Relaxo Footwears Ltd

Dear Members,

The Board of Directors (“Board”) of your Company has pleasure in presenting 41^st Annual Report on the Company's business and operations together with the Audited Financial Statements for the Financial Year 2024-25:

Incorporated in 1984, Relaxo is the largest footwear manufacturer in India, serving the nation for more than four decades, and is today ranked among the top 500 Most Valuable Companies with its shares listed at National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”).

Relaxo is a Fortune 500 (India) Company, 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 418 Exclusive Brand Outlets (“EBOs”), with availability on all major e-commerce portals as well.

In compliance with the provisions of the Companies Act, 2013 (“Act”) and 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 2024-25. The financial highlights of the Company's operations are as follows:

(Rs. in Crores)

The key highlights of the Company's financial performance during the Financial Year 2024-25 are given below:

• Revenue from operations is H2,789.61 Crores as compared to H2,914.06 Crores in the last Financial Year.

• EBITDA is at H382.00 Crores as compared to H406.59 Crores in last Financial Year.

• Net profit is at H170.33 Crores as compared to H200.47 Crores in the last Financial Year.

FY25 was a year of consolidation for Relaxo. While our top line was impacted by muted demand in the mid-range footwear segment and internal restructuring of our distribution model, there were strategic interventions aimed at setting the business on a stronger, more agile footing.

Despite the challenges of last year, your Company is on track to achieve its long-term goals.

Sales & Marketing

During the fiscal year 2025, your Company executed numerous initiatives that have resulted into notable achievements. A key highlight of the year was the successful deployment of the ‘Relaxo Parivaar' App, a technology-driven retail outreach platform designed to foster direct and seamless communication between the Company and its retail partners. As of FY 2024-25, over 70,000+ retailers have been onboarded onto the app. This platform empowers retailers to conveniently redeem rewards of their choice, significantly improving retailer satisfaction and loyalty.

In addition, the Company expanded its distribution network by on boarding new distributors during the year. This strategic expansion has not only strengthened Relaxo's market presence but also ensured greater product availability and deeper market penetration across key regions.

During the year, the Company supported 25,000+ multi brand retail outlets (MBOs) with in-shop branding and POS materials to increase both brand and product visibility. It ran 360-degree campaigns for Sparx, Flite, and Bahamas to boost brand awareness and consumer preference. The Company revamped its website to offer a seamless mobile- first shopping experience and also, strengthened its social media presence for broader consumer reach. At the Mahakumbh Mela 2025, the Company further enhanced brand presence, demonstrating its commitment to continuous innovation and market leadership.

These initiatives collectively underline the Company's forward-looking approach and its focus on building a robust, tech-enabled ecosystem for sustained growth.

Your Company will continue to undertake constructive initiatives that drive growth and success.

In FY 2024-25, we remained committed to expanding our retail network. During the year, your Company opened 33 new stores bringing the total number of outlets to 418 outlets as on March 31, 2025. We prioritized customer engagement through CRM campaigns, personalized promotions, and social media initiatives, driving up the repeat purchase rate.

During the year, your Company enhanced its payment options and digital invoicing, offering instalment plans and online payment methods, leading to higher customer satisfaction. Our paperless billing initiative saved ~105 trees, supporting eco-friendliness. To better serve our customers, our staff at the retail outlets undergo regular training and to make this process seamless, your Company digitalized Learning & Development with an online LMS platform.

Your Company has reinforced its position as a global footwear leader, with a presence in over 30 countries across six continents. Known for quality, durability, and value, Relaxo continues to strengthen brand equity in existing markets while expanding into new regions, including Latin America (LATAM).

Your Company's commitment to innovation and excellence in international trade has earned it the prestigious No. 1 Exporter Award in the Non-Leather Footwear category from the Council for Leather Exports. This recognition highlights Relaxo's export leadership, customer-centric approach, and sustained growth in the global market.

During the year, your Company undertook several value engineering projects focused on material optimization, packaging improvements and raw material substitutions. These projects were part of the cost efficiency efforts your company undertook and would contribute significantly in the coming quarters. A new Procurement tool was also implemented, thereby enhancing efficiency, transparency, and cost-effectiveness in sourcing.

To flourish in the increasing dynamic and competitive business landscape, product development plays a pivotal role in driving innovation and determining success.

For understanding the latest trends and consumer preferences, it is essential to closely monitor the same to ensure successful product development; which is accomplished through constant market feedback from channel partners and consumers, which enables the launch of the right product at the right time.

There will be a strong emphasis on developing innovative products that stand out in the market through technological advancements, unique features and enhanced consumer's experience.

To boost productivity and product quality, advanced equipment was introduced in production processes like labelling and stitching. Testing capabilities were further upgraded at the Innovation Centre with world-class instruments.

