We are pleased to present the 2nd Integrated Annual Report of Exide Industries Limited (Exide) together with the Audited Financial Statements for the year ended 31st March 2025. A summary of the Company's standalone performance is given below:

Standalone Financial Results

Highlights of performance

Your Company recorded net sales of H 16,588 crores in FY 2024-25, against H 16,029 crores in the previous year, registering a 3.5 per cent year-on-year growth. Sales is driven by strong performance in the automotive replacement, Industrial-UPS trade and Solar trade verticals in the domestic markets. Additionally, automotive exports have seen an impressive growth. However, verticals such as auto OEMs, industrial infrastructure and HUPS have seen a muted performance due to lower demand and lower capex across sectors. Profit before depreciation, finance cost and tax expenses (EBITDA) grew to H 1,893 crores from H 1,871 crores, representing an EBITDA margin of 11.4 per cent in FY 2024-25. The profit before tax for the year was H 1,441 crores compared with H 1,410 crores in the previous year.

Consolidated Financials

As required under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (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.

Subsidiaries and Associates

The Company had six subsidiaries and three associate companies as of 31st March 2025. In line with the provisions of Section 129(3) of the Companies Act, 2013 (the 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 details of the major domestic subsidiaries are given below:

Chloride Metals Limited

Chloride Metals Limited (CML) is a wholly owned material subsidiary of Exide and is engaged in the business of a secondary smelting and refining company. CML has a national presence, with manufacturing units in Karnataka, Maharashtra, and West Bengal, equipped with the latest machinery and technology to boost eco-friendly lead production. Its production capabilities are backed by an immaculate design engineering cell and tested at the quality control department to conform to Exide's exacting material standards.

Exide, through its subsidiary CML, has significantly expanded its circular economy model in the battery industry.

CML has undertaken several initiatives during the year to enhance its recycling capabilities and reduce environmental impact. As part of these efforts, state-of-the-art lead and plastic recycling equipment has been installed across all three factories.

Notably, two new rotary furnaces were commissioned at the Malur (Karnataka) and Supa (Maharashtra) plants, increasing the combined capacity by 31,000 MT, which is an increase of approximately 22% over the previous year. These additions have significantly augmented CML's overall recycling capacity, enabling the Company to process over 130,000 MT of battery and lead scrap this year, marking a 33% increase compared to the previous year.

In addition, CML has placed strong emphasis on plastic recycling, doubling its capacity to 9,000 MT. This initiative enables the Company to convert plastics from battery containers and lids into granules, which are then reused in manufacturing new battery containers. This closed-loop system not only reduces waste but also promotes efficient material utilization, thereby supporting a circular economy.

The total refining capacity of CML remains at 3,45,600 MT p.a.

CML has implemented several innovations to reduce energy consumption and environmental impact during the recycling process. These include the installation of solar group captive power plants with a total capacity of 5.3 MW, the use of low sulphur high stock fuel and the integration of producer gas technology in the refining process. These measures have significantly reduced emissions and improved overall sustainability.

The partnership between Exide and CML has facilitated the seamless integration of recycled materials into new battery production.

Exide Energy Solutions Limited

"Exide Energy Solutions Limited" (EESL) was incorporated in the year 2022 as a wholly owned material subsidiary of Exide, with an objective to manufacture advanced chemistry battery cells for India's Electronic Vehicle (EV) market and grid-based applications. Currently, it is producing battery modules and packs for EVs, telecom and energy storage, while meeting stringent Environmental, Health and Safety (EHS) standards from its facility located at Prantij, Gujarat.

EESL is in advance stage of setting up a modern and futuristic greenfield manufacturing plant at an 80-acre plot at the Hi-Tech Defense & Aerospace Park Phase 2, Bengaluru. The total cell manufacturing capacity shall be 12 GW, which will come up in two phases of 6 GW each. It represents a significant step in strengthening Exide's position in the emerging lithium-ion battery market. EESL has entered into a multi-year technical collaboration agreement with SVOLT Energy Technology Co. Ltd (SVOLT), a global technology company that manufactures and develops lithium-ion batteries and battery systems for EVs and energy storage applications. The technology transfer is progressing in line with the overall project plan and is witnessing steady progress, with equipment installation underway and production of cell manufacturing is expected to start in FY 2026.

