We are pleased to present the 76th Annual Report of your Company together with the Audited Financial Statements for the year ended 31st March 2023

Economic Environment

Global Economic Overview

The global outlook remained uncertain with the financial sector under stress, stubborn inflation, and the continuation of the Ukraine war, apart from the residual effects of three years of COVID. According to the IMF, “The baseline forecast is for growth to fall from 3.4 percent in 2022 to 2.8 percent in 2023, before settling at 3.0 percent in 2024.” In 2022, the rapid spread of COVID-19 in China, and Europe’s food and energy crises, further exacted a heavy toll on world economic activity. The negativity affected consumer and investor confidence, which further pressured the global economy's near-term growth prospects.

The slowdown is particularly noticeable in the advanced economies which contribute majorly to global demand. Growth is expected to plummet from 2.7 percent in 2022 to 1.3 percent in 2023. If conditions worsen this could fall below 1 percent, says the IMF report.

On the positive side global inflation is likely to abate in the coming months, though energy and food prices were yet to show any major respite. Economic activity has beer improving since the third quarter of 2022, with some rebounc in household consumption and a pick-up in business activity. The opening of the Chinese economy towards the end ol the year also paved the way for recovery in demand. As the

India, along with China, is expected to contribute 50% of global growth in 2023

remaining headwinds are mainly in the Western world, global growth is projected to be held up by the Asian economies. In 2022, emerging markets and developing economies achieved a growth rate of approximately 4%, contributing significantly to overall global growth. In the coming year, these regions are expected to continue bolstering the global economy by sustaining a growth rate of 3.9%.

Several counter countermeasures are underway to prevent further downtrend in growth. Sustained wage rise and Government’s push to boost pent-up demand in large economies may gradually drive consumer demand while reducing supply constraints. This, in turn, should curb inflation and minimise the need for additional interest rate

hikes, thereby supporting growth. On the political front, the cessation of the Ukraine war will give a significant boost to the world economy. Greater cooperation among countries would ease the road to recovery.

Indian Economic Overview

India appeared to be the bright spot in a struggling world economy retaining its position as the world's fastest-growing major economy in the financial year (FY) 2022-23. The country clocked a real gross domestic product (GDP) growth rate of 7.2 percent as per the estimate of the Central Statistical Organisation (CSO), backed by strong investment activity, the Government’s capex and infra push, and buoyant private consumption, particularly among higher-income earners.

The Indian economy demonstrated remarkable resilience, which is reflected in a rebound in post-pandemic consumption, increased economic activity, and a resurgent service sector. The Government of India's initiatives for driving infrastructure investments have also facilitated growth.

Backed by its strong fundamentals, the Indian economy is in a sweet spot to witness sustained growth in the years ahead. As per the Economic Survey presented in parliament in January 2023, India is expected to witness a 6.0-6.8 percent GDP growth rate in FY 2023-24. Multiple international and domestic agencies forecast India’s GDP growth to be in the range of 6.0%-7.0% for FY 2023-24.

The growth drivers will continue to be private consumption and investment, supported by favourable Government policies focused on improving infrastructure, and the business and banking ecosystem. India is optimistic about its future prospects because of its macroeconomic stability as well as its growing economic and political prominence on the international stage. On 1st December 2022, India assumed the presidency of the G20 forum taking over from Indonesia. As an emerging economic powerhouse, it is expected that India will take on other crucial roles in the coming years.

High-frequency indicators, including GST collections, railway and air traffic, electronic toll collection, the volume of e-way invoices, etc., point towards a strong economic recovery. Increasing UPI transactions and a higher credit demand also indicate sustained expansion. However, the key risks to the growth rate can be a slowdown in the global economy if the geopolitical situation becomes further tense or persistent high inflation leads to an increase in interest rates by central banks of major countries.

Multiple international and domestic agencies forecast India’s GDP growth to be in the range of 6.0%-7.0% for FY 2023-24

Industry Structure & Development

After a couple of years of lacklustre performance induced by the pandemic, the tide has largely turned in favour of the automotive industry and brought cheer to the Original Equipment Manufacturers (OEMs). Even last year, apart from the lingering threat of a new Covid variant, Omicron, the industry continued to face headwinds owing to the global semiconductor shortage. These anxieties now appear to have eased out to a large extent, and the industry is looking at a phase of sustained growth. The trend, however, is not equal across verticals: while some are set to soar higher, others still have to deal with challenges such as price hikes, rising operating expenses, and financing costs.

Upbeat consumer sentiment, increased mobility, new launches, and easing supply-side constraints are driving demand for passenger vehicles. According to the Society of Indian Automobile Manufacturers (SIAM), passenger vehicles registered the highest-ever domestic sales in 202223, surpassing the previous peak of 2018-19. Commercial vehicles too did well coming close to the previous sales peak of 2018-19. 3-wheelers gained traction compared to the past two years, though sales are yet to reach the pre-Covid levels. It is only in 2-wheelers that the growth failed to keep pace with other automobile segments.

Overall, domestic sales of passenger vehicles recorded a growth of about 27% during the year under review compared with 13% growth in the previous year. The commercial vehicles segment saw a growth of over 34% this year against a growth of 26% last year. 3-wheeler domestic sales grew by 87% compared to a 19% growth during the previous year. 2-wheeler sales increased by about 17% compared to a de-growth of 11% last year. SIAM believes that positive policy initiatives will help the industry to continue with its growth momentum.

Company Performance

While the year 2022-23 saw recovery from COVID-19, multiple complex and interconnected challenges such as inflation, slowdown in global economic growth, and geopolitical tensions affected businesses in different ways. We are however pleased to state that Exide steered through the challenges and remained focused on delivering value to its stakeholders. In this journey, we have also been blessed with continued support from customers who have trusted our brands and value proposition over the decades.

Automotive Division

As the year under review was free from pandemic-related mobility restrictions that marked the preceding two years, the demand from both OEM and the aftermarket rebounded sharply. Exide was well positioned to tap the resulting opportunities, successfully leveraging its long-standing relationship with OEMs to expand market share with both 4-wheeler and 2-wheeler manufacturers, despite stiff competition. Market share gains in the OEM market, along with the growth of domestic vehicle production, gave us sizeable volume expansion in this vertical.

The digital transformation in Exide’s aftermarket business over the last few years has started paying dividends by enabling micro-market level visibility. Today the sales team can monitor real time data on primary and secondary sales in a specific area to determine sharper strategies -- widening the gap with competition and reinforcing our leadership across segments. With clearer visibility of performance -- both across input factors that drive sales and output parameters that measure outcome -- there is also better focus on the task at hand.

Dealers, distributors and other channel partners also enjoy greater transparency and tools to enable growth for their businesses. Hyperlocal marketing initiatives further help our channel partners draw more customers. In media terms brand awareness and promotions across a variety of digital platforms continue to be the focus area for drawing customers. The post-Covid resurgence of traditional media like cinema is also being effectively used to supplement brand-building initiatives wherever required.

Leveraging our understanding of emerging trends, we continued to build on our product offering. This included cementing the first-mover advantage in critical segments such as batteries for hybrid vehicles with our Exide Mileage ISS & SF HybridX range of batteries.

