2023-24-1722859534

COMMITTED TO PROVIDE
BEST-IN-CLASS FOOTWEAR
A N N U A L R E P O R T 2 0 2 3 - 2 4
RELAXO FOOTWEARS LIMITED

COMMITMENT OF
BEST IN CLASS
When it comes to achieving the best, we don’t rest. We keep
striving ahead and stop at nothing, as we believe that the best
is always yet to come. This unwavering commitment has
established us as India's best-in-class footwear manufacturer.
Our relentless pursuit of excellence spans every aspect of our
operations – from sourcing the finest raw materials and
pioneering innovative designs to expanding our footprint in
new markets. We at Relaxo are dedicated to revolutionizing
the footwear industry by consistently innovating and excelling,
every single day.
CONTENTS
CORPORATE INFORMATION
BOARD OF DIRECTORS
Ramesh Kumar Dua Chairman & Managing Director
Mukand Lal Dua Whole time Director
Nikhil Dua Whole time Director
From MD’s Desk 2
Gaurav Kumaar Dua Whole time Director
Sushil Batra (w.e.f. April 1, 2024) Executive Director & CFO
Deepa Verma Independent Director Financial Highlights 8
Rajeev Rupendra Bhadauria Independent Director
Kuldip Singh Dhingra Independent Director
Board’s Report 9
Yogesh Kapur (w.e.f. April 1, 2024) Independent Director
Raj Kumar Jain (w.e.f. April 1, 2024) Independent Director
Richa Arora (w.e.f. May 9, 2024) Independent Director Corporate Governance Report 41
CHIEF FINANCIAL OFFICER COMPANY SECRETARY

Sushil Batra Ankit Jain
Management Discussion & Analysis 65
AUDITORS SHARE TRANSFER AGENT
Gupta & Dua M/s KFin Technologies Limited
Chartered Accountants Selenium Building Tower-B, Business Responsibility & Sustainability 68
415, Ansal Chambers-II Plot No. 31-32, Report (BRSR)
6, Bhikaji Cama Place Gachibowli Financial District,
New Delhi - 110066 Hyderabad, Telangana - 500 032
BANKERS REGISTERED OFFICE

Independent Auditor’s Report 102
State Bank of India Aggarwal City Square,
HDFC Bank Plot No. 10, Manglam Place,
Kotak Mahindra Bank District Centre, Sector 3, Balance Sheet 110
Yes Bank Rohini, Delhi – 110 085
The Hongkong and Shanghai CIN: L74899DL1984PLC019097
Banking Corporation Ltd.
Statement of Profit and Loss 111
PLANTS
RFL-I & II 326-327, MIE, Bahadurgarh, Haryana
Statement of Cash Flows 112
RFL-III A-1130 & 1130 (A), RIICO Industrial Area,
Phase-III, Bhiwadi, Rajasthan
Notes Forming Part of Financial 116
RFL-IV 30/3/2, Mooja Hasanpur, Tikri Border,
Statements
Bahadurgarh, Haryana
RFL-V 83-92, SIDCUL Industrial Area BHEL,

Haridwar, Uttarakhand
RFL-VI 342-343, Footwear Park, Industrial Estate,

Sector 17, Bahadurgarh, Haryana
RFL-VII 328-329, MIE, Bahadurgarh, Haryana
RFL-VIII 37, Sector 4B, Bahadurgarh, Haryana
RFL-IX Plot No. SP-6 & 7 Kaharani, Bhiwadi Extn.,

Rajasthan
FROM THE
MANAGING
DIRECTOR’S DESK
Dear Stakeholders,
I am pleased to share that despite challenging market conditions and dampened

consumer sentiments, your company has achieved a revenue of `2914 Crores
with a growth of 5%, over the previous year. The company’s EBITDA grew to `407
Crores with a growth of 21% over last year and PAT grew to `200 Crores with a
growth of 30%. In line with our commitment to shareholders, your Board of Direc-
tors has recommended a final dividend of 300%, which translates to `3.00 per fully
paid-up equity share of `1/- each for FY24.
We would also like to highlight that throughout the year, your company
has taken several key initiatives which reflects the commitment towards
improvement and excellence. The successful stabilization of our IT ERP (Enterprise
Resource Planning) system-S4HANA has helped align our manufacturing,
distribution, and retail operations onto a unified platform, thereby enhancing
overall efficiency.
This year, your company has launched The 'Relaxo Parivaar' mobile application,
our retail outreach program that will further improve our connect with retailers.
This tech-driven platform will help our retail partners with timely information
about the company and other benefits.
Quality assurance has remained a top priority for us and we implemented BIS
Quality Control Orders, ensuring that all products are ISI marked. This initiative
has significantly enhanced the company’s credibility and strengthened customer
trust, reinforcing our commitment to delivering high-quality products.
The company's persistent efforts to make distribution channels more robust and
introduce new product lines have resulted in a notable upsurge in export
figures. This unwavering commitment has merited the company the esteemed
'3 Star Export House' status, cementing its dedication towards delivering
high-quality products across international markets.
Your company has also taken multiple initiatives to strengthen the digital
landscape, with a clear focus on leveraging this space to connect with the
2 REL A XO FOOT W E ARS LIMITED

audiences, enhance brand equity, and drive sales performance in FY24. By
embracing the latest digital technologies, your company is well-positioned to
expand its reach beyond geographical boundaries, showcase our latest product
range, and cater to the new generation of consumers. We believe, this
future-looking strategy will contribute to the company's continued success, as
it remains at the forefront of innovation in the industry.
This year, we have also launched our direct selling model on e-commerce
platforms; 'Brand as a Seller (BAS)' which has significantly improved our
connect with the consumers. Furthermore, we have enhanced regional logistics
by utilizing multiple warehouses, ensuring faster and efficient delivery of
our products.
To cater to the ever-changing trends in the consumer buying behaviour, we

have been proactively engaging in various market-sensing exercises and we
have upgraded our technological infrastructure. This will help the company to
address the evolving needs of the market.
Our manufacturing facilities have implemented the 5S methodology for

workforce management aimed at enhancing and sustaining an organized work
environment. We are pleased to announce that all of our facilities have
achieved a commendable 3S standard by QCFI in February 2024, underscoring
our unwavering commitment to operational excellence and continuous
improvement.
Your company has continuously adapted to the changing consumer needs, with
a particular focus on their preferences. By closely monitoring these preferences,
we are well-prepared to capitalize on emerging opportunities and confident that
our efforts will continue to yield positive results.
We are immensely grateful to all our Customers, Business Partners, Board of

Directors, Bankers, Employees, and other Stakeholders for their unwavering
support and belief in our company. We look forward to continuing this journey
together and creating a brighter future ahead.
With Best Regards,
Ramesh Kumar Dua

Chairman & Managing Director
3 Annual Report 2023-24

BEST IN
PERFORMANCE
A journey that has moved upwards and touched many
new milestones successfully year after year. This journey
comprises a series of possibilities, overcoming challenges
and achieving a collective brilliance. And yet, every success
is still part of our learning curve.
• Launched ‘Flite’ and

‘Sparx’ brands
• First COCO store launched
• Commenced Exports
Revenue: ` 235.93 Crores
2005-07
Relaxo Footwears Limited
was incorporated
1984
1976
Launched Relaxo brand
Revenue: ` 0.12 Crore
1995
IPO, to set up a
plant in Haryana
• Acquisition of 30 acres land
Business Transformation Initiatives in Bhiwadi for future expansion
• Signed top-notch celebrities • Manufacturing capacity soared
as brand ambassadors to 10.5 lacs pair per day
• Strengthened distribution Revenue: ` 2,914.06 Crores
and supply chain management
• Launched e-commerce platform 2022-24
• Increased people engagement
• New product development
& portfolio strategy
Revenue: ` 1,480.81 Crores
2012-15
2010
Renewable power
capacity of 6.00MW
2017-18
• Corporate identity revamped
• Merger of ‘RRPL’ and ‘MPPL’
with your Company
Revenue: ` 1,948.57 Crores
BEST IN
BRANDS
Proud to be the largest footwear manufacturer in
India, Relaxo has been helping India strive ahead,
since the last four decades. Today it is ranked among
the top 300 Most Valuable Companies, an
achievement that is no less than an incredible feat.
Our brands offer an array of footwear at compelling

prices for consumers seeking comfort, style and
durability, placing them in a position of reckoning
and winning trust of millions of customers
Think of trust and durability. Think of
worldwide.
Relaxo. With over four decades of
consumer trust across age, gender and
economic class has made Relaxo an
iconic household brand.
When you are confident, when you look

stylish, you can achieve the Bahamas are a colourful and cool
unachievable. Flite, India's leading range of slippers that exude the spirit
footwear brand most popular among of freedom, fun and modernity of
middle class reflects this spirit and youth. With Salman Khan being the
aspiration of today’s youth. A popular brand ambassador, Bahamas has
range of fashionable and semi- formal become a popular brand amongst the
slippers for everyday wear, Flite enables youth looking to make a statement.
people to take on the
day with style and
confidence.
6 REL A XO FOOT W E ARS LIMITED

Sparx is all about attitude, style, taking
on life and coming out as a winner. It
connects with the youth and pushes
them to challenge their inner potential.
Endorsed by Bollywood’s fitness hero
Akshay Kumar, Sparx offers a range of
sports shoes, sandals and slippers.
When it comes to dressing up as a

gentleman, you need to step into
Boston, a brand that offers excellent
craftsmanship and comfort to men
who like to turn heads wherever
they go.
Times are changing. So are the styles.

Stay ahead with the times with Mary
Jane, a range of stylish and comfortable
footwear for the modern woman to put
her best foot forward, with panache’.
Boredom and simple, have no place in

the kids world. KidsFun range of
footwear is exciting, brimming with
colours, full of fun and high on energy
just like the Li’l champs.
When every day can be challenging

and tiring, you need to give comfort to
your feet. Casualz offers foot-hugging,
all-day comfort that make your feet
cruise along.
7 Annual Report 2023-24

FINANCIAL HIGHLIGHTS (H in Crores)
Particulars FY 24 FY 23 FY 22 FY 21 FY 20
No. of Pairs sold (in Crores) 19.49 17.08 17.46 19.07 17.92
Revenue from Operations 2914.06 2782.77 2653.27 2359.15 2410.48
EBITDA 406.59 335.78 415.75 495.49 408.95
Finance Costs 18.69 19.24 15.33 17.08 16.87
Depreciation and Amortisation Expense 147.49 125.10 113.54 110.02 109.42
Tax Expense 68.80 55.54 77.92 99.60 65.46
Net Profit before OCI 200.47 154.47 232.68 291.56 226.25
Equity Share Capital 24.89 24.89 24.89 24.84 24.82
Net Worth 2001.11 1855.05 1760.12 1572.41 1272.40
Net Fixed Assets excluding ROU 1061.52 1043.60 946.91 872.41 836.67
Capital Employed 2043.39 1876.51 1799.97 1595.21 1316.31
Capital Expenditure 231.80 174.35 145.87 101.36 94.77
Revenue Growth (%) 4.72 4.88 12.47 (2.13) 5.17
EBITDA (%) 13.95 12.07 15.67 21.00 16.97
Face Value per Share (in H) 1.00 1.00 1.00 1.00 1.00
EPS - Basic (in H) 8.05 6.21 9.36 11.74 9.12
EPS - Diluted (in H) 8.05 6.21 9.35 11.72 9.10
Dividend(%) 300 250 250 250 125
Book Value per share (in H) 80.39 74.52 70.71 63.29 51.26
ROCE(%) 14.69 12.47 19.20 28.04 24.27
Market Capitalisation (As on March 31) 20345.75 21183.43 26544.23 21773.47 14868.72
Revenue from Operations (C in Crores) EBITDA (C in Crores) Net Profit (C in Crores)
2914.06 495.49 291.56

2782.77
2410.48 2653.27 408.95 415.75 406.59
226.25 232.68
2359.15
335.78 200.47
154.47
FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24
Dividend (%) EPS - Basic (in C) Net Worth (C in Crores)
300 11.74 2001.11

1855.05
250 250 250 1760.12
9.12 9.36 1572.41
8.05
1272.40
6.21
125
FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24
8 REL A XO FOOT WE ARS LIMITED

Board’s Report
Dear Members,
The Board of Directors (“Board”) of your Company has pleasure Relaxo is a Fortune 500 (India) Company, synonymous
in presenting 40th Annual Report on the Company’s business with quality products at affordable prices, manufacturing
and operations together with the Audited Financial Statements slippers, sandals, sports and casual shoes at 9 State of
for the Financial Year 2023-24: the Art manufacturing facilities at Bahadurgarh (Haryana),
Bhiwadi (Rajasthan) and Haridwar (Uttarakhand).
1. Company Overviews
Your Company’s most popular brands – Relaxo, Sparx, Flite
Incorporated in 1984, Relaxo is the largest footwear
& Bahamas are a leader in their space.
manufacturer in India, serving the nation since four
decades, and is today ranked among the top 500 Most Having a pan India distribution footprint, the Company
Valuable Companies with its shares listed at National also operates 405 Exclusive Brand Outlets (EBOs), with
Stock Exchange of India Limited (NSE) and BSE availability on all major e-commerce portals as well.
Limited (BSE). Further, during the year, Relaxo also launched its first
Consumer experience store in Delhi.
2. Financial Highlights
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 2023-24. The financial highlights of the Company’s operations are as follows:
(H in Crores)
Particulars 2023-24 2022-23
Revenue from Operations 2914.06 2782.77
EBITDA 406.59 335.78
Other Income 28.86 18.57
Less: Finance Costs 18.69 19.24
Less: Depreciation and Amortisation Expense 147.49 125.10
Profit before Tax 269.27 210.01
Less: Tax Expense 68.80 55.54
Profit after Tax 200.47 154.47
Balance brought forward from Previous year 80.64 63.40
Amount available for Appropriation 281.11 217.87
Appropriation:
• Final Dividend 62.23 62.23
• Transfer to General Reserve 125.00 75.00
Balance carried to Balance Sheet 93.88 80.64
EPS-Basic (in H) 8.05 6.21
EPS-Diluted (in H) 8.05 6.21
3. Business Performance
a) Financial • EBITDA is at H406.59 Crores as compared to H335.78

The key highlights of the Company’s financial Crores in last Financial Year.
performance during the Financial Year 2023-24 are • Net profit is at H200.47 Crores as compared to H154.47
given below: Crores in the last Financial Year.
• Revenue from operations increased by 4.72% to • Net profit margins is 6.88%.
H2914.06 Crores from H2782.77 Crores in the last • Relaxo’s Exclusive Brand Outlets (EBOs) were 405 as
Financial Year. on March 31, 2024.
9 Annual Repor t 2023-24

In FY24, we observed a modest revenue growth To establish a direct connect with consumers, we
accompanied by improvement in profitability. This have focused on retailing the products at various
was primarily driven by a considerable increase marketplaces alongside our Company’s website.
in sales of open-footwear, demonstrating the Additionally, we have also implemented a loyalty
effectiveness of our strategic measures to regain program through ‘Relaxo Parivaar’ Mobile application,
our market share. Our profit margins were largely establishing direct connect and offering incentives to
boosted by the subdued raw material prices partially retailers.
offset by increased fixed expenses.
Revenue D2914.06 Cr. • Moderate growth despite subdued

Growth 4.72% business sentiments.
EBITDA D406.59 Cr.

Margin 13.95%
• Subdued raw material prices and operational
efficiencies resulted into improved margins.
PAT D200.47 Cr.
Margin 6.88%
b) Non-Financials number of customers, leading to increased sales and

Despite the challenges of last year, your Company is customer satisfaction.
on track to achieve its long-term goals.
Our organization will continue to undertake
Sales & Marketing constructive initiatives that drive growth and success.
During the fiscal year 2024, your Company executed Retail
numerous initiatives that have resulted into notable
During the year, we enhanced our payment options
achievements. Our team has undergone a paradigm
and digital invoicing capabilities. Our continued focus
shift and have spearheaded the implementation of
on a paperless billing experience not only ensured a
DMS 2.0, which has enhanced secondary tracking
safer shopping experience for our customers but also
precision at the distributor level. Additionally, we have
helped us in contributing towards an eco-friendly
implemented innovative hardware management
environment by saving ~ 115 trees.
strategies that have amplified our market presence
and impact. We prioritized customer engagement by introducing
innovative initiatives such as personalized
Also, during the year ‘Relaxo Parivaar’ Mobile
promotions, targeted events and interactive social
application, a tech-driven retail outreach program
media campaigns. Our collaboration with local
has facilitated quick and direct interactions between
influencers and effective use of geo-targeting
the Company and retailers. The application provides
technologies helped us in increasing our brand
real-time updates on new products, pricing, and
visibility and attract more foot traffic to our stores.
other vital information which are important for
retailers. This application enabled us to build strong In FY24, we remained committed to expanding
relationships with our retail partners and enhance our retail network. We have 405 outlets as on
our presence in the market. March 31, 2024.
Also the Company invested in digital marketing Exports

strategies which has assisted the brands to be
Your Company has a presence in 30+ countries across
closer to the targeted consumers. This innovative
six continents. This success attests your ability to
approach has allowed consumers to shop offline and
effectively penetrate diverse markets with products
online simultaneously. Thus, attracting a significant
that are renowned for superior quality, durability and

value. A strong global brand presence is a testament fuel technology and transitioning to PNG for boilers
to our commitment towards excellence and our used across all locations. The Company has also
expansion into new geographies such as LATAM and converted existing DG sets to run in hybrid mode
North Africa is a commendable achievement. using CNG and diesel to reduce pollution and conserve
energy; resulting into cost savings and increased
Furthermore, your Organization’s recent milestone of productivity.
achieving 3 Star Export House status is a noteworthy
accolade that reflects your commitment to delivering To further promote energy conservation and
high-quality products and services. cost rationalization, the Company has replaced
conventional motors with servo motors and installed
Procurement VFDs. The Company has obtained BIS certification
The current market trend indicates a moderate for all of its footwear manufacturing plants and has
demand for raw materials, leading to a balanced actively collaborated with BIS technical committees.
pricing strategy; however, during Q3 of FY24, logistic The Company has also established a state-of-the-art
challenges arose concerning imported materials facility viz. ‘Innovation Centre’ to support research
such as polymers, owing to the Red Sea issue. and development of footwear.
Nevertheless, we proactively managed the situation
by maintaining adequate stock levels to fill the gap In its pursuit of continuous improvement in customer
caused by delayed shipments. satisfaction, the Company has obtained various
certifications,
The implementation of the BIS standard on footwear • ISO 9001:2015 (Quality Management System)
also posed a significant challenge, where your
• ISO 14001:2015 (Environmental Management
Company worked closely with vendors to develop
System)
BIS-compliant materials within the stipulated time
to meet the government’s timelines for certification. • ISO 45001:2018 (Occupational Health and
As we speak, the Company is using all BIS-compliant Safety Management System)
materials and successfully producing ISI-marked • ISO 27001:2013 (Information Security and
footwear. Management Service)
We remain steadfast in our commitment to deliver These certifications are a testament to the Company’s
high-quality products that meet our customers’ unwavering commitment towards providing top-
expectations while adhering to industry standards. quality products and services to its customers.
Product Development Information Technology

To flourish in the increasing dynamic and competitive In the year 2023-24, we stabilized our IT ERP system
business landscape, product development plays a viz. S4HANA, which is widely considered to be the
pivotal role in driving innovation and determining best-in-class technology solution available. This has
success. enabled us to establish a robust digital foundation
and make our organization well-prepared for the
For understanding the latest trends and consumer digital roadmap. As a result, we have been able
preferences, it is essential to closely monitor the to align our manufacturing, distribution and retail
same to ensure successful product development; operations on a single platform, resulting into
which is accomplished through constant market enhanced efficiency.
feedback from channel partners and consumers,
which enables the launch of the right product at the Furthermore, we have implemented an IT security
right time. system to safeguard all our sensitive information. We
closely collaborated with industry experts to develop
There will be a strong emphasis on developing and deploy advanced defensive tools to ensure
innovative products that stand out in the market the data security. This has resulted in enhanced
through technological advancements, unique confidence of our employees, customers and various
features and enhanced consumer’s experience. stakeholders.
Manufacturing and Quality Our digitization efforts have been a resounding

The Company has demonstrated its commitment success and we remain committed at the forefront
towards social responsibility by implementing green of technology to continually improve our business
operations and customer experience.