During the year under review, EESL entered into a strategic partnership with a leading OEM to localize EV battery production in India. This collaboration aims to equip future EV models with locally produced lithium iron phosphate (LFP) batteries, enhancing cost competitiveness and supporting the Indian government's carbon neutrality goals.

During the financial year 2024-25, Exide has invested approximately H 1,000 crores as equity in EESL.

Subsidiary Monitoring Framework

All subsidiary companies of Exide are board-managed, with their boards having the rights and obligations to manage such companies in the best interests of their stakeholders. As a majority shareholder, your Company nominates its representatives on the board of subsidiary companies and monitors the performance of such companies, inter alia, by reviewing their financial results, and investments made by Exide. The minutes of meeting of the Board of Directors of the Company's subsidiaries are also circulated along with the agenda of the Exide's Board meeting on a quarterly basis.

Exide has two material subsidiaries, Chloride Metals Limited and Exide Energy Solutions Limited. The policy for determining material subsidiaries has been formulated and posted on the Company's website: https://www. exideindustries.com/investors/governance-policies.aspx.

Dividend

The Board of Directors of the Company approved a Dividend Distribution Policy on 25th January 2017, following the SEBI Listing Regulations. The Policy is available on the Company's website:https://www.exideindustries.com/ investors/governance-policies.aspx.

In terms of the Policy, equity shareholders of the Company may expect dividends if the Company has surplus funds for the declaration of dividends after considering the relevant internal and external factors enumerated in the Policy.

In line with the said Policy, the Board of Directors has recommended a final dividend of 200% per cent, i.e. H 2/- per equity share of face value of H 1/- each of the Company, for the financial year ended 31st March 2025, subject to the approval of the Members at the ensuing Annual General Meeting. This dividend payout ratio works out to 15.8 per cent of the net profit after tax for the year ended 31st March 2025. The total outflow for equity dividends will be H 170 crores, vis ? vis H 170 crores in FY 2024-25.

In terms of the requirements of the Income Tax Act, 1961, the Company has made the payments of Dividend after deducting the Tax at Source, as applicable. 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.

Management Discussion and Analysis

A detailed Management Discussion and Analysis forms 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 31st March 2025.

Share Capital

The paid-up equity share capital on 31st March 2025 was H 85 crores divided into 85,00,00,000 equity shares with a face value of H 1 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 the corporate guarantee of H 3,000 crores to its wholly owned subsidiary, Exide Energy Solutions Limited. The details of loans, investments and guarantees made by the Company during the year under review have been disclosed in the financial statements under Notes 13 and 39.

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)

Driven by a deep sense of responsibility and compassion, Exide has embraced strategic initiatives focused on fostering sustainable development and empowering communities under its CSR Philosophy. From environmental stewardship to fostering social inclusion, from promoting education to facilitating vertical social mobility, Exide's CSR initiatives are committed to create a positive and lasting impact in the communities we serve.

Exide's CSR initiatives are governed by a board-driven policy aligned with Section 135 of the Act. The CSR policy of the Company provides guidelines for the selection, implementation and monitoring of activities as well as for CSR planning, budgeting, impact assessment of CSR interventions, treatment of unspent CSR funds (if any), and role of the implementing agency. The Company's CSR policy is available on its website: https://www.exideindustries.com/ investors/policies.aspx. Our CSR Committee is constituted in pursuance of Section 135 of the Act and as per Exide's CSR policy, it formulates and recommends an annual action plan for approval of the Board. During the year, the Committee met four times to deliberate, recommend, and monitor the progress of CSR interventions. Details of the CSR committee are available on the Company's website: https://www.exideindustries.com/about/board-committees. aspx. As mandated under Rule 8 of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, the disclosures are placed in Annexure I.

The CSR plan for the FY 2024-25 is available on the Company's website: https://docs.exideindustries.com/pdf/annual-action-plan.pdf Our dedicated CSR department is responsible for administering and executing the policy. The CSR Committee and the CSR department work under the direction of the Board to ensure that our CSR activities are in line with the policy and relevant regulations. The Board regularly monitors the implementation of the CSR plan and provides guidance to the CSR Committee and CSR department. Projects are implemented directly or through implementing partners. A participative approach is adopted to curate programs targeting specific needs of the communities for projects to be implemented directly. A thorough need analysis and due diligence is conducted for all CSR projects. Exide employs a robust monitoring framework to ensure impact focused implementation of CSR projects. This includes regular site visits, monthly reports, stakeholder dialogue and internal evaluations. Third party impact assessment is conducted through an expert agency for large scale projects in pursuance of CSR rules. For impact assessment, Exide employs OECD – DAC standard – considered gold standard in evaluation framework. Exide also undertakes Social Return on Investment (SROI) evaluation of select CSR projects.

