The Board of Directors (“Board”) of your Company has pleasure in presenting 42nd Annual Report on the Company's business and
operations together with the Audited Financial Statements for the Financial Year 2025-26:

1. Company Overview

Incorporated in 1984, Relaxo is the largest footwear
manufacturer in India, serving the nation for more than
five decades, and is today ranked among the top 1,000
Most Valuable Companies (as per market capitalization)
with its shares listed at National Stock Exchange of India
Limited (“NSE”) and BSE Limited (“BSE”).

Relaxo is synonymous with quality products at affordable
prices, manufacturing slippers, sandals, sports and casual

shoes at 9 State of the Art manufacturing facilities at
Bahadurgarh (Haryana), Bhiwadi (Rajasthan) and Haridwar
(Uttarakhand).

Your Company's most popular brands - Relaxo, Sparx, Flite
& Bahamas are leaders in their space.

Having a PAN India distribution footprint, the Company
also operates 420 Exclusive Brand Outlets (“EBOs”), with
availability on all major e-commerce portals as well.

2. Financial Highlights

In compliance with the provisions of the Companies Act, 2013 (“Act”) and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”), the Company has prepared its financial statements as per the Indian
Accounting Standards (Ind AS) for the Financial Year 2025-26. The financial highlights of the Company's operations are as
follows: (H in Crores)

3. Business Performance

a) Financial

The key highlights of the Company's financial
performance during the Financial Year 2025-26 are
given below:

• Revenue from operations is H2,702.16 Crores as
compared to H2,789.61 Crores in the last Financial Year.

• EBITDA is at H373.98 Crores as compared to H382.00
Crores in last Financial Year.

• Net profit is at H179.27 Crores as compared to H170.33
Crores in the last Financial Year.

FY26 highlighted the strength of Relaxo's business model
and execution capabilities. While demand conditions
remained challenging during the first half of the year, the
Company successfully managed the operating environment
through focused market initiatives, enhanced channel
engagement, and prudent cost management. The strong
momentum witnessed in the fourth quarter provides a solid
foundation for the future and strengthens our conviction
in delivering consistent growth, improving profitability, and
long-term shareholder value creation.

b) Non-Financials

The global business environment during the
year continued to be influenced by geopolitical
uncertainties, volatile raw material prices, supply
chain challenges and changing consumer preferences.
Despite these headwinds, your Company remained
resilient, adapting swiftly to market dynamics while
continuing to make steady progress towards its long¬
term strategic goals.

Sales

We continued to strengthen our sales capabilities
by expanding our distribution network, improving
inventory management and enhancing engagement
with distributors and retailers. These initiatives have
improved product availability, increased operational
efficiency and enabled the Company to respond more
effectively to changing market dynamics.

During the financial year 2025-26, your Company
undertook several sales transformation initiatives
to strengthen its market position through better
channel engagement, efficient distribution and
consistent execution across the network. In addition,
the Company expanded its distribution network by
onboarding new distributors during the year. This
expansion reflects the Company's continued focus
on deepening market penetration and improving
reach across geographies. In parallel, the Company
continued to work on reinforcing financial discipline
and improving working capital efficiency.

A key highlight of the year was the successful pilot
of new Warehouse Management System (WMS),
enhancing the Company's distribution capabilities
and supply chain agility. The new system enables the
dispatch of curated size assortments to distributors,
moving away from conventional standard pack
configurations. This initiative provides channel
partners with greater ordering flexibility, supports
more efficient inventory management and contributes
to improved product availability across markets.

Further, the Company continued to stabilize and
improve distributor and retailer engagement through
initiatives like the Relaxo Parivaar App, which aims to
enhance connectivity and strengthen its on-ground
execution and visibility.

Marketing

Strategic investments in brand building, consumer
engagement and product innovation, supported by
stronger trade and digital initiatives, enhanced brand
visibility and reinforced the Company's leadership in
the market.

During the financial year 2025-26, your Company
continued to strengthen its market position through
a focused approach towards brand building, product
innovation and deeper retail engagement.

As part of its efforts to enhance consumer connect
and build a contemporary, relatable brand narrative,
the Company strategically onboarded actress Sanya
Malhotra as the brand ambassador for Flite and
launched the ‘Sar Utha Kadam Badha' campaign.
Rooted in Flite's positioning as a fashion footwear
brand that supports people at every stage of life,
the campaign inspires consumers to move ahead
with confidence and style in every step. Further
strengthening its consumer proposition, the
Company expanded its product portfolio with over
250 trend-forward designs across categories, aligned
with evolving consumer preferences and supported
by differentiated, story-led product propositions.

On the trade engagement front, the Company
strengthened its presence in the General Trade
channel and at Multi-Brand Outlets (MBO) through
the execution of over 100 retailer meets across
key markets. These initiatives facilitated deeper
engagement with channel partners, strengthened
business relationships and provided valuable market
insights. The Company further enhanced brand
visibility at the Point of Sale through the rollout
of high-impact visual merchandising initiatives,
including festive-themed in-store branding and
‘Impact Displays' across leading outlets on a pan-
India basis.

The Company also expanded its brand outreach
beyond India through its participation in one of the
popular walkathons in Dubai, engaging with over
30,000 participants on-ground. The activation was
further amplified through influencer-led content and
digital engagement, generating more than 2 million
views on Instagram.

With a strategic focus on digital as a key growth
lever, your Company strengthened its consumer
engagement through collaborations with digital
and regional influencers, delivering aspirational and
culturally relevant content.

Retail

Customer-centric initiatives across store expansion,
product assortment, consumer engagement and
workforce capability strengthened the Company's
retail presence. These efforts enhanced the shopping
experience, improved customer satisfaction and
supported sustainable retail growth.

Keeping the customer at the centre of all decisions,
the Company continues to strengthen its retail
business through focused interventions across
key strategic levers, including product assortment,
consumer engagement, customer experience, and
capability building.

During the year, your Company opened 35 new stores
in strategic locations while optimizing our portfolio
through the closure of 33 underperforming stores,
resulting in a network of 420 outlets as of March
31, 2026. Efforts were directed towards ensuring
the right product assortment, price points, and
availability across stores to cater to diverse consumer
needs and maximise conversion opportunities

To further enhance consumer engagement and
drive footfalls, your Company launched targeted
customer-centric initiatives throughout the year.
These included exclusive festive offers for retail
consumers and a strategic partnership with one of
the leading online travel platforms under the ‘Buy
& Fly' campaign, which provided customers with
exciting travel-related rewards and strengthened
brand engagement during the winter season.

Your Company worked towards offering the right
product collection, price & availability to ensure
that every customer walks out with a product. It
also prioritized customer engagement through CRM
campaigns, personalised promotions and social
media initiatives, driving up the repeat purchase rate
and new customer acquisition.

