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Bata India Limited Proxy Solicitation & Information Statement 2026

Apr 23, 2026

60486_rns_2026-04-23_c25ecee4-2229-4248-b28e-084465d97d8f.pdf

Proxy Solicitation & Information Statement

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Bata

April 23, 2026

The Manager, CRD
BSE Limited
P J Towers, Dalal Street, Fort,
Mumbai - 400001

The Manager, Listing Department
National Stock Exchange of India Limited
Exchange Plaza, 5th Floor,
Plot No. C-1, Block G, BKC, Bandra (E),
Mumbai - 400051

The Secretary
The Calcutta Stock Exchange Limited
7, Lyons Range,
Kolkata - 700001

BSE Security Code: 500043
NSE Symbol: BATAINDIA
CSE Scrip Code: 10000003

Dear Sir/Madam,

Subject: Submission of (1) Postal Ballot Notice
(2) Communication to shareholders

Ref.: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Further to our letter dated April 15, 2026, regarding the Postal Ballot process and Cut-off date, we enclose herewith:

i. Postal Ballot Notice dated April 15, 2026 along with the Explanatory Statement thereto, as being transmitted today through e-mail to the Members of the Company as on the Cut-Off Date and
ii. Calendar of Events for the Postal Ballot Process.

The said email also contains Information to shareholders on other matters (as enclosed).

Kindly take the same on your record.

Thanking you,

Yours faithfully,

For BATA INDIA LIMITED

NITIN
BAGARIA

NITIN BAGARIA
AVP - Company Secretary & Compliance Officer

Encl.: As above

CC: NSDL, CDSL and RTA

BATA INDIA LIMITED
CIN: L19201WB1931PLC007261
Registered Office: 27B, Camac Street, 1st Floor, Kolkata-700016, West Bengal II Tel.: (033) 22895796 II Fax: (033) 22895748
E-mail: [email protected] II Website: www.bata.in

Bata

BATA INDIA LIMITED

[CIN: L19201WB1931PLC007261]

Registered Office: 27B, Camac Street, 1st Floor, Kolkata - 700016, West Bengal

Telephone: +91 33 2289 5796 ■ Fax: +91 33 2289 5748

E-mail: [email protected] ■ Website: www.bata.in

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014]

TO THE MEMBERS OF BATA INDIA LIMITED

Notice is hereby given, pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (as amended) (the "Act") read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (as amended) (the "Rules"), the General Circulars, issued by the Ministry of Corporate Affairs (the "MCA"), bearing No. 14/2020, No. 17/2020, No. 22/2020, No. 33/2020, No. 39/2020, No. 10/2021, No. 20/2021, No. 3/2022, No. 11/2022, No. 09/2023, No. 09/2024 and No. 03/2025 dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020, June 23, 2021, December 8, 2021, May 5, 2022, December 28, 2022, September 25, 2023, September 19, 2024 and September 22, 2025 respectively (collectively the "MCA Circulars"), applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (the "Listing Regulations"), Revised Secretarial Standard on General Meetings ("SS-2") issued by the ICSI and the rules, circulars, clarifications and notifications thereunder, seeking approval of the Members of Bata India Limited (the "Company") for the resolution set out hereinafter (being business other than items of ordinary business or such business where certain persons have a right to be heard) by means of Postal Ballot, only through remote e-Voting (voting through electronic means). Statement pursuant to Section 102 of the Act pertaining to the said resolution is annexed.

The MCA has clarified that for companies that are required to provide remote e-Voting facility under the Act, while transacting any business only by postal ballot until further orders, the framework provided in the MCA Circulars as well as the provisions of Rule 20 of the Rules will be applicable mutatis mutandis. This Postal Ballot is accordingly being initiated in compliance with the MCA Circulars.

The Board of Directors of the Company (the "Board") has appointed Mr. Gagan Verma, Partner [B.Com (H), LLB & Company Secretary], failing him, Mr. Obaidur Rahman, Associate Partner [B.Com (H), LLB & Company Secretary], both of M/s. Kochhar & Co., Advocates and Legal Consultants, having its office at 11th Floor, Tower A, DLF Towers, Jasola District Center, New Delhi - 110025, as the Scrutinizer, for scrutinizing the process of Postal Ballot (remote e-Voting) in a fair and transparent manner.