Your Company has taken significant strides towards environmental sustainability and operational efficiency during FY 2024-25. It transitioned canteen operations from LPG to eco-friendly PNG, contributing to lower emissions. For energy conservation, conventional motors were replaced with servo motors and VFDs, while DG sets were upgraded to hybrid mode, allowing dual-fuel use with natural gas and diesel. Diesel forklifts were replaced with battery-operated ones, enhancing both efficiency and environmental impact.

In manufacturing, automation through textile cutting and pattern stitching machines boosted productivity. Additionally, the installation of a Zero Liquid Discharge (ZLD) system at one facility ensures no wastewater discharge, supporting water conservation efforts. To drive continuous cost optimization, your Company has focused on achieving an annual cost reduction across materials, processes, and overheads-aligning sustainability with profitability.

In its pursuit of continuous improvement in customer satisfaction, your Company has obtained various 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 and

Management Service)

These certifications are a testament to your Company's unwavering commitment towards providing top-quality products and services to its customers.

In FY 2024-25, your Company strengthened its digital infrastructure by implementing Microsoft Dynamics 365, enhancing customer experience and transaction ease. Your Company upgraded to ISO 27001:2022 certification, which includes a comprehensive Data Privacy framework, ensuring continued commitment to security and privacy standards.

Additionally, a Disaster Recovery (“DR”) site was established to enhance data security and resilience. Your Company remains committed to quality, innovation, and operational excellence.

Throughout the year, your Company has prioritized enhancing its human resource capabilities through strategic initiatives. To strengthen the managerial talent pipeline, management and graduate trainees were sourced from top-tier business schools and IITs. These recruits underwent an intensive induction program, integral to succession planning and ensuring future talent readiness.

Your Company introduced mandatory app-based training modules, including behavioral and domain- specific trainings, offering flexible learning opportunities accessible anytime, anywhere. Collaborations with esteemed bodies like AIMA and ISB further enhanced these programs. To foster better employee engagement, skip-level interactions across departments were implemented, facilitating open communication and strengthening relationships.

To improve operational efficiencies and enhance the employee experience, a new cloud-based Human Resource Management System was inducted and i s bein g roll ed out in pha ses. You r Com pan y a lso focused on strengthening its functions by inducting senior-level talent, aiming to bolster leadership capabilities and drive organizational goals.

Your Company amplified its presence on social media platforms like LinkedIn to strengthen its employer brand and attract superior talent. This increased visibility has helped the Company to reach a broader audience and position your Company as an employer of choice. Looking ahead, your Company remains dedicated to investing in its human resources, with new initiatives planned to further enhance employee engagement, development, and retention. These efforts will ensure your Company continues to build a robust and agile workforce capable of driving growth and success in the years to come.

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.

In line with the Dividend Distribution Policy of the Company, the Board of Directors in its meeting held on May 9, 2025 has recommended a final dividend @300% equivalent to H3.00/- (Rupees Three only) per equity share of HI/- (Rupee One Only) each for the Financial Year 2024-25 payable to those members whose names appear in the Register of members / list of beneficiaries as on August 21, 2025 i.e. the Record Date. The total final dividend payout will amount to H74.68 Crores (Rupees Seventy-Four Crores and Sixty-Eight 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, 1961, 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 dividend 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.

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

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 H114.53 Crores (Rupees One Hundred Fourteen Crores and Fifty- Three Lac only) is proposed to be retained in the Statement of Profit & Loss of the Company.

Your Company has not invited or accepted any deposits within the meaning of Sections 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 was remaining unpaid/ unclaimed at the end of the year nor there has been any default in repayment of the deposits or payment of interest thereon.

Details of the deposits which are not in compliance with the requirements of Chapter V of the Act: Not Applicable

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.

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.

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

Authorised Share Capital:

The authorized share capital of your Company as on March 31, 2025 stood at H51,00,00,000/- (Rupees Fifty- One Crores Only) divided into 51,00,00,000 (Fifty-One Crores) Equity Shares of H1/- (Rupee One Only) each.

Issued, Subscribed and Paid-up Share Capital:

As on March 31, 2025, 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.

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 had 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 said policy was amended during the year under review by the Board in order to align with the extant applicable regulations, including with alignment with the definition of Senior Management. The detailed Nomination and Remuneration Policy as amended is available on the website of your Company at the link https://cdn.shopify. com/s/files/1/0673/0003/2740/files/Nomination and Remuneration Policy.pdf?v=1741684578

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”).

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 Director, Non-Executive NonIndependent Directors, Independent Directors and Women Directors.

Pursuant to the Section 152(6) of the Act read with the Articles of Association of the Company, Mr. Ramesh Kumar Dua, Chairman & Managing Director (DIN: 00157872), and Mr. Mukand Lal Dua, Whole Time Director (DIN: 00157898), of your Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offered themselves for re-appointment.

