We are pleased to present the 3 rd Integrated Annual Report of Exide Industries Limited ("Exide"/the "Company") together with the Audited Financial Statements for the year ended 31 st March 2026. This Report has been prepared in accordance with the applicable provisions of the Companies Act, 2013 and the Rules framed thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), and the Secretarial Standards issued by the Institute of Company Secretaries of India. The financial statements have been drawn up in compliance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act. A summary of the Company's standalone performance is given below:

Standalone Financial Results

(In Rs. Crore)

Highlights of performance

Your Company reported net sales of H17,269 crore in FY 2025-26, as compared with H 16,588 crore in FY 2024-25, reflecting year-on-year growth of 4.1%. The performance was led by steady traction in the domestic business, with healthy growth in replacement business, Industrial-UPS and solar businesses. Domestic sales stood at H 16,326 crore, registering impressive growth over the previous year. Within this, Trade continued to deliver a strong performance with double digit growth, while the Institutional business also recorded impressive growth. On the other hand, international business remained under pressure during the year, with exports declining significantly year-on-year. This was on the backdrop of broader geopolitical dynamics including tariff challenges prevailed during the year.

Despite this mixed and challenging operating environment, the Company delivered stable profitability. Profit before depreciation, finance cost and tax (EBIDTA) stood at H 1,943 crore as against Rs 1,893 crore in the previous year, with EBIDTA margin at 11.3% in FY 2025-26. Profit before exceptional items and tax increased to H 1,500 crore from H 1,441 crore in FY 2024-25.

The year's performance also reflects the strength of the Company's balance sheet, with a strong cash position and a net debt zero status, providing requisite financial bandwidth to support growth initiatives while preserving resilience.

Consolidated Financials

As required under the SEBI Listing Regulations and in line with the Indian Accounting Standard (Ind-AS) 110, the Consolidated Financial Statements (CFS) of the Company, its subsidiaries, and associates form part of the Annual Report and are reflected in the CFS of the Company. These statements have been prepared based on the Audited Financial Statements received from the subsidiary companies and associates, as approved by their respective Boards.

The consolidated performance underscores the benefits of portfolio diversification across storage technologies and applications, forward-looking investments in advanced energy solutions, and the strength of the circular-economy model anchored in recycling efficiency.

Subsidiaries and Associates

The Company had six subsidiaries and three associate companies as of 31 st March 2026. In line with the provisions of Section 129(3) of the Companies Act, 2013 (Act), a statement containing the salient features of the financial statements of the Company's subsidiaries and associates in Form AOC-1 is attached to the financial statements of the Company. This form highlights the financial performance of each subsidiary and associate company and their contribution to the Company's overall performance as required by Rule 5 and 8(1) of the Companies (Accounts) Rules, 2014. The report is not repeated here for the sake of brevity.

In accordance with provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company, along with relevant documents and separate audited accounts in respect of the subsidiaries and associates, are available on the website of the Company at: https://www.exideindustries. com/investors/annual-reports.aspx The Company will provide the annual accounts of the subsidiaries and the related detailed information to the shareholders of the Company on specific requests made to it in this regard by the shareholders.

The policy for determining material subsidiaries is available on the Company's website and is aligned with the SEBI Listing Regulations. The Company continues to derive strategic benefits from its material subsidiaries, including Chloride Metals Limited, which advances the circular-economy framework through efficient lead and plastic recycling, and Exide Energy Solutions Limited, which represents the Company's transformational foray into advanced-chemistry cell manufacturing to support electric mobility and grid storage applications.

The details of the major domestic subsidiaries are given below:

Chloride Metals Limited

Chloride Metals Limited (CML), the wholly owned material subsidiary of Exide, is engaged in secondary lead smelting and refining including world class battery breaking process. CML has pan-India presence with manufacturing units in Karnataka, Maharashtra and West Bengal, equipped with advanced machinery and environmentally friendly production technologies. Its production capabilities are backed by robust design engineering cell and a rigorous quality control framework, furthering the circular economy model in the lead-acid battery industry and highlighting Exide's focus of being a 'responsible corporate citizen'.

During the year, the focus of CML was to optimise the utilisation of the capacities created in the previous year and improving overall productivity and process efficiency across operations. As a result, recycled lead production increased by approximately 10% year-on -year, while recycled plastic production grew by around 5%, reflecting improved capacity utilisation and effective circular material usage.

CML delivered a steady performance in FY 2025-26, with revenue growing by ~5% year-on-year, while EBIDTA recording a significant improvement of 134% growth over the previous year. Sustained cost optimisation initiatives and operational efficiencies were the primary growth drivers behind the improved performance during the year under review.

Exide Energy Solutions Limited

Exide Energy Solutions Limited (EESL), the wholly owned material subsidiary of the Company was incorporated in the year 2022 with an objective to manufacture advanced chemistry battery cells for India's electric mobility and stationary storage applications. Currently, it is manufacturing battery modules and packs for electric vehicles, telecom, and energy storage applications at its Prantij facility in Gujarat.

EESL is in advanced stage of commissioning a state-of-the-art greenfield lithium-ion cell manufacturing facility at the Hi-Tech Defence & Aerospace Park (Phase-II), Bengaluru. The project is being developed on an 80-acre site, with a planned capacity of 12 GWh in two phases of 6 GWh each. During the year under review, there was significant progress across installation, integration and commissioning activities spanning electrode manufacturing, cell assembly, and formation processes at the Bengaluru facility. Digital manufacturing and process monitoring systems have also been deployed to enable improve process stability, traceability, and operational efficiency at gigafactory scale. The cylindrical line, which is meant for 2-wheelers, is already under internal validation and customer sample supplies are expected to happen in next few months. The prismatic line is close to starting sample production, the commissioning of which is targeted in FY 2026-27.