Besides, your Company enhanced its Learning
Management System for store teams by introducing
gamified learning modules, making training more
interactive, engaging, and user-friendly. This
approach encouraged greater participation, improved
knowledge retention and enabled store associates
to build their product and service expertise
more effectively. As a result, teams were better
equipped to provide informed guidance, deliver a
more personalised shopping experience and serve
customers with greater confidence and efficiency,
ultimately enhancing overall customer satisfaction.

E-Com & Modern Trade

The Company expanded its presence across
e-commerce, quick commerce and modern trade
channels by strengthening platform partnerships and
enhancing fulfilment capabilities. These initiatives
improved online reach, increased operational agility
and positioned the business to capitalise on the
rapidly evolving digital retail ecosystem.

During the financial year 2025-26, the Company
delivered a strong all-round performance, supported
by sustained demand and effective execution
across its business operations. The momentum
strengthened as the year progressed, reflecting the
impact of strategic initiatives and continued market
relevance. This performance was accompanied by an
improvement in profitability, driven by disciplined
cost management, a favourable business mix, and
enhanced operating efficiencies, reinforcing the
Company's focus on sustainable growth.

The Company also strengthened its strategic
positioning by scaling its presence in the fast-growing
quick commerce segment through direct partnerships
with leading platforms achieving over 5% category
share across key platforms. Additionally, it expanded
its channel reach through the activation of direct 3P
operations with one of the e-commerce platform
thereby driving higher online penetration for key open
footwear brands. Focused efforts on product portfolio
expansion, guided by consumer and marketplace
insights, along with enhancements in supply chain
infrastructure, have further reinforced the foundation
for sustained growth, improved speed, and greater
fulfilment efficiency in the coming year.

International Business

With a presence in over 35 countries across six
continents, your Company has established a strong
global footprint, reflecting its ability to successfully
serve diverse international markets. Backed by a
diversified product portfolio, strong distributor
relationships and a focus on operational excellence,
the Company continued to strengthen its position
across global markets.

Your Company continuess to strengthen its position
as a leading player in the global footwear industry.
With a presence in over 35 countries across six
continents, its international footprint reflects the
Company's ability to effectively penetrate and
succeed in diverse markets worldwide.

The diversified product portfolio-defined by
superior quality, durability, and exceptional value has
established the Company's reputation as a premier
global brand. During the year, your Company focused
on deepening brand equity in established territories
while successfully executing strategic entries into
high-potential emerging markets, most notably
across the African continent.

In recognition of operational excellence, your
Company was conferred with the Star Export
House status by the Federation of Indian Export

Organisations (under the Ministry of Commerce and
Industry). This prestigious accreditation provides
a significant competitive edge by streamlining the
Company's global supply chain through priority
customs clearance and self-certification privileges.
This accolade underscores the Company's unwavering
pursuit of excellence, customer satisfaction, and
long-term value creation as the Company continues
to scale its global operations through innovation and
agility.

Procurement

We have strengthened supplier partnerships,
diversified sourcing options and leveraged digital
procurement tools to improve continuity, mitigate
supply risks and enhance long-term competitiveness.

During the financial year 2025-26, your Company
made significant efforts to optimize costs by
identifying alternative sources and materials while
implementing diverse procurement strategies. These
initiatives yielded substantial savings and helped the
Company remain cost-competitive. Despite abnormal
price hikes caused by the West Asia conflict toward
the end of the fiscal year, proactive procurement
strategies allowed the Company to maintain stable
raw material pricing. Additionally, the Company
utilized procurement tool for reverse auction to
secure more competitive market rates, ensuring the
Company's long-term sustainability.

Product Development

Innovation remained at the core of the Company's
product development strategy, driven by a strong
focus on consumer insights, fashion trend research
and continuous design innovation. The Company's
R&D capabilities enabled the development of
differentiated products that aligned with evolving
consumer preferences while strengthening its
competitive position in the market.

Innovation and consumer-centric product
development remained at the core of the Company's
growth strategy during the year. The Company's
Research & Development (R&D) team played a pivotal
role in driving product innovation by continuously
studying evolving consumer preferences, analysing
emerging fashion and lifestyle trends, and exploring
new materials, designs and technologies. These
insights were complemented by extensive distributor
interactions, retail feedback and on-ground market
immersion, enabling the Company to identify
changing market needs and translate them into
relevant product offerings.

A key highlight of the year was the robust pipeline
of new product development across brands, with
insights carefully aligned to global fashion trends to
ensure both local relevance and international appeal.
The resulting portfolio featured trend-forward
products with a strong focus on contemporary colour
directions, innovative materials, enhanced comfort
and modern design aesthetics. These differentiated
offerings across multiple categories further
reinforced the Company's position as an innovation-
driven, consumer-centric organisation.

Manufacturing and Quality

The Company continued to strengthen its
manufacturing capabilities through automation,
quality enhancement and operational excellence
initiatives. These investments improved productivity,
ensured consistent product quality, reduced
process inefficiencies and reinforced the Company's
commitment to sustainable manufacturing.

During the financial year 2025-26, your Company
strengthened its manufacturing capabilities through
automation and quality enhancement initiatives. The
introduction of automatic cutting machines and pattern
stitching-cum-upper knitting machines improved
productivity, precision, production consistency and
product quality, while reducing rejection levels and
enhancing operational efficiency.

The Company further reinforced its commitment to
quality, environmental stewardship, occupational
health & safety and information security by obtaining
the following internationally recognised certifications:

• ISO 9001:2015 - Quality Management System

• ISO 14001:2015 - Environmental Management System

• ISO 45001:2018 - Occupational Health and Safety
Management System

• ISO 27001:2022 - Information Security Management
System

These certifications reflect the Company's commitment
to operational excellence, responsible manufacturing
and adherence to globally recognised management
standards.

Information Technology

The Company continued to strengthen its technology
capabilities through investments in digital
transformation, cybersecurity, data governance
and business continuity. As part of its digital
transformation journey, the Company is actively
integrating Artificial Intelligence (AI) into its business

processes and technology ecosystem, laying the
foundation for smarter operations, enhanced
productivity and accelerated innovation in the years
ahead.

During the financial year 2025-26, your Company
continued to strengthen its digital capabilities
by progressively IT-enabling manufacturing and
business processes, improving productivity,
operational efficiency and process reliability.

The Company further enhanced its cybersecurity and
data governance framework by collaborating with
leading industry experts, completing the scoping
phase of a comprehensive Data Privacy Assessment
and initiating the development of a structured
Data Privacy framework. Vulnerability Assessment
and Attack Simulation (VAAS) exercises were
also conducted to strengthen cyber resilience and
safeguard critical business information.

The Company continued to ensure high availability of
its critical IT infrastructure through real-time recovery
capabilities for SAP and email systems, reinforcing
business continuity and operational resilience. It also
commenced the adoption of Artificial Intelligence
(AI) across key business functions and will continue
to expand AI-led capabilities to drive automation,
smarter decision-making and operational excellence
in the years ahead.