The executive summary of the Impact Assessment report on the Company's CSR intervention is included in Annexure I. The detailed report on the Company's CSR activities is available on the Company's website: https://www. exideindustries.com/sustainability/.

The Company spent H 2,053 lakh towards its CSR activities against the obligation of H 2,403 lakh during the financial year 2024-25. In terms of requirement of Section 135 (5) of the Companies Act 2013, read with rule 10 of Companies (Corporate Social Responsibility Policy) Amendment

Rules, 2022, it has further transferred a sum of H 350 lakh to Unspent CSR Account for FY 2024–25 on account of an Ongoing CSR Project.

During the year under review, the Company's CSR activities have positively impacted more than 3.75 lakh people. More than 80 per cent of our beneficiaries are from less endowed and vulnerable sections of society. Our CSR activities are aligned to 9 Sustainable Development Goals (SDGs) and run across 7 states in the country i.e. Haryana, Uttarakhand, Maharashtra, West Bengal, Karnataka, Odisha and Tamil Nadu, thus creating a pan-India impact on the beneficiaries. During the year, more than 18,000 man-hours of volunteering activities were carried out by the employees of your Company.

During the year, Exide was awarded the ‘Best Corporate in Medium Corporate Category' at the prestigious 3rd BCC&I Social Leadership Awards 2024.

Exide remains committed to contributing proactively and positively to an equitable and developed future for all its stakeholders.

Business Excellence

Business excellence models are frameworks that, when applied within an organization can help to focus thought and action in a more systematic and structured way that should lead to increased performance.

Exide has adopted such models to drive the organization towards continual improvement in order to deliver high-quality products and services to customers and fully engage with the stakeholders.

The Company has deployed the globally proven approaches for business excellence and TQM Culture namely TPM, Six Sigma, 5S, Kaizen, Quality Circle, and Innovation. In accordance with the challenges that the organization is facing, each of these initiatives have been leveraged to set a new milestone. There is a monthly performance measurement system for each of these initiatives. This year, we have done 4,786 kaizen across the organization including manufacturing and non-manufacturing functions. Total 314 improvement projects were done during the year following TPM SGA & Quality Circle approach. The projects

& Kaizen were done mainly in following categories like Metal Yield improvement, Quality Defects improvement,

Inventory improvement, Energy Savings and Customer Complaints reduction.

The Overall TQM score of the manufacturing during the year is 82.8%, which is measure of TQM culture and deployment of initiative in global scale.

Certifications

Exide has implemented International Standards like ISO 9001 & IATF16949 for Quality and ISO 14001, ISO 45001 for Environment, Health & Safety. There is a very high focus on the health and safety of employees. Policies and procedures of health and safety are reviewed regularly to keep them at par with latest standards and practices being followed globally. During the year, your Company has also successfully implemented energy management system ISO 5000 at its Hosur factory. Besides above, your Company complies with other standards like ISO 27001 and ISO/IEC 17025 standards.

Implementation of best practices and promoting competitive capability of the organization is one of the important areas your Company focused during the year and committed to excel in year ahead. Your Company's capability was recognized by the external platforms pan India. This year we have received 20 awards from QCFI, Manufacturing Today etc. in kaizen and projects.

Awards & Accolades

Best-in-class approaches, processes, and technology are a way of life at Exide. For external benchmarking on capability, the Company significantly accelerated the magnitude, pace, and focus by participating in various awards and recognition programmes during the year under review. This has resulted in winning more awards during the year than in previous years. For more details on awards, please refer to page no. 106.

OccupationalHealth,SafetyandEnvironment

To reaffirm our commitment to Environment, Health, and Safety (EHS), our Company has adopted a comprehensive initiative aimed at developing and implementing the "10 Golden EHS Rules." These guidelines are designed as proactive measures to address potential environmental impacts, safety hazards, and risks, ensuring the well-being of our employees, safeguarding the environment, and maintaining the integrity of our operations. They are based on a detailed analysis of historical accident trends, near misses, EHS audits, inspections, customer feedback, and relevant ISO standards, such as ISO 14001 and ISO 45001.