Meanwhile, EESL continues to engage with various OEMs for 2-wheeler, 3-wheeler, 4-wheeler and stationary energy providers across key end markets and initial commercial dispatches are expected to commence in FY 2026-27.

The upcoming lithium-ion cell manufacturing facility is expected to strengthen domestic value addition, reduce reliance on imports and position Exide to address the growing opportunity in both mobility and grid-scale energy storage.

During FY 2025–26, Exide invested approximately H 1,500 crore as equity in EESL, taking its total equity investment in the subsidiary to H 4,802.23 crore, underscoring the Company's long-term commitment to India's energy transition.

Subsidiary Monitoring Framework

All subsidiary companies of Exide are board-managed, with their respective Boards holding full authority and responsibility to operate these entities in the best interests of their stakeholders. As the majority shareholder, the Company nominates its representatives to the Boards of its subsidiaries and oversees their performance through periodic reviews of financial results, operational updates and investments made by it. In addition, the minutes of the Board meetings of all subsidiary companies are placed before the Board of Exide on a quarterly basis, enabling effective oversight and alignment.

Exide currently has two material subsidiaries, Chloride Metals Limited and Exide Energy Solutions Limited. The Company has adopted a formal policy for determining material subsidiaries, which is available on its website under the Investor Policies section. The Company complies with the corporate governance requirements with respect to its material subsidiaries and other subsidiaries in terms of Regulation 24 of the SEBI Listing Regulations.

Dividend

The Board of Directors of your Company approved a Dividend Distribution Policy on 25 th January 2017, following the SEBI Listing Regulations.

Pursuant to the Company's Dividend Distribution Policy framed under Regulation 43A of the SEBI Listing Regulations, the Board has recommended a final dividend of 200 percent, i.e., H 2/- per equity share of face value H1/- each, for FY 2025–26, subject to approval of Members at the ensuing Annual General Meeting. This dividend payout ratio works out to 15.3 percent of the net profit after tax for the year ended 31 st March 2026. The total outflow for equity dividends will be H 170 crore, vis à vis H170 crore in FY 2025-26.

The proposed payout aligns shareholder returns with the Company's capital allocation priorities, including investment in capacity and technology of the core lead-acid business of the Company; and meeting the fund requirement of the upcoming lithium-ion cell manufacturing project of EESL. The Dividend

Distribution Policy is hosted on the Company's website:https:// www.exideindustries.com/investors/governance-policies.aspx

The Shareholders are requested to note that the Income Tax Act, 2025 mandates that dividends paid or distributed by a Company shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of the Final Dividend. The dividend remitted outside of India is governed by Indian laws on Foreign Exchange and are also subject to deduction of Tax at Source, as applicable.

In order to enable your Company to determine and deduct the appropriate TDS as applicable, the Shareholders are requested to read the instructions given in the Notes to the Notice forming a part of this Integrated Annual Report.

Management Discussion and Analysis

A detailed Management Discussion and Analysis form an integral part of this Report and gives an update, inter alia, on the following matters:

Industry Structure and Developments

Division-wise overview of business performance

Outlook, opportunities, threats and risk

Research & Development

Information Technology & Digital Initiatives

Financial Overview

Internal Control Systems (including IT controls & cybersecurity)

Human Resources

Transfer to reserves

The Board of Directors has decided to retain the entire profit as retained earnings. Accordingly, the Company has not transferred any amount to the reserves for the year ended 31 st March 2026.

Share Capital

The paid-up equity share capital on 31 st March 2026 was Rs 85 crore divided into 85,00,00,000 equity shares with a face value of Rs1/- each.

During the year, the Company did not issue any shares with differential rights or convertible securities. The Company does not have any scheme for the issue of shares, including sweat equity, to its employees or directors. The Company does not have a scheme for purchasing its shares by employees or trustees for the benefit of employees.

Change in the nature of the business, if any

During the year, the nature of the Company's business did not change, and the nature of the business carried on by its subsidiaries did not significantly change.

Deposits

During the year under review, the Company did not accept any deposits from the public within the ambit of Section 73 of the Act, and the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification/s or re-enactment/s thereof) for the time being in force.

Particulars of loans, guarantees or investments

The Company has not granted any loans or provided any guarantee or security under Section 186 of the Act except for providing corporate guarantee of Rs 3,000 crore on behalf of its wholly owned subsidiary, Exide Energy Solutions Limited. The details of guarantees given by the Company and outstanding during the year under review have been disclosed in the financial statements under Note 38.

Material changes and commitments

No material changes occurred after the close of the Company's financial year to which the financial statements relate and before the date of this report.

Corporate Social Responsibility (CSR)

Your Company's CSR approach is centered on creating measurable and sustainable impact across communities connected to its operations. The Company's CSR initiatives aim to create long-term, measurable impact across priority areas such as education, healthcare, environmental sustainability, skill development, livelihood generation, and community infrastructure.