Human Resource

Our people strategy remained focused on building a
future-ready, high-performance organisation through
talent development, digital transformation, employee
engagement and progressive people practices. These
initiatives strengthened organisational capability
while supporting sustainable business growth.

During the year, your Company continued to
strengthen its human resource capabilities with
a focused approach towards building a high-
performance and future-ready organisation. The
Company remained committed to attracting,
developing, and retaining talent while aligning
people's practices with evolving business needs.

A key focus area during the year was ensuring
alignment with the evolving regulatory landscape,
including preparedness for the implementation of the
new labour codes. The Company undertook necessary
policy reviews, process alignments, and system
readiness initiatives to ensure a smooth transition
and compliance. Benefits under applicable labour
welfare schemes were also secured and extended to
the workforce.

Learning and development initiatives continued with
a focus on digital learning and targeted capability
building, including Lean Manufacturing programmes
for plant leadership teams. Employee engagement
and communication were strengthened, and the
Rewards and Recognition framework was enhanced
to reinforce performance-driven behaviours.

The Company continued its journey of process
transformation through technology-enabled solutions.
The implementation of the new Human Resource
Management System (HRMS) progressed further
during the year, enhancing operational efficiency,
data-driven decision-making, and overall employee
experience.

The Company also continued to strengthen its
employer brand through active engagement on
professional network platforms, enabling it to attract
quality talent.

Finance, Accounts & Compliance

The Company continued to maintain a strong
financial governance framework through prudent
financial management, robust internal controls
and strict adherence to applicable statutory and
regulatory requirements. Transparent financial
reporting, effective treasury management and
a compliance-driven approach supported the
Company's operational resilience and reinforced
stakeholder confidence.

During the year, the Company maintained sound
financial discipline by adopting prudent accounting
practices, effective treasury management and a
robust internal financial control framework. The
financial statements were prepared in accordance with
the applicable Indian Accounting Standards (Ind AS)
and statutory requirements, ensuring transparency,
accuracy and reliability in financial reporting. The
Company continued to comply with the provisions of
the Companies Act, 2013, SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
and other applicable laws and regulations. Regular
internal audits, statutory audits and oversight by
the Audit Committee strengthened the Company's
governance framework, while timely statutory filings
and compliance monitoring ensured adherence to
all regulatory obligations. The Company remains
committed to maintaining the highest standards
of financial integrity, accountability and corporate
governance in the interests of all stakeholders.

Sustainability

Sustainability remains an integral part of the
Company's long-term growth strategy, with a

continued focus on responsible business practices,
environmental stewardship, social responsibility
and strong governance. These initiatives strengthen
stakeholder trust, enhance business resilience and
support sustainable value creation.

During the financial year 2025-26, your Company
continued to integrate sustainability principles across
its business operations, guided by a commitment to
responsible growth and long-term value creation. The
Company strengthened its ESG framework through
responsible business practices, robust governance,
environmental stewardship and initiatives focused on
employee well-being, customers, business partners
and the communities it serves. Regular stakeholder
engagement and materiality assessments helped
identify key sustainability priorities and integrate
them into the Company's business strategy. The
Company remains committed to continuously
enhancing its sustainability performance while
creating enduring value for all stakeholders. Further
details on the Company's sustainability initiatives
are provided in the Business Responsibility and
Sustainability Report (BRSR), which forms part of
this Annual Report.

4. Management Discussion and Analysis Report

Pursuant to Regulation 34(2)(e) of the Listing Regulations,
a detailed Management Discussion and Analysis Report for
the Financial Year under review is presented in a separate
section, forming part of the Annual Report.

The state of the affairs of the business along with
the financial and operational developments has been
discussed in detail in the Management Discussion and
Analysis Report.

5. Dividend

In line with the Dividend Distribution Policy of the Company,
the Board of Directors in its meeting held on May 28, 2026
has recommended a final dividend @350% equivalent to
H3.50/- (Rupees Three and Fifty Paisa only) per equity
share of HI/- (Rupee One Only) each for the Financial Year
2025-26 payable to those members whose names appear
in the Register of members / list of beneficiaries as on
September 18, 2026, i.e. the Record Date. The total final
dividend payout will amount to H87.13 Crores (Rupees
Eighty-Seven Crores and Thirteen Lac only). The payment
of final dividend is subject to the approval of members in
the Company's ensuing Annual General Meeting (“AGM”).

Pursuant to the Finance Act, 2020 read with the Income
Tax Act, 2025, the dividend paid or distributed by a
Company shall be taxable in the hands of the shareholders
w.e.f. April 1, 2020. Accordingly, in compliance with the

said provisions, your Company shall make the payment of
dividends after deduction of tax at source at the prescribed
rates. For the prescribed rates of various categories, the
shareholders are requested to refer to the Finance Act,
2020 and amendments thereto.

6. Dividend Distribution Policy

As per Regulation 43A of the Listing Regulations, top
1000 listed companies based on market capitalization
are required to formulate a Dividend Distribution Policy.
Accordingly, your Company had formulated the Dividend
Distribution Policy, which sets out the parameters and
circumstances to be considered by the Board in determining
the distribution of dividend to its shareholders and/ or
retaining profits earned by the Company.

The Dividend Distribution Policy is available on the website
of the Company at the linkhttps://cdn.shopify.com/s/
files/1/0673/0003/2740/files/dividend-distribution-
policy-1708068799.pdf?v=1725434535

7. Transfer to Reserves

Your Company has transferred H75 Crores (Rupees
Seventy-Five Crores Only) to the general reserve from the
net profits of the Company. An amount of H144.12 Crores
(Rupees One Hundred Forty-Four Crores and Twelve Lac
only) is proposed to be retained in the Statement of Profit
& Loss of the Company.

8. Public Deposits

Your Company has not invited or accepted any deposits
within the meaning of Section 73 and 74 of the Act read
with the Companies (Acceptance of Deposits) Rules, 2014
from public during the year under review. Therefore, no
amount of principal or interest was outstanding, as on the
balance sheet closure date.

Further, no amount remained unpaid / unclaimed at the end
of the year nor there has been any default in repayment of
the deposits or payment of interest thereon.

Disclosure of details of the deposits which are not in
compliance with the requirements of Chapter V of the Act
is Not Applicable.

9. Compliance with Secretarial Standards

During the year under review, the Directors state that
applicable Secretarial Standards issued by The Institute of
Company Secretaries of India (“ICSI”) and notified by the
Ministry of Corporate Affairs, i.e., Secretarial Standard-1
(“SS-1”) and Secretarial Standard-2 (“SS-2”), relating
to ‘Meetings of the Board of Directors' and ‘General
Meetings', respectively, have been duly complied with by
the Company.

10. Subsidiary/ Joint Venture/ Associate Company

Your Company does not have any subsidiary, joint venture
or associate company, as at the end of the financial year
under review. Further, during the year, no Company became
or ceased to be Subsidiary, Joint Venture or Associate
Company of the Company.