Human Resource Pursuant to the Finance Act, 2020 read with The Income
Throughout the year, several initiatives were Tax Act, 1961, the dividend paid or distributed by a
implemented to enhance the human resource Company shall be taxable in the hands of the shareholders
capabilities of the Company. The Sales Capability w.e.f. April 1, 2020. Accordingly, in compliance with the
Programme, “Xcelerate” was launched to bolster said provisions, your Company shall make the payment of
the productivity and skill set of the sales force. This dividend after deduction of tax at source at the prescribed
program was designed to cater the development rates. For the prescribed rates of various categories, the
needs of the participants and provide customized shareholders are requested to refer to the Finance Act,
training including app-based modules, classroom 2020 and amendments thereto.
sessions and personalized coaching. Additionally,
6. Dividend Distribution Policy
the front-line sales force was trained to use sales
automation and tracking systems effectively, thereby As per Regulation 43A of the Listing Regulations, top
increasing their efficiency. 1000 listed companies are required to formulate a Dividend
Distribution Policy. Accordingly, your Company had
The Company has invested heavily in the development accordingly formulated the Dividend Distribution Policy,
of its employees across all levels. To strengthen the which sets out the parameters and circumstances to be
managerial talent pipeline, the Company sourced considered by the Board in determining the distribution
management and graduate trainees from top- of dividend to its shareholders and / or retaining profits
tier business schools and IITs. They underwent an earned by the Company.
intensive and structured induction program, which
will help in succession planning process at various The amended Dividend Distribution Policy is available
levels. These initiatives are expected to ensure that on the website of the Company at the link https://
the Company is well-prepared for future in terms of dxkvlfvncvqr8.cloudfront.net/media/file/pdf/download_
talent readiness. file/dividend-distribution-policy-1708068799.pdf
To retain critical talent, the Company offered 7. Transfer to Reserves

Employee Stock Options under the RFL ESOP Plan
We have transferred H125 Crores (Rupees One Hundred and
2014 to the eligible employees. This long-term
Twenty-Five Crores Only) to the general reserve from the
incentive will motivate and encourage employees to
net profits of the Company. An amount of H93.88 Crores
remain with the Company and continue to contribute
(Rupees Ninety-Three Crores and Eighty-Eight Lacs only) is
to its success.
proposed to be retained in the Statement of Profit & Loss
4. Management Discussion and Analysis Report of the Company.
Pursuant to Regulation 34(2)(e) of the Listing Regulations, 8. Public Deposits

a detailed Management Discussion and Analysis Report for
Your Company has not invited or accepted any deposits
the Financial Year under review is presented in a separate
within the meaning of Sections 73 and 74 of the Act read
section, forming part of the Annual Report.
with The Companies (Acceptance of Deposits) Rules, 2014
The state of the affairs of the business along with (including any statutory modification(s) or re-enactment(s)
the financial and operational developments has been thereof for the time being in force), from public during
discussed in detail in the Management Discussion and the year under review. Therefore, no amount of principal
Analysis Report. or interest was outstanding, as on the balance sheet
closure date.
5. Dividend
In line with the Dividend Distribution Policy of the Further, no amount was remaining unpaid / unclaimed
Company, the Board of your Company in its meeting held at the end of the year nor there has been any default in
on May 9, 2024 has recommended a final dividend @300% repayment of the deposits or payment of interest thereon.
equivalent to H3.00/- (Rupees Three only) per equity
Details of the deposits which are not in compliance with
share of H1/- (Rupee One Only) each for the Financial Year
the requirements of Chapter V of the Act : Not Applicable
2023-24 payable to those members whose names appear
in the Register of members / list of beneficiaries as on 9. Compliance with Secretarial Standards
August 22, 2024 i.e. the record date. The total final dividend During the year under review, the Directors state that
payout will amount to H74.68 Crores (Rupees Seventy-Four applicable Secretarial Standards issued by The Institute
Crores and Sixty-Eight Lakhs only). The payment of final of Company Secretaries of India (“ICSI”), i.e., Secretarial
dividend is subject to the approval of members in the Standard-1 (“SS-1”) and Secretarial Standard-2 (“SS-2”),
Company’s ensuing Annual General Meeting (“AGM”).

relating to ‘Meetings of the Board of Directors’ and year under review by the Board in order to align with the
‘General Meetings’, respectively, have been duly complied extant applicable regulations. The detailed Nomination
with by the Company. and Remuneration Policy is available on the website of
the Company at the link https://dxkvlfvncvqr8.cloudfront.
10. Subsidiary/ Joint Venture/ Associate Company net/media/file/pdf/download_file/nomination-and-
Your Company does not have any subsidiary, joint venture remuneration-policy-1708068892.pdf
or associate Company, as at the end of the Financial Year
under review. Further, during the year, no Company became 14. Particulars of Employees
or ceased to be Subsidiary, Joint Venture or Associate The information and disclosure required under Section
Company. 197(12) of the Act read with Rule 5(1), 5(2) and 5(3) of
the Companies (Appointment and Remuneration of
11. Changes in the nature of Business Managerial Personnel) Rules, 2014 (including any Statutory
There was no change in the nature of business of the modification(s) or re-enactment(s) thereof for the time
Company during the Financial Year under review. being in force), in respect of Directors and Employees of
your Company is set out in Annexure-A to this report.
12. Share Capital
Authorised Share Capital: 15. Directors and Key Managerial Personnel
The authorized share capital of your Company as on The Composition of the Board of Directors is in accordance
March 31, 2024 stood at H51,00,00,000 (Rupees Fifty-One with the provisions of Section 149 of the Act and
Crores Only) divided into 51,00,00,000 (Fifty-One Crores) Regulation 17 of the Listing Regulations; with an optimum
Equity Shares of H1/- (Rupee One Only) each. combination of Executive Director, Non-Executive Non-
Independent Directors, Independent Directors and Women
Issued, Subscribed and Paid-up Share Capital: Directors.
As on March 31, 2024, the issued, subscribed and paid-
up share capital of the Company was H24,89,38,586/- Pursuant to the Section 152(6) of the Act read with the
(Rupees Twenty-Four Crores Eighty-Nine Lacs Thirty-Eight Articles of Association of the Company, Mr. Nikhil Dua,
Thousand Five Hundred and Eighty Six Only) consisting Whole Time Director (DIN: 00157919) and Mr. Gaurav
of equity shares of face value of H1.00/- each divided into Kumaar Dua, Whole Time Director (DIN: 09674786) of the
24,89,38,586 (Twenty Four Crores Eighty Nine Lacs Thirty Company will retire by rotation at the ensuing Annual
Eight Thousand Five Hundred and Eighty Six) equity shares General Meeting and being eligible, offered themselves
of H1/- (Rupee One Only) each. for re-appointment. The Board has recommended his re-
appointment to shareholders.
13. Disclosure relating to Remuneration of Directors
The members of the Company in their 39th AGM held on
and Key Managerial Personnel (KMP)
August 24, 2023 through Video Conferencing (“VC”) /
Your Company believes that building a diverse and Other Audio Visual Means (“OAVM”) have approved the
inclusive culture is integral to its success. A diverse Board re-appointment of the following Directors: -
will be able to leverage different skills, qualifications,
professional experiences, perspectives and backgrounds; a) Mr. Ramesh Kumar Dua (DIN - 00157872) as Managing
which is necessary for achieving sustainable and balanced Director of the Company for a further period of 5 (five)
development. The Nomination and Remuneration years with effect from April 1, 2024, liable to retire by
Committee had adopted principles for identification of rotation.
Key Managerial Personnel (KMPs), Senior Management b) Mr. Mukand Lal Dua (DIN - 00157898) as a Whole
Personnel (SMPs), Executive Directors and Non-Executive Time Director of the Company for a further period of
Directors including Independent Directors. Pursuant 5 (five) years with effect from April 1, 2024, liable to
to Section 134(3)(e) and Section 178(3) of the Act, the retire by rotation.
Nomination and Remuneration Policy adopted by the Board
also sets out the criteria for determining Qualifications, c) Mr. Nikhil Dua (DIN – 00157919), as a Whole Time
Positive Attributes and Independence while evaluating Director of the Company for a further period of
a person for appointment / re-appointment as Director 3 (three) years with effect from October 1, 2023 till
or KMP or SMP with no discrimination on the grounds of September 30, 2026, liable to retire by rotation.
gender, race or ethnicity, nationality or country of origin d) Mr. Gaurav Kumaar Dua (DIN - 09674786) as a Whole
and also to determine the framework for remuneration Time Director of the Company for a further period of
of Directors, KMP, Senior Management Personnel and 3 (three) years with effect from October 1, 2023 till
other Employees. The said policy was amended during the September 30, 2026, liable to retire by rotation.

The Board of Directors in its Meeting held on March 29, 2024, Dua (DIN:09674786)- Whole-Time Director, Mr. Sushil
on the recommendation of Nomination and Remuneration Batra (DIN – 09351823) - CFO, and Mr. Ankit Jain, Company
Committee subject to the approval of members through Secretary, are the Key Managerial Personnel (KMP) of your
Postal Ballot have approved the Appointment of the Company.
followings:
During the year under review; below changes occurred in
1. Appointment of Mr. Yogesh Kapur (DIN: 00070038) as the Board of Directors of the Company:
Non-Executive Independent Director of the Company;
not liable to retire by rotation, to hold office for a 1. Mr. Ramesh Kumar Dua (DIN: 00157872), being
period of 5 (five) consecutive years with effect from Managing Director of the Company was designated
April 1, 2024 on such terms and conditions as set out as Chairman of the Company with effect from April 1,
in Explanatory Statement annexed to Postal Ballot 2024.
notice dated May 9, 2024;
2. Mr. Deval Ganguly (DIN: 00152585) resigned from the
2. Appointment of Mr. Raj Kumar Jain (DIN: 01741527) as position of Whole Time Director of the Company w.e.f.
Non-Executive Independent Director of the Company; closure of the business hours on March 31, 2024.
not liable to retire by rotation, to hold office for a
3. Mr. Pankaj Shrimali (DIN: 00013142) and Mr. Vivek
period of 5 (five) consecutive years with effect from
Kumar (DIN: 00206819) ceased from the position of
April 1, 2024 on such terms and conditions as set out
Independent Director w.e.f. closure of business hours
in Explanatory Statement annexed to Postal Ballot
on March 31, 2024 due to completion of 2nd term as
notice dated May 9, 2024;
Independent Director of the Company.
3. Appointment of Mr. Sushil Batra (DIN: 09351823)
Further, no directors / KMPs other than mentioned above
continuing Chief Financial Officer of the Company,
were appointed or resigned during the year.
as a Whole Time Director designated as Executive
Director of the Company for a period of 3 (three) Therefore, your Board is maintained with optimum
consecutive years with effect from April 1, 2024 on combination of Executive and Non-Executive/Independent
such terms and conditions as set out in Explanatory Directors. As on March 31, 2024, the Company has 1 (One)
Statement annexed to the Postal Ballot notice dated Managing Director, 4 (Four) Whole Time Directors and 5
May 9, 2024. (Five) Non-Executive Independent Directors including 1
(One) Woman Independent Director. The composition of
Further, the Board of Directors in its meeting held on
the Board represents an optimal mix of Professionalism,
May 9, 2024 on the recommendation of Nomination and
Knowledge, Experience and Expertise in varied fields
Remuneration Committee of the Company has approved
enabling it to discharge its responsibilities and provide
the Appointment of Ms. Richa Arora (DIN: 07144694)
effective leadership for long term vision with highest
as Non-Executive Women Independent Director of the
standards of the governance.
Company; not liable to retire by rotation, to hold office
for a first term with effect from May 9, 2024 for a period Further, none of the Directors other than Mr. Ramesh Kumar
of 5 (five) consecutive years till May 8, 2029 (both days Dua, Managing Director, Mr. Mukand Lal Dua, Mr. Nikhil Dua
inclusive) on such terms and conditions as set out in and Mr. Gaurav Kumaar Dua, Whole time Directors of the
Explanatory Statement annexed to the Postal Ballot notice Company are related inter-se, in terms of Section 2(77) of
dated May 9, 2024. the Act including Rules framed there under.
A brief resume of the Director(s) proposed to be appointed 16. Declaration by Independent Directors
/ re-appointed, his/her expertise in specific functional The Company has received necessary declarations from
areas, names of companies in which he/she holds all the Independent Directors of the Company confirming
directorship, Committee membership/s / Chairmanship/s that they meet the criteria of Independence as prescribed
and shareholding etc. as stipulated under the Secretarial under Section 149(6) of the Act and Regulation 16(1)
Standard-2 issued by the ICSI and Regulation 36(3) of the (b) of the Listing Regulations. The Company has also
Listing Regulations, are appended as an Annexure to the received from them (Independent Directors), declaration
Notice of the Postal Ballot or the Notice of ensuing AGM. of the compliance of Rule 6 (1) & 6 (2) of the Companies
As on March 31, 2024, Mr. Ramesh Kumar Dua (Appointment and Qualifications of Directors) Rules, 2014,
(DIN - 00157872) - Managing Director, Mr. Mukand Lal Dua regarding online registration with the Indian Institute
(DIN - 00157898) - Whole-Time Director, Mr. Nikhil Dua of Corporate Affairs (“IICA”) at Manesar, for inclusion/
(DIN-00157919) - Whole-Time Director, Mr. Gaurav Kumaar renewal of the name in the data-bank of the Independent

Directors. The Independent Directors have also confirmed The Committees of the Board were assessed on the basis
that they have complied with the Company’s Code for of degree of fulfillment of key responsibilities, adequacy of
Independent Directors prescribed in Schedule IV of the Act. Committee composition and effectiveness of the meetings.
17. Statement regarding opinion of the Board with The performance evaluation of Independent Directors was
regard to Integrity, Expertise and Experience carried out by the entire Board, excluding the Director being
(including the proficiency) of the Independent evaluated. The performance evaluation of the Chairman
Directors appointed during the year of the Board and of the Non-Independent Directors
With regard to Integrity, Expertise and Experience was carried out by the Independent Directors, who also
(including the Proficiency) of the Independent Directors reviewed the performance of the Board as a whole.
appointed/re-appointed during the FY24, the Board
The Board of Directors expressed their satisfaction with
of Directors has taken on record the declarations and
the evaluation process.
confirmations submitted by the Independent Directors
and is of the opinion that all the Independent Directors are 19. Familiarization Programme
individuals of integrity and possess relevant expertise &
In terms of Regulation 25(7) of the Listing Regulations,
experience and their continued association as Directors will
the Company familiarizes its Directors about their role and
be of immense benefit in the best interest of the Company.
responsibilities at the time of their appointment through
With regard to the proficiency of the Independent Directors,
a formal letter of appointment. The format of the letter of
ascertained from the online proficiency self-assessment
appointment / re-appointment is available on our website
test conducted by the Institute (IICA), as notified under
at the link https://www.relaxofootwear.com/terms-
Sub-Section (1) of Section 150 of the Act, the Board of
conditions-of-independent-director
Directors has taken on record, the declarations submitted
by Independent Directors that they are exempt from Sessions are conducted in the meetings of the Board and
appearing in the test. its various Committees on the relevant subjects such as
strategy, Company’s performance, financial performance,
18. Annual Evaluation internal financial controls, risk management, plant’s
In terms of the provisions of Section 178 of the Act read performance, retail, products, finance, human resource,
with Rules issued thereunder and Regulation 19 read capital expenditure, CSR, statutory and regulatory
with Part D of Schedule II of the Listing Regulations, the Compliances etc. All efforts are made to keep the
Board of Directors in consultation with Nomination and Independent Directors aware of major developments
Remuneration Committee, has formulated a framework being taken place in the industry, the Company’s business
recommended by the renowned consultants containing, model and relevant changes in the law governing the
inter-alia, the criteria for the performance evaluation of Company’s business. The details of the programs/sessions
the Entire Board of the Company, its Committees and conducted for familiarization of Independent Directors can
individual directors, for FY24. be accessed on the Company’s website at the link https://
dxkvlfvncvqr8.cloudfront.net/media/file/pdf/download_
During the reporting year, customized questionnaires were
file/familiarisation-report-2023-2024-1722251751.pdf
circulated to all the Board members in order to enhance
the effectiveness of the evaluation process. The Board 20. Number of Meetings of the Board
evaluation process was carried out to ensure that the Board
During FY24, the Board of Directors met 5 (five) times on
and various Committees of the Board have appropriate
May 10, 2023, July 24, 2023, November 1, 2023, January 31,
composition and they have been functioning collectively
2024 and March 29, 2024; the details of which are provided
to achieve the business goals of the Company. Directors
in the Report on Corporate Governance, which forms part
were evaluated on their contribution in Board / Committee
of this Annual Report. The intervening period between any
meetings, guidance & support to the management outside
two consecutive Board meetings was within the maximum
Board / Committee meetings and other parameters as
time gap prescribed under the Act, Regulation 17 of the
specified by the Nomination and Remuneration Committee
Listing Regulations and SS-1 issued by the ICSI.
of the Company.
21. Committees of the Board
The Board’s functioning was evaluated on various
aspects including inter alia degree of fulfillment of key During FY24, the Board had 5 (five) Committees, namely:
responsibilities, Board structure & composition, role & - Audit Committee;
accountability, management oversight, risk management, - Nomination and Remuneration Committee;
culture & communication, frequency and effectiveness - Stakeholders’ Relationship Committee;
of meetings.