CSR activities of the Company are governed by a Board-approved CSR Policy aligned with Section 135 of the Companies Act, 2013. The Policy sets out the framework for identification, implementation, monitoring, budgeting, impact assessment of CSR projects, including the treatment of unspent amounts, and the selection of implementing partners. The Company's CSR policy is available on its website: https://www.exideindustries.com/investors/policies.aspx

A board-level CSR Committee, constituted in accordance with statutory requirements, oversees the CSR framework and recommends the annual action plan. During the year, the Committee met periodically to review and monitor the progress of CSR initiatives. The day-to-day execution of CSR programmes is managed by a dedicated CSR team, operating under the guidance of the CSR Committee and the Board. Details of the CSR committee are available on the Company's website: https://www.exideindustries.com/about/ board-committees.aspx.

CSR projects are implemented either directly by the Company or through implementing partners, following a structured need-assessment and due-diligence process. A robust monitoring and evaluation framework is in place, including periodic reviews, reporting, site visits, and stakeholder engagement. In line with applicable CSR Rules, third-party impact assessments are undertaken for qualifying projects using globally accepted evaluation frameworks. The CSR annual action plan for the FY 2025-26 is available on the Company's website: https://docs.exideindustries.com/pdf/ annual-action-plan.pdf.

Duringtheyearunderreview,yourCompanyfurtherstrengthened its commitment to corporate social responsibility through a diversified portfolio of initiatives across its 5 focus areas viz. Education (Exide Akshar), Healthcare (Exide Aarogya), Skill Development (Exide Kaushal), Environmental Sustainability (Exide Paryavaran), and Empowerment (Exide Saksham). These interventions collectively reached approximately 4.05 lakh individuals across 10 states and 24 districts. In addition, the Company implemented two pan-India projects, further widening the scale and reach of its social impact.

Exide Akshar

Exide Akshar focuses on improving access to quality education and learning outcomes among children from underserved communities. Exide's school transformation project has reached 227 schools over the years positively impacting learning outcomes of more than 3 Lakh children across the country. During the year, over 1,100 children with identified learning gaps were enrolled in remedial education programmes, with 50% achieving age-appropriate learning levels, alongside integrated nutrition support for vulnerable children.

Exide Aarogya

Exide Aarogya aims to strengthen preventive and curative healthcare through community outreach and healthcare infrastructure. During the year, over 2,000 women were screened for cervical cancer, 72 cancer patients received treatment support across 10 states, and new healthcare infrastructure initiatives are expected to benefit over 1.5 lakh individuals annually.

Exide Kaushal

Exide Kaushal enhances employability through market-linked skill development programmes for youth and persons with disabilities. During the year, 270 youth were trained, including 150 differently-abled beneficiaries, with placement rates of up to 77%.

Exide Paryavaran

Exide Paryavaran focuses on climate resilience, water conservation, and clean energy adoption. During the year, four watershed projects and two pond rejuvenation initiatives created an annual water harvesting potential of over 6.86 lakh kilolitres, while clean-energy interventions reduced approximately 1,250 emissions.

tonnes of CO 2

Exide Saksham

Exide Saksham promotes livelihood enhancement, income diversification, and community resilience. The initiatives benefitted 600 households through climate-resilient agriculture, supported 150 farmers to improve incomes by ~15%, and revived traditional art forms by expanding artisan participation from 10 to over 100 practitioners.

Through these sustained and structured interventions, the Company continues to contribute meaningfully to inclusive growth and sustainable development, thereby enhancing community well-being and quality of life.

The disclosures required under the Companies (Corporate Social Responsibility Policy) Rules 2014, including impact assessment summaries, are provided in Annexure I to this Report. Detailed information on the Company's CSR activities and initiatives is available on the Company's website at https://www.exideindustries.com/sustainability/.

Business Excellence

Business Excellence models provide structured frameworks that enable organizations to drive systematic improvements, enhance performance, and build sustainable competitive advantage. These models have been effectively institutionalized to foster a culture of continuous improvement, operational discipline, and stakeholder value creation.

Your Company has deployed globally proven methodologies such as TPM, Six Sigma, 5S, Kaizen, Quality Circles, and Innovation, aligning them with business priorities and shop-floor challenges. A robust monthly performance measurement system ensures governance, review, and continuous alignment. During the year, a total of 4,792 Kaizens were implemented across manufacturing and non-manufacturing functions, delivering tangible benefits in metal yield improvement, defect reduction, inventory optimization,energysavings,andcustomercomplaintreduction.

During the year, your Company launched the Model Line (Model Machine) Initiative, a cornerstone of the operational excellence agenda aimed at setting benchmark performance standards and accelerating overall equipment effectiveness (led productivity improvement across its manufacturing network. The initiative has delivered meaningful gains in efficiency, reliability, and workforce capability, while establishing a disciplined, governance-led framework for sustainable execution excellence.

Certifications

Your Company has established a strong and comprehensive certification landscape across manufacturing and non-manufacturing operations, reflecting its unwavering commitment to quality, safety, sustainability, and regulatory excellence.

Our widespread adoption of globally recognized standards such as ISO 9001, IATF 16949, ISO 14001, and ISO 45001 reinforces disciplined processes, automotive-grade quality, and responsible environmental and workplace practices.

The expansion of advanced frameworks, including ISO 50001 for energy management, ISO 31000 for enterprise risk management, ISO/IEC 17025 for laboratory excellence and ISO 27001 for cyber security has further strengthened operational robustness and decision-making.

Continued renewal and surveillance audits have been completed successfully, with zero major non-conformities, underscoring our strong compliance culture and audit readiness. Integration of ESG-focused standards such as sustainable procurement, social compliance, and responsible supply-chain practices reflects our alignment with evolving global expectations.