Members are requested to carefully read the Notes (including instructions for remote e-Voting) forming part of this Postal Ballot Notice. The Company has engaged the services of National Securities Depository Limited (NSDL) to provide the said remote e-Voting facility which will commence on Friday, April 24, 2026 (9:00 A.M. IST) and will end on Saturday, May 23, 2026 (5:00 P.M. IST). Members are requested to cast their votes through the remote e-Voting not later than 5:00 P.M. IST on Saturday, May 23, 2026 to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the concerned members. The remote e-Voting module shall be disabled by NSDL for voting thereafter.

The Scrutinizer will submit his report, on or before Monday, May 25, 2026, by 5:00 P.M. (IST), to the Chairman of the Board or in his absence, to such Director/KMP of the Company, duly authorised in this regard. The results of Postal Ballot shall be declared forthwith on or before Monday, May 25, 2026, by 5:00 P.M. (IST) by the Chairman of the Board or in his absence, by such Director/KMP of the Company, duly authorised in this regard and the results declared will be displayed, for at least 3 (three) days, along with the Scrutinizer's Report at the Registered Office of the Company in Kolkata and at the Corporate Office of the Company in Gurugram at Milestone Experion Centre, 2nd Floor, Sector-15, Part - II, Gurugram - 122001, Haryana and will also be uploaded on the website of the Company (www.bata.in) and on the e-Voting website of NSDL (www.evoting.nsdl.com) and will also be simultaneously forwarded to the Stock Exchanges (National Stock Exchange of India Limited, BSE Limited and The Calcutta Stock Exchange Limited) where the equity shares of the Company are listed. The resolution as mentioned in this Notice, if passed with requisite majority, shall be deemed to have been passed on Saturday, May 23, 2026, being the last date specified for remote e-Voting.

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SPECIAL BUSINESS

Resolution No. 1 – Re-appointment of Ms. Radha Rajappa (DIN: 08530439) as an Independent Director of the Company

To consider and, if thought fit, to pass the following resolution as a Special Resolution:-

“RESOLVED THAT pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and Schedule IV thereto and the rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any amendment(s), statutory modification(s) or re-enactment(s) thereof for the time being in force and the Articles of Association of the Company, Ms. Radha Rajappa (DIN: 08530439), who was appointed as an Independent Director for a term of 5 (five) consecutive years to hold office upto June 8, 2026 and being eligible for re-appointment, be and is hereby re-appointed as an Independent Director of the Company to hold office for a second term of 3 (three) consecutive years commencing from June 9, 2026 upto June 8, 2029.

FURTHER RESOLVED THAT the Board or a Committee thereof be and is hereby authorised to settle any question or difficulty in connection herewith or incidental hereto.”

By Order of the Board
BATA INDIA LIMITED

NITIN BAGARIA
Company Secretary & Compliance Officer
ICSI Membership No. ACS 20228

Place : Gurugram
Date : April 15, 2026

Registered Office:
27B, Camac Street, 1st Floor, Kolkata – 700016, West Bengal
Telephone: +91 33 2289 5796 Fax: +91 33 2289 5748
Email: [email protected] Website: www.bata.in
CIN: L19201WB1931PLC007261

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NOTES:

  1. Statement pursuant to Section 102 of the Companies Act, 2013 (as amended) (the "Act") and the rules made thereunder, setting out the material facts and the reasons for the proposed resolution is appended hereto (hereinafter referred to as "the Statement"). The Statement also contains the recommendation (along with the rationale) of the Board of Directors of the Company in terms of Regulation 17(11) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (the "Listing Regulations"). Necessary information of the Director as required under Regulation 36(3) of the Listing Regulations and the Revised Secretarial Standard on General Meetings (SS-2) issued by the ICSI is annexed to this Notice. The Statement read together with the Annexure hereto and these Notes form an integral part of this Notice.