Further, the Board of Directors, at its meeting held on May
28, 2026, approved a proposal to invest up to H2.50 crores
(Rupees Two crores fifty lakhs only) by way of subscription
of equity shares representing approximately 26% of the
equity share capital carrying voting rights in a Special
Purpose Vehicle (SPV) incorporated by CleanMax Enviro
Energy Solutions Limited and/or its affiliates.

Subsequently, pursuant to a Certificate of Incorporation
dated June 13, 2026, issued by the Ministry of Corporate
Affairs, the said SPV has been incorporated under the
name Clean Max MUOI Private Limited.

The investment is for the development of a group captive
solar power project under the Electricity Act, 2003, intended
to cater to the Company's manufacturing facilities across
Haryana.

11. Changes in the nature of Business

There was no change in the nature of business of the
Company during the Financial year under review.

12. Share Capital

Authorised Share Capital:

The authorized share capital of your Company as on March
31, 2026 stood at H51,00,00,000/- (Rupees Fifty-One
Crores Only) divided into 51,00,00,000 (Fifty-One Crores)
Equity Shares of HI/- (Rupee One Only) each.

Issued, Subscribed and Paid-up Share Capital:

As on March 31, 2026, the issued, subscribed and paid-
up share capital of the Company was H24,89,38,586/-
(Rupees Twenty-Four Crores Eighty-Nine Lacs Thirty-
Eight Thousand Five Hundred and Eighty-Six Only) divided
into 24,89,38,586 (Twenty-Four Crores Eighty Nine-Lacs
Thirty-Eight Thousand Five Hundred and Eighty Six) equity
shares of face value of H1/- (Rupee One Only) each.

Further, during the FY 2025-26, there has been no change
in the Authorised, Issued, Subscribed and Paid-up Share
Capital of the Company.

13. Disclosure relating to Remuneration of Directors
and Key Managerial Personnel (KMP)

Your Company believes that building a diverse and
inclusive culture is integral to its success. A diverse Board
will be able to leverage different skills, qualifications,
professional experiences, perspectives and backgrounds,
which is necessary for achieving sustainable and balanced
development. The Nomination and Remuneration

Committee have adopted principles for identification of
Key Managerial Personnel (KMPs), Senior Management
Personnel (SMPs), Executive Directors and Non-Executive
Directors including Independent Directors. Pursuant
to Section 134(3)(e) and Section 178(3) of the Act, the
Nomination and Remuneration Policy adopted by the Board
also sets out the criteria for determining Qualifications,
Positive Attributes and Independence while evaluating
a person for appointment / re-appointment as Director
or KMP or SMP with no discrimination on the grounds of
gender, race or ethnicity, nationality or country of origin
and also to determine the framework for remuneration of
Directors, KMP, SMP and other Employees.

The detailed Nomination and Remuneration Policy as
amended is available on the website of your Company at the
linkhttps://cdn.shopifv.com/s/files/1/0673/0003/2740/
files/Nomination and Remuneration Policy.
pdf?v=1741684578

14. Particulars of Employees

The disclosure as required under Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014,
in respect of Directors, KMPs and other employees of the
Company, are given in Annexure-A which forms part of
this report. In terms of Section 136(1) of the Act, the Report
and Financial Statements are being sent to the Members
and others entitled thereto, excluding the Statement of
Particulars of Employees as required under Rule 5(2) &
(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 as amended. The
copy of the said statement is available for inspection by
the Members at the Registered Office of your Company
during business hours on working days up to the date of
the ensuing Annual General Meeting (“AGM”).

15. Directors and Key Managerial Personnel

The Composition of the Board of Directors is in accordance
with the provisions of Section 149 of the Act and
Regulation 17 of the Listing Regulations, with an optimum
combination of Executive Directors, Independent Directors
and Independent Women Director.

As on March 31, 2026, your Company has 1 (One) Chairman
& Managing Director, 4 (Four) Whole Time Directors and
5 (Five) Non-Executive Independent Directors including 1
(One) Independent Woman Director. The composition of
the Board represents an optimal mix of Professionalism,
Knowledge, Experience and Expertise in varied fields
enabling it to discharge its responsibilities and provide
effective leadership for long term vision with highest
standards of the governance.

Pursuant to the Section 152(6) of the Act read with the
Articles of Association of the Company, Mr. Gaurav Kumaar

Dua, Co-Chief Executive Officer & Whole Time Director
(DIN: 09674786), and Mr. Sushil Batra, Executive Director
(DIN: 09351823), of your Company will retire by rotation
at the ensuing Annual General Meeting and being eligible,
offered themselves for re-appointment.

As on March 31, 2026, Mr. Ramesh Kumar Dua (DIN:
00157872) - Chairman & Managing Director, Mr. Mukand
Lal Dua (DIN - 00157898) - Whole-Time Director, Mr. Nikhil
Dua (DIN: 00157919) - Whole-Time Director, Mr. Gaurav
Kumaar Dua (DIN: 09674786) -Whole-Time Director,
Mr. Sushil Batra (DIN: 09351823) - Executive Director and
Mr. Ankit Jain, Company Secretary & Compliance Officer,
are the Key Managerial Personnel (KMP) of your Company.

Further, during the financial year under review till the date
of this report, the following changes occurred in the Board
of Directors and Key Managerial Personnel, which are
summarized as under:

1. The Shareholders of the Company at their 41st Annual
General Meeting (AGM) held on August 28, 2025
approved the re-appointment of Mr. Ramesh Kumar
Dua, Chairman & Managing Director (DIN: 00157872),
who was retiring by rotation at the 41st AGM and
being eligible offered himself for re-appointment.

2. The Shareholders of the Company at their 41st
AGM held on August 28, 2025, approved the re¬
appointment of Mr. Mukand Lal Dua, Whole-time
Director (DIN: 00157898), who was retiring by rotation
at the 41st AGM and being eligible offered himself for
re-appointment.

3. In view of the succession plan of the Company,
Mr. Sushil Batra, Executive Director and CFO (DIN:
09351823) of the Company relinquished the position
of Chief Financial Officer (CFO) w.e.f. closure of
business hours on May 15, 2025, and continued as the
Executive Director of the Company.

4. Consequent to the relinquishment of position of CFO
by Mr. Sushil Batra, the Board of Directors on the
recommendation of Nomination & Remuneration
Committee and Audit Committee appointed
Mr. Prince Jain as the CFO of the Company w.e.f.
May 16, 2025.

5. Mr. Prince Jain vide his letter dated March 11, 2026 has
resigned from the position of CFO with immediate
effect i.e. from the closure of business hours of
March 11, 2026.

6. Consequent to the resignation of Mr. Prince Jain from
the position of CFO, the Board of Directors on the
recommendation of Nomination & Remuneration
Committee and Audit Committee appointed Mr. Amit
Roy as the CFO of the Company w.e.f. April 1, 2026.