The Company has made significant investments in enhancing EHS infrastructure and systems, leveraging cutting-edge technologies. These efforts include the integration of advanced monitoring systems and digital platforms, which help in identifying potential hazards and environmental aspects early, while streamlining safety and environmental protocols.

We have also implemented an Environmental Management System (EMS) to ensure strict compliance with environmental regulations. This system encompasses aspect assessments, water and energy conservation initiatives, waste reduction strategies, renewable energy use, and continuous monitoring and improvement of our pollution control measures etc.

In addition, we are fostering a culture that promotes EHS stewardship, which includes the reporting of incidents, near misses, potential hazards, and environmental concerns. Our comprehensive EHS system enables the swift identification of risks and environmental aspects, followed by the prompt implementation of corrective actions. Detailed investigations are conducted to determine the root causes, and the insights gained are shared and applied throughout the organization to prevent future occurrences and drive continuous improvement.

Risk Management

At Exide, we recognize that navigating emerging technologies and an evolving business landscape involves inherent risks. By emphasizing robust risk management, we establish strong internal processes to address unforeseen challenges systematically. This proactive approach enhances performance and operational efficiency and reinforces our resilience, instilling confidence amongst customers and shareholders.

Our Enterprise Risk Management (ERM) framework is developed by incorporating the best practices based on COSO and ISO 31000 and then tailored to suit our unique business requirements.

Exide's ERM system provides a framework for effective risk management by integrating a comprehensive range of internal and external business factors alongside critical growth parameters. We have continuously refined our ERM approach to ensure its adaptability, allowing us to navigate the complexities of a volatile, uncertain, complex, and ambiguous (VUCA) environment and deliver sustained value.

We leverage this framework to develop and implement actionable plans, allocating the necessary resources to ensure their effective and timely execution.

The oversight of risk management is conducted through a four-level governance structure, comprising:

The Board of Directors (BOD),

The Risk Management Committee (RMC),

The Executive Committee (EXCOM), and

Heads of functions and process owners.

Risk Policy : Exide's Risk Management Policy provides a governance framework that supports our business objectives by formalizing a proactive approach to risk identification and mitigation. This commitment to effective risk management enables us to create sustainable value and build a resilient organization for the future.

Risk Management Framework and Communication

Our Risk Management Framework, refined over the years, provides a structured approach to identifying, assessing, and mitigating risks. It integrates both bottom-up and top-down perspectives for a balanced evaluation.

The Risk Management Committee regularly reviews the risk register, impact controls, and mitigation strategies based on predefined evaluation criteria. Exide's ERM employs a 5x5 risk matrix, enabling quick visual analysis to determine supervision, review, and escalation requirements.

The Company monitors various risks to its business, as outlined in the Management's Discussion and Analysis section of this Integrated Annual Report. For more details on our risk management framework, the key and emerging risks, and the Company's mitigation strategies, please refer to page 55-57.

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

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 M/s. Mani & Co., Cost Accountants (Registration no. 000004), to audit the cost records of the Company for the financial year 2025-26 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 M/s. Mani & Co., Cost Accountants, forms part of the Notice convening the 78th 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 M/s Anjan Kumar Roy & Co., Practising Company Secretaries (FCS: 5684/CP No:4557), to audit secretarial and other related records of the Company for the financial year 2024-25. The Secretarial Audit Report is given as Annexure II.

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Amendment Regulations, 2024 vide Notification No. SEBI/LAD-NRO/GN/2024/218 establishing detailed norms governing the appointment, re-appointment, and removal of secretarial auditors in listed entities the Board of Directors at its meeting held on 30th April 2025 has recommended the appointment of Labh & Labh Associates, Company Secretaries, as the Secretarial Auditor of the Company, subject to the approval of the shareholders at the ensuing Annual General Meeting for a period of five (5) consecutive financial years i.e. from the conclusion of the 78th Annual General Meeting until the conclusion of the 83rd Annual General Meeting of the Company to be held in the year 2030.