  2. In accordance with the Act, read with the rules made thereunder and the General Circulars, issued by the Ministry of Corporate Affairs (the "MCA"), No. 14/2020, No. 17/2020, No. 22/2020, No. 33/2020, No. 39/2020, No. 10/2021, No. 20/2021, No. 3/2022, No. 11/2022, No. 09/2023, No. 09/2024 and No. 03/2025 dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020, June 23, 2021, December 8, 2021, May 5, 2022, December 28, 2022, September 25, 2023, September 19, 2024 and September 22, 2025 respectively (hereinafter, collectively referred as the "MCA Circulars"), this Postal Ballot Notice is being sent electronically to those Members, whose names appear in the Register of Members / List of Beneficial Owners as on Friday, April 17, 2026 as received from the Depositories i.e. Central Depository Services (India) Limited ("CDSL") and National Securities Depository Limited ("NSDL") and who already have their email addresses registered with the Company / its Registrar to an Issue and Share Transfer Agent [M/s. MUFG Intime India Private Limited (formerly M/s. Link Intime India Private Limited), C 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400083] (the "RTA") / the Depositories. The physical copy of the Notice, postal ballot forms and postage pre-paid reply envelope will not be sent to the Members for this Postal Ballot in accordance with the MCA Circulars.

  3. A copy of this Postal Ballot Notice will also be available on the website of the Company (www.bata.in) and on the e-Voting website of NSDL (www.evoting.nsdl.com) and shall also be forwarded to the Stock Exchanges where the equity shares of the Company are listed.

  4. In terms of Sections 108 and 110 and other applicable provisions, if any, of the Act, read together with the rules made thereunder, the MCA Circulars and in compliance with Regulation 44 of the Listing Regulations, the Company is pleased to offer remote e-Voting facility to all the Members of the Company. The Company has appointed NSDL for facilitating remote e-Voting to enable the Members to cast their votes electronically. Accordingly, the communication of the assent or dissent of the Members would take place through remote e-Voting only.

  5. The Members of the Company whose names appear in the Register of Members / List of Beneficial Owners as on Friday, April 17, 2026, as received from the Depositories i.e. NSDL & CDSL (including those Members who may not have received this Postal Ballot Notice due to non-registration of the email addresses with the Company / the RTA / the Depositories), shall only be entitled to vote in relation to the resolution specified in this Postal Ballot Notice. Voting rights shall be reckoned on the paid-up value of shares registered in the names of the Members as on Friday, April 17, 2026 ("cut-off date"). A person who is in receipt of this Notice but was not a member on the cut-off date should treat this Notice for information purposes only.

  6. The remote e-Voting shall open from Friday, April 24, 2026 (9:00 A.M. IST) and shall end on Saturday, May 23, 2026 (5:00 P.M. IST). E-Voting shall be disabled by NSDL at 5:00 P.M. IST on Saturday, May 23, 2026 and shall not be allowed beyond the said date and time.

  7. MEMBERS CANNOT EXERCISE VOTES BY PROXY ON THE POSTAL BALLOT.

  8. The Scrutinizer's decision on the validity of remote e-Voting will be final.

  9. KYC and Nomination Facility

Members may refer to the SEBI Circulars on furnishing PAN, KYC details and Nomination by the holders of physical securities (hereinafter, referred as the "SEBI KYC Circulars"), available on the Company's website, i.e. www.bata.in under the tab "Investor Relations > Investor Information" or the RTA's website, i.e. www.in.mpms.mufg.com under the tab "Resources > Downloads > Circulars".

Accordingly, Members are hereby requested to kindly comply with the SEBI KYC Circulars.

  1. Members holding shares in physical mode and whose email addresses are not registered, may cast their votes through e-Voting system, after registering their email addresses by sending the following documents to the Company at [email protected] or to the RTA at [email protected]:

(i) Scanned copy of a signed request letter, mentioning the name, folio number & number of shares held and complete postal address;
(ii) Self-attested scanned copy of PAN Card; and
(iii) Self-attested scanned copy of any document (such as AADHAAR card / latest Electricity Bill / latest Telephone Bill / Driving License / Passport / Voter ID Card / Bank Passbook particulars) in support of the postal address of the Member as registered against their shareholding.