- Risk Management Committee; and 24. Auditors’ Report
- CSR & ESG Committee. The Board has duly examined the Statutory Auditors’
Report to the accounts of the Company, which is self-
All the recommendations made by the Committees of the explanatory. The Auditor’s Report for FY24 does not
Board including the Audit Committee were accepted by the contain any qualification, reservation or adverse remarks.
Board. A detailed update on the Board, its composition, The observation of the Statutory Auditors on the financial
detailed charter including terms & reference of various statements have been suitably explained in the Notes to
Board Committees, number of Board & Committee Accounts and does not require any further clarification.
meetings held during FY24 and attendance of the Directors
at each meeting is provided in the report on Corporate 25. Details in respect of Frauds reported by the auditors
Governance, which forms part of the Annual Report. under section 143(12) other than those which are
reportable to the Central Government
22. Director’s Responsibility Statement During the Financial Year under review, no fraud is reported by
Pursuant to Section 134(3)(c) and 134(5) of the Act, the Auditors of the Company under Section 143(12) of the Act.
the Directors to the best of their knowledge and belief,
confirm that:
26. Maintenance of Cost Records and Cost Audit
The Company does not fall under the category prescribed
a) in the preparation of the annual accounts, the under sub-section (1) of Section 148 of the Act and Rules
applicable accounting standards had been followed, 3 and 4 of the Companies (Cost Records and Audit) Rules,
along with the proper explanation relating to material 2014 (as amended from time to time) to whom the
departures; requirements of maintenance of Cost Records and the
b) such accounting policies have been selected and requirement of Cost Audit is applicable.
applied consistently and made judgments and 27. Internal Auditors
estimates that are reasonable and prudent, so as to
Pursuant to the provisions of Section 138 of the Act, the
give a true and fair view of the state of affairs of the
Company has appointed Mr. Rohit Khaneja as In-house
Company at the end of the Financial Year and of the
Internal Auditors of the Company; also SNB India Pvt.
profit of the Company for that period;
Ltd. has been appointed as the Internal Auditors of the
c) proper and sufficient care has been taken for the Company for Financial Year 2024-25 in co-sourcing model.
maintenance of adequate accounting records
in accordance with the provisions of the Act for
28. Secretarial Auditors
safeguarding the assets of the Company and Pursuant to the provisions of Section 204(1) of the Act
for preventing and detecting fraud and other read with Rule 9 of The Companies (Appointment and
irregularities; Remuneration of Managerial Personnel) Rules, 2014
(including any statutory modification(s) or re-enactment(s)
d) the annual accounts have been prepared on a going thereof for the time being in force) and Regulation 24A
concern basis; of the Listing Regulations, the Board had appointed M/s
e) Internal Financial Controls have been laid down to Chandrasekaran Associates to conduct the Secretarial
be followed by the Company and that such Internal Audit of the Company for the Financial Year 2023-24 as
Financial Controls are adequate and were operating recommended by the Audit committee.
effectively; and The Secretarial Audit Report for the Financial Year 2023-24
f) Proper systems have been devised to ensure is annexed as Annexure-B which forms part of this report.
compliance with the provisions of all applicable laws The Secretarial Audit Report for the Financial Year ended
and that such systems were adequate and operating on March 31, 2024 does not contain any qualification,
effectively. reservation or adverse remarks except few e-forms which
have been delayed filed by the Company with the Registrar
23. Statutory Auditors of Companies. The Board of Directors of the Company
In terms of the provisions of Section 139 of the Act read evaluated the facts and advised to file the statutory forms
with provisions of the Companies (Audit and Auditors) in due time.
Rules, 2014 (as amended), M/s Gupta & Dua, Chartered
29. Annual Return
Accountants (ICAI Firm Registration No. –003849N) were
appointed as the Statutory Auditors of the Company for a Pursuant to Section 134 and Section 92(3) of the Act
period of 5 (five) years from the conclusion of 38th AGM till read with Rule 12 (1) of the Companies (Management
the conclusion of 43rd AGM of the Company. and Administration) Rules, 2014, the annual return as on
March 31, 2024 will be available on the website of the Company

at the link https://dxkvlfvncvqr8.cloudfront.net/media/file/ relating to evaluation and mitigating of various risks
pdf/download_file/mgt--7-%E2%80%93-31-1720678228.pdf exposures that potentially impact the Company.
30. Contracts and Arrangements with Related Parties The Board advised by the Risk Management Committee,
During FY24, the Company has entered into various wherever appropriate, regularly reviews the significant
transactions with related parties. All the Contracts / risks and decisions that could have a material impact on
arrangements / transactions entered into by the Company the Company. There are no risks which, in the opinion of the
with its related parties during the Financial Year under review Board, threaten the existence of the Company. However,
were in the ordinary course of the business, on the arm’s some of the risks which may pose challenges are set out
length basis and were undertaken in compliance with the in the Management Discussion and Analysis which forms
applicable provisions of the Act and the Listing Regulations. part of this Report.
During the Financial Year under review, the Company had not As per SEBI Listing Regulations, the Risk Management
entered into any contract / arrangement / transaction with Committee shall meet at least twice in a year. The details
related parties which could be considered material in accordance pertaining to the composition, meetings and terms of
with the Policy of the Company on materiality of Related Party reference of the Risk Management Committee are included
Transactions that would have required Shareholders’ approval in the Report on Corporate Governance which forms part of
under Regulation 23 of the Listing Regulations. the Annual Report.
The updated Policy on materiality of Related Party 33.

Corporate Social Responsibility (CSR) and its
Transactions is available on the website of the Company at Committee
the link https://dxkvlfvncvqr8.cloudfront.net/media/file/ Your Company has firm belief and commitment towards
pdf/download_file/policy-on-materiality-of-related-party- the collective development of all the stakeholders,
transactions-1646633287.pdf especially, people at bottom of the pyramid and consider
it as a pre-requisite for the sustainability of the business.
The Policy intends to ensure that proper reporting, Thus, CSR is not just compliance for the Company, but is an
approval and disclosure processes are in place for all the opportunity to contribute towards nation building through
transactions between the Company and Related Parties. well-defined professional approach.
The particulars of the material related party transactions In compliance with the provisions prescribed under Section
are provided in Form AOC-2 as Annexure-C, which forms 135 of the Act, your Company had constituted a CSR &
part of this Report. Further, disclosures as per Ind-AS 24 ESG Committee of the Board. The Board of Directors
have been made in Note 39 of the financial statements for laid down the CSR Policy, covering the objectives, focus
the year ended on March 31, 2024. areas, governance structure and monitoring & reporting
framework among others. The said policy was amended
31. Details of Loans, Guarantees & Investments
during the year under review by the Board in order to align
In terms of Section 186 of the Act and Rules framed with the extant applicable regulations.
thereunder, details of the Loans given and Investments
made by your Company have been disclosed under Note 4 The amended Corporate Social Responsibility Policy is
of the Financial Statements for the financial year ended on available on the website of the Company at the link https://
March 31, 2024, which forms part of this Annual Report. dxkvlfvncvqr8.cloudfront.net/media/file/pdf/download_
Your Company has not given any guarantee or provided any file/corporate-social-responsibility-policy-1716526796.pdf
security during the year under review.
During the year, the Company has continued its work on
32. Risk Management the long term CSR projects undertaken in FY24; the details
Your Company has a Risk Management Policy consistent of CSR activities are given in Annexure-D to this report.
with the provisions of the Act and Listing Regulations.
The details of the composition of the CSR & ESG Committee,
Risk management process has been established across
CSR policy, CSR initiatives and activities undertaken during
the Company and is designed to identify, assess and frame
the year are given in the Annual Report on CSR activities
a response to threats that may affect the achievement
as required under the Companies (Corporate Social
of its objectives. Further, it is embedded across all the
Responsibility Policy) Rules, 2014 and explained in detail in
major functions and revolves around the objectives of the
Annexure-D to this report.
organisation.
The details pertaining to the composition, meetings
The Board of Directors has constituted its Risk Management
and terms of reference of the CSR & ESG Committee are
Committee to assist the Board in fulfilling its responsibilities

included in the Report on Corporate Governance which 37. Policy on Prevention of Insider Trading
forms part of the Annual Report. In accordance with SEBI (Prohibition of Insider Trading)
As per the requirement under Section 135 of the Act read with Regulations, 2015, the Company has in place following
relevant Rules made thereunder, the composition of the CSR policies/codes which are revised from time to time
Committee & CSR Policy and Projects approved by the Board according to applicable laws or as per need:
are available on the website of the Company at https:// • Code for Prohibition of Insider Trading
dxkvlfvncvqr8.cloudfront.net/media/file/pdf/download_
file/corporate-social-responsibility-policy-1716526796.pdf • Code of Practices and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information (“UPSI”)
34. Composition of Audit Committee
• Policy and procedures for inquiry in case of leak of
In compliance with the provisions of Section 177 of the Act UPSI/ suspected leak of UPSI
and Regulation 18 of the Listing Regulations, the Board
of Directors of the Company had constituted the Audit • Policy on Penalties/Actions against Violation of
Committee. The details pertaining to the composition, Insider Trading Norms
meetings and terms of reference of the Committee are
All compliances related to the Code of Conduct for
included in the Report on Corporate Governance, which
Prohibition of Insider Trading are being managed through a
forms part of the Annual Report.
web-based portal installed by the Company. The Code, inter
35. Vigil Mechanism alia, lays down the procedures to be followed by Designated
Person(s) (DP) while trading/ dealing in Company’s shares
Your Company has established Vigil Mechanism/ Whistle
and sharing UPSI. The Code includes the obligations and
Blower Policy for Directors and employees of the Company
responsibilities of DPs, obligation to maintain the digital
as required under Section 177 (9) of the Act and Regulation
database and mechanism for prohibition of insider trading
22 of the Listing Regulations.
and handling of UPSI.
This Policy has been established with a view to provide a
tool for Directors and Employees of the Company to report The said code is available on the website of the
to the management / Board on the genuine concerns Company at https://dxkvlfvncvqr8.cloudfront.net/
including unethical behavior, actual or suspected fraud media/file/pdf/download_file/policy-on-code-of-
or violation of the Code or the Policy. This Policy outlines insider-trading-1654173168.pdf
the procedures for reporting, handling, investigating
38.
Disclosure Under the Sexual Harassment of
and deciding on the course of action to be taken in case
Women at Workplace (Prevention, Prohibition and
inappropriate conduct is noticed or suspected.
Redressal) Act, 2013 (“SHWWP Act”)
This Policy also provides adequate safeguards against The Company is an equal employment opportunity
victimization of Director(s) / Employee(s) who avail the employer and is committed to provide a safe and
mechanism and also provides direct access to the Chairman conducive work environment that enables women
of the Audit Committee in exceptional cases. The Audit employees to work without fear of prejudice, gender bias
Committee is authorized to oversee the Vigil Mechanism / and sexual harassment. The Company always believes in
Whistle Blower Policy of the Company. transparency, honesty, equality, antiracism and fairness
The Company has not received any complaint during the to all stakeholders including women employees of the
year. Your Company hereby affirms that no person of the Company. They have right to be treated with dignity and
Company has been denied access to the Chairman of the as per the Company’s framework. Harassment of any kind
Audit Committee. including sexual harassment is forbidden. The Company
has ‘Zero Tolerance’ approach towards any act of sexual
The Policy is available on the website of the Company at harassment.
the link https://dxkvlfvncvqr8.cloudfront.net/media/file/pdf/
download_file/vigil---mechanism---policy-1607580776.pdf As required under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
36. Business Responsibility and Sustainability Report 2013, the Company has farmed the policy on Prevention
In terms of the amended Regulation 34 of the Listing of Sexual Harassment of Women at workplace and
Regulations, the Business Responsibility and Sustainability matters connected therewith and has also complied with
Report for FY24, describing the initiatives taken by the the provisions related to the Constitution of Internal
Company for environmental, social and governance Committee (IC).
perspective, forms part of this Annual Report.

An IC is available at all the Plants and Offices of the Company A certificate from M/s. Chandrasekaran Associates,
as per the provisions of the law. The IC is responsible for Company Secretaries, Secretarial Auditor of the Company,
redressal of complaints related to sexual harassment. with respect to the implementation of the Company’s
The Company also conducts sessions for sensitization / ESOP Plan would be made available to the members at the
awareness and also organizes the quarterly meetings to ensuing AGM. A copy of the same shall also be available for
create a free and fair working environment. These matters inspection at the registered office of the Company during
are also being reported to the Audit Committee, if any. business hours.
No complaint was received by IC during FY24. It is our ESOP scheme of the Company is in compliance with
constant endeavor to ensure that we provide harassment SEBI (Share Based Employee Benefits and Sweat Equity)
free, safe and secure working environment to all Regulations, 2021. The details as per the requirements
employees. of ESOP Regulations are annexed as Annexure-F which
39. Significant and Material Litigations / Orders forms part of this Report.
During the Financial Year under review, there were no 43. Material Changes and Commitments
significant and material orders passed by the regulator(s)
There are no material changes and commitments affecting
or court(s) or tribunal(s) impacting the going concern
the financial position of the Company, which have occurred
status and Company’s operations in future.
between the end of the Financial Year ended on March 31,
40. Credit Ratings 2024 and as on the date of this Report.
During FY24, ICRA has reaffirmed long term rating of the 44. Internal Financial Controls
Company at [ICRA] AA (pronounced as ICRA Double A). The
Your Company has put in place adequate Internal Financial
Outlook on the long-term rating was Stable.
Controls (‘IFC’) with reference to the financial statements
Additionally, ICRA has also reaffirmed short term rating commensurate with the size, scale and complexity of
of the Company at [ICRA] A1+ (pronounced as ICRA A one operations.
plus) which is the highest rating for the category.
IFC ensure orderly and efficient conduct of the business,
41. Conservation of Energy, Technology Absorption, including adherence to company’s policies, safeguarding
Foreign Exchange Earnings and Outgo of assets, prevention and detection of frauds, errors,
accuracy, completeness of accounting records and timely
The details related to conservation of energy, technology
preparation of reliable financial information.
absorption, foreign exchange earnings and outgo, as
required under Section 134(3) of the Act read with Rule 8 IFC framework is independently evaluated by the external
of the Companies (Accounts) Rules, 2014, is annexed as agency apart from periodic evaluation by In-House Internal
Annexure-E which forms part of this Report. Audit function for necessary improvement, wherever
required. Based on the results of such assessments, no
42. Employees Stock Option Plan reportable material weakness or significant deficiencies in
Presently, the Company has one Employee Stock Option the design or operation of Internal Financial Controls was
Plan 2014 (“RFL ESOP PLAN-2014”/ “ESOP Plan”). This observed.
Plan helps to attract and retain talented employees in the
Further, the Statutory Auditors of the Company also
Company and boost their morale. The Nomination and
reviewed ICOFR (‘Internal Financial Controls over Financial
Remuneration Committee administers and monitors, the
Reporting’) of the Company as on March 31, 2024 and
Company’s ESOP Plan.
issued their report, which forms part of the Independent
During the Financial Year under review, 53,300 (Fifty-Three Auditor’s report.
Thousand and Three Hundred) options were granted to the The Audit Committee of the Board of Directors actively
employees and 1,18,500 (One Lac Eighteen Thousand and reviews the adequacy and effectiveness of internal control
Five Hundred) options were cancelled due to resignation or systems and suggests improvement for strengthening
retirement as per the Company’s ESOP Plan. them. The Company has a strong Management
Information System, which is an integral part of the
Pursuant to the provisions of SEBI (Share Based Employee
control mechanism. The Company continues to strengthen
Benefits and Sweat Equity) Regulations, 2021, a disclosure
its risk management and internal control capabilities by
with respect to ESOP Plan of the Company as on March 31,
improving its policies and procedures.
2024, is available on the website of the Company at the
link https://dxkvlfvncvqr8.cloudfront.net/media/file/pdf/ The Managing Director and CFO Certificate included in the
download_file/esop-2023-24-1722245562.pdf Corporate Governance Report confirms the existence of

effective internal control systems and procedures in the equity share(s) claim their equity share(s). Any corporate
Company. The Audit Committee reviews the effectiveness benefit in terms of securities accruing from such equity
of the IFC framework of the Company. shares viz. Bonus shares and split etc., shall also be
credited to such demat suspense account or unclaimed
45. Managing Director and CFO Certification suspense account, as applicable in accordance with
The Certificate required under Regulation 17(8) read with existing provisions.
Part B of Schedule II of the Listing Regulations, duly signed
In compliance with the statutory provisions, during the
by the Managing Director and CFO was placed before the
Financial Year under review, the Company transferred
Board is enclosed with the Annual Report.
unclaimed dividend amounting to H1,98,991.20 (Rupees
Declaration by Managing Director under Regulation 34(3) One Lac Ninety-Eight Thousand Nine Hundred Ninety-
read with Schedule V of the Listing Regulations in respect One and Twenty Paisa Only) from the Final Dividend for
of compliance with the Company’s Code of Conduct is the Financial Year 2015-16 to the Investor’s Education and
annexed with Corporate Governance Report which forms Protection Fund (“IEPF”). The Company has also uploaded
part of this Annual Report. the details of unpaid and unclaimed amounts lying with the
Company as on August 24, 2023 (date of last AGM) on the
46. Transfer of Unclaimed Shares / Dividend website of the Company at the link https://dxkvlfvncvqr8.
As per the provisions of Regulation 39(4) read with cloudfront.net/media/file/pdf/download_file/relaxo_
Schedule VI of the Listing Regulations, the unclaimed iepf_2_validated_file_31032023-1703572281.pdf
shares lying in the possession of the Company, are required Pursuant to the provisions of Section 124 and 125 of the
to be dematerialized and transferred into a special demat Act read with the Investor Education and Protection
account held by the Company. Fund Authority (Accounting, Audit, Transfer and Refund)
Accordingly, unclaimed shares lying with the Company Rules, 2016, as amended, during the FY24, the Company
have been transferred and dematerialized in an ‘Unclaimed transferred 12,227 (Twelve Thousand Two Hundred and
Suspense Account’ of the Company. This account is being Twenty-Seven) equity shares to demat account with IEPF
held by the Company purely on behalf of the shareholders for which dividend was unpaid / unclaimed for 7 (seven)
entitled for these equity shares. consecutive years.
The summary of ‘Unclaimed Suspense Account’ during the The shareholders whose unpaid dividend / shares are
year is given hereunder: transferred to the IEPF may request the Company /
S. No. of No. of equity Registrar and Transfer Agent as per the applicable
Particulars
N. Shareholders shares held provisions in the prescribed form, IEPF-5, for claiming
1. Aggregate number of 29 72,195 the unpaid dividend / shares from IEPF. The process and
shareholders and the
online application form (Form IEPF – 5) as prescribed by
outstanding shares lying
in the suspense account the Ministry for claiming back the shares/ dividends are
as on April 1, 2023 available on the website of MCA at www.iepf.gov.in. Mr.
2. Number of shares - - Ankit Jain, Company Secretary & Compliance Officer of the
transferred to the Company acts as the Nodal Officer as per the provisions of
Suspense account IEPF. The contact details of the Nodal Officer are available
during the year
on the website of the Company at the link https://www.
3. Number of shareholders - -
relaxofootwear.com/investor-support
who approached the
Company for shares and
to whom shares were 47. Corporate Governance
transferred from the The Company is committed to maintain the highest
suspense account during
standard of Corporate Governance and adhere to the
the year
Corporate Governance requirements set out by SEBI. A
4. Transfer of shares from 2 4,010
the Suspense account detailed report on Corporate Governance, pursuant to the
to IEPF Account requirements of Regulation 34 of the Listing Regulations,
5. Aggregate number of 27 68,185 forms part of the Annual Report.
shareholders and the
outstanding shares lying A certificate from M/s Gupta & Dua, Chartered
in the suspense account Accountants, (ICAI Firm Registration No. –003849N),
as on March 31, 2024 Statutory Auditors of the Company, confirming the
The voting rights on the equity share(s) in the suspense compliance of the Corporate Governance, as stipulated
account shall remain freeze till the rightful owners of such under the Listing Regulations, is attached to the Report of
Corporate Governance as Annexure-G.

