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Dear Members,
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)
Particulars |
2025-26 |
2024-25 |
| Revenue from Operations |
2,702.16 |
2,789.61 |
| EBITDA |
373.98 |
382.00 |
| Other Income |
46.20 |
26.96 |
| Less: Finance Costs |
21.52 |
20.66 |
| Less: Depreciation and Amortization Expense |
15720 |
158.43 |
Profit before Tax |
241.46 |
229.87 |
| Less: Tax Expense |
62.19 |
59.54 |
Profit after Tax |
179.27 |
170.33 |
| Balance brought forward from Previous year |
114.53 |
93.88 |
| Amount available for Appropriation Appropriation: |
293.80 |
264.21 |
| Final Dividend |
74.68 |
74.68 |
| Transfer to General Reserve |
75.00 |
75.00 |
| Balance carried to Balance Sheet |
144.12 |
114.53 |
| EPS-Basic (in H) |
7.20 |
6.84 |
| EPS-Diluted (in H) |
7.20 |
6.84 |
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 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 link
https://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 link https://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 link https://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
link https:// 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 38th AGM till the conclusion
of 43rd 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 at
https://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 link
https://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 at https://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 at https://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 link
https://cdn.shopify.com/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 at
https://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:
Plants |
Delivery |
Adoption/Surrogacy |
Miscarriage |
Creche Facility |
|
No. of Employees |
Total availed Leaves |
No. of Employees |
Total availed Leaves |
No. of Employees |
Total availed Leaves |
|
| RFL- I & II |
0 |
0 |
0 |
0 |
0 |
0 |
Yes |
| RFL- III |
0 |
0 |
0 |
0 |
0 |
0 |
Yes |
| RFL- IV |
0 |
0 |
0 |
0 |
0 |
0 |
Yes |
| RFL- V |
0 |
0 |
0 |
0 |
0 |
0 |
Yes |
| RFL- VI |
2 |
365 |
0 |
0 |
0 |
0 |
Yes |
| RFL- VII |
0 |
0 |
0 |
0 |
0 |
0 |
Yes |
| RFL- VIII |
13 |
1,428 |
0 |
0 |
0 |
0 |
Yes |
| RFL-IX |
0 |
0 |
0 |
0 |
0 |
0 |
Yes |
Total |
15 |
1,793 |
0 |
0 |
0 |
0 |
|
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 link
https://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:
N. |
Particulars |
No. of Shareholders |
No. of equity shares held |
| 1. |
Aggregate number of shareholders and the outstanding shares lying in the
suspense account as on April 1, 2025 |
31 |
1,00,185 |
| 2. |
Number of shares transferred to the Suspense account during the year |
NIL |
NIL |
| 3. |
Number of shareholders who approached the Company for transfer of shares
from suspense account during the year |
5 |
38,000 |
| 4. |
Number of shareholders to whom shares were transferred from the suspense
account during the year |
5 |
38,000 |
| 5. |
Transfer of shares from the Suspense Account to IEPF Account |
NIL |
NIL |
| 6. |
Aggregate number of shareholders and the outstanding shares lying in the
suspense account as on March 31, 2026 |
26 |
62,185 |
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 link https://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 |
|