Members holding shares in the demat mode should update their email addresses directly with their respective Depository Participants.

Members who have not registered their email addresses either with the Company, its RTA or the Depositories and wish to receive the Postal Ballot Notice and / or cast their votes through remote e-Voting may also write to the Company at [email protected] or to the RTA at [email protected] or to NSDL at [email protected] and obtain their User ID and Password for remote e-Voting by sending the following documents:

(1) Scanned copy of a signed request letter mentioning their name and DP ID & Client ID / folio number;
(2) Self-attested scanned copy of PAN Card; and
(3) Self-attested scanned copy of any document (such as AADHAAR card / latest Electricity Bill / latest Telephone Bill / Driving License / Passport / Voter ID Card / Bank Passbook particulars) in support of the postal address of the Member as registered against their shareholding.

The Company has additionally provided the facility to the Members to temporarily update their email addresses by accessing the link https://web.in.mpms.mufg.com/EmailReg/Email_Register.html for the limited purpose of receiving shareholder communications including this Notice.

It is clarified that for permanent registration of email addresses, the Members are, however, requested to register their email addresses, in respect of electronic holdings with the Depositories, through the concerned Depository Participants.

  1. The procedure/instructions with respect to remote e-Voting is provided below:

The steps to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual Shareholders holding securities in demat mode

In terms of the SEBI Circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual Shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual Shareholders holding securities in demat mode is given below:

Type of Shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL 1. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under “IDeAS” section. A new screen will open. You will have to enter your User ID and Password. After successful

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| | authentication, you will be able to see e-Voting services under Value Added Services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider, i.e., NSDL and you will be re-directed to NSDL e-Voting website for casting your vote during the remote e-Voting period.

You can alternatively avail OTP based login through “Click Here for e-Voting” option on the home page of e-Services on the website of NSDL.

  1. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com Select “Register Online for IDeAS” Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

  2. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider, i.e., NSDL and you will be redirected to NSDL e-Voting website for casting your vote during the remote e-Voting period.

  3. Shareholders / Members can also download NSDL Mobile App “NSDL Speede” facility for seamless voting experience. |
    | --- | --- |
    | Individual Shareholders holding securities in demat mode with CDSL | 1. Users who have opted for CDSL Easi / Easiest facility, they can login through their existing user ID and password. Option will be made available to reach e-Voting page without any further authentication. The user to login Easi/Easiest are requested to visit CDSL website (www.cdslindia.com) and click on Login icon & My Easi New (Token) tab and then use your existing My Easi username and password.

  4. After successful login of Easi / Easiest, the user will be able to see the E-Voting option for eligible companies where the e-Voting is in progress as per the information provided by the Company. On clicking the e-Voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting vote during the remote e-Voting period. Additionally, links are also provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting Service Providers’ website directly.

  5. If the user is not registered for Easi / Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & My Easi New (Token) Tab and then click on registration option.

  6. Alternatively, the user can directly access e-Voting page by providing Demat Account Number / BOID and PAN from e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-Voting is in progress and also able to directly access the system of all e-Voting Service Providers. |

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Individual Shareholders (holding securities in demat mode) login through their depository participants
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging-in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting Service Provider, i.e., NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Shareholders / Members who are unable to retrieve User ID / Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL:

Login type Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL Shareholders facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL Shareholders facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at Toll Free No. 1800 21 0 99 11

B) Login Method for Shareholders other than Individual Shareholders holding securities in demat mode and Shareholders holding securities in physical mode

To Log-in to NSDL e-Voting website

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL e-Services i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL e-Services after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  1. Your User ID details are given below :
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Form Your User ID is:
a) For Shareholders who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012
b) For Shareholders who hold shares in demat account with CDSL. 16 Digit Beneficiary ID
For example if your Beneficiary ID is 12 then your user ID is 12

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c) For Shareholders holding shares in Physical Form.
EVEN Number followed by Folio Number registered with the Company
For example if Folio Number is 001 and EVEN is 101456 then user ID is 101456001

  1. Password details for Shareholders other than Individual Shareholders are given below:

a) If you are already registered for e-Voting, then you can use your existing Password to login and cast your vote.