Occupational Health, Safety and Environment

Your Company places high priority on maintaining a safe, healthy and resilient workplace for employees and workers across its operations. The Environment, Health and Safety (EHS) framework is built on governance, leadership oversight, employee engagement and continuous improvement, aligned with globally recognized standards.

The EHS approach is anchored in a three-pillar framework of vigilance, accountability, and proactive risk management. Workplace hazards are systematically identified and mitigated through a structured Hazard Identification and Risk Assessment (HIRA) process, supported by robust Standard Operating Procedures (SOPs) for operational safety, hazardous material handling, and mandatory use of personal protective equipment. Safety performance is closely monitored through daily operational reviews and monthly reporting to the Corporate EHS team, enabling trend analysis and timely corrective actions. Key indicators such as Lost Time Injuries, major incidents, near-miss reporting and safety audit scores guide performance evaluation, while all significant incidents undergo root-cause analysis. Exide maintains ISO 14001 and ISO 45001 certifications across its operations, reflecting its focus on environmental management and occupational health and safety. Management approved EHS policies, compliance with statutory requirements and adherence to recognised best practices form the foundation of the Company's governance framework.

During the year, over 95,000 EHS training hours were delivered through classroom sessions, on-the-job training, gemba learning, and digital platforms. Training infrastructure such as Gurukul, Training and Technology Centres, and DOJO facilities further strengthened practical learning.

Beyond occupational safety, your Company supports holistic employee well-being through medical insurance coverage, preventive health check-ups, wellness programmes, and access to quality healthcare services. Through this integrated approach, it continues to strengthen workplace safety, safeguard employee health, and uphold responsible business practices.

Risk Management

The external risk environment is increasingly becoming more persistent, interconnected and difficult to predict. Geopolitical developments, supply chain volatility and macroeconomic shifts continue to influence energy and input costs, logistics and freight dynamics, and the availability of critical supplies. This has shortened planning cycles and increased the need for preparedness against low-probability, high-impact events.

At Exide, risk management is viewed as a strategic enabler that drives agility, resilience, and sustainable growth instead of a defence mechanism.

The Company's approach is anchored in a robust Enterprise Risk Management (ERM) framework, inspired by globally recognized standards such as COSO and ISO 31000 and carefully customised to align with Exide's business model, scale and strategic priorities. This framework ensures that risk considerations are embedded into decision-making at every level of the organization.

Risk management at Exide is deeply integrated with business planning and strategic execution. By aligning risk identification with key business objectives including financial performance, operational excellence, innovation, and reputation, the Company ensures that risks are assessed not in isolation, but in the context of value creation.

The Company's Enterprise Risk Management (ERM) framework takes a holistic view, combining

Top-down strategic risk assessment, driven by leadership insights

Bottom-up operational inputs, sourced from business units and functions

This integrated approach enables a balanced and forward-looking risk perspective. Leveraging technology, your Company has introduced a risk intelligence dashboard during the year, enhancing its ability to monitor and respond to risks in near real time. The dashboard integrates internal risk data with external intelligence sources, including market developments, commodity trends, regulatory updates, and industry insights. It provides dynamic visualization of key risks, trend indicators, and early warning signals, enabling sharper decision-making and timely escalation.

Risk oversight is driven through a well-defined four-tier governance structure:

Board of Directors – Providing strategic direction and oversight

Risk Management Committee (RMC) – Reviewing key risks and mitigation effectiveness

Executive Committee (EXCOM) – Driving risk-informed business decisions

Functional Heads & Risk Owners – Ensuring execution and accountability

This layered structure ensures clarity in ownership, faster escalation, and disciplined monitoring of risks across the enterprise.

For more details on our risk management framework, the key and emerging risks, and the Company's mitigation strategies, please refer to page 76.

Auditors

Statutory Auditors and their report

BSR & Co. LLP, Chartered Accountants (Registration No: 101248W/W–100022), were re-appointed as Statutory Auditors of the Company at the Annual General Meeting held on

22 nd September 2022, for a second term of five consecutive years till the conclusion of the 80 th Annual General Meeting of the Company to be held in 2027.

Cost Auditors

Under Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014 (as amended), the cost records maintained by the Company in respect of the products manufactured by the Company are required to be audited. Your directors, on the recommendation of the Audit Committee, have appointed Mani & Co., Cost Accountants (Registration no. 000004), to audit the cost records of the Company for the FY 2026-27 at a remuneration of H 11,00,000/- (Rupees Eleven Lakh only) plus out-of-pocket expenses and taxes as applicable.

A resolution regarding the ratification of the remuneration payable to Mani & Co., Cost Accountants, forms part of the Notice convening the 79 th Annual General Meeting of the Company.

Secretarial Auditors & their report

Under the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Labh

& Labh Associates, Company Secretaries, as the Secretarial Auditor of the Company, for a period of five years, from the conclusion of the 78 th Annual General Meeting until the conclusion of the 83 rd Annual General Meeting of the Company to be held in the year 2030,. The Secretarial Audit Report is given as Annexure II .

Secretarial audit of material unlisted subsidiary company

M R & Associates, Practising Company Secretaries, had undertaken Secretarial audit of the Company's material subsidiaries, Chloride Metals Limited and Exide Energy Solutions Limited for the FY 2025-26. The Audit report confirms that the material subsidiaries have complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliance. As required under Regulation 24A of the SEBI Listing Regulations, the report of the Secretarial Audit is given as Annexure IIA & IIB .