48. Details of Non-Compliance with regard to Capital 50. The details of application made or any proceeding
Market During the Last Three Years pending under the Insolvency and Bankruptcy
There was no instance of non-compliance related to capital Code, 2016 (31 of 2016) during the year along with
market during the last three years. No penalty / stricture it’s status at the end of the financial year
was imposed on the Company by the Stock Exchange(s) or Not Applicable
SEBI or any other statutory authority on such matters.
51. The details of difference between amount of the
49. Other Disclosures valuation done at the time of one-time settlement
a) The Company affirms that the Annual Listing fees and the valuation done while taking loan from
for the Financial Year 2024-25 to National Stock the Banks or Financial Institutions along with the
Exchange of India Ltd. and BSE Ltd. is duly paid. reasons thereof
Not Applicable.
b) The Board of Directors in its Meeting held on May 9,
2024, had sought the approval of members through 52. Acknowledgement
Postal Ballot for:
We take this opportunity to thank our employees for their
S. dedicated service and contribution to the Company.
Particulars
N.
1. Adoption of amended Memorandum of Association We would like to place on record, sincere thanks and
of the Company appreciation to all our customers, partners, vendors,
2. Adoption of new set of Articles of Association of investors, bankers and also wish to thank the government
the Company authorities and other regulatory bodies for their co-
3. Appointment of Mr. Yogesh Kapur (DIN: 00070038) operation, support, encouragement and assistance
as an Independent Director of the Company extended to the Company during the year.
4. Appointment of Mr. Raj Kumar Jain (DIN: 01741527)
as an Independent Director of the Company
5. Appointment of Mr. Sushil Batra (DIN: 09351823) For and on behalf of the Board of Directors
Continuing Chief Financial Officer, as an Executive
Director of the Company Ramesh Kumar Dua Mukand Lal Dua
6. Appointment of Ms. Richa Arora (DIN: 07144694) Delhi Chairman & Managing Director Whole Time Director
as an Independent Director of the Company May 9, 2024 DIN: 00157872 DIN: 00157898

Annexure ‘A’
Information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of 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).
A. Ratio of remuneration of each Director to the median Name Designation % Increase

remuneration of all the employees of your Company for / Decrease
the Financial Year 2023-24 is as follows: Ms. Deepa Verma Independent Director -1.67
Name of Director DIN Ratio of Remuneration Mr. Rajeev Rupendra 3.45
of Director to the Bhadauria
Median Remuneration Mr. Kuldip Singh Dhingra 50.00
Mr. Ramesh Kumar Dua 00157872 677.90 Mr. Pankaj Shrimali** 1.39
Mr. Mukand Lal Dua 00157898 677.90 Mr. Vivek Kumar** _
Mr. Nikhil Dua 00157919 74.08 Mr. Sushil Batra# Chief Financial Officer 6.55
Mr. Gaurav Kumaar Dua 09674786 74.08 Mr. Ankit Jain## Company Secretary _
Mr. Deval Ganguly* 00152585 91.13
* Mr. Deval Ganguly, Whole Time Director of the
Ms. Deepa Verma 06944281 3.14 Company, has resigned from the Office of Director
Mr. Rajeev Rupendra 00376562 3.20 effective from closure of business hours of March
Bhadauria 31, 2024.
Mr. Kuldip Singh Dhingra 00048406 2.40
** Mr. Pankaj Shrimali and Mr. Vivek Kumar have
Mr. Pankaj Shrimali** 00013142 3.89 completed their consecutive 2nd term as Non-
Mr. Vivek Kumar** 00206819 3.70 Executive Independent Directors and ceased to be the
*
Mr. Deval Ganguly, Whole Time Director of the Directors of the Company effective from closure of
Company, has resigned from the Office of Director business hours of March 31, 2024.
effective from closure of business hours of March 31, #
Mr. Sushil Batra, Chief Financial Officer, was also
2024. appointed as Additional Director under the Category
**
Mr. Pankaj Shrimali and Mr. Vivek Kumar have of Executive Director & Chief Financial Officer of the
completed their consecutive 2nd term as Non- Company for a period of 3 years effective from April
Executive Independent Directors and ceased to be the 1, 2024 to March 31, 2027 subject to the approval
Directors of the Company effective from closure of of shareholders of the Company within a period of
business hours of March 31, 2024. 3 months from the date of appointment.
1. The aforesaid details are calculated on the basis of
##
No revision is done to the remuneration of Mr. Ankit
remuneration for the Financial Year 2023-24. Jain during the Financial year ending on March 31,
2. The remuneration includes commission and sitting fee 2024 as he was appointed as Company Secretary of
paid to the Directors for attending Board & Committee the Company w.e.f. February 4, 2023, therefore %
meetings. Increase/Decrease is not applicable to him during
the year.
3. Median Remuneration for all employees is H1,87,692/-
for the Financial Year 2023-24. Note:
 The remuneration to Directors is within the overall
B. Details of percentage increase in the remuneration of
limit approved by the shareholders. During the current
each Director, Chief Financial Officer, Chief Executive
Financial Year commission to the tune of H2.50
Officer, Company Secretary or Manager in the Financial
Lacs was paid to each Independent Director(s) after
Year 2023-24 as compared to last financial year are as
approval of financial statements by the shareholders.
follows: -
 Median is calculated on the basis of actual
Name Designation % Increase remuneration paid.
/ Decrease
Mr. Ramesh Kumar Dua Managing Director 31.17 C. Percentage increase in the median remuneration of all
Mr. Mukand Lal Dua Whole Time Director 31.17 employees in Financial Year 2023-24 :
Mr. Nikhil Dua 5.53 There is increase of 3.94% in median remuneration of all
Mr. Gaurav Kumaar Dua 5.53 employees in Financial Year 2023-24.
Mr. Deval Ganguly* 27.12

D. Number of Permanent Employees on the rolls of the shall be evaluated as per Income Tax Act, 1961 and rule
Company as on March 31, 2024: made thereunder, as applicable and in absence of any such
Particulars No. of Employees
provisions/ rules, perquisite shall be evaluated at actual
cost to the Company:
Staff 2,565
Sub Staff 5,143 a) Contribution to Retirement funds, Superannuation
Total 7,708 fund or Annuity Fund to the extent these either singly
or put together are not taxable under the Income Tax
E. Comparison of average percentile increase made in the Act, 1961;
salaries of employees other than Managerial Personnel
b) Gratuity payable at a rate not exceeding half month’s
and percentile increase in the Managerial Remuneration
salary for each completed year of service;
and justification thereof and point out if there is any
exceptional circumstances for increase in the managerial c) Encashment of leave as per Rules of the Company; &
remuneration d) Perquisites include use of Company’s Car with
The aggregate remuneration of employees excluding Key driver, Medical Insurance, Group Personal Accidental
Managerial Personnel (“KMPs”) grew by 10.47% over the coverage, Group Term Life Insurance and all other
previous year. The aggregate increase in salary for Whole benefits as may be applicable to all employees of the
Time Directors and other KMP’s was 26.48% in FY24 Company from time to time and reimbursement of
over FY23. This was based on the recommendation of entertainment and all other expenses incurred by the
Nomination and Remuneration Committee of the Company, directors for business of Company as per the Company
therefore there was no exceptional circumstances for Rules.
increase in the managerial remuneration.
G. Affirmation
F.
The key parameters for any variable component of Pursuant to Rule 5(1)(xii) of the Companies (Appointment
remuneration availed by the directors and Remuneration of Managerial Personnel) Rules, 2014, it
In addition to the remuneration as detailed herein above is affirmed that the remuneration paid to the Directors, Key
the Whole Time Director / Executive Directors are also Managerial Personnel and senior management is as per the
eligible for the following perquisites, treatment of which Remuneration Policy of your Company.
H. Statement Containing the particulars of the employees in accordance with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014:
i. Top 10 Employees of the Company (in terms of remuneration drawn):
S. Employee Designa- Date of Age Remuneration Nature of Quali- Expe- Last Percentage Relative
N. Name tion joining (Years) (D in Lacs) Employment fication rience Employment of equity of
(Years) shares held Director/
Manager
1 Mukand Whole 13-Sep-84 75 1272.37 Permanent B.Sc. 51 Relaxo 20.39% Related
Lal Dua Time Rubber Pvt. to MD
Director Ltd.
2 Ramesh Chairman & 13-Sep-84 70 1272.37 Permanent B.Com., 48 Relaxo 23.47% Related
Kumar Managing Licen- Rubber Pvt. to
Dua Director tiate Ltd. Director
of LPRI
London
3 Deval Whole 05-Nov-12 65 171.04 Permanent B. Tech. 43 JK Tyre & - NA
Ganguly Time Industries
Director Ltd.
4 Sushil Executive 30-Jul-07 59 164.72 Permanent B.Com., 33 A2Z Infra 0.03% NA
Batra Director FCA Engg. Ltd.
& Chief
Financial
Officer
5 Hans Raj Senior Vice 16-Oct-93 75 147.42 Permanent BE, Dip. 51 India 0.03% NA
Sapra President Mech. Meterological
(Material) Engg. Dept.

Manager
6 Nikhil Whole 01-Oct-08 49 139.04 Permanent B.Com., 28 Marvel 3.71% Related
Dua Time Course Polymers to
Director in Shoe Pvt. Ltd. Director
Making
(Czech
Republic)
7 Gaurav Whole 01-Apr-01 44 139.04 Permanent B.Com., 23 Relaxo 3.75% Related
Kumaar Time MBA Footwears to MD
Dua Director Ltd.
8 Ritesh Executive 01-Jun-00 47 139.04 Permanent B.Com., 24 Relaxo 3.75% Related
Dua Vice PGDBM Footwears to
President Ltd. Director
(Finance)
9 Nitin Dua Executive 01-Apr-04 43 139.04 Permanent B.Com., 20 Relaxo 3.75% Related
Vice PGDBM Footwears to
(Retail)
10 Rahul Executive 01-Jul-10 36 133.04 Permanent B. Com. 14 Relaxo 3.75% Related
Dua Vice Footwears to MD
President Ltd
(Manu-
facturing)
ii. List of employees who are on the rolls of the Company and were employed throughout the Financial Year 2023-24 and were
paid remuneration, not less than H102 lacs per annum and employees who have worked for the part of the year and were paid
remuneration during the Financial Year 2023-24 at a rate which in aggregate was not less than H8.50 lacs per month:
Manager
1 Deepak Vice 16-Oct-95 58 116.39 Permanent B. TECH, 34 East coast 0.00% NA
Kumar President, Diploma contracting
Bagga Project Civil Co.
Engg.,
DIP.
RUBBER
TECH.
2 Deval Whole 05-Nov-12 65 171.04 Permanent B. Tech. 43 JK Tyre & - NA
Ganguly* Time Industries
Director Ltd.
3 Gaurav Whole 01-Apr-01 44 139.04 Permanent B.Com., 23 Relaxo 3.75% Related
Kumaar Time MBA Footwears to MD
Dua Director Ltd.
4 Hans Raj Senior Vice 16-Oct-93 75 147.42 Permanent BE, Dip. 51 India 0.03% NA
Sapra President Mech. Meterological
(Material) Engg. Dept.
5 Jagbir VP -Manu- 04- Apr-22 60 104.08 Permanent B.SC, 34 Lakhani 0.00% NA
Singh facturing M.Sc. Footwear P.
Ltd
6 Mukand Whole 13-Sep-84 75 1272.37 Permanent B.Sc. 51 Relaxo 20.39% Related
Lal Dua# Time Rubber Pvt. to MD
Director Ltd.

Manager
7 Nikhil Whole 01-Oct-08 49 139.04 Permanent B.Com., 28 Marvel 3.71% Related
Dua Time Course Polymers to
Director in Shoe Pvt. Ltd. Director
Making
(Czech
Republic)
8 Nitin Dua Executive 01-Apr-04 43 139.04 Permanent B.Com., 20 Relaxo 3.75% Related
Vice PGDBM Footwears to
(Retail)
9 Rahul Execu- 01-Jul-10 36 133.04 Permanent B. Com. 14 Relaxo 3.75% Related
Dua tive Vice Footwears to MD
President Ltd
(Manufac-
turing)
10 Ramesh Chairman & 13-Sep-84 70 1272.37 Permanent B.Com., 48 Relaxo 23.47% Related
Kumar Managing Licen- Rubber Pvt. to
Dua# Director tiate Ltd. Director
of LPRI
London
11 Ritesh Execu- 01-Jun-00 47 139.04 Permanent B.Com., 24 Relaxo 3.75% Related
Dua tive Vice PGDBM Footwears to
(Finance)
12 Sushil Executive 30-Jul-07 59 164.72 Permanent B.Com., 33 A2Z Infra 0.03% NA
Batra Director & FCA Engg. Ltd.
Chief Finan-
cial Officer
13 Verinder Senior Vice 16- Jan-95 61 106.33 Permanent PGDM 42 Relaxo 0.01% NA
Kumar President, Rubber Pvt.
Manufac- Ltd
turing
14 Vikas VP Sales, 08-May- 56 112.66 Permanent B.Com. 30 Aqualite 0.00% NA
Dogra Sales 23 Industries
Note:
#
Mr. Ramesh Kumar Dua and Mr. Mukand Lal Dua are Promoter Directors of the Company and are also related to each other.
Mr. Mukand Lal Dua is also related to Mr. Nikhil Dua, Promoter Director of the Company. Mr. Ramesh Kumar Dua is also related
to Mr. Gaurav Kumaar Dua, Promoter Director of the Company.
* Remuneration paid to Mr. Deval Ganguly includes Gratuity and other perquisites as on March 31, 2024.
iii. List of employees who were employed throughout the Financial Year 2023-24 or part thereof, and was in receipt of remuneration
in Financial Year 2023-24, which, in the aggregate, or as the case may be, is at a rate which, in the aggregate, is in excess of that
drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent
children, not less than two percent of the equity shares of the company. - Nil
For and on behalf of the Board of Directors
Ramesh Kumar Dua Mukand Lal Dua

Chairman & Managing Director Whole Time Director
Delhi, May 9, 2024 DIN: 00157872 DIN: 00157898

Annexure ‘B’
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024
To,
The Members
Aggarwal City Square, Plot No.-10,
Manglam Place, District Centre, Sector-3,
Rohini, Delhi - 110085
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate
governance practices by Relaxo Footwears Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner
that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the
Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct
of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended
on March 31, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.
We have examined the books, papers, minute books, forms and returns filed, and other records maintained by the Company for the
financial year ended on March 31, 2024 (“period under review”) according to the provisions of:
(i) The Companies Act, 2013 (“the Act”) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder to the extent of Regulation 76 of SEBI
(Depositories and Participants) Regulations, 2018;
(iv) The Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings; Not Applicable during the period under review.
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to the
extent applicable;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations);
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;
(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;
Not Applicable during the period under review.
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding
the Companies Act and dealing with client to the extent of securities issued;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; Not Applicable during the
period under review;
(h) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; Not Applicable during the period
under review.
(vi) The other laws, as informed and certified by the Management of the Company which are specifically applicable to the Company
based on the Sectors/ Industry are:
(a) The Rubber Act,1947

We have also examined compliance with the applicable clauses/Regulations of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.
(ii) The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above, except few e-forms have been delayed filed by the Company with the Registrar of Companies.
We further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive, Non-Executive Directors and Independent
Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in
compliance with the provisions of the Act.
Adequate notice is given to all Directors to schedule the Board Meetings. Agenda and detailed notes on agenda were sent at
least seven days in advance except in cases where meetings were convened at a shorter notice, and a system exists for seeking
and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at
the meeting.
All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of
the Board of Directors or Committee of the Board, as the case may be.
We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the
Company to monitor and ensure compliance with applicable laws, rules, regulations, and guidelines.
We further report that during the audit period no major events have happened, which are deemed to have major bearing on the
Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.
For Chandrasekaran Associates

Company Secretaries
FRN: P1988DE002500
Peer Review Certificate No.: 4186/2023
Shashikant Tiwari
Partner
Membership No. F11919
Date : May 9, 2024 Certificate of Practice No. 13050
Place : Delhi UDIN: F011919F000329335
Note :
i. This report is to be read with our letter of even date which is annexed as Annexure-A and forms an integral part of this report.