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘Initial Password’ which was communicated to you. Once you retrieve your ‘Initial Password’, you need to enter the ‘Initial Password’ and the system will force you to change your password.

c) To retrieve your ‘Initial Password’

(i) If your email ID is registered in your demat account or with the company, your ‘Initial Password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or Folio Number for shares held in Physical form. The .pdf file contains your ‘User ID’ and your ‘Initial Password’.

(ii) If your email ID is not registered, please follow steps mentioned below in process for those Shareholders whose email ids are not registered.

  1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your Password:

a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com

b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com

c) If you are still unable to get the Password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/Folio Number, your PAN, your name and your registered address, etc.

d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  1. After entering your password, Tick on Agree to “Terms and Conditions” by selecting on the check box.

  2. Now, you will have to click on “Login” button.

  3. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system

To cast your vote electronically on NSDL e-Voting system

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

  2. Select relevant “EVEN” for which you wish to cast your vote during the remote e-Voting period.

  3. Now you are ready for e-Voting as the Voting page opens.

  1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
  2. Upon confirmation, the message “Vote cast successfully” will be displayed.
  3. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
  4. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for Shareholders

  1. Institutional Shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution / Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by email to [email protected] with a copy marked to [email protected] or upload the same by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
  2. It is strongly recommended not to share your Password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
  3. In case of any query / grievance (including any technical assistance required with respect to remote e-Voting), you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-Voting user manual for Shareholders available at the Download section of www.evoting.nsdl.com or call on: 022 – 4886 7000 or send a request to Mr. Pritam Dutta, Deputy Manager, NSDL or at [email protected] or may also contact Mr. Milan Arora, Deputy Manager, Bata Secretarial Department at phone no. 033 – 2289 5796 / +91 92666 86547 or at email ID [email protected]

Process for those Shareholders whose email ids are not registered with the depositories for procuring user ID and password and registration of email ids for e-Voting for the resolution set out in this notice:

  1. Please refer to Note 10 above. If you are an Individual Shareholder holding securities in demat mode, you are requested to refer to the login method explained at Step 1 (A) i.e. Login method for e-Voting for Individual Shareholders holding securities in demat mode.
  2. Alternatively, Shareholders/Members may send a request to [email protected] for procuring user ID and password for e-Voting by providing above mentioned documents.

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Other Notes

(a) There will be one vote for every Client ID / registered folio number irrespective of the number of joint holders.
(b) Once a member casts the votes on the Resolution, no change shall be allowed subsequently.

By Order of the Board
BATA INDIA LIMITED

NITIN BAGARIA
Company Secretary & Compliance Officer
ICSI Membership No. ACS 20228

Place : Gurugram
Date : April 15, 2026

Registered Office:
27B, Camac Street,
1st Floor, Kolkata – 700016
West Bengal
Telephone: +91 33 2289 5796
Fax: +91 33 2289 5748
Email: [email protected]
Website: www.bata.in
CIN: L19201WB1931PLC007261

Bata

STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 (AS AMENDED)

Item No. 1 – Re-appointment of Ms. Radha Rajappa (DIN: 08530439) as an Independent Director of the Company

At the 88th AGM held on August 12, 2021, Ms. Radha Rajappa (DIN: 08530439) was appointed as an Independent Director of the Company to hold office for a term of 5 (five) consecutive years with effect from June 9, 2021 upto June 8, 2026.

Based on the recommendations of Nomination and Remuneration Committee (the "NRC"), the Board of Directors of the Company (the "Board"), on April 15, 2026, has recommended the re-appointment of Ms. Radha Rajappa as an Independent Director of the Company, for a second term of 3 (three) consecutive years with effect from June 9, 2026.