Market share gains in the OEM market and growth in domestic vehicle production, gave us sizeable volume expansion

Exports

Globally, key automotive markets were impacted by geopolitical tensions, appreciation of the US dollar, imposition of anti-dumping duty in Gulf Cooperation Council (GCC) countries and the slowdown of demand from North America and some other markets. Despite these challenges, Exide remained focused on expanding the export footprint of automotive batteries.

To drive exports, the Company is focusing on strengthening presence in key markets, expanding its distributor base, exploring new product options, private labelling, and contract manufacturing.

The team has been able to steer through the logistical challenges and cater to the requirement of global channel partners successfully. Our personnel in overseas markets continue to play a key role in staying connected with the customers and addressing market requirements on a war footing.

We are pleased to state that we have been able to make inroads into the Russian market where we are well poised to take advantage of power storage demand in the next year.

There has been outstanding growth in Southeast Asia, which we could fully exploit due to our strategic geographical location.

Sales in the Middle East and the USA were stressed. Antidumping duties were imposed in the GCC countries, stifling demand. However, we have been able to retain our business volume by introducing new products. In the US market, we are trying to regain our volume of business through aftermarket retail chains.

After-Sales Service

After-sales service plays a pivotal role in augmenting the Exide brand equity. With rising sales in recent years, the service team’s responsibility has widened, and it is fully geared to meet the expectation of our customers. Apart from regular services, Exide has launched several service initiatives during the year with the objective of greater responsiveness to customer demands and to enhance customer delight. In the last year, initiatives such as annual maintenance contract (AMC) for inverter batteries and HUPS, dealer empowerment programs, were added to the services list. The launch of AMC for inverter batteries and HUPS has helped Exide gain popularity among customers, apart from generating revenue.

In the year under review we have adopted a dynamic tertiary model, enabling dealers to take faster decisions on battery servicing by either directly empowering them or by tagging them to the nearest empowered dealers. A journey cycle plan for service engineers and Regional Service Heads to meet dealers regularly is another step introduced during the year.

In keeping with Exide’s ‘customer first’ approach, we have launched several marketing initiatives over the years, of which Exide Batmobile Doorstep Service is a runaway winner. This service is now also available for all Inverter battery and HUPS customers. It offers a free pick-up-and-drop facility for end-customers and facilitates the purchase of new batteries. Under this unique service scheme, a customer needs to simply send a message to a dedicated WhatsApp number (700440 00000) and the service team provides quick on-site help. In line with our service goals, we have also reached out with a superior service model for upcountry customers to reduce turnaround time across the country.

The Indian automobile industry was into a deep structural slowdown even before the Covid-19 pandemic started and was further impacted by the pandemic. However, the tide has finally turned in favour of the industry in 2022-23. During the year, the passenger vehicles segment posted its highest ever domestic sales, while commercial vehicles posted the 2nd highest domestic sales. Although domestic sales of 3-wheelers remain below pre-Covid levels, they grew by 87% over the previous year.

Strong automobile sales augur well for your Company as higher vehicle sales not only help the OEM business but also expand the aftermarkets in years to come. As your Company has a dominant presence in the aftermarket and enjoys strong customer loyalty, we are well-positioned to tap the opportunities. In 2023, the India Meteorological Department (IMD) has predicted ‘above-normal maximum temperatures’ in most parts of the country, which is expected to drive the demand for inverter batteries, HUPS, and Integra, our integrated inverter with lithium-ion technology.

In the year under review, our OEM business has further consolidated Exide’s leadership position by enhancing market share. We expect to continue our strong relationship with OEMs.

In the Trade market, our strategy is to consolidate the leadership of Exide and strengthen our distribution reach as well as strength of our other two brands - ‘SF Batteries’ and ‘Dynex’. We believe that the strategic initiatives undertaken for these brands will bolster our dominance of the trade segment in the coming quarters.

From all indicators, it appears that the worst is over for the automotive battery vertical. Exports, which faced headwinds in multiple geographies, are poised for strong growth from here on. Besides recovery in our existing markets, the new geographies that we have added to our list will help to generate additional business.

Higher vehicle sales not only help the OEM business but also expand the aftermarkets in years to come

Opportunities and Threats

In 2021, India was the largest manufacturer of 2-wheeler and 3-wheeler vehicles, and the world’s fourth-largest manufacturer of passenger cars. In December 2022, the country became the 3rd largest automobile market, surpassing Japan and Germany in terms of sales. In 202223, the automobile industry touched two key milestones in terms of highest-ever passenger vehicle sales and second-highest commercial vehicle sales ever. Therefore, we believe

that the demand for lead-acid batteries will remain strong in the foreseeable future for both OEMs and aftermarkets. Our manufacturing plants and supply chain are fully equipped to cater to the growing demand.

In Electric Vehicles (EVs) too, a 12-volt Lead Acid Battery is required to operate lights, audio system, and other equipment, which we are supplying to EV manufacturers. Therefore, we do not see any immediate threat to our lead-acid battery business.

However, competition is intensifying in lead acid batteries, especially in the inverter segment. A number of competitors have emerged who have invested heavily in brand building and distribution to make market inroads. Exide is countering

digitization of the business processes across functions in order to fetch real-time data for agile decision-making.

We are also making a comprehensive effort towards manufacturing cost reduction as we constantly strive to maintain cost competitiveness. Over the past year, we have made the supply chain leaner and streamlined logistical operations to reduce costs. We have also adopted predictive modelling and are following a leaner inventory model.

In the overseas market, we are launching new product variants in order to mitigate regulatory risks. At the same time, we are entering new markets such as Russia, Europe, and North America in order to mitigate geopolitical and commercial risks affecting opportunities in specific locations.

We believe these initiatives are helping your Company to minimize the impact of uncertainties and to achieve its planned business objectives.

Industrial Division

The year under review was a year characterised by strong demand across all the end-market verticals of Exide’s Industrial Division. External headwinds in the form of input cost inflation and geopolitical tensions impacted margins and overseas demand but, with domestic demand remaining strong, profits rebounded as these headwinds eased and the business delivered on all fronts.

The Uninterrupted Power System (UPS) vertical, which is the largest business vertical of the Industrial Division, registered robust growth over last year. The Trade demand reflected the rising requirement for critical power backup in the country. The OEM business also contributed significantly toward the numbers due to rising demand as the overall economic activity continued to improve. The UPS business vertical continues to be our nucleus of strength, driven by a diversified portfolio, continuous product/ process innovations, and backed up by our strong sales and service network across India.

In 2022, the renewable energy industry thrived as India’s energy transition efforts were encouraged by the rapid decline in the cost of generating solar and wind energy. Coupled with the enabling policy ecosystem this has accelerated green energy investments. The

recession. We have achieved this growth by mining existing accounts in South Korea, Italy, Portugal, and Australia. The Company has embarked upon a detailed reach-out plan in the Traction vertical for customers in Europe and is adding multiple destinations with the same customers to have a wider spread of availability in the region. Efforts are also being made to enrich the product portfolio while offering complete battery solutions with ORC batteries.

In Standby batteries, Exide has achieved impressive allround growth with particular success in West Asia and Middle East. We have made inroads in Europe and continue to pitch our products in these markets. The Company has also initiated the approval process in power companies in the Middle East to gain a foothold in this sector. To summarise, the year recorded a healthy performance that stands out in the backdrop of the lacklustre macro environment.