7. Mr. Gaurav Kumaar Dua, Whole time Director (WTD)
was re-designated as Co-Chief Executive Officer &
Whole-time Director (Co-CEO & WTD) of the Company
w.e.f. April 1, 2026, on his existing remuneration,
with no change in his tenure and other terms and
conditions of his appointment as approved by the
shareholders at the AGM held on August 24, 2023, for
a period of 3 years from October 1, 2023 to September
30, 2026.

8. Mr. Ritesh Dua, Executive Vice President (Finance)
was re-designated as Co-Chief Executive Officer
(Co-CEO) of the Company w.e.f. April 1, 2026, on his
existing remuneration, with no change in his tenure
and other terms and conditions of his appointment
as approved by the shareholders at the AGM of the
Company held on August 24, 2023, for a period of 3
years from October 1, 2023 to September 30,2026.

Further, no directors / KMPs other than mentioned above
were appointed or resigned during FY26.

Therefore, your Board is maintained with optimum
combination of Executive and Non-Executive/Independent
Directors.

Furthermore, none of the Directors/ KMP other than Mr.
Ramesh Kumar Dua, Chairman & Managing Director, Mr.
Mukand Lal Dua, Mr. Nikhil Dua, Whole - Time Directors,
Mr. Gaurav Kumaar Dua, Co-Chief Executive Officer &
Whole-time Directors and Mr. Ritesh Dua, Co-Chief
Executive Officer of your Company are related, inter-se, in
terms of Section 2(77) of the Act including Rules framed
there under.

16. Declaration by Independent Directors

The Company has received necessary declarations from
all its Independent Directors confirming that they meet
the criteria of Independence as prescribed under Section
149(6) of the Act and Regulation 16(1)(b) & 25(8) of the
Listing Regulations. The Company has also received
declarations from the Independent Directors with regard
to the compliance of Rule 6 (1) & 6 (2) of the Companies
(Appointment and Qualifications of Directors) Rules, 2014,
regarding online registration with the Indian Institute of
Corporate Affairs (“IICA”), for inclusion/ renewal of the
name in the data-bank of the Independent Directors. The
Independent Directors have also confirmed that they have
complied with Company's Code for Independent Directors
prescribed in Schedule IV of the Act.

17. Statement regarding opinion of the Board with
regard to Integrity, Expertise and Experience
(including the proficiency) of the Independent
Directors appointed during the year

With regard to Integrity, Expertise and Experience
(including the Proficiency) of the Independent Directors

of the Company, the Board of Directors has taken on
record the declarations and confirmations submitted by
the Independent Directors and is of the opinion that all
the Independent Directors are individuals of integrity
and possess relevant expertise & experience and their
continued association as Directors will be of immense
benefit in the best interest of your Company. With
regard to the proficiency of the Independent Directors,
ascertained from the online proficiency self-assessment
test conducted by the IICA, as notified under Section 150
(1) of the Act, the Board of Directors has taken on record,
the declarations submitted by Independent Directors that
they are exempt from appearing in the test.

18. Annual Evaluation

In terms of the provisions of Section 178 of the Act read
with Rules issued thereunder and Regulation 19 read
with Part D of Schedule II of the Listing Regulations, the
Board of Directors in consultation with Nomination and
Remuneration Committee, has formulated a framework
recommended by the appropriate consultants containing,
inter-alia, the criteria for the performance evaluation of
the entire Board of the Company, its Committees and
individual directors, for FY26.

During the reporting year, customized questionnaires were
circulated to all the Board members in order to enhance
the effectiveness of the evaluation process. The Board
evaluation process was carried out to ensure that the Board
and various Committees of the Board have appropriate
composition, and they have been functioning collectively
to achieve the business goals of your Company. Directors
were evaluated on their contribution in Board / Committee
meetings, guidance & support to the management outside
Board / Committee meetings and other parameters as
specified by the Nomination and Remuneration Committee
of your Company.

The Board's functioning was evaluated on various
aspects including, inter- alia, degree of fulfillment of key
responsibilities, Board structure & composition, role &
accountability, management oversight, risk management,
culture & communication, frequency and effectiveness of
meetings.

The Committees of the Board were assessed on the basis
of degree of fulfillment of key responsibilities, adequacy
of Committee composition and effectiveness of the
meetings.

The performance evaluation of Independent Directors was
carried out by the entire Board, excluding the Director being
evaluated. The performance evaluation of the Chairman
of the Board and of the Non-Independent Directors
was carried out by the Independent Directors, who also
reviewed the performance of the Board as a whole.

The Board of Directors expressed their satisfaction with
the evaluation process.

19. Familiarization Programme

In terms of Regulation 25(7) of the Listing Regulations,
your Company familiarizes its directors about their role and
responsibilities at the time of their appointment through
a formal letter of appointment. The format of the letter
of appointment / re-appointment is available on your
Company's website at the linkhttps://relaxofootwear.
com/pages/terms-conditions-of-independent-director

Sessions are conducted in the meetings of the Board and
its various Committees on the relevant subjects such as
strategy, Company's performance, financial performance,
internal financial controls, risk management, plant's
performance, retail, products, finance, human resources,
capital expenditure, CSR, statutory and regulatory
Compliances etc. All efforts are made to keep the
Independent Directors aware of major developments being
taken place in the industry, the Company's business model
and relevant changes in the law governing the Company's
business. The details of the programs/ sessions conducted
for familiarization of Independent Directors can be
accessed on your Company's website at the linkhttps://
relaxofootwear.com/pages/disclosures-under-regulation-
46-of-the-lodr

20. Number of Meetings of the Board

During FY26, the Board of Directors met 6 (six) times on
May 9, 2025, May 15, 2025, July 30, 2025, November 13,
2025, January 30, 2026, and March 26, 2026; the details of
which are provided in the Report on Corporate Governance,
which forms part of this Annual Report. The intervening
period between any two consecutive Board Meetings was
within the maximum time gap prescribed under the Act,
Regulation 17 of the Listing Regulations and SS-1 issued by
the ICSI.

21. Committees of the Board

During FY26, the Board had 5 (five) Committees, namely:

- Audit Committee.

- Nomination and Remuneration Committee.

- Stakeholders' Relationship Committee.

- Risk Management Committee; and

- CSR & ESG Committee

All the recommendations made by the Committees of
the Board including the Audit Committee were accepted
by the Board. A detailed update on the Board, its
composition, detailed charter including terms & reference
and composition of various Board Committees, number
of Board & Committee meetings held during FY26 and

attendance of the Directors at each meeting is provided in
the report on Corporate Governance, which forms part of
the Annual Report.