Notice under Section 160 of the Companies Act, 2013 (as amended) (the "Act") has been received by the Company from a member proposing the candidature of Ms. Rajappa as an Independent Director of the Company. Further, since this re-appointment is recommended by the NRC, the requirement for deposit of Rs. 100,000/- is not applicable.

Based on the recommendation received from the NRC and consent of Ms. Rajappa to act as a Director of the Company and other statutory disclosures including declaration confirming that she meets the criteria of independence under the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (the "Listing Regulations"), it is proposed to re-appoint Ms. Rajappa as an Independent Director of the Company whose period of office shall not be liable to determination by retirement of directors by rotation. Further as per the declarations received by the Company, Ms. Rajappa is not disqualified under Section 164 of the Act. The directorship(s) held by Ms. Rajappa are within the limits prescribed under the Act and the Listing Regulations. The said proposal is in compliance with the Nomination and Remuneration Policy (Revised) of the Company. A summary on profile of Ms. Rajappa is attached to this Notice as Annexure - 1.

In the opinion of the Board, Ms. Radha Rajappa fulfils the conditions specified in the Act and rules made thereunder and the Listing Regulations, for her re-appointment as an Independent Director of the Company and she is independent of the management. She has further confirmed that she is not aware of any circumstance or situation which exist or may be reasonably anticipated that could impair or impact her ability to discharge her duties.

In terms of Section 150 of the Act and the rules made thereunder, Ms. Rajappa is registered with the Indian Institute of Corporate Affairs (IICA). She is in compliance with the requirements under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended).

Ms. Rajappa is entitled to sitting fees for attending the meetings of the Board and its committee(s) and also remuneration in terms of Section 197 of the Act, read with Schedule V thereto, in line with the Nomination and Remuneration Policy (Revised) of the Company.

Considering her contributions and time commitment as a member of the Board and its Committees, her knowledge and experience in the domains of diversified leadership and technology, amongst others, the preference of having a Board member with an entrepreneurial flair and experience, representing pan national diversity consistent with the business footprint and deep technological insights to support the emerging business challenges, as being key requirements for this role, the outcome of performance evaluation of the Independent Directors (summarised hereinafter), the Board is of the opinion that it would be in the interest of the Company to re-appoint her as an Independent Director for a second term of 3 (three) consecutive years from June 9, 2026 upto June 8, 2029.

Summary of outcome of performance evaluation of Ms. Radha Rajappa as an Independent Director: In compliance with the Section 178 of the Act, the Listing Regulations and the Guidance Note on Board Evaluation issued by SEBI in January 2017, Performance Evaluation for the financial year ended March 31, 2026 was carried out internally for Ms. Radha Rajappa. The Company has complied with all the criteria of evaluation as envisaged in the SEBI Circular on 'Guidance Note on Board Evaluation' such as preparation, participation, conduct and effectiveness. The key objectives of conducting Performance Evaluation of the Directors through individual assessment and peer assessment were to ascertain if the Directors actively participate in the Board / Committee Meetings and contribute to achieve the common business goals of the Company. Ms. Rajappa was evaluated on

Page 10 of 14

the high scales in the said assessment on all the criteria of evaluation including preparation, time devotion, integrity, participation, conduct, contribution and effectiveness and accordingly, based on the positive evaluation by the Board, her re-appointment is recommended.

The necessary documents relating to her re-appointment (including the letter of appointment to be issued to Ms. Rajappa, setting out the terms and conditions of her re-appointment) shall be made available for inspection, electronically by the Members of the Company, without payment of fees, on a virtual platform (e.g. Microsoft Teams, Webex, etc.,) in a presentable form, during 11:00 A.M. to 1:00 P.M. IST on any working day, upto and including the last date of receipt of votes through the e-Voting process. Members desirous of inspecting the same may send their requests at [email protected] from their registered email addresses mentioning their names and folio numbers / demat account numbers, with a self-attested copy of their PAN Card or AADHAAR Card or Voter ID Card.

Except Ms. Radha Rajappa being the concerned director and her relatives, to the extent of their shareholding, if any, in the Company, no other Director or Key Managerial Personnel of the Company, or their relatives, is concerned or interested financially or otherwise, in Resolution No. 1 as contained in the Notice.