Annexure ‘A’
To,
The Members
Aggarwal City Square, Plot No.-10,
Manglam Place, District Centre, Sector-3,
Rohini, Delhi - 110085
Our Report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an
opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are
reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our
opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and
happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
management. Our examination was limited to the verification of procedures on random test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the Company.
For Chandrasekaran Associates

Company Secretaries
FRN: P1988DE002500
Peer Review Certificate No.: 4186/2023
Shashikant Tiwari
Partner
Membership No. F11919
Place : Delhi Certificate of Practice No. 13050
Date : May 9, 2024 UDIN: F011919F000329335

Annexure ‘C’
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in
sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm’s length basis during Financial Year 2023-24:
(a) Name(s) of the related party and nature of relationship
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts/arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions including the value, if any
(e) Justification for entering into such contracts or arrangements or transactions Not Applicable
(f) Date(s) of approval by the Board
(g) Amount paid as advances, if any
(h) Date on which the special resolution was passed in general meeting as required under first proviso to
Section 188
2. Details of material contracts or arrangements or transactions at arm’s length basis during Financial Year 2023-24:
(a) Name(s) of the related party and nature of relationship
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts / arrangements/transactions
Not Applicable
(d) Salient terms of the contracts or arrangements or transactions including the value, if any
(e) Date(s) of approval by the Board, if any
(f) Amount paid as advances, if any

Delhi, May 9, 2024 DIN: 00157872 DIN: 00157898

Annexure ‘D’
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FOR THE FINANCIAL YEAR 2023 - 24
(Pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014)
1. A brief outline of the Company’s CSR Policy, including Project Goal: To develop a supportive equitable
an overview of projects/ programs proposed to be model for all children, especially girls in
undertaken and a reference to the web-link to the CSR government schools, by improving the quality
Policy and projects/programs. and accessibility of education leading to
CSR is a constructive way to work with a variety of overall development of the individual and the
stakeholders to undertake community development community.
projects that have an impact, rather than just a legal
Project Objectives:
requirement. Your Company’s promoters have supported
society through its initiatives even before corporate social • To renovate/repair/build the school
responsibility (CSR) began, and they have done so through infrastructure facilities in-line with BaLA
partnering with non-governmental organizations. All (Building as a Learning Aid) concept,
across the Company, this culture is ingrained. for making school an interesting and
attractive place for children.
In accordance of Schedule VII of the Companies Act,
2013, your Company has chosen to impact the lives of • To facilitate the teachers in improving
beneficiaries in the long term through well curated CSR classroom transactions by following
projects over “Education & Skill Development”, “Health & techniques of positive discipline, joyful
Hygiene” and “Environment Conservation”. learning etc.
The CSR Policy of your Company was updated to that • To develop the overall personality of
extent incorporating all changes in the CSR provisions, in students through Life Skills, Health &
the Board Meeting held on May 9, 2024 and is available at Hygiene, Sports, Co-curricular activities
following link: etc.
https://dxkvlfvncvqr8.cloudfront.net/media/file/
• To build capacity of SMC Members for their
pdf/download_file/corporate-social-responsibility-
active involvement in the management of
policy-1716526796.pdf
target schools.
The 8 CSR projects covering the 3 states viz. Delhi,
• To sensitize parents over the child’s
Rajasthan and Uttarakhand, are positively impacting the
education, health, nutrition etc.
lives of approx. 3.40 lacs people directly or indirectly.
• To improve school governance and
Key initiatives under each thematic area are mentioned
education status in target areas
below: -
through a participatory approach with
A. Education & Skill development all stakeholders including teachers,
government department officials,
I. “Parivartan” Model School Project-
students, school management
Parivartan Model School Project is a flagship committees, parents and community as
initiative of your Company which primarily well.
focuses over to provide equal learning
opportunities to all students living in the remote During the year your Company, in co-ordination
areas. This project has two major indicators; with Samagra Shiksha Abhiyan, Uttarakhand,
i.e. to build / renovate the current school has added 27 schools of Laksar Block, Haridwar
infrastructure and to enhance the capacity Uttarakhand under the Phase IV of this project
/ developing the skills of the stakeholders in the year of 2023-24.
like Teacher, Student, School Management
Committee (SMC) Member, Parent as well Through this project your Company is directly
as Community, with the following Goal and impacting the lives of approx. 9,367 students
Objectives; studying in 104 Schools (77 GPS, 22 GUPS & 5

GHSS) of Khanpur and Laksar Blocks- District Haridwar, Uttarakhand. Detail of all phases is given herein below:
Phase Time Brief details Total project cost
period (D in Lacs)
Phase- I 2018-2023 Undertaken 13 [12 Govt. Primary School (GPS) and 1 Govt. Through implementing agency
Upper Primary School (GUPS)] Schools in Khanpur block. “Relaxo Foundation”
Phase- II 2021-2024 Undertaken 32 GPS in Khanpur block. 542.71
Phase- III 2022-2025 Undertaken 32 [13 GUPS & 3 Govt. Higher Secondary School 644.48
(GHSS)]- Khanpur and (14 GPS & 2 GUPS) at Laksar Block.
Phase- IV 2023-2026 Undertaken 27 (19 GPS, 6 GUPS & 2 GHSS)- of Laksar Block. 455.50
In the reporting period, your Company has B. Health & Hygiene

completed infrastructure development works I. Comprehensive Health Project- Mobile Health
in 20 Schools of Phase II & III. Out of total 104 Unit
schools, 62 schools have been renovated under
A mobile health unit project is being
Parivartan Project till now.
implemented in 11 villages around Bhiwadi,
The initiatives undertaken by your Company are District Khairthal in Rajasthan, to provide
surely developing better infrastructure, helping primary health care services at the doorstep
teachers, SMC’s, students, parents to have an of villagers, is equipped with qualified
enabling environment, and thus supporting the professionals like MBBS Doctor, Pharmacist,
Government School Education Department. It is ANM, Lab Technician, and Community
noteworthy to mention that this project is also Mobilizer, with the basic testing kits and
engaging the community for addressing issues equipment.
and leveraging their support for the betterment
Progress under this project is as follows;
of government education system in these
villages. No. of No. of No. of No. of No. of
camps OPD’s Tests ANC/PNC Awareness
II. Remedial Education Program check-ups sessions
529 18,751 1,519 185 250
Through this project the support has been
provided to 151 students (62 boys & 89 girls)
II. Project ‘NAYAN’ Giving Sight to the Under-
studying in class X & XI of Government schools
privileged
at Bawana slums. Remedial classes have been
conducted with a blend of the curriculum studies, Your Company has extended the Project Nayan,
moral values along with scientific knowledge. covering 194 villages in Tijara Block of Khairthal
District, Rajasthan since 2018 and also decided
III. Vocational Training Program to continue the Phase-III of this initiative, with
Your Company in association with GMR the support of Dr. Shroffs Charity Eye Hospital-
Varalakshami Foundation is imparting Delhi, your Company is running this project to
employable skills to the dropout youths. Apart reduce the burden of avoidable blindness at
from the ongoing course of Customer Service early stage.
Associate (CSA), a new course of Front Office
As a new initiative in phase III, screening
Assistant (FOA) is also added in this year,
of approx. 64,000 students studying in 281
to support 120 more people under the skill
Government Schools and within the community
development program.
is planned in a phased manner in next 3 years.
Details of student passed and placed are as follows;
The main focus areas are identification,
S. Students Student awareness, counselling and treatment of
Course Name
N. passed Placed
avoidable blindness. A week long events
1 Customer Service 95 95 and awareness sessions were also organized
Associate (CSA)
in villages on World Sight Day, World
2 Front Office Assistant 114 114
Retinoblastoma Day, World Glaucoma Day etc.
course (FOA)
Total 209 209

The progress made under this project is as under: Further in the reporting year 2 new structures
Details Screenings Surgeries
has been taken up at Mejod and Shyampura
Panchayat of Thanagazhi block, Alwar district,
Cataract Speciality
having total water holding capacity of approx.
Vision Center 9,551 937 92
63,000 cubic meter in single filling.
School Level 13,611 2 11
Total 23,162 939 103 The above initiatives are being implemented in
co-ordination with Watershed Development &
C. Environment Conservation Soil Conservation Department and Sariska Tiger
Environmental conservation has become one of Reserve, Alwar, Rajasthan.
the core issue that needs to be addressed to battle
II. Plantation
climate change and global warming. Sustainable
development is the need of the hour that can Plantation work over 2 road dividers covering of
save mother earth from the repercussions of approx. 10025 sq. mtr. area in Bhiwadi, Rajasthan
industrialization. Your Company has taken up is completed and is under maintenance also the
some initiatives to contribute in the vast need of development of a new green belt is initiated
conserving the environment and maintaining the at Lovakhurd, Bahadurgarh, Jhajjar covering of
ecological balance. approx. 11,500 sq. mtr. area.
Following initiatives are taken up in the reporting III. Improved Cook Stove
period: Despite the robust development in the country
I. Water Conservation still many households in rural India uses the
firewood in the traditional Chulha to meet
Your Company started water conservation
their daily needs of cooking. Your Company
project in 2022-23 and constructed / renovated
has identified the need of replacement of the
3 new (2 Anicuts & 1 Earthen Pond) and 2 old
traditional means of cooking by providing the
structures (1 Anicut and 1 Earthen Pond) at
Improved Cook Stove. This Cook Stove emits
Gram Panchayat Lalpur & Buffer area of Sariska
approx. 3000-4000 kg. less CO2 per year as it
Tiger Reserve, Thanagazhi Block of District
functions with approx. 50% of less firewood
Alwar, Rajasthan, which were completed in the
and generates 40% of less smoke; taking less
reporting year. The total water holding capacity
cooking time and easy to use in comparison to
is approx. 83,000 cubic meter in single filling
the traditional mud Chulha. In the reporting
and during the year it is reported that these
year total 2,800 stoves have been distributed
structures has filled by 5 times, benefitting
to the households of Khanpur & Laksar Blocks
approx. 2100 people and impacting approx. 455
of Haridwar District and Thanagazhi block of
hectares of land.
Alwar District.
2. Composition of CSR & ESG Committee:

The Composition and attendance of members at the meetings held during the Financial Year 2023-24 is as following:
S. Name of Director Designation / Nature of Directorship Number of meetings Number of meetings of
N. of CSR Committee held CSR Committee attended
during the year during the year
1 Mr. Ramesh Kumar Dua Chairman / Managing Director 2 2
2 Mr. Mukand Lal Dua Member / Whole Time Director 2 2
3 Mr. Pankaj Shrimali 1
Member /Independent Director 2 2
4 Ms. Deepa Verma Member /Independent Director 2 2
5 Mr. Vivek Kumar1 Member /Independent Director 2 2
1. Mr. Pankaj Shrimali and Mr. Vivek Kumar, ceased as member of the Committee w.e.f. closure of working hours on March 31, 2024 due to
completion of 2nd term as Independent Director of the Company;
2. Mr. Rajeev Rupendra Bhadauria and Mr. Yogesh Kapur were inducted as Member to the Committee w.e.f. April 1, 2024; and
3. Ms. Richa Arora was inducted as Member to the Committee w.e.f. May 9, 2024
CSR & ESG Committee meetings were held on July 24, 2023 and January 31, 2024.

3. Provide the web-link (s) where Composition of CSR committee, CSR Policy and CSR projects approved by the board are
disclosed on the website of the Company.
The web-link for the composition of CSR committee as part of the CSR Policy and CSR projects approved by the board are disclosed
on https://dxkvlfvncvqr8.cloudfront.net/media/file/pdf/download_file/corporate-social-responsibility-policy-1716526796.pdf
and https://dxkvlfvncvqr8.cloudfront.net/media/file/pdf/download_file/annual-action-plan-2024-1704801726.pdf respectively.
4. Provide the executive summary along with web-link (s) of Impact assessment of CSR projects carried out in pursuance of
sub-rule (3) of rule 8, if applicable.
Your Company does not fall under the criteria of Impact assessment as per sub-rule (3) of rule 8 of the CSR Rules.
5. (a) Average net profit of the Company as per sub-section (5) of Section 135: H31049.29 lacs
(b) Two percent of average net profit of the Company as per sub-section (5) of Section 135: H621.00 lacs
(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil
(d) Amount required to be set off for the financial year, if any: Nil
(e) Total CSR obligation for the financial year [(b)+(c)-(d)]: H621.00 lacs
6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): H147.97 lacs
(b) Amount spent in Administrative Overheads H3.84 lacs
(c) Amount spent on Impact Assessment, if applicable: Nil
(d) Total amount spent for the Financial Year [(a)+(b)+(c)]: H151.81 lacs
(e) CSR amount spent or unspent for the financial year:

Total Amount Amount Unspent (D in Lacs)
Spent for the
Total Amount transferred to Unspent CSR Amount transferred to any fund specified under Schedule VII
Financial Year
Account as per subsection (6) of Section 135 as per second proviso to sub-section (5) of Section 135
(D in Lacs)
Amount Date of transfer Name of the Fund Amount Date of transfer
151.81 469.19 29-04-2024 NA NA NA
(f) Excess amount for set off, if any

S. Particular Amount (D in Lacs)
N.
(i) Two percent of average net profit of the Company as per sub-section (5) of Section 135 621.00
(ii) Total amount spent for the Financial Year 151.81
(iii) Excess amount spent for the financial year [(ii)-(i)] NA
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any Nil
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] NIL
7. Details of Unspent Corporate Social Responsibility amount for the preceding three financial years:
S. Preceding Amount Balance Amount Amount transferred to a fund as Amount Deficiency,
N. Financial transferred to Amount in spent in the specified under Schedule VII as remaining to if Any
Year Unspent CSR unspent CSR Financial per second proviso to sub-section be spent in (D in Lacs)
Account under account under Year 2023-24 (5) of section 135, if any succeeding
sub-section (6) sub-section (6) (D in Lacs) Amount Date of financial years
of section 135 of 135 (D in Lacs) transfer (D in Lacs)
(D in Lacs) (D in Lacs)
1 2020-21 542.71 226.29 226.29 - - - Nil
2 2021-22 644.48 580.46 140.30 - - 440.16 Nil
3 2022-23 634.92 634.92 156.72 - - 478.20 Nil
8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the
financial year:
No

9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per sub-section (5) of
section 135.
During the year, your Company has spent H151.81 lacs in the projects such as Remedial Education, Skill Development, Mobile
Health Unit, Project Nayan and Environment Conservation. The balance amount of H469.19 lacs has been transferred to the
Unspent CSR Account on April 29, 2024, which will be spent over the Health and Environment Conservation projects approved by
the Board of Directors, as recommended by the CSR & ESG committee on July 24, 2023,
Your Company also continued its social initiatives undertaken in yester years, through its dedicated society viz. Relaxo
Foundation. Relaxo Foundation has spent H33.18 Lacs, towards different projects from the CSR funds available of yester years.
The details are given in the below table:
Details of CSR Activities undertaken by the Company:

S. N. CSR Projects/ Sector in which the project Locations Amount spent on Amount spent: Direct or
activity identified is covered/ Relevant Section the projects or through implementing
of Schedule VII in which the programs agency
project is covered (D in Lac)
1 Parivartan’ Model School Education Haridwar, Uttrakhand 12.46 Plan International (India
Project Phase I- 13 Schools Chapter), SBMA & AYUS
2 Comprehensive Health Healthcare Bhiwadi, Rajasthan 20.72 Smile Foundation
Project- Mobile Health Unit
Sub Total 33.18
3 Administrative Expenses 0.0016 Direct
Total 33.18
Note: All the above projects have been implemented by Relaxo Foundation (CSR00004306) through the partner agencies as mentioned above.
Ramesh Kumar Dua Sushil Batra

Managing Director & Chairman of CSR Committee Executive Director & Chief Financial Officer
Delhi, May 9, 2024 DIN: 00157872 DIN: 09351823

Annexure ‘E’
1. CONSERVATION OF ENERGY • Reduced energy consumption through
Your Company is committed to invest in the latest using Inverter air conditioner with higher
energy efficient technologies, to conserve energy on all star rating in new Retail outlets and
locations, plants and sites. As part of energy conservation replacement of old units at existing
and wastage prevention, constant improvements are outlets.
undertaken in order to conserve energy on an ongoing • Replacement of conventional lights fitting
basis. by Efficient lighting fixtures in renovation
and repair.
Your Company has taken many initiatives in Energy
• Prompted to retail outlet staff regarding
conservation and Technology absorption. As a part of
awareness of energy saving.
Company’s endeavor, it is an ongoing drive/ process
and Your Company is committed to invest in the latest/ b) Steps taken by the Company for utilizing alternate
efficient technologies. sources of energy:
a) The steps taken or impact on conservation of energy: Switched to Battery Operated fork lifts against Diesel
operated thereby ensuring energy conservation and
i. The Company has started following initiatives
comparatively low pollution.
at plants for energy conservation which has led
to restrict the impact of increase in the cost of c) Capital investment on energy conservation:
energy thereby reducing the cost of production
There was no major capital investment except for
of goods:
new EVA Injection machines and Conversion of DG
• Installed Auto Harmonic Filter Device in sets.
some of the LT panels to improve power
factor resulting in power saving. 2. TECHNOLOGY ADOPTION
• Imported new EVA injection machines a) Efforts made towards technology absorption
with preinstalled VFDs and servo motors • Switched to Automatic Textile cutting machine
as against conventional motors, thereby from Manual Travel Head clickers thereby
saving power. saving in RM cost & resulting in productivity
• Sue Moto insulation of PVC Horizontal improvement.
machine barrels resulting in energy • Setting up of PVC Lamination plant to cater
conservation. synthetic leather requirement of featured PU
• Changeover to PNG from LPG in some of and Shoe products.
the Canteen facilities. • Setting up of captive fly-knit upper
• Many of our existing DG sets converted Manufacturing facility, to cater to huge demand
to run in a hybrid / dual fuel mode by in Shoe & PU Division for Knitted uppers.
installing special kit which will be fitted on
b) Benefit derived as a result of the above efforts
existing high speed diesel engine to allow
use of methane rich natural gas with diesel 1. Better environment friendly fuel.
as fuel to ensuring energy conservation 2. Better Quality of products and improved
and comparatively low pollution. productivity.
3. Better shop floor environment in plants.
ii. The Company has started following initiatives
at its retail outlets for energy conservation 4. Less reliance on vendors.
which has led to substantial saving of its annual c) in case of imported technology (imported during
energy and maintenance cost: - the last three years reckoned from the beginning of
• Conducted a regular energy audit, for the financial year): None
identifying power losses at the retail
outlets and exploring appropriate steps d)
the expenditure incurred on Research and
to reduce power consumption without Development:
affecting the operations. Nil

3 FOREIGN EXCHANGE EARNINGS AND OUTGO plans and expand its business to newer geographies.
Furthermore, achieving 3 Star Export House status is
a) Activities relating to export initiatives taken to
yet another accolade for the organization.
increase exports, development of new export for
products and export plans: b) Total Foreign Exchange earned in terms of actual
Your Company regularly participate in prestigious inflows during the year and the Foreign Exchange
international exhibition and has developed markets outgo during the year in terms of actual outflows
of Asia, Middle East, Australia, Africa, South America (H in Crores)
& Oceania and these markets will increase overall Particulars 2023-24 2022-23
export of Company in coming years. The branch Outflow 283.61 309.56
office is operational in Dubai for strategizing export Inflow 132.55 121.24

Delhi, May 9, 2024 DIN: 00157872 DIN: 00157898

Annexure ‘F’
EMPLOYEE STOCK OPTION PLAN (“ESOP”) provisions of SEBI (Share Based Employee Benefits and Sweat
The Company had instituted the Employee Stock Option Plan Equity) Regulations, 2021 and during the year, there is no
2014 (the “Plan”) for employees of the Company by granting material change in the Scheme/ Plan.
stock options convertible into equity shares of the Company. The
Disclosures in compliance with Employee Stock Option Plan of
Plan was formulated in accordance with the SEBI (ESOS & ESPS)
the Company, are set below:
Guidelines, 1999, which were prevailing at the time of institution
of the Plan. The SEBI (ESOS & ESPS) Guidelines, 1999 stood I. The information pursuant to the provisions of SEBI (Share
repealed upon introduction of the SEBI (Share Based Employee Based Employee Benefits and Sweat Equity) Regulations,
Benefits) Regulations, 2014 which have been further replaced 2021, erstwhile SEBI (Share Based Employee Benefits)
by the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2014, read with ‘Guidance note on accounting
Regulations, 2021. The Plan was approved by the shareholders for Employee share-based payments’ issued by ICAI have
of the Company, on August 5, 2014, through postal ballot. The been provided in Annexure-1 to this Report.
Plan provides for issue and allotment of not exceeding 9,00,090
Equity Shares to the eligible employees of the Company and II. Diluted EPS on issue of shares pursuant to all the schemes
subsequent to the Bonus Issue in July 2015 and June 2019, the covered under the regulations in accordance with Ind AS
number of options available increased to 31,79,940. Further, 33 - Earnings Per Share issued by ICAI have been provided
the Company hereby submits that it is in compliance with the in Annexure-1 to this Report.
Annexure 1: Details related to ESOS