22. Director’s Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Act, the
Directors to the best of their knowledge and belief, confirm
that:

a) in the preparation of the annual accounts for the
FY26, the applicable accounting standards have
been followed, and no material departures have been
made from the same;

b) such accounting policies have been selected and
applied consistently and made judgments and
estimates that are reasonable and prudent, so as 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) proper and sufficient care has been taken for the
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 fraud and other
irregularities.

d) the annual accounts have been prepared on a going
concern basis.

e) Internal Financial Controls to be followed by the
Company have been laid down and such Internal
Financial Controls are adequate and operating
effectively; and

f) Proper systems have been devised to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

23. Statutory Auditors

In terms of the provisions of Section 139 of the Act read
with provisions of the Companies (Audit and Auditors)
Rules, 2014, M/s. Gupta & Dua, Chartered Accountants
(ICAI Firm Registration No. - 003849N) were appointed
as the Statutory Auditors of your Company for a period
of 5 (five) years from the conclusion of 38^th AGM till the
conclusion of 43^rd AGM of the Company.

24. Statutory Auditors’ Report

The Board has duly examined the Statutory Auditors'
Report to the accounts of the Company, which is self¬
explanatory. The Auditor's Report for FY26 does not
contain any qualification, reservation, adverse remarks or
disclaimer.

25. Details in respect of frauds reported by the auditors
under section 143(12) of the Act other than those
which are reportable to the Central Government

During the Financial Year under review, the statutory
auditor and the secretarial auditor have not reported any
instance of fraud in respect of the Company, by its officers
or employees under Section 143(12) of the Act.

26. Maintenance of Cost Records and Cost Audit

Your Company does not fall under the category prescribed
under Section 148(1) of the Act and Rules 3 and 4 of the
Companies (Cost Records and Audit) Rules, 2014, Hence,
the requirements of maintenance of Cost Records and the
requirement of Cost Audit is not applicable to the Company.

27. Internal Auditors

Pursuant to the provisions of Section 138 of the Act, the
Company had appointed Mr. Rohit Khaneja as the Internal
Auditor of the Company.

28. Secretarial Auditors

Pursuant to the provisions of Section 204(1) of the Act
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the Listing Regulations, the shareholders
of the Company in its 41st Annual General Meeting, on
recommendations of the Board of Directors and Audit
Committee had appointed Chandrasekaran Associates
a peer reviewed firm of Company Secretaries in Practice
(Firm Registration Number P1988DE002500) as Secretarial
Auditors of the Company for conducting Secretarial Audit
of the Company for a term of up to 5 (Five) consecutive
years i.e. from FY 2025-26 to FY 2029-30.

The Secretarial Audit Report for the Financial Year 2025-26
is annexed as Annexure-B which forms part of this report.
The Secretarial Audit Report for the Financial Year ended
on March 31, 2026 does not contain any qualification,
reservation, adverse remarks or disclaimer.

29. Annual Return

Pursuant to Section 92(3) and 134 of the Act read with
the rule 12(1) of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the
Company for the financial year 2025-26 is available on the
website and can be accessed athttps://relaxofootwear.
com/pages/annual-return.

30. Contracts and Arrangements with Related Parties

During FY26, the Company entered into various transactions
with related parties. All the Contracts / arrangements /
transactions entered into by the Company with its related
parties during the Financial Year under review were on an
arm's length basis. Further, during the Financial Year 2025-

26, the Company had entered into a transaction with related
parties not in the normal course of business but on an arm's
length basis under the provisions of Section 188 of the Act
and in compliance with the applicable provisions of the
Listing Regulations.

During the Financial Year under review, the Company had not
entered into any contract / arrangement / transaction with
related parties which could be considered material in accordance
with the Policy of the Company on materiality of Related Party
Transactions that would have required Shareholders' approval
under Regulation 23 of the Listing Regulations.

The Board of Directors has formulated a Policy on materiality
of Related Party Transactions (RPT Policy), pursuant to the
provisions of the Act and the Listing Regulations. The RPT
Policy intends to ensure that proper reporting, approval
and disclosure processes are in place for all transactions
between the Company and related parties. The updated
Policy on materiality of Related Party Transactions is
available on the website of your Company at the link
https://cdn.shopify.com/s/files/1/0673/0003/2740/files/
Policy on Materiality of Related Party Transactions.
pdf?v=1741684578

The disclosure of Related Party Transactions as required
under Section 134(3)(h) of the Act read with Rule 8(2) of
the Companies (Accounts) Rules, 2014, in Form AOC-2 is
not applicable. Further, disclosures as per IND -AS 24 have
been made in Note 41 of the Financial Statements for the
year ending on March 31, 2026.

31. Details of Loans, Guarantees, Securities & Investments

In terms of Section 186 of the Act read with Rules framed
thereunder, details of the loans given and investments
made by your Company have been disclosed under Note 4 &
5, respectively, of the Financial Statements for the financial
year ended on March 31, 2026, which forms part of this
Annual Report. Your Company has not given any guarantee
or provided any security during the year under review.

32. Risk Management

Your Company has a Risk Management Policy consistent
with the provisions of the Act and Listing Regulations. Risk
management process has been established across your
Company and is designed to identify, assess and frame
a response to threats that may affect the achievement
of its objectives. Further, it is embedded across all the
major functions and revolves around the objectives of the
organization.

The Board of Directors has constituted its Risk
Management Committee to assist the Board in fulfilling
its responsibilities relating to evaluation and mitigating
of various risks exposures that potentially impact your
Company.

The Board advised by the Risk Management Committee,
wherever appropriate, regularly reviews the significant
risks and decisions that could have a material impact on
the company. There are no risks which, in the opinion of the
Board, threaten the existence of your Company. However,
some of the risks which may pose challenges are set out
in the Management Discussion and Analysis which forms
part of this Report.

The risk management policy is available at the website of
the Company at following linkhttps://cdn.shopify.com/s/
files/1/067.3/000.3/2740/files/risk-management-policy-
1708068852 3187738q-eeb1-41fa-8bfb-a5dcaac7eqf8.
pdf?v=1733560348

As per Listing Regulations, the Risk Management
Committee shall meet at least twice in a Financial Year.
The details pertaining to the composition, meetings and
terms of reference of the Risk Management Committee
are included in the Report on Corporate Governance which
forms part of the Annual Report.

33. Corporate Social Responsibility (CSR) and its
Committee

Your Company has firm belief and commitment towards
the collective development of all the stakeholders,
especially, people at bottom of the pyramid and consider
it as a pre-requisite for the sustainability of the business.
Thus, CSR is not just compliance for your Company but
is an opportunity to contribute towards nation building
through well-defined professional approach.

In compliance with the provisions prescribed under Section
135 of the Act, your Company had constituted a CSR &
ESG Committee of the Board. The Board of Directors
laid down the CSR Policy, covering the objectives, focus
areas, governance structure and monitoring & reporting
framework among others.

The Corporate Social Responsibility Policy is available
on the website of your Company at the following link
https://cdn.shopify.com/s/files/1/0673/0003/2740/
files/corporate-social-responsibilitv-policv-1716526796.
pdf?v=1725434537

During the year, your Company has continued its work on
its CSR projects undertaken in FY26; the details of CSR
activities are given in Annexure-C to this report.