Keeping in view her contributions, vast experience and knowledge specially in the domain of technology and in order to have an optimum combination of Executive and Non-Executive Directors with at least one woman Independent Director, the Board considers that her continued association would be rational and of immense benefit to the Company. Accordingly, the Board recommends the Resolution No. 1 as a Special Resolution, in relation to the re-appointment of Ms. Rajappa as an Independent Director, for a second term of 3 (three) consecutive years commencing from June 9, 2026, for the approval of the Members of the Company.

By Order of the Board
BATA INDIA LIMITED

Place : Gurugram
Date : April 15, 2026

NITIN BAGARIA
Company Secretary & Compliance Officer
ICSI Membership No. ACS 20228

Registered Office:
27B, Camac Street,
1st Floor, Kolkata – 700016
Telephone: +91 33 2289 5796
Fax: +91 33 2289 5748
Email: [email protected]
Website: www.bata.in
CIN: L19201WB1931PLC007261

Page 11 of 14

Annexure – 1 to the Notice and the Statement

As per the requirement of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and Clause 1.2.5 of the Secretarial Standard – 2 (Revised) as issued by the Institute of Company Secretaries of India, a statement containing the requisite details of the concerned Director(s) is given below:

Name and DIN Ms. Radha Rajappa (DIN: 08530439)
Position in the Company Independent Director, Non-Executive
Date of Birth / Age / Nationality 29.11.1966 / 59 years / Indian
Profile / Background Details, Recognition or awards, Qualifications Ms. Radha Rajappa is an entrepreneurial business leader with more than three decades of experience in IT industry handling diverse roles of creating, nurturing and leading businesses from start and scaling existing businesses. She has successfully built and passionately led various businesses in Digital Transformation and IT products and services.

She is an ardent believer of building and nurturing high performance teams and excited about carving business opportunities with leading edge Digital, AI and Cloud technologies.

She was a member of the India Leadership team driving the transformation for customers to the Cloud and Digital world. She has served for 16 years as a key member of the Executive Leadership team at Mindtree.

She was responsible for building and leading the Global Digital Business as the Executive Vice President and established Mindtree as a significant partner for Global clients to “Make Digital Real” for their businesses. Led Mindtree’s move to Industry led vertical focus as the leader for Retail, CPG and Manufacturing industry as well as Travel, Transportation and Hospitality.

Ms. Radha is also a Certified Executive Coach helping professionals sharpen their innate potential to deal with the change and realise their true potential. She has also served in IBM India in various capacities and in diverse roles encompassing Sales, Marketing and being responsible for various business lines.

She holds degree in Electronics and Communications Engineering and a management degree from the Indian Institute of Management (IIM) Bangalore. |
| Experience and Expertise in specific functional areas | General Management and Business Operation, Diversified Leadership, Senior Management Expertise, IT Industry/Cyber Security Experience, Merger and Acquisition, Marketing and Branding, Regulatory Compliance and Governance. |
| Terms and conditions of appointment or re-appointment | Please refer to the Statement above, given pursuant to the provisions of Section 102 of the Companies Act, 2013 (as amended).

Re-appointment as Non-Executive Independent Director for a period of 3 (three) consecutive years commencing from June 9, 2026 upto June 8, 2029. |

