1. We have audited the accompanying standalone
financial statements of Bata India Limited (“the
Company”), which comprise the Standalone
Balance Sheet as at March 31, 2026, the
Standalone Statement of Profit and Loss
(including Other Comprehensive Income), the
Standalone Statement of Changes in Equity and
the Standalone Statement of Cash Flows for the
year then ended, and notes to the standalone
financial statements, including material
accounting policy information and other
explanatory information.

2. In our opinion and to the best of our information
and according to the explanations given to us,
the aforesaid standalone financial statements
give the information required by the Companies
Act, 2013 (“the Act”) in the manner so required
and give a true and fair view in conformity with
the accounting principles generally accepted in
India, of the state of affairs of the Company as
at March 31, 2026, and total comprehensive
income (comprising profit and other
comprehensive income), changes in equity and
its cash flows for the year then ended.

Basis for Opinion

3. We conducted our audit in accordance with the
Standards on Auditing (SAs) specified under
Section 143(10) of the Act. Our responsibilities
under those Standards are further described in
the “Auditor's Responsibilities for the Audit of
the Standalone Financial Statements” section of
our report. We are independent of the Company
in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India
together with the ethical requirements that are
relevant to our audit of the standalone financial
statements under the provisions of the Act and
the Rules thereunder, and we have fulfilled our
other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We
believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis
for our opinion.

Key audit matters

4. Key audit matters are those matters that, in our
professional judgement, were of most
significance in our audit of the standalone
financial statements of the current period. These
matters were addressed in the context of our
audit of the standalone financial statements as
a whole and in forming our opinion thereon, and
we do not provide a separate opinion on these
matters.

Other Information

5. The Company's Board of Directors is responsible
for the other information. The other information
comprises the information included in the Annual
report, but does not include the financial
statements and our auditor's report thereon.

Our opinion on the standalone financial
statements does not cover the other information
and we do not express any form of assurance
conclusion thereon.

In connection with our audit of the standalone
financial statements, our responsibility is to read
the other information and, in doing so, consider
whether the other information is materially
inconsistent with the standalone financial
statements or our knowledge obtained in the
audit or otherwise appears to be materially
misstated. If, based on the work we have
performed, we conclude that there is a material
misstatement of this other information, we are
required to report that fact. We have nothing to
report in this regard.

Responsibilities of management and those charged
with governance for the standalone financial
statements

6. The Company's Board of Directors is responsible
for the matters stated in Section 134(5) of the

Act with respect to the preparation of these
standalone financial statements that give a true
and fair view of the standalone financial position,
standalone financial performance, standalone
changes in equity and standalone cash flows of
the Company in accordance with the accounting
principles generally accepted in India, including
the Indian Accounting Standards specified under
Section 133 of the Act. This responsibility also
includes maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding of the assets of the
Company and for preventing and detecting
frauds and other irregularities; selection and
application of appropriate accounting policies;
making judgments and estimates that are
reasonable and prudent; and design,
implementation and maintenance of adequate
internal financial controls, that were operating
effectively for ensuring the accuracy and
completeness of the accounting records,
relevant to the preparation and presentation of
the standalone financial statements that give a
true and fair view and are free from material
misstatement, whether due to fraud or error.

7. In preparing the standalone financial statements,
Board of Directors is responsible for assessing
the Company's ability to continue as a going
concern, disclosing, as applicable, matters

related to going concern and using the going
concern basis of accounting unless Board of
Directors either intends to liquidate the
Company or to cease operations, or has no
realistic alternative but to do so.

8. Those Board of Directors are also responsible
for overseeing the Company's financial reporting
process.

Auditor’s Responsibilities for the Audit of the

Standalone Financial Statements

9. Our objectives are to obtain reasonable
assurance about whether the standalone
financial statements as a whole are free from
material misstatement, whether due to fraud or
error, and to issue an auditor's report that
includes our opinion. Reasonable assurance is a
high level of assurance but is not a guarantee
that an audit conducted in accordance with SAs
will always detect a material misstatement when
it exists. Misstatements can arise from fraud or
error and are considered material if, individually
or in the aggregate, they could reasonably be
expected to influence the economic decisions
of users taken on the basis of these standalone
financial statements.