Requirements under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
Summary of Status of ESOPs Granted

The position of the existing schemes is summarized as under:
S. N. Particulars ESOP Scheme
A. Summary
1 Date of Shareholders Approval August 5, 2014
2 Total number of options reserved under the scheme 31,79,940
3 Date of Grants August 9, 2014, May 9, 2015, July 25, 2015, October 31, 2015, May 14, 2016,
July 30, 2016, November 5, 2016, August 5, 2017, November 4, 2017, May
11, 2018, August 4, 2018, November 3, 2018, May 10, 2019, August 3,
2019, November 2, 2019, June 6, 2020, August 1, 2020, October 31, 2020,
November 1, 2021, May 11, 2022, July 26, 2022, November 2, 2022, March
14, 2023, May 10, 2023, July 24, 2023 and November 1, 2023.
4 Options Granted 29,41,530
5 Vesting Schedule 1 - 3 years from the date of Grant
6 Pricing Formula Closing Market Price prior to the date of the meeting of the Nomination
and Remuneration Committee in which options are granted, on the stock
exchange on which the shares of the Company are listed. In case shares
are listed on more than one stock exchange then the stock exchange
where the highest trading volume is recorded on the said date shall be
considered.
7 Maximum Term of Options Granted 8 years from the date of Grant
8 Source of Shares Primary
9 Variation in terms of Options No Variations
10 Method used for Accounting of ESOP Fair Value Method
B Option Movement During the year
1 Options Outstanding at the Beginning of the Year 7,82,110
2 Number of Options Granted during the Year 53,300
3 Number of options vested during the Year 0
4 Number of options exercised during the Year 0

5 Total number of shares arising as a result of exercise of options 0
6 Number of options Cancelled during the Year 1,18,500
7 Number of Options outstanding at the end of the year 7,16,910
8 Number of Options exercisable at the end of the year 10,910
9 Money realised by exercise of options during the year(H) 0
10 Loan repaid by the trust during the year from the exercised N.A.
price received
C. Employee-wise details of options granted to:

(i) Senior managerial personnel
Name (Designation) No. of options granted

Ankit Jain (Company Secretary) 2,500
Vikas Dogra (Vice President –Sales) 8,300
Sachin Chhabra (Vice President- Marketing) 6,500
Nilanjan Chakrabarty (General Manager- PD) 2,200
Total 19,500
(ii) Employees who were granted options during the year, amounting to 5% or more of the options.
Name (Designation) No. of options granted

Kaustav Basu 4,000
Rajesh Kumar Pachouri 2,700
Sachin Chhabra 6,500
Shambhu Lal Agrawal 2,900
Sourav Sengupta 3,700
Sudarshan K S 3,600
Vikas Dogra 8,300
Total 31,700
(iii) Identified employees who were granted option, during any one year, equal or exceeding 1% of the issued capital (excluding outstanding
warrants and conversions) of the Company at the time of grant
Name No. of options granted

Nil
D.
(i) Weighted average exercise price of Options granted during the year whose
(a) Exercise price equals market price (H) 885.67

(b) Exercise price is greater than market price (H) Nil
(c) Exercise price is less than market price (H) Nil
(ii) Weighted average fair value of options whose
(a) Exercise price equals market price (H) 220.55

(b) Exercise price is greater than market price (H) Nil
(c) Exercise price is less than market price (H) Nil

E. Diluted Earnings Per Share pursuant to issue of shares on exercise of options calculated in accordance with
IND AS 33
Diluted Earnings Per Share pursuant to issue of shares on exercise of options calculated in 8.05
accordance with IND AS 33
F. Method and Assumptions used to estimate the fair value of options granted during the year:
a) The fair value has been calculated using the Black Scholes Option Pricing model. The assumptions used in the
model are as follows:
Stock Price (H) 885.67
Volatility (%) 25.23
Risk free Rate (%) 7.01
Exercise Price (H) 885.67
Time to Maturity (In Years) 2.83
Dividend yield (%) 0.29
b) The volatility used in the Black-Scholes option-pricing model is the annualized standard deviation of the continuously compounded rates of
return on the stock over a period of time. The period considered for the working is commensurate with the expected life of the options and
is based on the daily volatility of the Company’s stock price on NSE
c) There are no market conditions attached to the grant and vest.

Delhi, May 9, 2024 DIN: 00157872 DIN: 00157898

Annexure ‘G’
INDEPENDENT AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE
To,
THE MEMBERS OF
1. We, Gupta & Dua, Chartered Accountants, the Statutory Auditors of Relaxo Footwears Limited (“the Company”), have examined
the compliance of conditions of Corporate Governance by the Company, for the year ended on March 31, 2024, as stipulated in
regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para–C and D of Schedule V of the SEBI Listing (Obligation and
Disclosure requirements) Regulations, 2015 (the Listing Regulations).
Management’s Responsibility
2. The compliance of conditions of Corporate Governance is the responsibility of the Management. This Responsibility includes the
Design, implementation and maintenance of internal controls and procedures to ensure the compliance with the conditions of
the Corporate Governance stipulated in Listing Regulations.
Auditors’ Responsibility
3. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring
compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial
Statements of the Company.
4. We have examined the books of account and other relevant records and documents maintained by the Company for the purposes
of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.
5. We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification
of Corporate Governance issued by the Institute of the Chartered Accountants of India (the ICAI), the Standards on Auditing
specified under Section 143(10) of the Companies Act 2013, in so far as applicable for the purpose of this certificate and as per the
Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical
requirements of the Code of Ethics issued by the ICAI.
6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms
that Perform Audits and Reviews of Historical Financial Information and Other Assurance and Related Services Engagements.
Opinion
7. Based on our examination of the relevant records and according to the information and explanations provided to us and the
representations provided by the Management, we certify that the Company has complied with the conditions of Corporate
Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para–C and D of Schedule V of the
Listing Regulations during the year ended March 31, 2024.
8. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the Management has conducted the affairs of the Company.
For Gupta & Dua

Chartered Accountants
Firm’s Registration No.003849N
Mukesh Dua
Partner
Membership No. 085323
New Delhi, May 9, 2024 UDIN: 24085323BKCTVE6130

CORPORATE GOVERNANCE REPORT
Corporate Governance is about our commitment to human values compromising on ethical standards and corporate social
in business which translates into ethical corporate conduct. responsibilities. The Company continuously endeavors to
Corporate Governance is about balancing economic goals with maintain pace with changing socio-economic scenario to
greater responsibilities towards society and creating valuable ensure that the conduct of business is as per the policies
impact with practices and policies embedded within Company’s of the management, namely Honesty, Transparency and
value system, management ethos, and business practices. Ethical Behavior. Relaxo has implemented corporate
Corporate Governance practices are reflection of one’s value, governance practices that go beyond just meeting the
culture, policies and the manner in which it deals with various letter of law. The Company has voluntarily adopted and
stakeholders. Timely and accurate disclosure of information evolved various practices of Governance conforming to
regarding the financial situation, performance, ownership and highest ethical and responsible standards of business. The
governance of the Company is an important part of Corporate Company has not only adopted practices mandated in the
Governance. When adhered to and implemented in the best of SEBI (Listing Obligations and Disclosure Requirements)
spirit, Corporate Governance positively impacts the activities, Regulations, 2015 (hereinafter referred as “Listing
processes and policies of an organization, portray a positive Regulations”), but also incorporated the relevant non-
vision to investors and enhance the trust and confidence of the mandatory recommendations.
stakeholders. It can also encourage a sense of trustworthiness
amongst the society at large, influence the immediate corporate 2. DATE OF REPORT
environment positively and have an overall healthy impact on The information provided in this Report on Corporate
the national economy. Governance is as on March 31, 2024. Further, information
as on date of this report on have also been provided for
At Relaxo Footwears Limited (“Relaxo”), we believe that good certain sections.
Corporate Governance is a continuing exercise and that each one
at Relaxo is equally responsible and committed to support this 3. BOARD OF DIRECTORS
cause in all management and operational activities. Integrity Composition
and transparency are key to our Corporate Governance practices
In terms of Regulation 17 of the Listing Regulations, the
helping us earn trust of our stakeholders and facilitate effective
composition of the Board of your Company is well diverse.
and prudent management to come up to their expectations. Your
Every member of the Board is having experience and
Company is conscious of the fact that success of a corporation
expertise in their respective fields. The Board is entrusted
is a reflection of the professionalism, conduct and ethical values
with the ultimate responsibility of the management,
of its management and employees. In addition to regulatory
direction and performance of the Company.
compliance, your Company endeavours to meet highest
standards of ethical and responsible conduct throughout the The Company’s policy is to maintain an optimum
organisation in letter and in spirit. combination of Executive and Non-Executive/Independent
To succeed, we believe, requires highest standards of corporate Directors based on Chairman being executive/ non-
behavior towards everyone we work with and the environment executive as required under Listing Regulations. As
on which we have an impact. This is our road to consistent, on March 31, 2024, the Company has 1 (One) Managing
competitive, profitable and responsible growth and creating Director, 4 (Four) Whole Time Directors and 5 (Five) Non-
long-term value for our Stakeholders. Executive Independent Directors including 1 (One) Woman
Independent Director.
The Board of Directors (the “Board”) are responsible for and
committed to sound principles of Corporate Governance in Further till the date of report following changes were
the Company. The Board plays a crucial role in overseeing how occurred in the Board of Directors, which are summarized
the management serves the short and long-term interests of as under:
shareholders and other stakeholders. 1. Mr. Pankaj Shrimali and Mr. Vivek Kumar Ceased from
the position of Independent Director w.e.f. closure of
1. GOVERNANCE PHILOSPHY working hours on March 31, 2024 due to completion
Corporate Governance has occupied pivotal position at of 2nd term as Independent Director of the Company.
Relaxo since inception. The business has, since then, 2. Mr. Deval Ganguly resigned from the position of
been conducted in most transparent and ethical manner. Whole Time Director of the Company w.e.f. closure of
Relaxo’s governance framework is driven by the objective working hours on March 31, 2024.
of enhancing long term stakeholder value without

3. Mr. Yogesh Kapur and Mr. Raj Kumar Jain were The details are as follows:
appointed as Independent Director of the Company Board No. of
w.e.f. April 1, 2024. Date of No. of
Meeting Strength Independent
Board Directors
4. Mr. Sushil Batra, Chief Financial Officer of the Number (No. of Directors
Meetings Present
Directors) Present
Company was appointed as Executive Director
1 May 10, 2023 10 10 5
and Chief Financial Officer of the Company w.e.f.
April 1, 2024. 2 July 24, 2023 10 10 5
3 November 1, 10 5 4
5. Ms. Richa Arora was appointed as an Independent
2023
Director of the Company w.e.f. May 9, 2024.
4 January 31, 10 10 5
The composition of the Board represents an optimal mix 2024
of professionalism, knowledge, experience and expertise 5 March 29, 10 9 5
in varied fields enabling it to discharge its responsibilities 2024
and provide effective leadership for long-term vision with
Necessary disclosures regarding Directorship and
highest standards of governance. The Board reviews its
Committee positions in other Companies as on March
strength and composition from time to time to ensure that
31, 2024 have been made by the Directors. As per the
it remains aligned with the statutory as well as business
disclosures received from them, none of the Directors of the
requirements.
Company is a member of more than 10 (Ten) Committees
Board Meetings and its Attendance or Chairman of more than 5 (Five) Committees across all
During the Financial Year ended March 31, 2024, the listed companies in which he / she is a Director (for the
Board of Directors of the Company met 5 (Five) times. said purpose, the term Committee shall only include Audit
The intervening period between the Board Meetings Committee and Stakeholders’ Relationship Committee in
was within the maximum time gap prescribed under the terms of Regulation 26 of the Listing Regulations). Also,
Companies Act, 2013 (hereinafter referred as the “Act”) none of the Directors serve as a Director in more than 7
and Regulation 17 of the Listing Regulations. (Seven) Listed Companies.
The composition of the Board during the Financial Year under review and position held by Directors on the Board / Committees
of the Company as on March 31, 2024 along with their attendance at Board meetings and Annual General Meeting (“AGM”) of
the Company during the Financial Year under review are given below:
Name of Category of No. of Board Attendance No. of positions held as on March 31, 2024 No. of equity
Directors Directors Meetings at last AGM No. of other Committee 2
Name of Listed shares and
attended (August Directorship1 (including the Company) Entity where convertible
(total held 24, 2023) the person instruments
during attended Membership Chairmanship held as on
is a Director
tenure) through VC/ (Category) March 31,
OAVM 2024
Ramesh Promoter 4(5) Yes 1 1 - - 5,84,27,7444
Kumar Managing
Dua3&4 Director-
Executive
Mukand Lal Promoter 4(5) Yes - 1 - - 5,07,53,1604
Dua3 Whole Time
Director-
Executive
Nikhil Dua3 Promoter 4(5) Yes - 1 - - 92,43,674
Whole Time
Director-
Executive
Gaurav Promoter 4(5) Yes - - - - 93,43,674
Kumaar Dua3 Whole Time
Director-
Executive
Deval Whole Time 4(5) Yes - - - - -
Ganguly6 Director-
Executive

Name of Category of No. of Board Attendance No. of positions held as on March 31, 2024 No. of equity
Directors Directors Meetings at last AGM No. of other Committee2 Name of Listed shares and
attended (August Directorship1 (including the Company) Entity where convertible
(total held 24, 2023) the person instruments
during attended Membership Chairmanship held as on
is a Director
tenure) through VC/ (Category) March 31,
OAVM 2024
Vivek Kumar5 Independent 5(5) Yes - 2 1 - -
Director- Non-
Executive
Pankaj Independent 5(5) Yes - 1 1 - 16,050
Shrimali5 Director- Non-
Executive
Rajeev Independent 5(5) Yes 1 1 - - -
Rupendra Director- Non-
Bhadauria Executive
Deepa Verma Independent 5(5) Yes - - - - -
Director- Non-
Executive
Kuldip Singh Independent 4(5) No 3 - - 1 10,457
Dhingra Director- Non-
Executive
Notes:
1. For the purpose of considering the limit of the number of directorship and Chairman/member of committees, all Public Companies
(whether listed or unlisted) shall be included and all other companies including Private Limited Companies, Foreign Companies, High Value
Debt Listed Entities, and Companies under Section 8 of the Act are excluded which is in line with the requirement of relevant conditions of
Regulation 26 of the Listing Regulations. Further, the directorships held by Directors as mentioned above do not include the directorships
held in Relaxo Footwears Limited.
2. Committees considered for the purpose are those prescribed under Regulation 26 of the Listing Regulations viz. Audit Committee and
Stakeholders’ Relationship Committee of Indian Public Limited companies including Relaxo Footwears Limited.
3. Mr. Ramesh Kumar Dua and Mr. Mukand Lal Dua, Directors are related to each other. Mr. Mukand Lal Dua is also related to Mr. Nikhil
Dua, Whole Time Director of the Company. Mr. Ramesh Kumar Dua is also related to Mr. Gaurav Kumaar Dua, Whole Time Director of
the Company. None of the Directors other than above have any relationship with any Director of the Company as per Sec 2(77) of the Act
including rules thereunder.
4. Mr. Ramesh Kumar Dua, Managing Director of the Company designated as Chairman of the Company w.e.f. April 1, 2024.
5. Mr. Pankaj Shrimali and Mr. Vivek Kumar ceased from the position of Independent Director w.e.f. closure of working hours on March 31,
2024 due to completion of 2nd term as Independent Director of the Company.
6. Mr. Deval Ganguly resigned from the position of Whole Time Director of the Company w.e.f. closure of working hours on March 31, 2024.
7. Mr. Yogesh Kapur and Mr. Raj Kumar Jain were appointed as Independent Director of the Company w.e.f. April 1, 2024.
8. Mr. Sushil Batra, Chief Financial Officer of the Company was appointed as Executive Director and Chief Financial Officer of the Company
w.e.f. April 1, 2024.
9. Ms. Richa Arora was appointed as an Independent Director of the Company w.e.f. May 9, 2024.