Going forward, we will continue our extensive outreach program for Traction batteries in Europe and the regions mentioned above. We expect the export market to remain on an upward trajectory. Similarly, the Standby battery vertical is also likely to witness significant growth owing to new customers and rising demand in the Middle East and West Asia.

Outlook

The year-on-year growth registered in the IUPS business is testimony to the successful strategies implemented by the business vertical through improved portfolio management and go-to-market alignment. With an expected increase in Government and private spending on infrastructure projects during the run-up to the 2024 elections, we expect to continue our growth trajectory in IUPS business in the coming financial year. Going forward, the IUPS business is increasing its array of products, offering a comprehensive range along with exceptional customer experience.

The Solar vertical has diversified its portfolio by adding the AGM VRLA product range, which will fill the whitespace for maintenance-free solar batteries in the market.

This year we launched Exide SUNDAY Rooftop Solar Solutions (RTSS), offering a first-of-its-kind 5-year comprehensive warranty. The warranty covers all components of the system to provide a hassle-free brand experience to customers. The highlight of this solution is the fully digital customer

journey, right from the first enquiry through planning, and until installation. The initial market feedback to RTSS has been encouraging and we plan to scale up this business. To this end, we have launched a digital campaign, consisting of a series of ads that introduce our Exide Sunday concept to the customers with compelling reasons to consider Exide SUNDAY Rooftop Solar Solutions. The campaign is on popular platforms like YouTube, Google & Facebook (Meta) to drive awareness and generate demand.

In the Infrastructure space, Exide expects to scale new heights in the next year. For the Power vertical, this expectation is based on the strength of large orders expected from nuclear power plants and thermal power plants The ‘Make in India’ government policy has provided additional tailwinds for us in this sector.

In the Projects vertical, substantial orders from metro railways combined with Plante orders from the defence establishment will drive growth. Another growth driver is the flooded batteries required for signalling and telecommunications in the Indian Railways, which we have been able to re-enter after a 5 year hiatus.

As rural tele-density keeps improving and 5G services get rolled out in more and more cities, the Telecom vertical faces attractive prospects. The 5G rollouts are progressing at a rapid pace with operators working towards a pan-India 5G rollout in the next 12-15 months. The rollout is anticipated to create a surge in battery requirements.

In the Traction vertical, our Company has been growing consistently for two consecutive years after the pandemic. The Material Handling Equipment OEMs have strengthened their portfolio in the green products category, propelling the demand for electric forklifts. Exide is well equipped with the needed capacities to address this rising demand. Increased demand from warehouse and logistics hubs is also anticipated. Luggage puller trolley batteries for the aviation sector is another niche growth market going into next year.

The ongoing volatility in input costs, along with uncertainty about the timely availability of imported bought out items may pose some threats in the coming financial year but on an overall level, the IUPS business is expecting a surge in demand from emerging technological infrastructure. A digital-heavy capital expenditure (Capex) super-cycle spurred by both public and private investments in the next financial year, especially in the backdrop of upcoming general elections, bodes well for the vertical.

The Solar Rooftop market is showing signs of recovery and the demand is back to pre-covid levels. High module and other project Balance of System (BoS) prices and continued supply chain challenges, impacted capacity-addition plans during the year. However, with the supply situation easing and issues with shipping/ availability ironing out, we are optimistic about the market outlook, especially in the residential and small commercial and industrial rooftop market, which has been waiting to break out.

In the Power sector, we are seeing resurgence in thermal power plants including the revival of the thermal power plants in which operations had been suspended. This is demonstrated in the strong order pipeline. Furthermore, we are seeing growing requirements for Battery Energy Storage Systems (BESS), which is slated to become a major sector. We envisage these requirements will contribute to a large volume of business in the years to come.

For the Infrastructure Projects vertical, we are seeing strong demand across the industry on the back of robust public spending on infrastructure. The major opportunities are in Metro, Railways, Defence, and Data centre sectors. Another opportunity in this space is in the conversion of existing nickel-cadmium technology into lead-acid technology based on the application requirements.

Demand for lithium batteries in material handling, especially in the rental segment, is increasing day by day and is expected to grow further, indicating a partial shift in market preferences. Low-cost small Indian manufacturers, who get the advantage in tender-based platforms, pose a threat in the traditional lead-acid battery solutions market.

Looking forward, we expect a huge opportunity for 2V standby business in Europe, Middle East, Africa, and South-East Asia markets. The market for 12V batteries will continue to expand in West Asia and the Middle East. The recent consolidation in competitive space in Europe has set in motion a de-risking approach with the major distributors looking at Exide as a potential partner.

However, the Ukraine war, the ensuing slowdown, and the escalating energy prices in the European markets pose considerable threats.

A recurring outbreak of COVID-19, like China’s Covid ‘Exit Wave’, new SARS-CoV2 variants/ sub-variants could pose fresh challenges. There are additional threats of a looming global recession that may impact the world economy negatively. Even though a limited impact is expected in India, this could lead to weaker consumer sentiment and muted demand.

An escalation in energy/ raw material prices due to the ongoing conflict between Russia and Ukraine could have a cascading effect across commodities.

The Solar power industry has seen its fair share of challenges in 2022. Several solar projects were delayed because of the increased project costs and challenges around the supply chain, land availability, and timely power evacuation.

Conventional Integral Coach Factory (ICF)-design AC coaches of Mail/ Express trains are being replaced with Linke Hofmann Busch (LHB) design coaches in a phased manner. Since FY 2017-18, only LHB Coaches are being manufactured by the production units of Indian Railways. This trend can be seen in the Vande Bharat rakes, which require lithium-ion battery technology. This has led to gradual shrinkage in the market size for lead-acid batteries and consequently, reduction in the ticket size of the battery requirement.

The recent consolidation among European competitors has impacted demand owing to the shift in the buying strategy of some of our existing customers. Additionally, the recent withdrawal of Generalised System of Preferences (GSP) concession from European geographies has also introduced an element of uncertainty that can impact our overall competitiveness in Europe. Exide is taking steps to address these risks by acquiring new customers, entering new geographies, and diversifying the overall export customer base.

In response to the increase in commodity costs due to inflationary pressure, we have implemented a series of measures aimed at reducing and optimizing our costs across operations. Our focus on operational efficiencies has allowed us to identify areas where cost reductions can be made without compromising quality or safety. Additionally, we have adopted a calibrated pricing strategy that considers the current market conditions while ensuring our competitiveness.

Submarine Division

During the Financial Year (FY) 2022-23, the performance of your Company in the export market was satisfactory. In this period, we manufactured and delivered two sets of

submarine batteries, along with all accessories and spares for export to different countries. The batteries were delivered after the successful completion of all Factory Acceptance Tests (FAT) in the presence of the customer and with the prior permission of the Government of India.

In pursuit of new opportunities to expand the export business, Exide has been engaging actively with potential customers to promote its products. Globally, we compete with established international players as well as new entrants in this high-value arena. We are also continuing our efforts at innovation to enhance battery performance and add further value to the customer for gaining competitive advantage.

Due to inherent nature of the business, new opportunities are expected to fructify in the medium to long term.