Page 12 of 14

Page 13 of 14

Remuneration last drawn by such person, if applicable The appointee director has received, during the financial year 2025-26, Rs. 15.25 Lakhs as Sitting Fees and Rs. 26.25 Lakhs as remuneration (commission for the financial year ended March 31, 2025) in the capacity of an Independent Director.
Remuneration sought to be paid Please refer to the Statement above, given pursuant to the provisions of Section 102 of the Companies Act, 2013 (as amended).
Date of first appointment on the Board June 9, 2021
Membership / Chairmanship of Committees of the Board of the Company – Bata India Limited Member of: - Audit Committee - Stakeholders Relationship Committee - Risk & Compliance Management Committee Chairperson of: - Nomination and Remuneration Committee - Technology Committee
Directorships in Unlisted Companies (excluding foreign companies) Vunet Systems Private Limited
Directorships in Other Listed Companies (excluding foreign companies) KFin Technologies Limited and Zensar Technologies Limited
Membership / Chairmanship of Committees of other Boards Zensar Technologies Limited Risk Management Committee Chairperson
Nomination and Remuneration Committee Member
Sustainability and CSR Committee Member
M&A Committee Member
KFin Technologies Limited Corporate Social Responsibility Committee Chairperson
Audit Committee Member
IT Strategy Committee Member
Listed Companies from which the appointee Director has resigned in past 3 (three) years None, not including completion of term, if any.
No. of shares held in the Company None, including as a beneficial owner.
Relationship with other Directors, Manager and other KMP of the Company None
No. of Meetings of the Board attended during the year 4 out of 4 meeting during the year 2025-26.

Notes:
1. The above information is as on the date of this Notice.

  1. Ms. Radha Rajappa is not disqualified under the Companies Act, 2013 (as amended) or debarred by virtue of any order passed by the Securities and Exchange Board of India, Ministry of Corporate Affairs, RBI, any Court or any other competent statutory authority, from holding the office as a director in the Company.

  2. Please refer to the website of the Company for the latest committee positions.

By Order of the Board
BATA INDIA LIMITED

NITIN BAGARIA
Company Secretary & Compliance Officer
ICSI Membership No. ACS 20228

Place : Gurugram
Date : April 15, 2026

Registered Office:
27B, Camac Street,
1st Floor, Kolkata – 700016
West Bengal
Telephone: +91 33 2289 5796
Fax: +91 33 2289 5748
Email: [email protected]
Website: www.bata.in
CIN: L19201WB1931PLC007261

Bata

Page 14 of 14

Bata

CALENDAR OF EVENTS

EVENTS DATE DAY
Date of dispatch of Postal Ballot Notice April 23, 2026 Thursday
Date of starting Postal Ballot / e-Voting April 24, 2026 Friday
Date of ending Postal Ballot / e-Voting May 23, 2026 Saturday
Expected (latest) date for submission of Scrutinizer Report May 25, 2026 Monday
Expected date of declaration of results of Postal Ballot and e-Voting May 25, 2026 Monday

BATA INDIA LIMITED

CIN: L19201WB1931PLC007261

Registered Office: 27B, Camac Street, 1st Floor, Kolkata-700016, West Bengal II Tel.: (033) 22895796 II Fax: (033) 22895748

E-mail: [email protected] II Website: www.bata.in

Communication to shareholders on other matters

Special Window for Share Transfer: Pursuant to the SEBI Circular No. HO/38/13/11(2)2026-MIRSD-POD/I/3750/2026 dated January 30, 2026, the Company has facilitated a special window for fresh lodgement / re-lodgement of share transfer requests. The special window is open since February 5, 2026 and will remain open till February 4, 2027, only for transfer requests where share transfer deeds were executed prior to April 1, 2019, irrespective of whether or not lodged before April 1, 2019 and the original security certificate is available. Eligible shareholders may submit their transfer requests along with the original security certificate and other requisite documents to the Company's Registrar to an issue and Share Transfer Agent (RTA) - MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) at C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai, Maharashtra – 400083, Phone No. - +91 8108116767. Please note that these shares shall be mandatorily credited to the transferee, only in demat mode and shall be under lock-in for a period of one year from the date of registration of transfer. These securities shall not be transferred/lien-marked/pledged during lock-in period.

Saksham Niveshak Campaign: Investor Education and Protection Fund Authority has initiated the Second 100 Days Campaign - "Saksham Niveshak" from April 1, 2026 to July 9, 2026 to reach out to shareholders whose dividend(s) has remained unpaid / unclaimed and whose Know Your Customer (KYC) / other details have not been updated.

In line with this, the shareholders of the Company having unpaid / unclaimed dividend(s) or whose KYC details have not been updated, are requested to reach out to the Company's RTA at the address given above. Alternatively, signed documents can be emailed at [email protected]

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