Annual secretarial compliance report

During the period under review, the Company has complied with the applicable Secretarial Standards notified by the Institute of Company Secretaries of India. The Company has also undertaken an audit for FY 2025-26, in line with Regulation 24A(2) of SEBI Listing Regulations read with SEBI circular no. CIR/CFD/CMD/l/27/2019 dated 8 th February 2019, for all applicable compliances. The Annual Secretarial Compliance

Report will be submitted to stock exchanges within 60 days of the end of the FY 2025-26.

Auditors' qualifications, reservations or adverse remarks or disclaimers made

There are no qualifications, reservations or adverse remarks by the statutory auditors in their report or by the Secretarial Auditor in their secretarial audit report. The emphasis on the matter and the key audit matters paragraphs is self-explanatory and require no clarification.

No instances of fraud were reported by auditors under Section 143(12) of the Act during the year.

ESG & Business Responsibility & Sustainability Reporting

At Exide, sustainability is not a parallel initiative but a foundational element of our operating model. Environmental, Social and Governance (ESG) considerations are embedded across strategy, risk management and execution to ensure long-term value creation for stakeholders and communities. Sustainability risks and performance are overseen through strong governance mechanisms, with regular review by the senior leadership and the Risk Management committee. A core mitigation lever is our circular economy model, under which nearly 79% (by MT) of lead and lead alloys are sourced from recycled materials, a majority being contributed through our wholly-owned subsidiary, Chloride Metals Limited. This closed-loop recovery and reintegration system enhances resource security, mitigates cost volatility and ensures compliance with Extended Producer Responsibility (EPR) obligations under the Battery Waste Management Rules, reflecting a shift from compliance-led actions to genuine circularity. In addition, we incorporate approximately 15.6% recycled plastic in our operations, further reinforcing our commitment to sustainable resource use.

Decarbonisation and resource efficiency remain central to sustainability risk mitigation. Renewable energy accounted for approximately 24.2% of our electricity mix during the year, supported by process improvements, energy efficiency measures and ongoing solar and wind capacity additions. Water-related risks are addressed through water stewardship projects, Zero Liquid Discharge (ZLD) systems, within-fence rainwater collection and community-based outside -fence interventions, collectively advancing our ambition towards water neutrality. In logistics, electric vehicles in the 0–50 km last-mile segment now represent 26% of monthly delivery volumes, exceeding our 2030 target and reducing Scope 3 emissions exposure.

Independent validation enhances transparency and stakeholder confidence, as reflected in our S&P Global Corporate Sustainability Assessment score of 65, placing your Company in the Top 5 percentile globally in the Auto Components sector and earning recognition as a Sustainability Yearbook Member and Industry Mover. Our EcoVadis sustainability rating, assessed across Environment, Labour & Human Rights, Ethics and Sustainable Procurement, improved helping Exide secure a "Bronze Medal" placing in the 75 th percentile.

Governance and disclosure practices remain robust, with ESG reporting aligned to SEBI's BRSR Core framework and Industry Standards for FY 2025–26, including reasonable assurance or assessment, as applicable. The scope of assurance will continue to expand in line with regulatory glide-paths covering additional market-capitalization tiers and value-chain disclosures. Underpinned by people-centric practices, including a zero-fatality safety record, inclusive HR policies and workforce upskilling, Exide remains committed to ethical, transparent growth that converts sustainability risks into opportunities for long-term environmental stewardship, societal well-being and shared prosperity.

Under Regulation 34(2)(f) of SEBI Listing Regulations, the Business Responsibility & Sustainability Report (BRSR) for the FY 2025-26 is given in Annexure III .

The Company has also provided the requisite mapping of principles of the National Guidelines on Responsible Business Conduct to fulfil the requirements of the BRSR as per SEBI's directive, as well as guidelines for integrated reporting and the Global Reporting Initiative (GRI). The Report, which forms a part of the Integrated Annual Report, along with all the related policies, can also be viewed on the Company's website: https:// www.exideindustries.com/investors/annual-reports.aspx.

BRSR Core Assurance

In line with the requirements of the SEBI Listing Regulations and SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30 th January 2026 pertaining to requirement of undertaking reasonable assurance of the BRSR Core, your Company has appointed SGS India Pvt. Ltd. ("SGS") as the Assurance Provider on BRSR Core for the FY 2025-26. A reasonable assurance report on BRSR core of the Company for the FY 2025-26 is annexed at the end of the report.

Corporate Governance

Transparency is the cornerstone of Exide's philosophy, and your Company adheres to all corporate governance requirements in letter and spirit. All the Committees of the Board of Directors meet regularly as required in terms of SEBI Listing Regulations.

The Board of Directors has taken the necessary steps to ensure compliance with statutory requirements. The Company's Directors, Key Management Personnel, and Senior Management Personnel have complied with the approved 'Code of Conduct for Board of Directors and Senior Management Personnel'. According to schedule V of the SEBI Listing Regulations, a declaration to this effect, signed by the Managing Director and CEO of the Company, forms part of the Annual Report.

The Report on Corporate Governance, as required under Regulation 34(3), read along with Schedule V of the SEBI Listing Regulations, is given in Annexure-IV . The Auditors' Certificate on compliance with corporate governance norms is also attached to this Report. Furthermore, as required under Regulation 17(8) of the SEBI Listing Regulations, a certificate from the Managing Director & CEO and Director-Finance & CFO is annexed to this Report.