Technology Upgrades

As in previous years, this year too, Exide’s R&D engineers have come up with several new products and new technologies to meet emerging user needs. The overall direction has been towards the development of product solutions that address the net-zero aspirations of the generation. Accordingly, a great deal of emphasis has been placed on ‘how to manufacture’ - in addition to ‘what to manufacture’ -- so that the net load on the environment is reduced holistically. The R&D and manufacturing engineers have come together to examine every opportunity to reduce energy costs in the manufacturing cycle. Optimization of process cycle time, selection of low-cost energy sources, and introduction of low-energy consumption equipment have been key considerations in this effort. The results are major steps towards a reduced carbon footprint with lower manufacturing process costs.

First introduced in this country by Exide, punched plate technology in four-wheeler batteries has been a great success, The time has now come to extend this technology to batteries for two-wheelers. Continuous plate production and environment-friendly manufacturing are the twin themes of new-age two-wheeler battery manufacturing to ensure higher performance consistency at a lower cost.

As the automobile industry transforms to produce cleaner cars, the expectations from batteries have risen commensurately. Exide has kept pace by introducing Enhanced Flooded Battery (EFB) and Idle Stop Start (ISS) batteries for most vehicle manufacturers in the country. The demand is now shifting towards completely sealed AGM VRLA batteries for under-bonnet automobile applications in order to achieve improved fuel efficiency and ensure cleaner emissions. We are in the process of setting up manufacturing units for the production of such advanced batteries in the next financial year. The basic development at the prototype level has been completed and we intend

to formally introduce the batteries on a commercial scale during the coming year.

On the export front, a huge demand has been building up for advanced technology batteries for vehicles. Users, particularly from the Middle East, Far East, and North America, are demanding customized batteries with advanced features as per the priorities of their respective countries. Exide’s design and plant engineers are working tirelessly to turn out batteries suited to specific customer requirements.

On the industrial front, Exide’s traction cells have long established a top-of-the-mind place among global customers. During the year under review, our engineers took the traction technology one step further by launching the ‘Opportunity Recharge Cell” (ORC) version which helps users with a limited budget, to find a material-handling solution with an extended duty cycle.

In the current year, Exide launched another game-changing traction technology to step further ahead of the competition. The resulting batteries have about 50% extra cycle life as compared to the conventional version and a warrantied life of three years. The new configuration features superior design and modern, eco-friendly manufacturing technology at its core.

In the telecom sector, with the arrival of 5G networks, there is a growing demand for compact, high-performance sealed batteries for outdoor deployment. In a short space of time, our R&D engineers have been able to come up with a design package that is now deployed at various locations in the country.

Battery energy storage systems (BESS) are slowly emerging as the core of future stationary battery storage. Exide is therefore developing multiple solutions -- at different life and price points -- for future deployment. In a significant association with the Calcutta Electric Supply Corporation (CESC), a 400 KWH lead-acid storage system has been installed and commissioned in the outskirts of Kolkata city for a micro-grid duty cycle. The offered technology comprises Exide’s advanced OPzV Tubular Gel product backed by an indigenously developed management system. The bank is in satisfactory duty now for more than nine months.

The drive towards the use of recycled lead has continued through the year as more and more lead and lead compound sourcing are being brought under the broad specification of recycled lead. Additionally, this year there

has been a significant focus on recycled plastics. Although the numbers are still modest, we have set ambitious targets for the percentage of recycled plastics to be used in the coming years.

Information Technology & Digital Initiatives

The recent disruptions due to technology such as Open AI, ChatGPT, DALL-E, and other AI tools, have forced businesses to re-evaluate and adjust how they work. As a result, it is now necessary for all market segments to structurally re-invent their approach. This means that all functions must abandon their old ways in favour of fresh ones that are more transformative.

With the growing scale of the business, the Company is constantly focusing on innovation to enhance its operational efficiency, and resource optimisation to achieve important business goals. In FY 2022-23, Exide continued its innovation journey with a focus on digitally transforming and nurturing Exide’s ecosystem to create sustainable value. During the year, Exide implemented predictive and rule-based AI systems across its dealership network with the intent to automate decision-making on process parameters and remove discretion, limitations, and estimation errors. The year also saw the successful implementation of key projects to optimise the logistics cost of both inbound and outbound operations. We also focused on upskilling the workforce and equipping them with the necessary tools to adopt and sustain the digital initiatives implemented during the year. We have taken all possible measures to ensure we are ready for any technology disruption.

Multiple layers of proactive controls are adopted to address the heightened concerns and consequences of cyber security threats resulting from rapid digitalization. This includes imparting regular training to the employees and conducting cyber security examinations, investment in multilayer firewalls, ongoing mock drills, periodic penetration assessment tests, testing of backup servers readiness, establishing a 24x7 security operations centre for real-time monitoring of threats, digitally signed email and data loss prevention tools, as well as ISO 27001 certification.

Some of our digital initiatives include the implementation of conversational artificial intelligence, the use of video analytics to enhance security and monitor operations, the adoption of drone technology for surveillance, and the implementation of augmented reality to enhance training and customer experiences. These initiatives can potentially reduce future costs by improving process efficiency, reducing manual labour, and enhancing customer satisfaction for increased loyalty and repeat business. By embracing innovative technologies, we are positioning ourselves to be more competitive, agile, and adaptable in the changing market conditions.

Driving a sustainable business

Your Company is committed to the Environmental, Social & Governance (ESG) goals for creating sustainable long-term value for all its stakeholders. With sustainability at the core of the Company’s strategy, it has built-in processes and initiated measures that make it a force for good: ensuring responsible business conduct and the overall well-being of its employees and communities.

In sync with Exide’s sustainability vision, we endeavour to demonstrably contribute in a socially, ethically, and environmentally responsible way to develop a society where the needs of all are met. The Company is supported by a sustainability framework based on focus areas across various ESG facets, and all sustainability interventions broadly fall under these focus areas. Exide consistently aims to achieve targets set under each focus area. We remain cognizant of the needs of the dynamic world and are aligned to making it a better place for the wider community.

The second Sustainability Report, which includes the Company’s performance in line with the Global Reporting Initiative (GRI) framework for the period 1st April 2022 to 31st March 2023 is published separately. The Company has also provided the requisite mapping of principles of the National Guidelines on Responsible Business Conduct to fulfil the requirements of the Business Responsibility and Sustainability Report (BRSR) as per SEBI’s directive. It is

available on your Company’s website and can be accessed by using the link - https://www.exideindustries.com/ investors/annual-reports.aspx

Highlights of Performance

Your Company recorded net sales of H 14,592 crore in 2022-23, against H 12,410 crore in the previous year. The profitability of your Company was adversely impacted due to unprecedented input cost inflation, as a result of which the raw material prices remained high throughout the year. The prevailing high logistics cost and supply chain disruption also affected the profitability of the Company. As a result, Profit before depreciation, finance cost & tax expenses (EBITDA) grew to H 1,568 crore from H 1,398 crore and Profit Before Exceptional Items and Tax grew from H 1,026 crore to H 1,215 crore with a growth of 18.4%.

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 2023.

Consolidated Financial Statements

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 Consolidated Financial Statements 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 separate audited financial statements in respect of each subsidiary company and associates are available on the website of the Company at: https://www.exideindustries. com/investors/annual-reports.aspx

Dividend

The Board of Directors of the Company approved a Dividend Distribution Policy on 25th January 2017, in accordance with the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is described and annexed at the end of the Boards’ report and is also 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 taking into consideration 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% i.e. H 2.00 per equity share of face value of H 1/- each of the Company, for the year ended 31st March 2023, subject to the approval of the Members at the ensuing Annual General Meeting. This dividend payout ratio works out to 19% of the net profit after tax for the year ended 31st March 2023. The total outflow on account of equity dividend will be H 170 crore, vis a vis H 170 crore in FY 2021-22.