The details of the composition of the CSR & ESG Committee,
CSR policy, CSR initiatives and activities undertaken during
the year are given in the Annual Report on CSR activities
as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and explained in detail in
Annexure-C to this report.

The details pertaining to the composition, meetings
and terms of reference of the CSR & ESG Committee are
included in the Report on Corporate Governance which
forms part of the Annual Report.

As per the requirement under Section 135 of the Act read
with relevant Rules made thereunder, the composition of
the CSR Committee & CSR Policy approved by the Board are
available on the website of the Company athttps://cdn.
shopify.com/s/files/1/0673/0003/2740/files/corporate-
social-responsibility-policy-1716526796.pdf?v=1725434537
and Projects approved by the Board are available on the
website of the Company athttps://relaxofootwear.com/
pages/social-responsibility

34. Composition of Audit Committee

In compliance with the provisions of Section 177 of the Act
and Regulation 18 of the Listing Regulations, the Board
of Directors of your Company had constituted the Audit
Committee. The details pertaining to the composition,
meetings and terms of reference of the Committee are
included in the Report on Corporate Governance, which
forms part of the Annual Report.

35. Vigil Mechanism

Your Company has established Vigil Mechanism/ Whistle
Blower Policy for Directors and employees of the Company
as required under Section 177 (9) of the Act and Regulation
22 of the Listing Regulations.

This Policy has been established with a view to provide a
tool for Directors and Employees of your Company to report
to the management / Board on the genuine concerns
including unethical behavior, actual or suspected fraud
or violation of the Code or the Policy. This Policy outlines
the procedures for reporting, handling, investigating
and deciding on the course of action to be taken in case
inappropriate conduct is noticed or suspected.

This Policy also provides adequate safeguards against
victimization of Director(s)/ Employee(s) who avail the
mechanism and also provides direct access to the Chairman
of the Audit Committee in exceptional cases. The Audit
Committee is authorized to oversee the Vigil Mechanism/
Whistle Blower Policy of your Company.

The Company has not received any complaints during the
year. Your Company hereby affirms that no person of your
Company has been denied access to the Chairman of the
Audit Committee.

The Policy is available on the website of your Company at
the linkhttps://cdn.shnpify.cnm/s/files/1/0673/0003/2740/
files/vigil-mechanism-policy-1725856876.pdf?v=17314 0 6745

36. Business Responsibility and Sustainability Report

In terms of the amended Regulation 34 of the Listing
Regulations read with relevant SEBI Circulars, the
Business Responsibility and Sustainability Report for
FY26, describing the initiatives taken by your Company for
environmental, social and governance perspective, forms
part of this Annual Report.

37. Policy on Prevention of Insider Trading

In accordance with SEBI (Prohibition of Insider Trading)
Regulations, 2015, your Company has in place following
policies/ codes which are revised from time to time
according to applicable laws or as per need:

• Code for Prohibition of Insider Trading containing the
following:

Part A: Code on conduct to regulate, monitor and
report trading by Designated Persons and their
immediate relatives

Part B: Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information
(“UPSI”)

• Policy and procedures for inquiry in case of leak of
UPSI/ suspected leak of UPSI

• Policy on Penalties/ Actions against Violation of
Insider Trading Norms

All compliances related to the Code of Conduct for
Prohibition of Insider Trading are being managed through
a web-based portal installed by your Company. The Code,
inter alia, lays down the procedures to be followed by
Designated Person(s) (DP) and their Immediate Relatives
(IRs) while trading/ dealing in Company's shares and
sharing UPSI. The Code includes the obligations and
responsibilities of DPs, obligation to maintain the digital
database and mechanism for prohibition of insider trading
and handling of UPSI.

The said code is available on the website of your Company
athttps://cdn.shopify.com/s/files/1/0673/0003/2740/
files/code-for-prohibition-of-insider-trading-1725856948.
pdf?v=1731406661

38. Disclosure Under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has in place a Policy on Prevention of Sexual
Harassment in accordance with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. An Internal
Committee (IC) has been duly constituted to address
and redress complaints of sexual harassment. The IC is

operational across all Company's plants and Offices of the
Company, in line with statutory requirements.

The Company continues to conduct regular meetings,
awareness and sensitization programs to promote a safe,
secure, and inclusive workplace environment.

During FY 2025-26, the status of complaint(s) received by
the Internal Committee is as follow:

(a) number of complaints of sexual harassment received
in the year - 1

(b) number of complaints disposed off during the year - 1

(c) number of cases pending for more than ninety days - 0

The Company is committed to upholding the highest
standards of integrity, equality, and fairness. It ensures
that all employees, including women employees, are
treated with dignity and respect. The Company follows
a strict zero-tolerance approach towards any form of
harassment, including sexual harassment.

It remains the Company's constant endeavor to provide a
harassment-free, safe, and secure working environment
for all employees.

39. Maternity Benefit Act, 1961

The Company is fully committed to comply with all applicable provisions of the Maternity Benefit Act, 1961 and other applicable
labour laws and regulations.

In line with statutory requirements, the Company provides eligible female employees with maternity leave, maternity benefits,
nursing breaks, protection from dismissal during maternity, and other applicable facilities and safeguards as prescribed under
the law. The Company also ensures that no woman employee is subjected to discrimination or disadvantage on account of
pregnancy or maternity-related matters.

Necessary records, registers, notices, and documentation are maintained at each of the Company's plants/location as required
under the applicable regulations, and all concerned departments are instructed to ensure timely implementation and continuous
compliance with the provisions of the Maternity Benefit Act, 1961.

Details of Female Staff/ Workmen benefited under Maternity Benefit Act, 1961 is as below:

40. Significant and Material Litigations / Orders

During FY26, there were no significant and material
orders passed by the regulator(s) or court(s) or tribunal(s)
impacting the going concern status and Company's
operations in future.

41. Credit Ratings

During the Financial Year 2025-26, ICRA Limited (ICRA) has
reaffirmed the long term rating of the Company at [ICRA]
AA (pronounced ICRA Double A). The Outlook on the long¬
term rating is Stable.

Additionally, ICRA has also reaffirmed short term rating of
the Company at [ICRA] A1 (pronounced ICRA A one plus)
which is the highest rating for the category.

42. Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

The details related to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as
required under Section 134(3) of the Act read with Rule 8
of the Companies (Accounts) Rules, 2014, is annexed as
Annexure-D which forms part of this Report.

43. Employees Stock Option Plan

Company has one Employee Stock Option Plan 2014 (“RFL
ESOP PLAN-2014”/ “ESOP Plan”). This Plan helps to
attract and retain talented employees in the Company and
boost their morale. The Nomination and Remuneration
Committee administers and monitors the Company's
ESOP Plan.