Secretarial audit of material unlisted subsidiary company

M/s Anjan Kumar Roy & Co. and M/s M R & Associates, Practising Company Secretaries, had undertaken Secretarial audit of the Company's material subsidiary, Chloride Metals Limited and Exide Energy Solutions Limited, respectively for the financial year 2024-25. 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 2024-25, in line with SEBI circular no. CIR/CFD/CMD/l/27/2019 dated 8th February 2019, for all applicable compliances, in line with the SEBI Listing Regulations and circulars/guidelines. The Annual Secretarial Compliance Report will be submitted to stock exchanges within 60 days of the end of the financial year 2024-25.

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 Practising Company Secretary in the secretarial audit report. The emphasis on the matter and the key audit matters paragraphs are 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 the heart of Exide's operations lies a deeply embedded commitment to sustainability and Environmental, Social, and Governance (ESG) principles. This core strategy guides our responsible business practices, with the overarching goal of creating lasting value for our diverse stakeholders and the wider communities we serve. By integrating ESG considerations into every facet of our work, we aim to contribute to a more sustainable and equitable future.

Our dedication to achieving tangible ESG targets is evident in our actions. We have proactively increased our renewable energy capacity, even as our energy needs grow, demonstrating our commitment to a cleaner energy mix. Furthermore, we actively engaged with our value chain partners to raise ESG awareness and are implementing greener transportation solutions in both primary and tertiary logistics to minimize our environmental footprint. Recognizing our employees as crucial to our success, we foster a collaborative and innovative work environment through inclusive HR policies that ensure safety, support, and equity for all.

We are happy to bring our fourth annual chapter of ESG disclosures through our 2nd Integrated Report, comprising the financial performance and the non-financial performance aligned with the Global Reporting Initiative (GRI) framework for the period from 1st April 2024 to 31st March 2025. The sustainability performance is also mapped to the United Nations Sustainable Development Goals (UN SDGs), and the ESG disclosures are compliant with the National Guidelines on Responsible Business Conduct (NGRBC), fulfilling the requirements of the Business Responsibility and Sustainability Report (BRSR) in line with SEBI's directive.

The Company is committed to pursuing its business objectives ethically, transparently, and with accountability to all its stakeholders. We believe in demonstrating responsible behaviour while adding value to society and the community and ensuring environmental well-being from a long-term perspective.

Under Regulation 34(2)(f) of SEBI Listing Regulations, the Business Responsibility & Sustainability Report (BRSR) for the FY 2024-25 is given in Annexure III.

The Company has also provided the requisite mapping of principles of the NGRBC 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, can, along with all the related policies, also be viewed on the Company's website: https://www.exideindustries.com/ investors/annual-reports.aspx.

BRSR Core Assurance

In terms of the requirements of the SEBI Listing Regulations and SEBI Circular SEBI/HO/CFD/CFD -SEC-2/P/CIR/2023

/122 dated July 12, 2023, the Company is required to undertake reasonable assurance of the BRSR Core for the Financial Year 2024-25.

The Company has appointed M/s KPMG Assurance & Consulting Services LLP ("KPMG") as the Assurance Provider on BRSR Core for the Financial Year 2024-25. A reasonable assurance report on BRSR core of the Company for the FY 2024-25 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

The Company has designed and implemented a comprehensive Internal Financial Control system over financial reporting to ensure that all transactions are authorised, recorded, and reported correctly and promptly.

Your Company's Financial Statements are prepared based on Significant Accounting Policies carefully selected by Management and approved by the Audit Committee and the Board. These Accounting policies are reviewed and updated from time to time.

Your Company uses SAP S/4 Hana, an ERP System, to maintain its Books of Account. The transactional controls built into the ERP System ensure appropriate segregation of duties, an appropriate level of approval mechanisms, and maintenance of supporting records. Your Company has detailed work instructions, Standard Operating Procedures, Policies, Processes, and Manuals that list roles, responsibilities, and required actions, which are periodically reviewed by Management.

The adequacy of internal control systems is assessed through reviews conducted by the Internal audit, statutory auditor, and management. The Audit committee collaborates with these entities to identify weaknesses or deficiencies and recommends improvements to the management, ensuring effective implementation.

The internal financial controls have been assessed during the year under review, considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the results of such assessments by the Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed. After checking the effectiveness of these controls, statutory auditors have issued an unqualified report.

On the strength of these controls and systems, your directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state that your Company's internal control systems are commensurate with its size and scale of operations and that they are designed to provide reasonable assurance that the Company's financial statements are reliable and prepared according to the law.