Share Capital

The paid-up equity share capital as on 31st March 2023 was H 85 crore divided into 85,00,00,000 equity shares of the 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 the employees or directors of the Company. The Company does not have a scheme for the purchase of its shares by employees or by trustees for the benefit of employees.

Change in the nature of the business, if any

During the year, there was no change in the nature of the business of the Company. Further, there was no significant change in the nature of business carried on by its subsidiaries. However, with the merger of the wholly owned subsidiary, Chloride Power Systems & Solutions Limited with your Company w.e.f. 29th March 2023, Exide will have a unified interface with customers for offering complete DC power solutions for industrial customers by manufacturing industrial battery chargers, DC power solutions, and solar power systems in India. This will ensure on-time supplies, efficiency of management, and maximum value for the shareholders.

Deposits

During the year under review, the Company did not accept any deposits from the public within the ambit of Section 73 of the Companies Act, 2013 (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 pursuant to Section 186 of the Act except the corporate guarantee of H 2000 cr. to its wholly owned subsidiary, Exide Energy Solutions Limited. The details of investments and guarantees made by the Company during the year under review have been disclosed in the financial statements under Notes 5 and 10.

Material Changes and Commitments

There have been no material changes after the close of the Company’s financial year to which the financial statements relate and before the date of this report.

Key financial ratios

Under the SEBI (Listing Obligations & Disclosure Requirements) (Amendment) Regulations, 2018, the Company has to give details of significant changes (i.e. change of 25% or more as compared with the immediately previous financial year) in key sector-specific financial ratios, including debtors turnover, inventory turnover, interest coverage ratio, current ratio, debt-equity ratio, operating profit margin (%) and net profit margin (%) and details of any change in Return on Net Worth as compared with the immediately previous financial year along with a detailed explanation thereof.

Return on Net Worth for the financial year 2022-23 was 8.29% as compared to 53.59% in the previous year, which included profit from Exceptional Item on account of sale of Exide Life Insurance Company Limited shares of H 3,919 crore (after tax) in the previous year 2021-22. Return on Net Worth from operations for the financial year 2022-23 was 14.1% as compared to 11.3% in the previous year due to significant growth in business volume.

Net Profit margin for the financial year 2022-23 was 6.19% as compared to 37.75% in the previous year, which included profit from Exceptional Item on account of sale of Exide Life Insurance Company Ltd shares. Net profit margin from operations excluding Exceptional Item during the previous year was 6.16%.

To note, all the above ratios have been disclosed in the notes to financial statements, as required by amendment notification dated 24th March 2021, in Division II of Schedule III to the Companies Act, 2013 and Companies (Audit & Auditor) Amendment Rules, 2021.

Your directors draw your attention to note no. 48 of the financial statements that set out key financial ratios.

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 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 Mani & Co., Cost Accountants (Registration no. 000004), to audit the cost records of the Company for the financial year 2023-24 at a remuneration of H 10,00,000/- (Rupees Ten 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 76th Annual General Meeting of the Company.

Secretarial Auditors & their Report

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has 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 2022-23. The Secretarial Audit Report is given as Annexure-I.

Secretarial Audit of Material Unlisted Subsidiary Company

M/s Anjan Kumar Roy & Co., Practising Company Secretaries, had undertaken a Secretarial audit of the Company’s material subsidiary, Chloride Metals Limited, for the financial year 2022-23. The Audit report confirms that the material subsidiary has 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 IA.

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 2022-23, 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 issued thereunder. The Annual Secretarial Compliance Report will be submitted to stock exchanges within 60 days of the end of the financial year 2022-23.

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 of matter and the key audit matters paragraphs are self-explanatory and require no clarification.

During the year, there were no instances of fraud reported by auditors under Section 143(12) of the Act.

Business Responsibility & Sustainability Report

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, as well as in ensuring environmental well-being from a longterm perspective.

Pursuant to Regulation 34(2)(f) of SEBI Listing Regulations, the Company voluntarily prepared the Business Responsibility & Sustainability Report for the year 2021-22. The report for FY 2022-23 is given in Annexure-II.

Corporate Governance

Transparency is the cornerstone of Exide’s philosophy and your Company adheres to all requirements of corporate governance in letter and spirit. All the Committees of the Board of directors meet at regular intervals as required in terms of SEBI Listing Regulations. The Board of Directors has taken the necessary steps to ensure compliance with statutory requirements. The directors, key management personnel, and senior management personnel of the Company have complied with the approved ‘Code of Conduct for Board of Directors and Senior Management Personnel’. A declaration to this effect, according to Schedule V of the SEBI Listing Regulations, 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-III. The Auditors’ Certificate on compliance with corporate governance norms is also attached to this Report. Furthermore, as required under Regulation 17(8) of SEBI Listing Regulations, a certificate from the Managing Director & CEO and Director-Finance & CFO is being annexed with this Report.

Business Excellence

Your Company has implemented a comprehensive Total Quality Management (TQM) program for scaling up performance. There is considerable focus on improving the operating KPI and cost savings through the effective integration of TQM practices with functions. The proven capability of the organization in TPM and Quality Circle has been leveraged to deliver impactful projects.

Capability development in all facets of the organisation is also one of the priority areas. Training, workshops & capability assessments have undergone significant changes over the last few years. In view of various transformations taking place across functions, we have converged our attention into building cutting-edge knowledge to meet emerging requirements on key capability areas.

During the year, there were notable upgrades in the system and standards, as well as external certifications and the addition of new certifications to keep the customers assured and best practices absorbed. The Company has achieved new certifications in Energy Management Systems (ISO 50001) while successfully sustaining existing certifications such as IATF 16949, ISO 9001, ISO 45001 & ISO 14001 Standards.

The focus areas of TQM and business excellence during the year were operational excellence, competitive capability, capability development, TQM score framework, and TQM. During the year, TQM & Business Excellence drives for supplier partners were conducted through an online assessment and onsite audit.

Over the last year, there has been double-digit growth in project magnitude impacting both operational KPI and cost savings.

Awards & Accolades

Best-in-class approach, process and technology is a way of life at Exide. For external benchmarking on capability, the Company, during the year under review, has significantly accelerated the magnitude, pace, and focus by participating in various awards and recognition programmes. This has

resulted in winning a larger number of awards during the year as compared to previous years.