The below matrix summarizes the skills, expertise and competencies possessed by our individual directors, which are key to
corporate governance and board effectiveness as on March 31, 2024:
Skills, expertise and competencies identified by the Board
Strategy & Planning - Governance - developing Manufacturing Finance, Marketing
Business strategy and governance practices, & Operations - & Human Resource
Name of Directors Corporate Management serving the best interests Production and Development - finance,
of all stakeholders and Product development, investment & commercial
driving corporate ethics Quality enhancement, banking, institution
and values Plant Management, affairs, human resource,
environment & safety marketing & sales
Ramesh Kumar Dua √ √ √ √
Mukand Lal Dua √ √
Nikhil Dua √ √
Gaurav Kumaar Dua √ √ √
Deval Ganguly 2
√ √
Pankaj Shrimali1 √ √ √
Vivek Kumar1 √ √ √
Rajeev Rupendra √ √
Bhadauria
Deepa Verma √ √
Kuldip Singh Dhingra √ √ √
Notes:
1. Mr. Pankaj Shrimali and Mr. Vivek Kumar ceased from the position of Independent Director w.e.f. closure of working hours on March 31,
2024 due to completion of 2nd term as Independent Director of the Company.
2. Mr. Deval Ganguly resigned from the position of Whole Time Director of the Company w.e.f. closure of working hours on March 31, 2024.
Familiarization Program as an Independent Director of the Company. The terms
In order to encourage active participation of Independent and conditions of their appointment / re-appointment are
Directors and in order to understand the business of the disclosed on the Company’s website in the investor section
Company, programs are conducted for the Independent at https://www.relaxofootwear.com/terms-conditions-
Directors with detailed presentations covering all aspects of-independent-director
of information that they need to possess/update.
The details of the programs/sessions conducted for At the time of appointment and thereafter at the
familiarization of Independent Directors can be accessed on beginning of each financial year or whenever there is any
the Company website at https://dxkvlfvncvqr8.cloudfront. change in the circumstances which may affect their status,
net/media/file/pdf/download_file/familiarisation- the Independent Directors submit declaration confirming
report-2023-2024-1722251751.pdf their independence and compliance with various eligibility
criteria laid down by the Company among other disclosures
Board Support and the Company also ensures that its Directors meet the
The Company Secretary is responsible for collation, review aforesaid eligibility criteria. All such declarations are placed
and distribution of all papers submitted to the Board before the Board for its information. All Independent
and Committees thereof for consideration. The Company Directors of the Company have submitted the declarations
Secretary is also responsible for preparation of the Agenda with the Company that they are exempt from appearing
and convening of the Board and Committee Meetings. The in the test as required under Rule 6 of Companies
Company Secretary attends all the Meetings of the Board (Appointment and Qualification of Directors) Rules, 2014.
and its Committees and acts in the capacity of Secretary
of the Committees. The Company Secretary advises / In the opinion of the Board, it is confirmed that Independent
assures the Board and its Committees on Compliance and Directors of the Company fulfill the conditions specified in
Governance principles and ensures appropriate recording the Act and Listing Regulations and are independent of
of minutes of the Meetings. the management.
Independent Directors Further, no Independent Director resigned before the

All Independent Directors of the Company have been expiry of his/her tenure during the year under review.
appointed as per the provisions of the Act and Listing
Meeting of Independent Directors
Regulations. Formal letters of appointment / re-appointment
have been issued to the Independent Directors which inter- The Independent Directors meet separately at least
alia explains the role, function, duties and responsibilities once in a Financial Year, without the attendance of non-

independent Directors and members / representatives of Governance and to provide assistance to the Board
management of the Company. They meet to discuss and in its responsibility for overseeing the quality and
form an independent opinion on the agenda items, various integrity of the accounting, auditing and reporting
other Board-related matters, identify areas where they need practices of the Company, an Audit Committee has
clarity or information from management and to annually been constituted. The Audit Committee primarily
review the performance of Non-Independent Directors, the constitutes a formal and transparent arrangement
Board as a whole and the Chairman of the Board. for accurate financial reporting and strong internal
controls. All members of the Audit Committee,
During the Financial Year 2023-24, the Independent
including the Chairman, are financially literate.
Directors of the Company met once on February 29, 2024.
The Company familiarizes its Independent Directors with The terms of reference of the Audit Committee
the Company, their roles, rights, responsibilities in the includes all the matters prescribed under the
Company, nature of the industry in which the Company applicable provisions of the Act and Listing
operates, business model of the Company etc., through Regulations which, inter alia, include the following:
various programs. The Independent Directors inter-alia
a) Oversight of the Company’s financial reporting
discuss the issues arising out of Committee meetings and
process and the disclosure of its financial
Board discussion including the quality, quantity and timely
information to ensure that the financial
flow of information between the Company Management
statement is correct, sufficient and credible;
and the Board that is necessary for the Board to effectively
and reasonably perform their duties. b) Recommendation for appointment,
remuneration and terms of appointment of
The Familiarization program imparted to Independent
auditors of the Company;
Directors is available on the Company’s website at https://
dxkvlfvncvqr8.cloudfront.net/media/file/pdf/download_ c) Approval of payment to statutory auditors for
file/familiarisation-report-2023-2024-1722251751.pdf any other services rendered by the statutory
auditors;
Company Secretary
Mr. Ankit Jain is the Company Secretary and Compliance d) Reviewing, with the management, the annual
Officer of the Company. financial statements and auditor’s report
thereon before submission to the board for
4. COMMITTEES OF THE BOARD OF DIRECTORS approval, with particular reference to:
To focus effectively on the issues and ensure expedient • Matters required to be included in the
resolution of diverse matters, the Board has constituted Directors’ Responsibility Statement to be
several Committees of Board with specific terms of included in the Directors’ Report in terms
reference. The Committees operate as empowered agents of clause (c) of subsection 3 of Section 134
of the Board as per their terms of reference that set forth of the Act.
their purposes, goals and responsibilities. Committee • Changes, if any, in accounting policies and
members are appointed by the Board with the consent practices and reasons for the same.
of individual Directors. The Board-level Committees
• Major accounting entries involving
constituted in the Company are:
estimates based on the exercise of
i. Audit Committee judgment by management.
ii. Stakeholder Relationship Committee (“SRC”) • Significant adjustments made in the
iii. Nomination and Remuneration Committee (“NRC”) financial statements arising out of audit
iv. CSR & ESG Committee (“CSR”) findings.
v. Risk Management Committee (“RMC”) • Compliance with listing and other legal
requirements relating to financial
The Company Secretary acts as the Secretary of all the statements.
Committees. Detailed terms of reference, composition, • Disclosure of any related party transactions.
quorum, meetings, attendance and other relevant details
• Modified opinion(s) in the draft audit report,
of these Committees are as under:
if any.
I. AUDIT COMMITTEE
e) Reviewing, with the management, the quarterly
As required under Section 177 of the Act, and financial statements before submission to the
Regulation 18 read with Part C of Schedule II of Listing board for approval;
Regulations and as a measure for good Corporate

f) Reviewing, with the management, the s) Approval of appointment of Chief Financial
statement of uses / application of funds raised Officer (i.e., the whole-time Finance Director or
through an issue (public issue, rights issue, any other person heading the finance function
preferential issue, etc.), the statement of funds or discharging that function) after assessing
utilized for purposes other than those stated the qualifications, experience and background,
in the offer document / prospectus / notice etc. of the candidate;
and the report submitted by the monitoring
t) Reviewing compliance with the provisions
agency monitoring the utilization of public
of SEBI (Prohibition of Insider Trading)
issue or rights issue or preferential issue or
Regulations, 2015 on quarterly basis;
qualified institutions placement , and making
appropriate recommendations to the Board to u) Considering and commenting on rationale,
take up steps in this matter; cost-benefits and impact of schemes involving
merger, demerger, amalgamation etc. on the
g) Review and monitor the auditor’s independence and
listed entity and its shareholders; and
performance, and effectiveness of audit process;
v) Undertake/ carrying out any other function as
h) Approval or any subsequent modification of
is mentioned in the terms of reference of the
transactions of the Company with related parties;
Audit Committee or as may be assigned by the
i) Scrutiny of inter-corporate loans and investments; Board of Directors, from time to time, or as may
be stipulated under any law, rule or regulation
j) Valuation of undertakings or assets of the
including Listing Regulations and the Act.
Company, wherever it is necessary;
k) Evaluation of internal financial controls and risk The Audit Committee is empowered, pursuant to the
management systems; terms of reference, to investigate any activity within
its terms of reference and to seek any information
l) Reviewing, with the management, performance it requires from any employee, obtain legal or other
of statutory and internal auditors, adequacy of independent professional advice and to secure the
the internal control systems; attendance of outsiders with relevant expertise,
m) Reviewing the adequacy of internal audit which is considered necessary and reviews other
function, if any, including the structure of matters also which are referred to it from time to
the internal audit department, staffing and time by the Board or it considers appropriate for
seniority of the official heading the department, discharging its various functions.
reporting structure coverage and frequency of
The Audit Committee shall mandatorily review the
internal audit;
following information:
n) Discussion with internal auditors of any a) Management discussion and analysis of
significant findings and follow up there on; financial condition and results of operations;
o) Reviewing the findings of any internal b) Management letters / letters of internal control
investigations by the internal auditors into weaknesses issued by the statutory auditors;
matters where there is suspected fraud or c) Internal audit reports relating to internal control
irregularity or a failure of internal control weaknesses;
systems of a material nature and reporting the
d) Appointment, removal and terms of
matter to the Board;
remuneration of the chief internal auditor shall
p) Discussion with statutory auditors before the be subject to review by the audit committee;
audit commences, about the nature and scope e) Statement of deviations;
of audit as well as post-audit discussion to
f) Quarterly statement of deviation(s) including
ascertain any area of concern;
report of monitoring agency, if applicable,
q) To look into the reasons for substantial defaults submitted to stock exchange(s) in terms of
in the payment to the depositors, debenture Regulation 32(1); and
holders, shareholders (in case of non-payment Annual statement of funds utilized for purposes
of declared dividends) and creditors; other than those stated in the offer document/
r) To review the functioning of the Whistle Blower prospectus/notice in terms of Regulation 32(7).
mechanism;

Composition and Attendance
As on March 31, 2024, the Audit Committee comprised of 4 (Four) members namely Mr. Pankaj Shrimali Chairman,
Mr. Vivek Kumar, Mr. Rajeev Rupendra Bhadauria and Mr. Nikhil Dua - Members.
During the Financial Year under review, the Audit Committee met 5 (Five) times i.e. May 10, 2023, July 24, 2023,
November 1, 2023, January 31, 2024 and March 29, 2024. All the Audit Committee meetings were held within the period of
120 days.
All the recommendations made by the Audit Committee were accepted by the Board. The composition and attendance of
members at the meetings held during the year under review is as follows:
Name of Members Designation Category No. of Meetings held No. of Meetings attended
Mr. Pankaj Shrimali 1
Chairman Non-Executive & Independent Director 5 5
Mr. Rajeev Rupendra Member Non-Executive & Independent Director 5 5
Bhadauria
Mr. Vivek Kumar1 Member Non-Executive & Independent Director 5 5
Mr. Nikhil Dua Member Whole Time Director 5 4
Notes:
1. Mr. Pankaj Shrimali and Mr. Vivek Kumar ceased as member of the Audit Committee w.e.f. closure of working hours on March 31, 2024
due to completion of 2nd term as Independent Director of the Company;
2. Mr. Yogesh Kapur and Mr. Raj Kumar Jain were inducted as Member to the Audit Committee w.e.f. April 1, 2024; and
3. Ms. Richa Arora was inducted as Member to the Audit Committee w.e.f. May 9, 2024.
Members of the Audit Committee have requisite (b) Review of measures taken for effective exercise
Financial and Management expertise. The meetings of voting rights by shareholders;
of Audit Committee were also attended by the Chief (c) Review of adherence to the service standards
Financial Officer, Statutory Auditors and Internal adopted by the listed entity in respect of
Auditor of the Company as special invitees, as and various services being rendered by the Registrar
when required. The Chairman of the Committee was & Share Transfer Agent;
present at the last AGM held on August 24, 2023
(d) Review of the various measures and initiatives
through VC/OAVM. The Company Secretary of the
taken by the listed entity for reducing the
Company acts as the Secretary to this Committee.
quantum of unclaimed dividends and ensuring
II. STAKEHOLDERS’ RELATIONSHIP COMMITTEE timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders
In compliance with Regulation 20 read with Part
of the Company; and
D of Schedule II of the Listing Regulations and
Section 178 of the Act, the Company has constituted (e) Any allied matter out of and incidental to these
Stakeholders’ Relationship Committee. functions.
The role of the Committee inter-alia includes the Composition and Attendance
following: As on the Financial Year ended March 31, 2024, the
Stakeholders’ Relationship Committee comprised
(a) Resolving the grievances of the security holders of 3 (Three) members. Mr. Vivek Kumar, a Non-
of the listed entity including complaints related Executive Independent Director of the Company is
to transfer/transmission of shares, non-receipt the Chairman of the Committee. The other members
of annual report, non-receipt of declared of the Committee are Mr. Ramesh Kumar Dua and
dividends, issue of new/duplicate certificates, Mr. Mukand Lal Dua.
general meetings etc;

During the Financial Year under review, the Stakeholders’ Relationship Committee met 2 (two) times i.e., May 11, 2023 and
September 21, 2023. The composition and attendance of members at the meetings held during the Financial Year under
review is as follows:
Mr. Vivek Kumar 1
Chairman Non-Executive & Independent Director 2 2
Mr. Ramesh Kumar Dua Member Managing Director 2 2
Mr. Mukand Lal Dua Member Whole Time Director 2 2
Notes:
1. Mr. Vivek Kumar ceased as member of the Stakeholders’ Relationship Committee w.e.f. closure of working hours on March 31, 2024
due to completion of his 2nd term as Independent Director of the Company; and
2. Mr. Rajeev Rupendra Bhadauria was inducted as Chairman to the Stakeholders’ Relationship Committee w.e.f. April 1, 2024.
Status of total complaints received during the Financial Year ended March 31, 2024:
S. N. Particulars No. of Complaints
1 Complaints, and grievances received during the year 118
2 Complaints resolved within 15 days 119*
3 Complaints not solved to the satisfaction of shareholders 0
4 Complaints pending on March 31, 2024 0
*One Complaint, pending on March 31, 2023 was resolved.
The Chairman of the Committee was present at the (c) Formulation of criteria for effective evaluation
last AGM held on August 24, 2023 through VC/OAVM. of performance of the Board, Independent
The Company Secretary of the Company acts as the Directors and other individual directors and
Secretary to this Committee. review its implementation and compliance
thereof;
III.
NOMINATION AND REMUNERATION
COMMITTEE (d) Devising a policy on diversity of board of
The Nomination and Remuneration Committee directors;
functions according to its terms of reference that
(e) Identifying persons who are qualified to
define its authority, responsibility and reporting
become directors and who may be appointed
functions in accordance with Section 178 of the Act
in senior management in accordance with the
and Regulation 19 read with Part D of Schedule II to
criteria laid down and recommend to the board
the Listing Regulations. The role of the Nomination
of directors their appointment and removal;
and Remuneration Committee inter-alia includes the
following: (f) Whether to extend or continue the term of
appointment of the independent director,
(a) Formulation of the criteria for determining
on the basis of the report of performance
qualifications, positive attributes and
evaluation of independent directors;
independence of a director and recommend to
the Board of directors a policy relating to, the (g) Recommend to the Board, all remuneration,
remuneration of the directors, key managerial in whatever form, payable to Directors, KMP,
personnel and other employees; Senior Management, i.e., salary, benefits,
bonus, stock options etc. and determining
(b) For every appointment of an independent
policy on service contracts, notice period,
director, the Nomination and Remuneration
severance fees for Directors, KMP and Senior
Committee shall evaluate the balance of
Management; and
skills, knowledge and experience on the Board
and on the basis of such evaluation, prepare (h) Reviewing and determining fixed component
a description of the role and capabilities and performance linked incentives for Directors
required of an independent director. The person along with the performance criteria.
recommended to the Board for appointment
as an independent director shall have the As required under SEBI (Share Based Employee
capabilities identified in such description; Benefit and Sweat Equity) Regulations, 2021,
erstwhile SEBI (Share Based Employee Benefits)

Regulations, 2014, the Board has also designated the existing Nomination and Remuneration Committee for ensuring the
compliance and to perform all functions and responsibilities stated under the said Regulations and the Committee is also
responsible for administering the Stock Option Plan of the Company and determining eligibility of employees for stock
options.

As on March 31, 2024 the Committee comprised of 3 (Three) members. Ms. Deepa Verma, Non-Executive Independent
Director of the Company is the Chairperson of the Committee. The other members of the Committee are Mr. Pankaj
Shrimali and Mr. Vivek Kumar.
During the Financial Year under review, the Committee met 5 (Five) times i.e. May 10, 2023, July 24, 2023, November 1, 2023,
January 31, 2024 and March 29, 2024.
The Chairman of the Committee was present at the last AGM held on August 24, 2023 through VC/OAVM. The Company
Secretary of the Company acts as the Secretary to this Committee.
The composition and attendance of members at the meetings held during the Financial Year under review is as follows:
Ms. Deepa Verma Chairperson Non-Executive & Independent Director 5 5
Mr. Vivek Kumar1 Member Non-Executive & Independent Director 5 5
Mr. Pankaj Shrimali1 Member Non-Executive & Independent Director 5 5
Notes:
1. Mr. Pankaj Shrimali and Mr. Vivek Kumar ceased as member of the Nomination and Remuneration Committee w.e.f. closure of
working hours on March 31, 2024 due to completion of 2nd term as Independent Director of the Company;
2. Mr. Rajiv Rupendra Bhadauria and Mr. Yogesh Kapur were inducted as Member to the Nomination and Remuneration Committee
w.e.f. April 1, 2024; and
3. Ms. Richa Arora was inducted as Member to the Nomination and Remuneration Committee w.e.f. May 9, 2024.
Nomination and Remuneration Policy of the Company The Committees of the Board were assessed on the
The Nomination and Remuneration Policy is also basis of degree of fulfillment of key responsibilities,
available on the website of the Company at the adequacy of Committee composition and
following link https://dxkvlfvncvqr8.cloudfront.net/ effectiveness of meetings. The Chairman for the
media/file/pdf/download_file/nomination-and- Board Meetings was also evaluated by all the Directors
remuneration-policy-1708068892.pdf on the basis of managing relations, leadership,
competence and diligence. Directors were evaluated
Pursuant to applicable provisions of the Act and on aspects such as attendance and contribution at
the Listing Regulations, the Board of Directors, in Board/ Committee Meetings, guidance/ support
consultation with NRC, has formulated a Board to the management outside Board/ Committee
evaluation framework containing inter–alia, the Meetings, professional qualifications and prior
criteria for performance evaluation of the entire experience.
Board of the Company, its Committees and individual
Directors including Independent Directors. The Independent Directors’ performance evaluation
was carried out by the entire Board excluding the
The NRC has specified the manner for effective
Director being evaluated.
evaluation of performance of Board, its Committee
and individual Director including Independent The performance evaluation of the Chairman of the
Directors. The Board has carried out evaluation of Board Meetings and the Non-Independent Directors
performance of each of them. The NRC reviews its was carried out by the Independent Directors who also
implementation and ensures the compliances thereof. reviewed the performance of the Board as a whole.
Board’s functioning was evaluated on various aspects
REMUNERATION DETAILS
including inter alia degree of fulfillment of key
responsibilities, Board structure and composition, The details of remuneration paid to Executive and
role and accountability, management oversight, risk Non-Executive Directors during the Financial Year
management, culture and communication, frequency 2023-24 are given below:
and effectiveness of meetings.

i) Executive Directors
The Managing Director and Whole-Time Directors are paid remuneration as per the terms recommended by the Nomination
and Remuneration Committee and Board of Directors of the Company and approved by the members of the Company
subject to such other statutory approvals as may be necessary. Details of remuneration paid to the Executive Directors in
the Financial Year 2023-24 is as follows: (H in Lacs)
(Managing Director) (Whole-Time Directors)
Particulars Mr. Ramesh Mr. Mukand Mr. Nikhil Mr. Gaurav Mr. Deval
Kumar Dua1 Lal Dua1 Dua Kumaar Dua Ganguly4
Salary 180.00 180.00 101.97 101.97 113.98
Commission Payable 1066.00 1066.00 - - -
Contribution to Provident Fund 21.60 21.60 5.33 5.33 5.96
Perquisite value of Stock Options - - - - -
Gratuity* - - - - 26.25
Allowance/ Perquisites 4.77 4.77 4.10 4.10 5.46
Performance Incentive* - - 27.64 27.64 19.39
Total 1,272.37 1,272.37 139.04 139.04 171.04
* On the Payment basis.
Notes:
1. Mr. Ramesh Kumar Dua and Mr. Mukand Lal Dua, were re-appointed as Managing Director and Whole-Time Director of the Company,
respectively, for a period of five (5) years with effect from April 1, 2024 and are related to each other.
2. No severance fee is payable to Managing Director and Whole-Time Directors.
3. Notice period for the Executive Directors is up to three (3) months.
4. Mr. Deval Ganguly resigned from the position of Whole Time Director of the Company w.e.f. closure of working hours on March 31,
2024 and due to his resignation 24,200 options were cancelled as granted to Mr. Deval Ganguly under RFL Phase IV as per ESOP
Scheme of the Company.
ii) Non-Executive Directors: -