10. As part of an audit in accordance with SAs, we
exercise professional judgement and maintain
professional scepticism throughout the audit. We
also:

• Identify and assess the risks of material
misstatement of the standalone financial
statements, whether due to fraud or error,
design and perform audit procedures
responsive to those risks, and obtain audit
evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk
of not detecting a material misstatement
resulting from fraud is higher than for one
resulting from error, as fraud may involve
collusion, forgery, intentional omissions,
misrepresentations, or the override of
internal control.

• Obtain an understanding of internal control
relevant to the audit in order to design audit
procedures that are appropriate in the
circumstances. Under Section 143(3)(i) of
the Act, we are also responsible for

expressing our opinion on whether the
Company has adequate internal financial
controls with reference to standalone
financial statements in place and the
operating effectiveness of such controls.

• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related
disclosures made by management.

• Conclude on the appropriateness of
management's use of the going concern
basis of accounting and, based on the audit
evidence obtained, whether a material
uncertainty exists related to events or
conditions that may cast significant doubt
on the Company's ability to continue as a
going concern. If we conclude that a material
uncertainty exists, we are required to draw
attention in our auditor's report to the
related disclosures in the standalone
financial statements or, if such disclosures
are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence
obtained up to the date of our auditor's
report. However, future events or conditions
may cause the Company to cease to
continue as a going concern.

• Evaluate the overall presentation, structure
and content of the standalone financial
statements, including the disclosures, and
whether the standalone financial statements
represent the underlying transactions and
events in a manner that achieves fair
presentation.

11. We communicate with those charged with
governance regarding, among other matters, the
planned scope and timing of the audit and
significant audit findings, including any
significant deficiencies in internal control that
we identify during our audit.

12. We also provide those charged with governance
with a statement that we have complied with
relevant ethical requirements regarding
independence, and to communicate with them
all relationships and other matters that may
reasonably be thought to bear on our
independence, and where applicable, related
safeguards.

13. From the matters communicated with those
charged with governance, we determine those
matters that were of most significance in the
audit of the standalone financial statements of
the current period and are therefore the key
audit matters. We describe these matters in our
auditor's report unless law or regulation
precludes public disclosure about the matter or
when, in extremely rare circumstances, we
determine that a matter should not be
communicated in our report because the
adverse consequences of doing so would
reasonably be expected to outweigh the public
interest benefits of such communication.

Report on other legal and regulatory requirements

14. As required by the Companies (Auditor's Report)
Order, 2020 (“the Order”), issued by the Central
Government of India in terms of sub-section (11)
of Section 143 of the Act, we give in the Annexure
B a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent
applicable.

15. As required by Section 143(3) of the Act, we
report that:

(a) We have sought and obtained all the
information and explanations which to the
best of our knowledge and belief were
necessary for the purposes of our audit.

(b) In our opinion, proper books of account as
required by law have been kept by the
Company so far as it appears from our
examination of those books, except for the
matters stated in paragraph 15(h)(vi) below
on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014
(as amended).

(c) The Standalone Balance Sheet, the
Standalone Statement of Profit and Loss
(including other comprehensive income), the
Standalone Statement of Changes in Equity
and the Standalone Statement of Cash Flows
dealt with by this Report are in agreement
with the books of account.

(d) In our opinion, the aforesaid standalone
financial statements comply with the Indian
Accounting Standards specified under
Section 133 of the Act.

(e) On the basis of the written representations
received from the directors as on March 31,
2026, taken on record by the Board of
Directors, none of the directors is
disqualified as on March 31, 2026, from being
appointed as a director in terms of Section
164(2) of the Act.