Summarised below are some of the Awards conferred to Exide during the year:

TQM & Business Excellence

Golden Peacock Excellence Award 2022 -- Leadership for Business Excellence

Quality Leadership Award for integrated all-out performance from Quality Circle Forum of India Kaizen Platinum Award, CII National Kaizen Competition Quality Award, Manufacturing Today

Safety & Environment

India Green Manufacturing Challenge Award

Best Company in Innovative Energy Management

Control

Sustainability & CSR

Golden Peacock Award 2022 for Sustainability The Economic Times Sustainable Organizations 2022 Manufacturing Today Award for Excellence in CSR 7th CSR Excellence Award, ICSI HR & Leadership

HR Excellence Award, QCFI

Power Brand of Atmanirbhar India from Sanmarg Business Award

IT & Infrastructure

Technology Excellence Award - Analytics Implementation (IBM & Quantic)

Technology Excellence Award - Best Technology of the Year, Infrastructure (Organised by HP & Quantic)

Tech Senate Award 2022, Big Data & Analytics, Indian Express Group

Cyber Security Excellence Award 2022 (Z Scaler & Quantic)

Occupational Health, Safety and Environment

Exide places utmost importance on the safety of its employees and assets, as well as the protection of the environment through various initiatives in areas of sustainability. The Company has implemented best-inclass Employee Health & Safety (EHS) procedures for ensuring and improving the safety of employees and their surroundings.

prevent pollution through waste minimization at the source; recovery/treatment of emissions, and conservation of energy. Greenhouse Gas (GHG) emissions are being monitored and improvements are made to reduce environmental damage.

Reduction in hazardous waste is a focus area at Exide. Various steps such as reducing the usage of plastic, reduction in raw material consumption through design changes, and yield improvement through superior products and processes are being undertaken.

Audits are conducted by corporate teams to assess the health of safety practices on a quarterly basis. The gaps identified by these audits are closed on a priority basis to make workplaces safe and secure.

All employees, suppliers, and visitors are made aware of and trained on the Company’s EHS practices through regular sessions. Non-managerial workers are made part of safety committees, which initiates appropriate actions for improving the EHS culture for the direct benefit of all employees.

To conclude, Exide follows industry-accredited best practices in health, safety, and environment-related aspects to constantly set higher benchmarks -- and strives to exceed the same.

Corporate Social Responsibility

Exide’s commitment to creating significant and sustainable societal value is manifested in Corporate Social Responsibility (CSR) initiatives that focus on the most vulnerable sections of society. The CSR framework demonstrably contributes towards holistic and sustainable development of communities who live in the neighbourhood of our operations.

Exide’s CSR is governed by a Board-driven policy that is aligned with section 135 of the Companies Act and rules made thereunder. The CSR policy provides guidelines for CSR planning, budgeting, preparation of annual action plans, impact assessment of CSR interventions, monitoring, selection of ongoing projects, treatment of unspent CSR funds (if any), and the role of implementing agency.

The CSR policy of the Company is available on the Company’s website https://www.exideindustries.com/ sustainability/. The CSR plan for the year 2022 - 23 is available on the Company’s website https://docs. exideindustries.com/pdf/approved-csr-project-22-23.pdf.

In compliance with section 135 of the Companies Act and the CSR policy of Exide, the Company has constituted a CSR committee comprising 4 members. During the year the

CSR 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

The disclosures, as mandated under Rule 8 of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 are placed in Annexure-IV.

The executive summary of the Impact Assessment Report of the Company’s CSR interventions is placed along with Annexure IV. The detailed Impact Assessment Report is available on the Company’s website https://www. exideindustries.com/sustainability/

The Company spent H 2134.70 lakh towards its CSR activities against the obligation of H 2132.03 lakh in the year 2022-23.

During the year Exide implemented CSR interventions aligned to the identified themes of: -

Promoting Education (through Exide Akshar),

Promoting Better Health Outcomes (through Exide Aarogya),

Promoting Employability (through Exide Kausha!),

Empowering Communities (through Exide Saksham) and

Protecting Environment (through Exide Paryavaran).

The CSR activities of the Company are estimated to have positively impacted over 3.1 Lakh people. More than 80% of our beneficiaries are from less privileged and vulnerable sections of the society.

Even as the world emerged from the Covid pandemic a significant challenge remained in the form of learning losses for children and livelihood losses for adults. Therefore 75% of Exide’s CSR spent during the year 2022-23 was devoted to these two causes. The most significant was a school transformation project in 41 government and charitable schools. The mission was to upgrade classrooms to smart classes, modernise water, sanitation, and health (WASH) facilities and establish STEM laboratories for sharpening science and mathematical skills. The school transformation projects undertaken by the Company positively impact more than 40,000 students. It is spread across 7 districts in 4 states. We also facilitated infrastructure upgrades and development in 20 schools, in 8 districts of 6 states.

Another initiative we are proud of is the Marrow Donor Registry India. This has enabled the registration and profiling of more than 60,000 voluntary marrow donors. Bone Marrow donation is the best chance of survival and treatment for many patients suffering from life-threatening diseases like leukaemia, lymphoma, other cancer, sickle cell anaemia, etc. The registration and profiling will enable many patients to easily reach out to matching donors and get quick treatment. The initiative has already saved 18 precious lives.

Under Exide Excellence Program, your Company has continued to support the scholastic endeavour of 150 girls (shalinis) through scholarships, career-boosting infusions, and more than 600 hours of mentorship from officials of Exide.

Through our Exide Paryavaran project, more than 20,000 individuals are positively impacted. The initiative includes rejuvenation and restoration of ponds, protection of flora and fauna, etc., which has a cascading effect on the lives and livelihoods of the local communities.

Besides the above-mentioned interventions, Exide has implemented many other highly impactful projects, aligned to the identified core themes to create a shared value for all stakeholders.

Internal Controls

A robust internal control framework is essential for sustainable growth. Exide has an independent Internal Audit department, assisted by a reputed external firm, for carrying out the internal audit reviews. The Internal Audit’s scope and authority stem from the Audit Committee’s approved Internal Audit Charter. The Internal Audit controls operate alongside a robust risk management framework, mutually reinforcing each other’s efforts.

Audit reviews are conducted on an ongoing basis, following an audit committee-approved comprehensive, risk-based audit plan. Periodically, the Audit Committee is presented with a summary of significant audit observations and followup actions thereon.

The Company’s internal financial controls framework is based on the ‘three lines of defence’ model. Exide has ensured compliance with Section 134(5)(e) of the Companies Act 2013 by implementing a strong system and framework for internal financial controls. The framework includes various measures such as entity-level policies, process control, IT general controls, and standard operating procedures (SOPs) to ensure internal controls over financial reporting.

The entity-level policies include anti-fraud policies such as a Code of Conduct and Whistle-Blower policy, along with other policies like Insider Trading policy, DOA, HR policy, and IT security policy, to bolster the internal control systems. These internal controls are reviewed by the senior management as well as internal auditors periodically.

The Audit Committee has evaluated the design and effectiveness of these controls and found no significant material weaknesses or deficiencies that could impact financial reports.

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

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 in accordance with 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 whistleblower against any retaliation, guidelines for retention of records during the investigation/ reporting of the case, etc.

The policy provides for adequate safeguards against victimisation of persons who use such a mechanism. It provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The Company has a dedicated email address for reporting such concerns at ethics@exide.co.in.Your Company investigates any incident that is reported and takes suitable action in line with the Whistle-Blower Policy. It is affirmed that no personnel of the Company was denied access to the Audit Committee. The Audit Committee of the Board oversees the vigil mechanism.

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

Subsidiaries, Joint Ventures and Associates

A statement containing the salient features of financials of subsidiaries and associates of the Company, in the prescribed Form AOC-1, is part of the Consolidated Financial Statement. This form highlights the financial performance of each subsidiary and associate company along with their contribution to the overall performance of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014. The report is not repeated here for the sake of brevity.

In line with Section 136 of the Act, the financial statements of the subsidiary and associate companies will be available for inspection up to the date of AGM. Members can inspect these by sending an email to cosec@exide.co.in.