During the Financial year under review, 8,950 (Eight
Thousand Nine hundred fifty) options were lapsed /
cancelled due to resignation / retirement as per Company's
ESOP Plan. Further, the Company cancelled RFL Phase 2
of ESOP Scheme 2014 due to surrender of ESOPs by the
employees of the Company on voluntary basis.

Pursuant to the provisions of SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, a disclosure
with respect to ESOP Plan of the Company as on March 31,
2026, is available on the website of your Company at the
linkhttps://cdn.shopify.com/s/files/1/0673/0003/2740/
files/RFL ESOP Scheme 2014.pdf?v=1740648620

A certificate from Chandrasekaran Associates, Company
Secretaries, Secretarial Auditor of the Company, with
respect to the implementation of the Company's ESOP
Plan would be made available to the members at the
ensuing AGM. A copy of the same shall also be available for
inspection at the registered office of the Company during
business hours.

The ESOP plan is in terms with the erstwhile regulations
i.e. SEBI (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999. The details as
per the requirements of ESOP Regulations are annexed as
Annexure-E which forms part of this Report.

44. Material Changes and Commitments

There are no material changes and commitments affecting
the financial position of the Company, which have occurred
between the end of the Financial Year ended on March 31,
2026 and as on the date of this Report.

45. Internal Financial Controls

Your Company has put in place adequate Internal Financial
Controls (“IFC”) with reference to the financial statements
commensurate with the size, scale and complexity of
operations.

IFC ensures orderly and efficient conduct of the business,
including adherence to company's policies, safeguarding
of assets, prevention and detection of frauds, errors,
accuracy, completeness of accounting records and timely
preparation of reliable financial information.

IFC framework is independently evaluated by the external
agency apart from periodic evaluation by In-House Internal
Audit function for necessary improvement, wherever
required. Based on the results of such assessments, no
reportable material weakness or significant deficiencies in

the design or operation of Internal Financial Controls was
observed.

Further, the Statutory Auditors of your Company also
reviewed Internal Financial Controls over Financial
Reporting (ICOFR) of the Company as on March 31,
2026, and issued their report, which forms part of the
Independent Auditor's report.

The Audit Committee of the Board of Directors actively
reviews the adequacy and effectiveness of internal control
systems and suggests improvement for strengthening
them. The Company has a strong Management
Information System, which is an integral part of the
control mechanism. The Company continues to strengthen
its risk management and internal control capabilities by
improving its policies and procedures.

The Chief Executive Officers and CFO Certificate included in
the Corporate Governance Report confirm the existence of
effective internal control systems and procedures in your
Company. The Audit Committee reviews the effectiveness
of the IFC framework of the Company.

46. Chief Executive Officers and CFO Certification

The Certificate required under Regulation 17(8) read with
Part B of Schedule II of the Listing Regulations, duly signed
by the Chief Executive Officer(s) and CFO as placed before
the Board is enclosed with the Annual Report.

Declaration by Chief Executive Officer(s) under Regulation
34(3) read with Schedule V of the Listing Regulations in
respect of compliance with the Company's Code of Conduct
is annexed with Corporate Governance Report which forms
part of this Annual Report.

47. Transfer of Unclaimed Shares / Dividend

As per the provisions of Regulation 39(4) read with
Schedule VI of the Listing Regulations, the unclaimed
shares lying in the possession of your Company, are
required to be dematerialized and transferred into a special
demat account held by the Company.

Accordingly, unclaimed shares lying with your Company
have been transferred and dematerialized in an ‘Unclaimed
Suspense Account' of the Company. This account is being
held by the Company purely on behalf of the shareholders
entitled for these equity shares.

The summary of ‘Unclaimed Suspense Account' during the
year is given hereunder:

The voting rights on the equity share(s) in the suspense
account shall remain freeze till the rightful owners of such
equity share(s) claim their equity share(s). Any corporate
benefit in terms of securities accruing from such equity
shares viz. Bonus shares and split etc., shall also be
credited to such demat suspense account or unclaimed
suspense account, as applicable in accordance with
existing provisions.

In compliance with the statutory provisions, during the
Financial Year under review, the Company has deposited/
transferred:

a) unclaimed dividend amounts of H4,77,096/- from the
Final Dividend Account for the FY 2017-18 to IEPF; and

b) 427 number of equity shares pertaining to FY 2017-18
to IEPF Authority.

The details of unpaid and unclaimed amounts lying with the
Company as on August 28, 2025 (date of last AGM) has also
been uploaded on the website of your Company at the link
https://relaxnfnntwear.com/pages/unpaid-dividend-data

The shareholders whose unpaid dividend/ shares are
transferred to the IEPF may request the Company/ Registrar

and Transfer Agent as per the applicable provisions in the
prescribed form, IEPF-5, for claiming the unpaid dividend/
shares from IEPF. The process and online application form
(Form IEPF - 5) as prescribed by the Ministry of Corporate
Affairs for claiming back the shares/ dividends are available
on the website of MCA at www.iepf.gov.in. Mr. Ankit Jain,
Company Secretary & Compliance Officer of the Company
acts as the Nodal Officer as per the provisions of IEPF. The
contact details of the Nodal Officer are available on the
website of your Company at the linkhttps://relaxofootwear.
com/pages/investor-support .

48. Corporate Governance

Your Company is committed to maintaining the highest
standard of Corporate Governance and adhering to the
Corporate Governance requirements set out by SEBI. A
detailed report on Corporate Governance, pursuant to the
requirements of Regulation 34 of the Listing Regulations,
forms part of the Annual Report.

A certificate from M/s Gupta & Dua, Chartered
Accountants, (ICAI Firm Registration No. - 003849N),
Statutory Auditors of the Company, confirming the
compliance of the Corporate Governance, as stipulated
under the Listing Regulations, is attached to the Report of
Corporate Governance as Annexure-F.

49. Details of Non-Compliance with regard to Capital
Market during the last three years

There was no instance of non-compliance related to capital
market during the last three years. No penalty / stricture
was imposed on your Company by the Stock Exchange(s) or
SEBI or any other statutory authority on such matters.

50. The details of application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016 during the year along with it’s status at
the end of the financial year

The Company has neither filed an application during the
year under review nor are any proceedings pending under
the Insolvency and Bankruptcy Code, 2016 as on March 31,
2026.

51. The details of difference between amount of the
valuation done at the time of one-time settlement
and the valuation done while taking loan from
the Banks or Financial Institutions along with the
reasons thereof

There was no instance of one-time settlement with any
Bank or Financial Institution.

52. Acknowledgement

We take this opportunity to thank our employees for their dedicated service and contribution to the Company.

We would like to place on record sincere thanks and appreciation to all our customers, partners, vendors, investors, bankers and
also wish to thank the government authorities and other regulatory bodies for their co-operation, support, encouragement and
assistance extended to the Company during the year.

For and on behalf of the Board of Directors
Ramesh Kumar Dua Mukand Lal Dua

Delhi Chairman & Managing Director Whole Time Director

August 13, 2026 DIN: 00157872 DIN: 00157898