The Company's commitment to strong internal controls is reinforced by a well-defined system of internal audits, providing independent assurance and driving continuous enhancement of our control environment.

To continually improve these internal controls, the Company has established a well-defined system of internal audits to review and strengthen them independently.

Vigil mechanism/whistle-blower policy

Exide has a whistle-blower policy that offers a formal mechanism for its directors, employees, and other stakeholders to report genuine concerns about unethical behaviour, actual or suspected fraud, or violation of the

Company's Code of Conduct by the provisions of the Act, read with the Companies (Meeting of Board and its Powers) Rules, 2014, and SEBI Listing Regulations. It contains a reporting mechanism, how all reported concerns are dealt with, the confidentiality of the investigations and processes, protection of the whistle-blower against any retaliation, guidelines for retention of records during the investigation/ reporting of the case, etc.

It provides direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The guiding principles of the policy include:

Ensure that the Whistle Blower and the Whistle Officer are not victimised for doing so.

Treat victimisation seriously, including initiating appropriate action on such persons.

Ensure complete confidentiality.

Not attempt to conceal evidence of the Protected Disclosure.

Take appropriate action if anyone destroys or conceals evidence of the Protected Disclosure made / to be made.

Provide an opportunity to be heard by the person involved, especially by the Subject.

Your Company investigates any incident that is reported and takes suitable action in line with the whistle-blower policy. It is affirmed that no Company 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

Exide 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, colour, nationality, disability, or any other distinguishing characteristic.

In line with the 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.

Exide 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.

To promote awareness across the organization, Exide conducted awareness programs to educate employees about sexual harassment and the available redressal mechanisms. Additionally, all employees have access to online e-learning modules, which cover the key aspects of preventing, prohibiting, and addressing sexual harassment in the workplace.

During the financial year 2024-25, one complaint was reported. The issue was investigated thoroughly, and appropriate actions were taken. As of the end of FY 2024-25, there were no pending complaints.

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. Asish Kumar Mukherjee, Whole-Time Director (Director-Finance & CFO)

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

Mr. Subir Chakraborty (DIN: 00130864) and Mr. Arun Mittal (DIN: 00412767) ceased to be Whole -time directors upon retirement w.e.f close of business hours of 30th April 2024. They have stepped down from the Board of the Company w.e.f. 1st May 2024.

Ms. Mona N Desai (DIN: 03065966), retired from the Company upon completion of her 2nd term as Non-executive & Independent Director on 21st July 2024. She has stepped down from the Board w.e.f. 22nd July 2024.

Mr. Bharat D Shah (DIN: 00136969), retired from the Company upon completion of his 2nd term as Non-executive & Independent Director on 29th April 2025. He has stepped down from the Board as member and Chairman w.e.f. 30th April 2025.

The term of Mr. Asish Kumar Mukherjee (DIN: 00131626), Director-Finance & Chief Financial Officer (CFO) was due to expire at the close of business hours on 30th April 2025. He has stepped down from the Board w.e.f. 1st May 2025.

Your Board of Directors wishes to place on record its sincere appreciation for the exemplary services rendered by Ms. Mona N Desai, Mr. Bharat D Shah, Mr. Subir Chakraborty, Mr. Arun Mittal and Mr. Asish Kumar Mukherjee during their long association with the Company and immense contribution to the success of the Company.

Ms. Radhika Govind Rajan (DIN: 00499485) was appointed as Non-Executive & Independent Director by the Members at the 77th Annual General Meeting (AGM) of the Company for the 1st term of five (5) consecutive years w.e.f. 16th May 2024 to 15th May 2029, whose office shall not be liable to retire by rotation.

Mr. Jaidit Singh Brar (DIN: 10799130) was appointed as Non-Executive & Independent Director by the Members of the Company by way of Postal Ballot on 18th December 2024 for the 1st term of five (5) consecutive years w.e.f. 4th November 2024 till 3rd November 2029, whose office shall not be liable to retire by rotation.

Based on the recommendation of the Nomination & Remuneration committee, the Board of Directors at its Meeting held on 30th April 2025 inter-alia considered and approved the following:

_ Mr. Manoj Kumar Agarwal (DIN: 11040471) was appointed as an Additional director of the Company to hold office upto the ensuing 78th Annual General Meeting. Subject to approval of Shareholders at the ensuing AGM, it is also proposed to elevate him to the position of Director-Finance and CFO of the Company for a period of three (3) years beginning from 1st May 2025 till 30th April 2028, whose office shall be liable to retire by rotation.