Internal Financial Controls

Exide has built a well-structured, resilient but scalable internal control environment, aligned with the size, complexity, and evolving nature of its operations. The Company's control framework is designed to provide reasonable assurance of the reliability of financial and operational information, compliance with applicable laws and regulations, the safeguarding of assets, and the disciplined execution of transactions in line with the approved authorities and corporate policies.

The internal control framework is guided by the principles of the COSO (2013) Internal Control Framework, encompassing the key elements of control environment, risk assessment, control activities, information & communication, and monitoring. In addition, governance and assurance responsibilities are further complemented by the globally recognised "Three Lines Model," which enables clear accountability across management, oversight functions, and independent assurance.

A clearly defined Delegation of Authority framework governs decision-making in the Company, with approval thresholds aligned to functional responsibilities and risk considerations. This ensures that all commitments & transactions involving organisational resources are subject to appropriate authorisation and oversight.

The Company has established a comprehensive system of Internal Financial Controls over Financial Reporting (ICFR), designed to ensure that transactions are authorised, recorded accurately, and reported on time. Financial statements are prepared in accordance with the accounting policies approved by the Audit Committee and the Board, with periodic reviews to ensure continued relevance and compliance.

The Company operates on SAP S/4 HANA, an integrated ERP platform that supports strong process discipline through embedded controls, including segregation of duties, automated workflows, approval hierarchies, and audit trails. These systems are supported by well-documented policies, standard operating procedures, and process manuals.

The effectiveness of internal controls is subject to continuous ongoing evaluation through a structured assurance mechanism. This includes management reviews, risk-based internal audits, and independent statutory audits under the oversight of the Audit Committee. The control environment is further strengthened through the use of technology-enabled tools, including data analytics and visualisation platforms such as Power BI. During the year, no material weaknesses or significant deficiencies were identified, and the Statutory Auditors have issued an unqualified opinion on the financial statements.

While any system of internal control is subject to inherent limitations, the Company remains committed to continuous enhancementofitscontrolenvironmentthroughperiodicreviews, technology enablement, and adoption of leading practices.

Based on the above, the Board, to the best of its knowledge and belief and based on the information and explanations available, affirms that the Company's internal control systems are adequate and operating effectively, commensurate with its size and scale of operations, and are designed to ensure the reliability of financial reporting and compliance with applicable laws and regulations.

This commitment is further strengthened by an independent internal audit function that provides objective assurance and supports ongoing improvement in governance, risk management, and control processes.

Vigil mechanism/whistle-blower policy

YourCompanyhasadoptedaWhistle-BlowerPolicythatprovides a secure and transparent framework for directors, employees, and other stakeholders to report genuine concerns relating to unethical conduct, actual or suspected fraud, or violations of the Company's Code of Conduct, in accordance with the Companies Act, 2013, the Companies (Meetings of Board and its Powers) Rules, 2014, and the SEBI Listing Regulations. The policy is guided by principles that ensure protection of whistle-blowers from victimisation, strict confidentiality of disclosures, prohibition of retaliation or evidence suppression, and fair treatment through an opportunity of being heard to the concerned persons, particularly the subject of the disclosure. All reported matters are duly investigated and acted upon in accordance with the policy. In exceptional circumstances, it enables direct access to the Chairperson of the Audit Committee. During the year, no personnel were denied access to the Audit Committee, which oversees the vigil mechanism.

The policy is available on the website: https://www. exideindustries.com/investors/policies.aspx

Prevention of sexual harassment in the workplace

Your Company maintains a zero-tolerance policy towards sexual harassment in the workplace. Our comprehensive policy on prevention, prohibition, and redressal is fully aligned with The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH) and its associated rules. It is committed to providing equal opportunities to all employees, irrespective of their race, caste, sex, religion, color, nationality, disability, or any other distinguishing characteristic.

In line with the POSH Act, the Company has established an Internal Complaints Committee (ICC) to address complaints and ensure compliance. The Apex Internal Committee meets regularly to stay informed about the policy and to promote awareness of POSH provisions.

It has also developed and circulated a detailed Policy on Prevention of Sexual Harassment, which outlines an effective mechanism for addressing complaints. To ensure the success of this policy, workshops were held for both the apex and regional committees, providing them with a deeper understanding of their roles and responsibilities under POSH. Additionally, employees of the Company have access to online e-learning modules, which cover the key aspects of preventing, prohibiting, and addressing sexual harassment in the workplace. POSH training is mandatory for all employees, reinforcing our commitment to a safe and respectful work environment. This proactive approach aims to prevent incidents, protect complainants, and uphold a culture of equality and respect. Retaliation against those reporting or providing information on sexual harassment is strictly prohibited, with any reprisal leading to disciplinary action. Detailed reporting and redressal guidelines are provided, empowering all employees to voice grievances without fear, regardless of severity.

During the financial year under review, the following complaints were received and disposed of:

The Company affirms that it has complied with all applicable provisions relating to prevention of sexual harassment at work place. Please refer the policy on Sexual Harassment Avoidance Redressal available on website of the Company: https://docs. exideindustries.com/CorporateGovernance/68f34402-a1dc-4033-87ee-5941b79f8e73.pdf

Annual Return

In terms of Section 92(3) of the Companies Act, 2013, and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Company's website at the link: https://www.exideindustries. com/investors/annual-reports.aspx.