Any member who wants a copy of the financial statements may write to the Company Secretary at the registered office of the Company. The financial statements including the Consolidated Financial Statement (CFS) and all other documents required to be attached to this report have been uploaded on the website of the Company at www.exideindustries.com.

Exide Industries Ltd. had seven subsidiaries and two associate companies as on 31st March 2023. During the

year under review, Chloride Power Systems & Solutions Limited (“CPSSL’), erstwhile wholly-owned subsidiary, merged with the Company vide Hon’ble National Company Law Tribunal, Kolkata Bench order dated 17th February 2023, read with rectified order dated 22nd February 2023. The Scheme of Amalgamation has become operative and CPSSL, Transferor Company ceased to exist from the effective date upon filing the order with the Registrar of Companies, Kolkata, on 29th March 2023.

The acquisition has been successfully turned around and integrated with the operations of Exide.

Chloride Metals Limited (CML) is a secondary smelting and refining company that is a wholly owned material subsidiary company of Exide. It plays a strategic role in backward integration and meets the lead and lead alloy requirements of the Company. The subsidiary is in line with the concept of circular economy. The scrap batteries are collected from dealers, recycled and the recovered lead is sent to Exide to produce new batteries.

CML has a national presence with manufacturing units in the states of Karnataka (Malur), Maharashtra (Markal), and West Bengal (Haldia) with state-of-the-art machinery and technology to boost eco-friendly production of lead. Chloride Metals Limited 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. The R&D team keeps the Company abreast with new technologies and the product mix is tailored to suit the required specifications by qualified engineers and metallurgists. The total installed capacity of CML is 2,52,000 tonnes a year.

During the year, your Company invested H 57 crore in the equity share capital of CML for setting up a greenfield project at SUPA, Maharashtra.

CML is a secondary lead smelting and refining company and plays a strategic role in backward integration for Exide

nexcharge

Known by its Nexcharge brand, Exide Energy Private Limited (formerly known as Exide Leclanche Energy Private Limited) is a subsidiary of Exide, which started in

2018 as a joint venture between Exide Industries Limited and Leclanche SA of Switzerland (“LSA"). The Company is in the business of developing and manufacturing lithium-ion-based modules and packs with Battery Management Systems (BMS) for e-mobility (EV) as well as stationary power application.

Nexcharge has received substantial commercial orders for its various verticals such as 2-wheeler, 3-wheeler, commercial vehicles, and telecom for execution in the next 2 years. It has successfully developed 2-wheeler and 3-wheeler batteries that demonstrate superior thermal management along with multiple protective control features to safeguard the battery from adverse climatic conditions or abuse. An in-built testing facility for the cells and battery packs and automated production lines turn out premium quality batteries that are safe as well as durable.

Nexcharge is also focusing on developing its own Battery Management System (BMS) for transport as well as industrial applications. They have successfully completed the prototypes and are now moving towards finalizing Standard Operating Protocols (SOPs) within the next 6 months.

On 4th November 2022, Nexcharge bought back the entire paid-up and issued equity shares held by “Leclanche S.A." (‘LSA’) through a buy-back scheme. It has therefore become a wholly owned subsidiary of Exide Industries Limited. Consequently, the name of the company was changed from Exide Leclanche Energy Private Limited to Exide Energy Private Limited w.e.f. 4th January 2023. The registered office of the Company was also shifted from the state of Gujarat to the state of West Bengal.

During the year 2022-23, your Company invested H 25 crore through 0.01% Compulsorily Convertible Preference Shares (CCPS) in Nexcharge to meet funding requirements.

HMHIIIRIIHRIMRRIII exide

Exide Energy Solutions Limited (EESL) was incorporated on 24th March 2022, as a wholly owned subsidiary of Exide Industries Limited in the state of West Bengal. The main object of the Company is to carry on the business of manufacturing battery cells of advanced chemistry and form factor, including but not limited to cylindrical, pouch, and prismatic, (the “Battery Cells"), as well as manufacturing, assembling, selling battery modules, battery packs and other related activities.

The Company represents a significant step to strengthen Exide’s position in the emerging lithium-ion battery market. Its greenfield factory spread over 80 acres of land at the

Hi-Tech Defense & Aerospace Park Phase 2, Bengaluru, is designed to produce technology-leading lithium-ion batteries to meet EV & Industrial requirements. In view of this objective, EESL has entered into a multi-year technical collaboration agreement with SVOLT Energy Technology Co. Ltd (SVOLT), a global technology company that makes and develops lithium-ion batteries and battery systems for EVs as well as for energy storage. In addition to technology, SVOLT is providing support for setting up the plant on a turnkey basis. It will also set up a state-of-the-art R&D lab and pilot line to support new product development for the Indian market.

EESL has secured all necessary permissions to initiate construction activity, including environment clearance, fire NOC, building height and Consent to Establish. Siteenabling work for construction is expected to be largely completed by April 2023. Post receipt of all necessary approvals, EESL has onboarded leading construction vendors for civil & PEB works. On-ground construction activity has been initiated and foundation-laying work is in progress. Site progress is on target to achieve SOP by the second half of FY 2024-25.

As on date of this report, EESL has recruited close to a 50 member team, comprising experienced and senior personnel and has strengthened all key functions to support project execution and delivery such as R&D, sales, procurement, facility, quality, IT, HR & others.

During the year 2022-23, your Company invested around H 715 crore through equity in EESL for setting up the greenfield unit.

Amalgamation of Exide Energy Private Limited with Exide Energy Solutions Limited

During the year under review, the Board of Exide Energy Private Limited (“Transferor Company”) and Exide Energy Solutions Limited (“Transferee Company”), wholly owned subsidiaries of Exide Industries Limited, (collectively, the “Amalgamating Companies”), have approved the Scheme of Amalgamation involving the merger of both the Companies. The Scheme is subject to the receipt of approval from the requisite majority of shareholders and creditors of the amalgamating parties (unless dispensed with), approval by the Kolkata bench of the National Company Law Tribunal (NCLT), having jurisdiction over the Amalgamating Companies, and such other approvals, permissions, and sanctions by regulatory and other statutory / quasi-judicial authorities, as may be necessary. A joint application in this regard has been submitted to the Kolkata bench, NCLT in the financial year 2023-24.

Mr R B Raheja (having DIN 00037480) retires by rotation under the provisions of the Companies Act, 2013, and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

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

None of the directors of your Company 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.

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

Mr Subir Chakraborty, Managing Director & CEO

Mr A K Mukherjee, Whole-time Director (Director-Finance & CFO)

Mr Arun Mittal, Whole-time Director (Director-Automotive)

Mr Avik Roy, Whole-time Director (Director-Industrial)

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

Declaration of Independence

In line with Section 149(7) of the Act, each independent director has confirmed to the Company that he or she meets the criteria of independence laid down in Section 149(6) of the Act and complies with Rule 6(3) of the Companies (Appointment and Qualifications of directors) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent directors of the Company. Furthermore, they have affirmed compliance with the code of conduct for independent directors as prescribed in Schedule IV of the Act.

Board Evaluation

Pursuant to the provisions of the Act and SEBI Listing Regulations, the performance evaluation of the Board as a whole, and the Chairman and the Non-independent directors was carried out by the Independent directors. This exercise was carried out following the Nomination and Remuneration Policy framed by the Company 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 governance of the Company 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 in order 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 the use of the Board’s time, and increased effectiveness of the Board as a governing body.