(f) With respect to the maintenance of accounts
and other matters connected therewith,
reference is made to our remarks in
paragraph 15(b) above on reporting under
Section 143(3)(b) and paragraph 15(h)(vi)
below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014
(as amended).

(g) With respect to the adequacy of the internal
financial controls with reference to
standalone financial statements of the
Company and the operating effectiveness
of such controls, refer to our separate Report
in “Annexure A”.

(h) With respect to the other matters to be
included in the Auditor's Report in
accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014 (as
amended), in our opinion and to the best of
our information and according to the
explanations given to us:

i. The Company has disclosed the impact
of pending litigations on its standalone
financial position in its standalone
financial statements - Refer Note 17b
and Note 29(A) to the standalone
financial statements;

ii. The Company was not required to
recognise a provision as at March 31,
2026 under the applicable law or Indian
Accounting Standards, as it does not
have any material foreseeable losses on
long-term contract. The Company did
not have any long term derivative
contracts as at March 31, 2026.

iii. There has been no delay in transferring
amounts, required to be transferred, to
the Investor Education and Protection
Fund by the Company during the year.

iv. (a) The management has represented
that, to the best of its knowledge
and belief, as disclosed in Note 38(v)
to the standalone financial
statements, no funds have been
advanced or loaned or invested
(either from borrowed funds or
share premium or any other sources
or kind of funds) by the Company
to or in any other person(s) or
entity(ies), including foreign entities
(“Intermediaries”), with the
understanding, whether recorded in
writing or otherwise, that the
Intermediary shall, whether directly
or indirectly, lend or invest in other
persons or entities identified in any
manner whatsoever by or on behalf
of the Company (“Ultimate
Beneficiaries”) or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

(b) The management has represented
that, to the best of its knowledge
and belief, as disclosed in the Note
38(vi) to the standalone financial
statements, no funds have been
received by the Company from any
person(s) or entity(ies), including
foreign entities (“Funding Parties”),
with the understanding, whether
recorded in writing or otherwise,
that the Company shall, whether
directly or indirectly, lend or invest
in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
(“Ultimate Beneficiaries”) or provide
any guarantee, security or the like
on behalf of the Ultimate
Beneficiaries; and

(c) Based on such audit procedures that
we considered reasonable and
appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
representations under sub-clause
(a) and (b) contain any material
misstatement.

v. The dividend declared and paid by the
Company during the year in respect of
the prior year ended March 31, 2025 is
in accordance with Section 123 of the
Act to the extent it applies to declaration
and payment of dividend.

As stated in Note 26 to the standalone
financial statements, the Board of
Directors of the Company has proposed
final dividend for the year which is
subject to the approval of the members
at the ensuing Annual General Meeting,
and is in accordance with Section 123 of
the Act to the extent applicable.

vi. Based on our examination, which
included test checks, the Company has
used one core and multiple support
software for maintaining its books of
account, which have a feature of
recording audit trail (edit log) facility
and that has operated throughout the
year for all relevant transactions
recorded in the software, except for the
following instances:

1. Audit trail feature was not available
for one supporting accounting
software;

2. With respect to direct database
changes for one core accounting
software, in the absence of
adequate evidence of necessary
controls and documentation, we are
unable to comment on the audit trail
feature; and

3. Audit trail does not contain logs for
all information related to any
modification maintained at
database level for all other
accounting software.

During the course of performing our procedures,
except for the aforesaid instances of audit trail
not being maintained at application and
database levels where the question of our
commenting on whether the audit trail has been
tampered with does not arise, we did not notice
any instance of audit trail feature being tampered

with. Further, the audit trail, to the extent
maintained in the prior years, has been preserved
as per the statutory requirements for record
retention.

16. The Company has paid/ provided for managerial
remuneration in accordance with the requisite
approvals mandated by the provisions of Section
197 read with Schedule V to the Act.

For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/N500016

Rajib Chatterjee
Partner

Membership Number: 057134
UDIN: 26057134GNGEPR3547

Place: Kolkata
Date: May 27, 2026