Directors and Key Managerial Personnel

During the year under review, the following directors/executives served as Key Managerial Personnel of the Company:

Mr. Avik Kumar Roy, Managing Director & CEO

Mr. Manoj Kumar Agarwal, Director-Finance & CFO

Mr. Rajeev Ramesh Khandelwal, Executive Director

Mr. Pravin Ramchandra Saraf, Executive Director

Mr. Jitendra Kumar, Company Secretary & President- Legal & Corporate Affairs

Appointment of Directors

The Board of Directors, at its meeting held on 30 th April 2025 appointed Mr. Manoj Kumar Agarwal as Whole Time Director, designated as Director – Finance & CFO with effect from 1 st May 2025. Further, the Board at its meeting held on 30 th August 2025 appointed Mr. Rajeev Ramesh Khandelwal and Mr. Pravin Ramchandra Saraf as Executive Directors of the Company with effect from 1 st September 2025. The appointments of

Mr. Khandelwal and Mr. Saraf were subsequently confirmed through a postal ballot approved by the shareholders on 24 th October 2025.

Retirement by Rotation

Under the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Manoj Kumar Agarwal (DIN: 11040471) retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. The proposal regarding his re-appointment is placed for approval by the Shareholders.

Necessary information under the SEBI Listing Regulations, 2015, and Secretarial Standard 1 (SS-1) issued by the Institute of Company Secretaries of India (ICSI) regarding directors to be re-appointed at the forthcoming Annual General Meeting is given in the Annexure to the Notice convening the Annual General Meeting.

None of your Company's directors are disqualified from being appointed as directors, as specified in Section 164(1) and Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

Declaration of Independence

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company and in the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and the SEBI Listing Regulations and are Independent of the management.

Board evaluation

Pursuant to Section 134(3)(p) of the Companies Act, 2013 and Regulation 17(10) of the SEBI Listing Regulations, the Board conducted a formal annual evaluation of its own performance, the performance of its Committees, the Chairperson, and each individual Director for FY 2025-26.

The evaluation framework developed in alignment with the SEBI Guidance Note on Board Evaluation dated 5 th January 2017 and periodically updated to reflect the latest SEBI Listing Regulations amendments cover four dimensions: the Board as a whole, its Committees, the Chairperson, and individual Directors. The key criteria assessed under each dimension are set out in the table below.

The Independent Directors met separately, without the presence of Non-Independent Directors and management, to evaluate the performance of the Non-Independent Directors, the Board as a whole, and the Chairperson. The Nomination and Remuneration Committee evaluated the performance of all Directors. The Board, in turn, evaluated the performance of its committees and of itself as a whole.

Considering the Company's success in most spheres and the value delivered to all its stakeholders, the evaluation process confirmed that the Board is functioning effectively across its governance responsibilities. The Directors expressed satisfaction with the process and its outcomes.

Nomination & Remuneration Policy

In line with the requirement of the provisions of Section 178(3) of the Act and the SEBI Listing Regulations, your Company has a Nomination and Remuneration policy in place. The objectives and key features of this Policy include:

Formulation of the criteria for determining qualifications, positive attributes of Directors, Key Managerial Personnel (KMP), Senior Management Personnel and also the independence of independent directors;

Aligning the remuneration of Directors, KMPs and SMP with the Company's financial position, remuneration paid by its industry peers, etc.;

Performance evaluation of the Board, its committees and Directors, including independent directors;

Ensuring Board diversity;

Identifying persons who are qualified to become Directors and who may be appointed to senior management in line with the criteria laid down; and Directors' induction and continued training.

The Nomination and Remuneration Policy is available on the Company's website under the link: https://www.exideindustries. com/investors/policies.aspx

Meetings

The Board meets regularly to discuss and decide on business policies and strategies in addition to various other business items. The Board exhibits strong operational oversight with regular presentations by business heads to the Board. The board and committee meetings are pre-scheduled, and a tentative annual calendar of board and committee meetings is circulated to the directors well in advance to help them plan their schedule and ensure meaningful participation in the meetings. During the year under review, six (6) Board meetings and five (5) Audit Committee meetings were convened and held, the details of which are given in the Corporate Governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act 2013. The Corporate Governance report details the constitution of the Board and its Committees.

Compliance with the Code of Conduct for the Board of Directors and Senior Management Personnel

All Directors and senior management personnel have affirmed compliance with the Code of Conduct for the Board of Directors and Senior Management Personnel. A declaration to that effect is attached to the Corporate Governance report.

Compliance with Secretarial Standards on Board and Annual General Meetings

The Company has complied with the revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2), effective 1 st April 2024, as approved by the Central Government under Section 118(10) of theAct. Board and shareholder processes, including electronic participation, quorum, circulation of agenda and minutes, and related governance controls, have been aligned with the updated requirements.

Listing

All the equity shares issued by the Company, continue to be listed on the BSE Limited (BSE), the National Stock Exchange of India Limited (NSE), and The Calcutta Stock Exchange Limited (CSE). The Company has paid the annual listing fee upto FY 2026-27 to BSE, NSE, and CSE.

Particulars of contracts or arrangements with related parties

All related-party transactions entered into during FY 2025-26 were conducted in the ordinary course of business and at arm's length. No materially significant transaction was entered into with any promoter, Director, Key Managerial Personnel, or other related party that may have had a potential conflict with the Company's interests at large.

The Audit Committee reviews and approves all related party transactions in line with the disclosure requirements as mandated under Industry Standards framed by Industry Standards Forum and relevant SEBI Circulars. For transactions that are repetitive or foreseeable in nature, the Committee grants prior omnibus approval, which is reviewed and ratified on a quarterly basis. Transactions between the Company and its wholly-owned subsidiaries and transaction between wholly-owned subsidiaries are exempt from Audit Committee approval under Regulation 23(5) of the SEBI Listing Regulations; however, the Company obtains Audit Committee approval for such transactions as a matter of good governance practice.