While evaluating the performance and effectiveness of the Board, various aspects of the Board’s functioning, such as adequacy of the composition and quality of the Board, time devoted by the Board to the Company’s long-term strategic issues, the quality and transparency of Board discussions, and execution and performance of specific duties, obligations, and governance were taken into consideration. Committee performance was evaluated on their effectiveness in carrying out respective mandates, composition, the effectiveness of the committees, the structure of the committees and meetings, independence of the committee from the Board, and its contribution to decisions of the Board. A separate exercise was carried out to evaluate the performance of independent directors including the Chairman of the board, who were evaluated on parameters such as level of engagement and contribution to Board deliberations, independence of judgement, safeguarding the interests of the Company, focus on the creation of shareholder’s value, ability to guide the Company in key matters, attendance at meetings, etc.

The following comments, inter alia, were received during the Board evaluation:

The Company is transparent, and endeavors to follow good corporate governance practices;

All significant issues are brought to the Board. The agenda and proceedings are well-structured and focused;

The Board is balanced and diverse views are expressed freely;

The quality, quantity, and timeliness of the flow of information between the management and the Board is satisfactory;

The management responds to the queries and requests, whenever sought, in a timely manner;

Increased frequency of the Risk Management Committee meetings helped to bring rightful attention to the important topics of risk;

The cohesive working of other Board committees was appreciated.

Considering the success of the Company in most spheres, and the value delivered to all its stakeholders, it is evident that the directors have been diligent, sincere and consistent in the performance of 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 are:

(a) 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

(b) Aligning the remuneration of directors, KMPs and senior management personnel with the Company’s financial position, remuneration paid by its industry peers, etc

(c) Performance evaluation of the Board, its committees and directors including independent directors

(d) Ensuring Board diversity

(e) Identifying persons who are qualified to become directors and who may be appointed to senior management, in line with the criteria laid down

(f) 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/governance-policies.aspx

Meetings

The Board meets at regular intervals to discuss and decide on Company’s business policy and strategy apart from other items of business. 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 to ensure meaningful participation at the meetings.

During the year under review, six (6) 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 details of the constitution of the Board and its Committees are given in the Corporate Governance report.

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.

Approach to Risk Management

Risk management is integral to your Company’s strategy and to the achievement of long-term goals. Our organization understands that identifying and capitalizing on business opportunities and market trends is crucial to its business. Therefore, we have implemented a comprehensive risk management framework that places a strong emphasis on assessing both risks and opportunities.

To address continuously evolving risks, your Company has established a comprehensive Enterprise Risk Management framework, incorporating a holistic approach that balances both bottom-up and top-down perspectives and has undergone significant development over the years, The ERM framework enables the management to proactively identify specific risks, evaluate their potential impact, and determine the best course of action to manage overall exposure. The allocation of resources and active management of risks are integral components of this framework, ensuring that potential threats are managed effectively.

Oversight of risk management is conducted by a four-level governance structure as follows:

Board of Directors

Risk Management Committee (RMC)

Executive Committee (EXCOM)

Heads of functions and process owners

The existing Risk Management Policy incorporates traditional as well as emerging risks such as cyber security, business continuity processes, disaster management and ESG. The Risk Management Policy of Exide is available on the Company’s website at the link: https://www.exideindustries. com/investors/governance-policies.aspx

Risk identification and prioritization are achieved through continuous scanning of the business environment and monitoring of internal risk factors including emerging risk areas. The RMC, in particular, monitors key risks, tracks progress on mitigation plans, and addresses any challenges that arise.

Formal reviews of identified risks are held thrice a year by the EXCOM and the RMC with ongoing monitoring and evaluation taking place throughout the year.

Your Company has adopted comprehensive ERM, which involves using a risk matrix to plot risks on a 5 X 5 scale. The matrix is divided into four categories, each represented by a different color. This allows us to quickly assess risk visually and determine the appropriate levels of oversight, review, and escalation for notification and action.

The resurgence of COVID, recent central bank interventions, shifting ESG standards, and geopolitical developments may introduce unforeseen risks. Our Company remains committed to implementing a dynamic and robust risk management strategy that can adapt to changing circumstances and evolving information.

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 2022-23 to BSE, NSE and CSE.

Particulars of contracts or arrangements with related parties

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

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 related-party transactions that are repetitive and can be foreseen. The required disclosures are accordingly made to the Audit Committee every quarter in terms of their omnibus approval.

As per Regulations 23(5) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, 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 transactions 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 the majority of transactions of the Company are with its subsidiaries, omnibus approval of the Audit Committee is obtained for such transactions also and reviewed quarterly, as a measure of good corporate governance.

The policy on the materiality of related-party transactions and on dealing with related-party transactions is in line with SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, as 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 crore 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.

pulse surveys are launched to resolve issues pertaining to employee satisfaction, job role, communication, and work environment. Customised sales profiling and aptitude tests by an external agency have also been initiated at the recruiting stage to ensure the right talent is infused into the sales team. In addition, sales trainees from management institutes are being recruited in batches to take up front-line sales roles after structured functional induction. This also ensures that front-line positions are constantly manned, shielding any attrition impact on the turnover.

The Company promotes a strong performance-driven culture through continuous evaluation and an aggressive reward policy for performance differentiation. “Win It Now” and “You Did It” schemes reward the top performers publicly and are a strong driver of sales performance.

The management recognises that employees are the key differentiator in success and constantly strives to create an ecosystem of continuous learning. Sales and manufacturing academies provide regular training to ensure knowledge and skills remain up-to-date. To foster the right values, and promote dignity, equality, and sustainability, the Company conducted awareness sessions on human rights, prevention of sexual harassment, and code of conduct. Given the growing dependency on information technology in all spheres, quarterly awareness sessions were also conducted on IT security for all employees. Apart from various statutory grievance redressal forums, we have launched an Apex Employee Grievance Redressal Forum with senior leadership as part of the committee to address problems of any employee facing injustice, unfairness, violation of human rights, or any other major grievance.

During the year under review, industrial relations at all plant locations remained harmonious with successful wage settlements. Sustained efforts were made towards building a transformational work culture by adopting industry best practices of flexible manufacturing, productivity enhancements, total quality management (TQM), workmen engagement, plant trainee schemes, quality circles, etc. The well-being and safety of our employees continue to be our top priority, and the Company undertakes numerous measures to ensure this.

The total number of employees of the Company as on 31st March 2023 was 5,208.

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

Awareness programmes were organised for all employees to ensure that employees are fully aware of the aspects of sexual harassment and of the redressal mechanism.

During the financial year 2022-23, one complaint was reported which was investigated and appropriate action was taken. No complaint was pending at the end of FY 2022-23.

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:

a. 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;

b. 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;

c. 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;

d. That the directors have prepared the annual accounts on a going-concern basis;

e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. That systems to ensure compliance with the provisions of all applicable laws were in place and were 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 as a result of 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 in conjunction with the financial statements included herein and the notes thereto.

Acknowledgment

Your directors would like to record their appreciation for the enormous personal efforts as well as the collective contribution of all the employees to the Company’s performance. The directors 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 to the Company and the confidence reposed in the management.