The members of the Company in their 40^th AGM held on August 29, 2024 through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) have approved the re-appointment of Mr. Rajeev Rupendra Bhadauria

(DIN: 00376562) as a Non-Executive Independent Director of the Company for a second term of 5 (five) consecutive years with effect from August 23, 2024 up to August 22, 2029 (both days inclusive) and that he shall not be liable to retire by rotation.

Further, the members of the Company through Postal Ballot on June 19, 2024 have approved the appointment of the following directors:

1. Mr. Yogesh Kapur (DIN: 00070038) as Non-Executive Independent Director of the Company; not liable to retire by rotation, to hold office for a period of 5 (five) consecutive years from April 1, 2024 till March 31, 2029 (both days inclusive).

2. Mr. Raj Kumar Jain (DIN: 01741527) as Non-Executive Independent Director of the Company; not liable to retire by rotation, to hold office for a period of 5 (five) consecutive years from April 1, 2024 till March 31, 2029 (both days inclusive).

3. Mr. Sushil Batra (DIN: 09351823) continuing Chief Financial Officer of the Company, as a Whole Time Director designated as Executive Director of the Company for a period of 3 (three) consecutive years from April 1, 2024 till March 31, 2027 (both days inclusive).

4. Ms. Richa Arora (DIN: 07144694) as Non-Executive Women Independent Director of your Company; not liable to retire by rotation, to hold office for a period of 5 (five) consecutive years from May 9, 2024 till May 8, 2029 (both days inclusive).

As on March 31, 2025, 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 & CFO, and Mr. Ankit Jain, Company Secretary & Compliance Officer, are the Key Managerial Personnel (KMP) of your Company.

Other than above appointments, below changes occurred in the Board of Directors of the Company during the year under review:

1. Mr. Rajeev Rupendra Bhadauria re-appointed as NonExecutive Independent Director of the Company; not liable to retire by rotation, to hold office for a second term of 5 (five) consecutive years with effect from August 23, 2024.

2. Ms. Deepa Verma (DIN: 06944281) ceased from the position of Independent Director w.e.f. closure of business hours on September 17, 2024 upon completion of her 2^nd term as an Independent Director of the Company.

Further, no directors / KMPs other than mentioned above were appointed or resigned during the FY25.

Therefore, your Board is maintained with optimum combination of Executive and Non-Executive/Independent Directors. As on March 31, 2025, your Company has 1 (One) Chairman & Managing Director, 4 (Four) Whole Time Directors and 5 (Five) Non-Executive Independent Directors including 1 (One) Woman Independent 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.

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

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.

With regard to Integrity, Expertise and Experience (including the Proficiency) of the Independent Directors appointed/re-appointed during the FY25, 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 selfassessment 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.

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 renowned consultants containing, inter-alia, the criteria for the performance evaluation of the entire Board of the Company, its Committees and individual directors, for FY25.

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.

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 resource, 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

During FY25, the Board of Directors met 5 (five) times on May 9, 2024, July 31, 2024, November 8, 2024, January 31, 2025 and March 26, 2025; 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.

During FY25, 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 of various Board Committees, number of Board & Committee meetings held during FY25 and attendance of the Directors at each meeting is provided in the report on Corporate Governance, which forms part of the Annual Report.

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 FY25, 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 have been laid down to be followed by the Company and that such Internal Financial Controls are adequate and were 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.

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.

The Board has duly examined the Statutory Auditors' Report to the accounts of the Company, which is selfexplanatory. The Auditor's Report for FY25 does not contain any qualification, reservation or adverse remarks. The observation of the Statutory Auditors on the financial statements have been suitably explained in the Notes to Accounts and does not require any further clarification.

During the Financial Year under review, no fraud was reported by the Auditors of the Company under Section 143(12) of the Act.

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, to whom the requirements of maintenance of Cost Records and the requirement of Cost Audit is applicable.

Pursuant to the provisions of Section 138 of the Act, the Company had appointed Mr. Rohit Khaneja as the In-house Internal Auditor. Additionally, SNB India Pvt. Ltd. was appointed as the Internal Auditor for the Financial Year

2024- 25 under a co-sourcing model.

As on the date of this Board Report, the Company has not yet appointed an Internal Auditor for the Financial Year

2025- 26; however, the appointment will be made in due course in accordance with applicable provisions.

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 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Regulation 24A of the Listing Regulations, the appointment of M/s. Chandrasekaran Associates was approved by the Board of Directors and Audit Committee in their respective meetings held on May 09, 2025, subject to the approval of members in forthcoming AGM proposed to be held on August 28, 2025 to conduct the Secretarial Audit of the Company for a period of 5 (five) consecutive years (i.e. from FY 2025-26 to FY 2029-30) from the conclusion of 41^st AGM till the conclusion of 46^th AGM of your Company.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed as Annexure-B which forms part of this report. The Secretarial Audit Report for the Financial Year ended on March 31, 2025 does not contain any qualification, reservation or adverse remarks.