Consequent upon the retirement of Mr. Bharat D Shah from the Board of Company, Mr. Sridhar Gorthi (DIN: 00035824) Non-Executive & Independent director is appointed as the Chairman w.e.f 30th April 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 R B Raheja (DIN: 00037480) 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 before Shareholders for approval.

Necessary information under the SEBI Listing Regulations and Secretarial Standard 1 (SS-1) issued by the Institute of Company Secretaries of India (ICSI) regarding directors to be appointed and 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 is 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

Under the provisions of the Act and SEBI Listing Regulations, the Independent Directors evaluated the performance of the Board as a whole, as well as the Chairman and the Non-Independent Directors. This exercise was carried out following the Company's Nomination and Remuneration Policy within the framework of applicable laws.

The Board carried out an annual evaluation of its performance and also evaluated the working of its committees and individual directors, including the Chairman of the Board. The performance evaluation of all the directors was carried out by the Nomination and Remuneration Committee. The questionnaire and the evaluation process were reviewed in line with the SEBI guidance note on Board evaluation dated 5th January 2017 and suitably aligned with the requirements.

The purpose of the Board's evaluation is to achieve consistent improvements in the Company's governance at the Board level with the participation of all concerned in an environment of harmony. The Board acknowledges its intention to establish and follow ‘best practices' in Board governance to fulfil its fiduciary obligations to the Company. The Board believes that the evaluation will lead to a closer working relationship among Board members, greater efficiency in using the Board's time, and increased effectiveness as a governing body.

The Annual Performance Evaluation process has been designed in such a manner which helps to measure effectiveness of the entire Board, its Committees, Chairperson and Individual Directors. Such processes help in ensuring overall performance of the Board and demonstrates a high level of Corporate Governance Standards. There are various key performance areas and evaluation criteria which are measured and analyzed during the process, few of them are in the table:

Considering the Company's success in most spheres and the value delivered to all its stakeholders, the Directors have been diligent, sincere, and consistent in performing their duties. The Directors expressed their satisfaction with the evaluation process.

Nomination & Remuneration Policy

Following the provisions of Section 178(3) of the Act and the SEBI Listing Regulations, Exide 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 (SMP) and also the independence of independent directors;

Aligning the remuneration of Directors, KMPs and SMPs 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 Company/business policy and strategy apart from 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, five (5) Board meetings and six (6) 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 Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

Listing

The equity shares 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 for FY 2024-25 to the BSE, NSE, and CSE.

Particulars of contracts or arrangements with related parties

All related-party transactions (RPT) entered during the financial year were conducted in the ordinary course of business and on an arms-length basis. The Company entered into no materially significant related-party transactions with promoters, Directors, key managerial personnel, or other persons that may have had a potential conflict with the Company's interests.

All related-party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is also obtained from the Audit Committee for repetitive related-party transactions that can be foreseen. The required disclosures are accordingly made to the Audit Committee every quarter regarding their omnibus approval.

Under regulations 23(5) of SEBI Listing Regulations as amended, approval of the Audit Committee is not applicable for the RPTs entered into between a holding company and its wholly-owned subsidiary, and RPT entered into between two wholly owned subsidiaries of the listed holding company, whose accounts are consolidated with such a holding company and placed before the shareholders at the general meeting for approval. Since most of the transactions of the Company are with its subsidiaries, omnibus approval of the Audit Committee is obtained for such transactions and is reviewed quarterly as a measure of good corporate governance.

In line with SEBI Listing Regulations as amended, the policy on the materiality of related-party transactions and on dealing with related-party transactions was amended and is uploaded on the website under the link: http://www. exideindustries.com/investors/governance-policies.aspx

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, exceed rupees one thousand crores or ten per cent of the annual consolidated turnover as per the last audited financial statements, whichever is lower, 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.

Your Directors draw your attention to notes to 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 of the Act, 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, we confirm 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 and 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.

The Managing Director and CEO, and Whole-Time Directors of the Company have not 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 There is no proceedings pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of one-time settlement with any Bank or Financial Institution.

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.