Transactions exceeding the materiality threshold as stated in Schedule XII read with Regulation 23 i.e. 10% of the Company's annual consolidated turnover require shareholders' approval under the amended SEBI Listing Regulations. The disclosure of material related party transactions is required to be made under Section 134(3)(h) read with Section 188(2) of the Act and rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC

2. As a result, related-party transactions that, individually or taken together with previous transactions during a fiscal year, exceeding material threshold and were entered into during the year by the Company are included as Annexure V to this Report. These transactions are with a wholly owned subsidiary in the ordinary course of business and on an arm's length basis, which do not require shareholder's approval under the fifth proviso of Section 188(1) of the Act and Regulation 23(5) of SEBI Listing Regulations.

The Company's Policy on Related Party Transactions, updated to reflect the expanded RPT framework introduced through the SEBI Listing Regulations amendments in FY 2025-26 and Industry Standard Note (ISN), is available at: https://www. exideindustries.com/investors/governance-policies.aspx.

Your directors draw your attention to notes on the financial statements that set out related-party disclosures.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the 'going concern' status and the Company's operations in the future

No significant material orders passed by the regulators/courts/ tribunals would impact the Company's 'going-concern' status and future operations. However, members' attention is drawn to the statement on contingent liabilities and commitments in the notes forming part of the financial statements.

Conservation of energy, technology absorption, and foreign exchange earnings and outgo

Information under clause (m) of sub-section (3) of Section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in Annexure VI .

Particulars of Employees

The information required under section 197, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, will be provided upon request. In terms of section 136 of the Act, the report and financial statements are being sent to Members and others entitled thereto, excluding the information on employees' particulars, which will be available for inspection up to the date of the Annual General Meeting ("AGM"). Members can view such information by sending an email to cosec@exide.co.in.

Further, it is confirmed that no employee employed throughout the financial year or part thereof received remuneration in the financial year that, on the aggregate, was more than that drawn by the Managing Director or Whole-Time Directors, and holds by himself or along with his spouse and dependent children more than 2 per cent of the equity shares of the Company.

Pursuant to the provisions of section 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), Mr. Pravin Ramchandra Saraf, Whole-time Director of the Company, was appointed as the Managing Director and Chief Executive Officer of Exide Energy Solutions Limited ("EESL"), a wholly owned subsidiary of the Company, with effect from 22 nd December 2025. The remuneration paid to Mr. Saraf during his tenure as Managing

Director and Chief Executive Officer was borne by EESL and was in compliance with the provisions of Section 197 read with Schedule V of the Companies Act, 2013 and the applicable rules made thereunder.

Except Mr. Pravin Saraf, neither the Managing Director and CEO, nor any Whole-Time Directors of the Company have received any remuneration or commission from any of the subsidiary companies.

Particulars of employees under Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure VII .

Other Disclosures

Difference in Valuation

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loans from the Banks or Financial Institutions along with the reasons thereof is not applicable.

Compliance with Maternity Benefit Act

The Company affirms that it has duly complied with the provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

Proceeding pending under the Insolvency and Bankruptcy Code

During the year, your Company has initiated Corporate Insolvency Resolution Proceedings under Section 9 of the Insolvency and Bankruptcy Code, 2016 ("Insolvency Code") on 19 th September 2025 vide petition no. CP (IB) No. 234/ KB/2025 against APL Metals Limited who has defaulted in their obligations. As at 31 st March 2026, application is pending admission with aggregate claim amounts of H 6.55 crore before NCLT Bench Kolkata.

Loan from Directors

The Company has not received any loan from directors or their relatives during the year under report.

Disclosure on Downstream Investments of Foreign Exchange Management

Your Company has complied with the requirements as stipulated under the Rule 23 of Foreign Exchange Management (Non-debt Instruments) Rules, 2019, to the extent applicable, with respect to the Downstream investments during the year ended 31 st March 2026.

Investor Education and Protection Fund(IEPF)

Unclaimed dividend in respect of FY 2017-18 along with corresponding shares, as applicable, were transferred to IEPF during FY 2025-26, in accordance with Sections 124 and 125 of the Companies Act, 2013. Shareholders may reclaim such amounts from the IEPF Authority by filing an online application in e-Form IEPF-5 at www.mca.gov.in. A detailed analysis of further dividends pending for transfer with due dates, etc. are given in the Report on Corporate Governance attached with the Report.

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Act:

That, in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in line with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

That the Directors have prepared the annual accounts on a going-concern basis;

That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively, and

That systems to ensure compliance with the provisions of all applicable laws were in place, adequate, and operating effectively.

Forward-looking statements

This report contains forward-looking statements that involve risks and uncertainties.

When used in this Report, the words "anticipate", "believe", "estimate", "expect", "intend", "will", and other similar expressions as they relate to the Company and/or its businesses are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events, or otherwise. Actual results, performance, or achievements may differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as on their dates. This Report should be read with the financial statements and notes included herein.

Acknowledgement

Your Directors would like to record their appreciation for the enormous personal efforts and collective contribution of all employees to the Company's performance. They would also like to thank the Company's customers, employee unions, shareholders, dealers, suppliers, bankers, government agencies, and all stakeholders for their cooperation and support, and their confidence in the management.