We have audited the accompanying financial statements of
Relaxo Footwears Limited (“the Company”), which comprise
the Balance Sheet as at March 31, 2026, the Statement of
Profit and Loss (including Other Comprehensive Income), the
Statement of Changes in Equity and Statement of Cash Flows
for the year then ended, and notes to the financial statements,
including a summary of material accounting policies and other
explanatory information (hereinafter referred to as the “financial
statements”).

In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid financial statements
give the information required by the Companies Act, 2013 (the
“Act”) in the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards prescribed
under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, (“Ind AS”)
and other accounting principles generally accepted in India, of
the state of affairs of the Company as at March 31, 2026 and
its profit, total comprehensive income, changes in equity and its
cash flows for the year ended on that date.

Description of Key Audit Matters:Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
financial statements of the current period. These matters
were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit
matters to be communicated in our report.

Information Other than the Financial Statements and
Auditor’s Report thereon

The Company's Board of Directors is responsible for the
preparation of the other information. The other information
comprises the information included in the Management
Discussion and Analysis, Board's Report including Annexures
to Board's Report, Business Responsibility Report, Corporate
Governance and Shareholder's Information, but does not include
the financial statements and our auditor's report thereon. The
Other Information is expected to be made available to us after
the date of this auditor's report. Our opinion on the financial
statements does not cover the other information and we do not
express any form of assurance conclusion thereon. In connection
with our audit of the financial statements, our responsibility is
to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the financial
statements, or our knowledge obtained during the course of
our audit or otherwise appears to be materially misstated. If,
based on the work we have performed, we conclude that there
is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this
regard.

Management’s Responsibility for the Financial
Statements

The Company's Board of Directors is responsible for the
matters stated in section 134(5) of the Act, with respect to the
preparation of these financial statements that give a true and
fair view of the financial position, financial performance, cash
flows and changes in equity of the Company in accordance
with the accounting principles generally accepted in India,
including the Indian Accounting Standards (Ind AS) prescribed
under section 133 of the Act. This responsibility also includes

maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable
and prudent; and design, implementation and maintenance
of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation
of the financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is
responsible for assessing the Company's ability to continue as
a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting
unless management either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.

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

Auditor’s Responsibility for the Audit of the Financial
Statements

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

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

Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery,
i nten tional omi ssions, mi srepresen tation s, or th e overrid e of
internal control.

Obtain an understanding of internal control relevant to the audit
in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act, we are also
responsible for expressing our opinion on whether the company
has an adequate internal financial controls system in place and
the operating effectiveness of such controls.

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

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

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

Materiality is the magnitude of misstatements in the financial
statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable user
of the financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the
scope of our audit work and in evaluating the results of our work;
and (ii) to evaluate the effect of any identified misstatements in
the financial statements.

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2020

(“the Order”) issued by the Central Government of India in

terms of section 143 (11) of the Act, we give in the Annexure

‘A' a statement on the matters specified in paragraphs 3 and

4 of the Order, to the extent applicable.

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

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

(b) I n our opinion, proper books of account as required by
law have been kept by the Company so far as it appears
from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss
including Other Comprehensive Income, the Cash Flow
Statement and Statement of Changes in Equity dealt with
by this Report are in agreement with the books of account.

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

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

(f) With respect to the adequacy of the internal financial
controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our
separate report in Annexure ‘B.

(g) With respect to the other matters to be included in the
Auditor's Report in accordance with the requirements of
section 197(16) of the Act, as amended:

In our opinion and to the best of our information
and according to the explanations given to us, the

remuneration paid by the Company to its directors
during the year is in accordance with the provisions of
section 197 of the Act.

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

i) The Company has disclosed the impact of pending
litigations on its financial position in Note-32 to
financial statements.

ii) The Company did not have any long-term contracts
including any derivative contracts for which there
were any material foreseeable losses.

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

iv) (a) The Management has represented that, to

the best of its knowledge and belief, no funds
(which are material either individually or in the
aggregate) have been advanced or loaned or
invested (either from borrowed funds or share
premium or any other sources or kind of funds) by
the Company to or in any other person or entity,
including foreign entity (“Intermediaries”),
with the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or
invest in other persons or entities identified in
any manner whatsoever by or on behalf of the
Company (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;

(b) The Management has represented, that, to
the best of its knowledge and belief, no funds
(which are material either individually or in
the aggregate) have been received by the
Company from any person or entity, including
foreign entity (“Funding Parties”), with the
understanding, whether recorded in writing or
otherwise, that the Company shall, whether,
directly or indirectly, lend or invest in other
persons or entities identified in any manner
whatsoever by or on behalf of the Funding
Party (“Ultimate Beneficiaries”) or provide any

guarantee, security or the like on behalf of the
Ultimate Beneficiaries;

(c) Based on the audit procedures that have been
considered reasonable and appropriate in
the circumstances, nothing has come to our
notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of
Rule 11(e), as provided under (a) and (b) above,
contain any material misstatement.

v) a) The final dividend paid by the Company during

the year in respect of the same declared for the
previous year is in accordance with section 123 of
the Companies Act 2013 to the extent it applies
to payment of dividend (Refer Note No.13 to the
financial statements);

b) As stated in Note No.50 to the financial
statements, the Board of Directors of the
Company have proposed final dividend for
the year which is subject to the approval of
the members at the ensuing Annual General
Meeting. The dividend declared is in accordance
with section 123 of the Act to the extent it
applies to declaration of dividend;

vi) Based on our examination, which included test
checks, the Company has used accounting software
systems for maintaining its books of account for
the financial year ended March 31, 2026 which have
the feature of recording audit trail (edit log) facility
and the same has operated throughout the year for
all relevant transactions recorded in the software
systems. Further, during the course of our audit we
did not come across any instance of the audit trail
feature being tampered with and the audit trail has
been preserved by the Company as per the statutory
requirements for record retention.

For Gupta & Dua

Chartered Accountants
Firm's Registration No.003849N

Mukesh Dua

Partner

Membership No.085323
New Delhi, May 28, 2026 UDIN: 26085323YUPZQL1494