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 as on March 31, 2025 will be available on the website and can be accessed at https://relaxofootwear. com/pages/annual-return

During FY25, the Company has 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 in the ordinary course of the business, on the arm's length basis and were undertaken in compliance with the applicable provisions of the Act and 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 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 Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all the transactions between your Company and Related Parties.

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 ended on March 31, 2025.

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 5 & 4, respectively, of the Financial Statements for the Financial Year ended on March 31, 2025, which forms part of this Annual Report. Your Company has not given any guarantee or provided any security during the year under review.

Your Company has a Risk Management Policy consistent with the provisions of the Act and Listing Regulations. Risk m an agem ent process has been establi shed 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 organisation.

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.

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.

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. During the year under review, the said policy was amended to include the revised composition of the Committee.

The amended Corporate Social Responsibility Policy is available on the website of your Company at the link https://cdn.shopifv.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 FY25; 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 and Projects 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-responsibilitv-policv-1716526796. pdf?v=1725434537

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.

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 complaint 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/1/0673/0 0 03/2740/ files/vigil-mechanism-policy-1725856876.pdf?v=17314 0 6745

In terms of the amended Regulation 34 of the Listing Regulations read with relevant SEBI Circulars, the Business Responsibility and Sustainability Report for FY25, describing the initiatives taken by your Company for environmental, social and governance perspective, forms part of this Annual Report.

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

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

Your Company is an equal employment opportunity employer and is committed to provide a safe and conducive work environment that enables women employees to work without fear of prejudice, gender bias and sexual harassment. The Company always believes in transparency, honesty, equality, antiracism and fairness to all stakeholders including women employees of the Company. They have right to be treated with dignity and as per the Company's framework. Harassment of any kind including sexual harassment is forbidden. The Company has ‘Zero Tolerance' approach towards any act of sexual harassment.

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has framed the policy on Prevention of Sexual Harassment of Women at workplace and matters connected therewith and has also complied with the provisions related to the Constitution of Internal Committee (IC).

An IC is available at all the Plants and Offices of the Company as per the provisions of the law. The IC is responsible for redressal of complaints related to sexual harassment. Your Company also conducts sessions for sensitization / awareness and also organizes the quarterly meetings to create a free and fair working environment. These matters are also being reported to the Audit Committee, if any.

One complaint was received by IC during FY25 during the quarter ended June 30, 2024 which was resolved during the same quarter. It is our constant endeavor to ensure that harassment free, safe and secure working environment is provided to all employees.

During the FY25, 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.

During FY25, ICRA has reaffirmed long term rating of your Company at [ICRA] AA (pronounced as ICRA Double A). The Outlook on the long-term rating was Stable.

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

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.

Presently, your 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, 18,400 (Eighteen Thousand and Four Hundred) options were granted to the employees and 7,26,360 (Seven Lac Twenty-Six Thousand Three Hundred and Sixty) options were cancelled due to resignation / retirement as per Company's ESOP Plan. Further, the Company cancelled RFL Phase 4 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, 2025, 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 M/s. 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.

ESOP Plan of the Company is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The details as per the requirements of ESOP Regulations are annexed as Annexure-E which forms part of this Report.

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, 2025 and as on the date of this Report.

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 ensure 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 (‘ I CO FR') of the Company as on March 31, 2025 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 Managing Director and CFO Certificate included in the Corporate Governance Report confirms 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.

The Certificate required under Regulation 17(8) read with Part B of Schedule II of the Listing Regulations, duly signed

by the Managing Director and CFO as placed before the Board is enclosed with the Annual Report.

Declaration by Managing Director 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.

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, your Company transferred unclaimed dividend amounting to H2,85,309.00/- (Rupees Two Lacs Eighty-Five Thousand Three Hundred and Nine Only) from the Final Dividend for the Financial Year 201617 to the Investor's Education and Protection Fund ("IEPF”). The details of unpaid and unclaimed amounts lying with the Company as on August 29, 2024 (date of last AGM) has also been uploaded on the website of your Company at the link https://relaxofootwear.com/pages/unpaid-dividend-data

Pursuant to the provisions of Section 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, during the FY25, the Company transferred 4,364 (Four Thousand Three Hundred and Sixty Four) equity shares to demat account with IEPF for which dividend was unpaid/ unclaimed for 7 (seven) consecutive years.

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 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 the Company at the link https://relaxofootwear.com/pages/ investor-support

Your Company is committed to maintain the highest standard of Corporate Governance and adhere 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.

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.

a) The Company affirms that the Annual Listing fees for the FY 2025-26 to NSE and BSE is duly paid.

Not Applicable

Not Applicable.

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 cooperation, support, encouragement and assistance extended to the Company during the year.