The Company has formulated the criteria of making payments to non-executive Directors which is also available on the
website of the Company at the following link https://www.relaxofootwear.com/terms-conditions-of-independent-director
The details of remuneration paid by way of sitting fees and commission to the Non-Executive and Independent Directors
for attending Board and its Committees Meetings during the Financial Year ended March 31, 2024 and the number of
shares held by the Non-Executive and Independent Directors as on March 31, 2024 are as under: (H in Lacs)
Name of Directors Category Sitting Fees Commission Total No. of shares held
Mr. Pankaj Shrimali1 Non –Executive & Independent Director 4.80 2.50 7.30 16,050
Mr. Vivek Kumar 1
Non –Executive & Independent Director 4.45 2.50 6.95 -
Mr. Rajeev Rupendra Bhadauria Non –Executive & Independent Director 3.50 2.50 6.00 -
Ms. Deepa Verma Non –Executive & Independent Director 3.40 2.50 5.90 -
Mr. Kuldip Singh Dhingra Non –Executive & Independent Director 2.00 2.50 4.50 10,457
Notes:
1 Mr. Pankaj Shrimali and Mr. Vivek Kumar ceased from the position of Independent Director w.e.f. closure of working hours on
March 31, 2024 due to completion of 2nd term as Independent Director of the Company.
2 The remuneration to Directors is within the overall limit approved by shareholders.
During the year, there were no pecuniary relationships or transactions between the Company and any of its Non-Executive
Directors apart from sitting fees and commission. The Company has not granted any stock options to any of its Non-
Executive Independent Directors.
IV. CSR & ESG COMMITTEE

The Company has constituted CSR & ESG Committee which functions according to its terms of reference in accordance
with Section 135 of the Act which, inter alia, include:
a) Formulate and recommend to the Board, a CSR Policy indicating the activity(ies) to be undertaken by the Company
as specified in Schedule VII of the Act.

b) Recommend the amount to be spent on the CSR activities.
c) Monitor the Company’s CSR Policy periodically.
d) Attend to such other matters and functions as may be prescribed from time to time.
The Board has adopted the CSR Policy as formulated and recommended by the CSR Committee and is available on the
website of the Company at following link: https://dxkvlfvncvqr8.cloudfront.net/media/file/pdf/download_file/corporate-
social-responsibility-policy-1716526796.pdf
The Report on CSR activities for the Financial Year 2023-24 forms a part of the Board’s Report.

As on March 31, 2024, the Committee comprised of 5 (Five) members namely Mr. Ramesh Kumar Dua- Chairman,
Mr. Mukand Lal Dua, Mr. Pankaj Shrimali, Ms. Deepa Verma and Mr. Vivek Kumar- Members.
During the Financial Year under review, the Committee met 2 (Two) times on July 24, 2023 and January 31, 2024. The
composition and attendance of members at the meetings held during the Financial Year under review is as follows:
No. of Meetings No. of Meetings
Name of Members Designation Category
held attended
Mr. Ramesh Kumar Dua Chairman Managing Director 2 2
Mr. Mukand Lal Dua Member Whole Time Director 2 2
Mr. Pankaj Shrimali1 Member Non –Executive & Independent Director 2 2
Ms. Deepa Verma Member Non –Executive & Independent Director 2 2
Mr. Vivek Kumar1 Member Non –Executive & Independent Director 2 2
Notes:
1. Mr. Pankaj Shrimali and Mr. Vivek Kumar ceased as member of the CSR & ESG Committee w.e.f. closure of working hours on March
31, 2024 due to completion of 2nd term as Independent Director of the Company.
2. Mr. Rajiv Rupendra Bhadauria and Mr. Yogesh Kapur were inducted as Member to the CSR & ESG Committee w.e.f. April 1, 2024.
3. Ms. Richa Arora inducted as Member to the CSR & ESG Committee w.e.f. May 9, 2024.
V Risk Management Committee

In compliance with the Regulation 21 of the Listing Regulations, the Company has constituted Risk Management
Committee.
The role of Risk Management Committee is to focus on risk management including determination of Company’s risk
appetite, risk tolerance, risk assessments (risk identification, risk evaluation, risk management and mitigation) etc.
including cyber security. The risk management policy is available at the website of the Company at following link https://
dxkvlfvncvqr8.cloudfront.net/media/file/pdf/download_file/risk-management-policy-1708068852.pdf
As on March 31, 2024, the Committee comprised of 5 (Five) members namely Mr. Ramesh Kumar Dua- Chairman, Mr. Deval
Ganguly, Mr. Pankaj Shrimali, Mr. Ritesh Dua and Mr. Sushil Batra- Members.
As per SEBI (LODR) (Second Amendment) Regulations, 2021, the Risk Management Committee shall meet at least twice
in a year. During the Financial Year under review, the Committee met 2 (Two) times on July 24, 2023 and January 16, 2024.
All the Risk Management Committee meetings were held within the period of 180 days. The attendance of each member
at the meeting held during the Financial Year under review is as follows:
No. of Meetings No. of Meetings
Name of Members Designation Category
held attended
Mr. Ramesh Kumar Dua Chairman Managing Director 2 2
Mr. Deval Ganguly2 Member Whole Time Director 2 2
Mr. Pankaj Shrimali1 Member Non-Executive & Independent Director 2 2
Mr. Ritesh Dua Member Executive Vice President (Finance) 2 2
Mr. Sushil Batra Member Chief Financial Officer 2 2
Notes:
1. Mr. Pankaj Shrimali ceased as member of the Risk Management Committee w.e.f. closure of working hours on March 31, 2024 due to
completion of 2nd term as Independent Director of the Company.
2. Mr. Deval Ganguly ceased as member of the Risk Management Committee w.e.f. closure of working hours on March 31, 2024 due to
resignation from office of Director.
3. Mr. Raj Kumar Jain and Mr. Yogesh Kapur were inducted as Member of the Risk Management Committee w.e.f. April 1, 2024.

5. SENIOR MANAGEMENT
During the year, Mr. Sachin Chhabra was appointed as Vice President- Marketing w.e.f. August 7, 2023 and Mr. Rajiv Bhatia,
Assistant Vice President, superannuated from the Company w.e.f. closing of working hours on September 30, 2023.
Further Due to change in role and responsibility, Mr. Ashish Srivastava Vice President- Human Resources was designated as Senior
Management Personnel (‘SMP’) w.e.f. November 1, 2023 and Mr. Shravan Kumar Singh, Vice President- Product Development,
has ceased to be SMP w.e.f. November 1, 2023.
As on March 31, 2024, the following officials of the Company are categorized as Senior Management in terms of the provisions
of the SEBI Listing Regulations.
S. N. Name Designation
1 Mr. Ritesh Dua Executive Vice President Finance
2 Mr. Nitin Dua Executive Vice President –Retail
3 Mr. Rahul Dua Executive Vice President –Manufacturing
4 Mr. Ashish Bansal General Manager –Strategy & Internal Audit
5 Mr. Ashish Srivastava Vice President – Human Resources
6 Mr. Nilanjan Chakraborty General Manager -PD
7 Mr. H R Sapra Sr. Vice President – CPD
8 Mr. Vikas Dogra Vice President –Sales
9 Mr. Sachin Chhabra Vice President -Marketing
10 Mr. Verinder Kumar Vice President –Manufacturing
11 Mr. R Lakshmanan Vice President–Manufacturing
12 Mr. Jagbir Singh Vice President–Manufacturing
13 Mr. Vijay Wadhwani Asst. Vice President –SCML
14 Mr. Rishi Mutreja Sr. General Manager SCM-P
15 Mr. Rajesh Manuja General Manager –Maintenance
16 Mr. SS Farhat General Manager –CM
17 Mr. PN Tiwari DGM-Tools
18 Mr. Pratikshit Gupta AGM-S. H. E.
19 Mr. Sushil Batra Chief Financial Officer
20 Mr. Ankit Jain Company Secretary & Compliance Officer
Further, Mr. Sushil Batra, Chief Financial Officer was appointed as Executive Director & CFO with effect from April 1, 2024 and Mr.
Ashish Bansal, General Manager – Internal Audit resigned w.e.f. closing of working hours on April 18, 2024 and due to change in
internal re-structuring of the Company, following officials of the Company were designated / ceased as SMP w.e.f May 9, 2024
in addition to above list.
S. N. Name Designation Remark
1 Mr. Shravan Singh Vice President –Product Development
2 Mr. Raghubir Singh Asst. Vice President -IT
3 Mr. Kaustav Basu Asst. Vice President -New Channel
4 Mr. Ashish Nigam Asst. Vice President -Corp. Quality
5 Mr. Supriyam Vatsa Sr. General Manager - Accounts
6 Mr. Sandeep Singh Sr. General Manager- Export Designated as SMP
7 Mr. Ayan Bhattacharya General Manager -Retail
8 Mr. Navin Trivedi General Manager - Legal
9 Mr. Ajay Kumar Agarwal General Manager -Banking
10 Mr. Rishi Mohan Nayyar General Manager -Costing
11 Mr. Gambhir Agarwal Mr. Gambhir Agarwal – Sr. Manager- CSR
12 Mr. R Lakshmanan Vice President - Manufacturing
13 Mr. Jagbir Singh Vice President - Manufacturing
14 Mr. SS Farhat General Manager -CM
Ceased as SMP
15 Mr. Rajesh Manuja General Manager - Maintenance
16 Mr. PN Tiwari Dy. General Manager- Tools
17 Mr. Pratikshit Gupta Asst. General Manager- S. H. E

6. VENUE & TIME OF ANNUAL GENERAL MEETINGS
The last 3 (Three) AGMs of the Company were held within the statutory time period and the details of the same are reproduced
herein below:
No. of
Year Venue Special Day and Date Time
Resolution
2022-23 AGM held through Video Conferencing (‘VC”) / Other Audio-Visual Means 7 Thursday, August 24, 10.30 a.m.
(“OAVM”), in compliance with various circulars issued by MCA and SEBI. 2023
(“OAVM”), due to COVID-19 pandemic in compliance with various circulars 2022
issued by MCA and SEBI.
(“OAVM”), due to COVID-19 pandemic in compliance with various circulars 2021
issued by MCA and SEBI.
7. EXTRA ORDINARY GENERAL MEETING the services of kfin Technologies Limited (R&TA of the
During the Financial Year 2023-24, no Extra Ordinary Company) for the purpose of providing remote e-Voting
General Meeting was held. facility to its Members. The Company in compliance with
the provisions of General Circular Nos. Circulars Nos.
8. POSTAL BALLOT 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020,
No Special Resolution was passed through Postal Ballot 22/2020 dated June 15, 2020, 33/2020 dated September
during the Financial Year ended on March 31, 2024. 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated
June 23, 2021, 20/2021 dated December 8, 2021, 3/2022
Whether any Special Resolution is proposed to be passed
dated May 5, 2022, 11/2022 dated December 28, 2022 and
through Postal Ballot
09/2023 dated September 25, 2023 respectively (‘MCA
The following resolutions are proposed to be passed Circulars’) issued by Ministry of Corporate Affairs, will send
through Postal Ballot: the Postal Ballot Notices dated May 9, 2024 in electronic
S.N. Particulars form only on Thursday, May 16, 2024. The Company shall
1. Adoption of amended Memorandum of Association of also publish Public Notices in Newspaper dated May 10,
the Company 2024 requesting the shareholders for registration of their
2. Adoption of new set of Article of Association of the e-mail addresses with the Company/ Depository as the
Company notices of postal ballot were being sent through electronic
3. Appointment of Mr. Yogesh Kapur (DIN: 00070038) as mode only. The Company will also publish in Newspaper
an Independent Director of the Company declaring the details of dispatch on May 17, 2024 for Postal
4. Appointment of Mr. Raj Kumar Jain (DIN: 01741527) as Ballot Notices dated May 9, 2024 and other requirements
an Independent Director of the Company as mandated under the applicable rules. The results of
5. Appointment of Mr. Sushil Batra (DIN: 09351823) Postal Ballot will be put on the website of the Company
continuing Chief Financial Officer, as Executive Director
at https://www.relaxofootwear.com and on the website of
of the Company
Kfin Technologies Limited at https://www.kfintech.com/
6. Appointment of Ms. Richa Arora (DIN: 07144694) as an
Independent Director of the Company after the same shall also be communicated to the Stock
Exchanges.
Mr. Baldev Singh Kashtwal (FCS No. 3616, C.P. No. 3169),
a Practicing Company Secretary, had been appointed as 9. DISCLOSURES
the Scrutinizer to scrutinize the Postal Ballot processes a) Disclosures on materially significant related party
being conducted through Remote E-voting in a fair and transactions that may have potential conflict with
transparent manner. the interests of your Company at large
During the Financial Year 2023-24, there was no
Procedure for postal ballot:
materially significant related party transaction
In compliance with Regulation 44 of the SEBI Listing entered into by the Company that may have potential
Regulations and pursuant to the provisions of Section conflict with the interests of your Company at large.
108 and Section 110 of the Act read with the Rules, the
MCA Circulars and SS-2, the Company is providing remote All transactions entered into with related parties as
e-Voting facility to its Members, to enable them to cast defined under the Act and the Listing Regulations
their votes electronically instead of submitting the during the Financial Year were in the ordinary course
Postal Ballot Form physically. The Company has engaged of business and on an arm’s length basis and do not
attract the provisions of Section 188 of the Act.

None of the transactions with any of the related All Returns/Reports were filed within stipulated
parties were in conflict with the interest of the time with the Stock Exchanges / other authorities
Company rather, they synchronize and synergies with except some form/returns with slight delay due to
the Company’s operations. Attention of members operational non-working of V3 Portal of Ministry of
is drawn to the disclosure of transactions with the Corporate Affairs.
related parties set out in note no. 39 of the Financial
Statements, forming part of the Annual Report. d) Vigil Mechanism/ Whistle Blower Policy
In accordance with the requirement of Section 177
The required statements / disclosures, with respect of the Act read with the Rules made thereunder and
to the related party transactions, are placed before Regulation 22 of Listing Regulations, the Company
the Audit Committee / Board, on quarterly basis in has formulated a ‘Vigil Mechanism / Whistle Blower
terms of Regulation 23(3) of the Listing Regulations Policy’ which provides a tool to the Directors and
and other applicable laws for approval / information. Employees of the Company to report genuine concerns
Prior omnibus approval is obtained for Related Party including unethical behavior, actual or suspected
Transactions which are of repetitive in nature. The fraud or violation of the Code of Conduct or Policy.
Company does not have any subsidiary. The Board The Policy also provides for adequate safeguards
of Directors has formulated a Policy on dealing with against victimization of Directors and employees
related parties, pursuant to the provisions of the Act who avail of the mechanism and direct access to the
and the Listing Regulations. The Policy intends to Chairperson of the Audit Committee in exceptional
ensure that proper reporting, approval and disclosure cases. The Audit Committee reviews the functioning
processes are in place for all transactions between of Whistle Blower Mechanism. The Whistle Blower
the Company and related parties. The Updated Policy Policy is available at the website of the Company at
is posted on the website of the Company at following following link: https://dxkvlfvncvqr8.cloudfront.net/
link: https://dxkvlfvncvqr8.cloudfront.net/media/ media/file/pdf/download_file/vigil---mechanism---
file/pdf/download_file/policy-on-materiality-of- policy-1607580776.pdf
related-party-transactions-1646633287.pdf
The Audit Committee periodically reviews the
The Policy intends to ensure that proper reporting, existence and functioning of the mechanism. It
approval and disclosure processes are in place for reviews the status of complaints received under this
all transactions between the Company and Related policy on a quarterly basis. This is affirmed that no
Parties. personnel has been denied access to the Chairman of
the Audit Committee.
Disclosure of related party transactions on a
standalone basis is also sent to the Stock Exchanges e) ompliance of Regulation 27 of the Listing
C
after publication of financial results for the half year. Regulations
b) Disclosure of Accounting Treatment The Company has complied with the mandatory
requirements specified in Regulation 17 to 27 & clause
The Company has followed all relevant Indian
‘b’ to ‘i’ of sub-regulation (2) of Regulation 46 of the
Accounting Standards (Ind-AS) while preparing the
Listing Regulations and Quarterly compliance report
Financial Statements.
on Corporate Governance, in the prescribed format
c)
Details of non-compliance by the listed entity, duly signed by the compliance officer, is submitted
penalties, strictures imposed on the listed entity quarterly with the Stock Exchanges where the shares
by stock exchange(s) or the board or any statutory of the Company are listed. The Company has also
authority, on any matter related to capital markets, complied with relevant para of Schedule V of Listing
during the last three years Regulations on Corporate Governance.
There has not been any non-compliance by the f)
Compliance of Mandatory and Non-Mandatory
Company and no penalties or stricture have been Requirements
imposed on the Company by Stock Exchange(s)
The Company has complied with all the mandatory
or SEBI or any statutory authority, on any matter
requirements of relevant regulations and schedules
related to capital markets, during the last three
of the Listing Regulations, relating to Corporate
years. The Company has complied with applicable
Governance. In addition to the mandatory
rules and regulations prescribed by Stock Exchange,
requirements, the Company has also adopted
SEBI or any other statutory authority relating to
the following non-mandatory requirements i.e.
Capital Market.

Regulation 27(1) read with Part E of Schedule II of the j)
Details of utilization of funds raised through
Listing Regulations: preferential allotment or qualified institutional
placements as specified under Regulation 32 (7A)
i. Modified opinion(s) in the audit reports
No allotment of shares was made through
The Auditors of the Company have issued
preferential allotment or qualified institutional
Audit Reports with unmodified opinion on
placements as specified under Regulation 32 (7A) of
the financial statements for the year ended
the Listing Regulations.
March 31, 2024.
ii. Reporting of Internal Auditors k) Total fees for all services paid by the listed entity
and its subsidiaries, on a consolidated basis, to the
Internal Auditors directly reports to the Audit
statutory auditor and all entities in the network
Committee.
firm/network entity of which the statutory auditor
g) Policy for Prevention of Insider Trading is a part
With a view to prevent trading of shares of the The total fee paid to statutory auditor is given in note
Company by an insider on the basis of unpublished no. 42 of Financial Statements.
price sensitive information, the Board has approved
l) Disclosures in relation to the Sexual Harassment of
Code for Prohibition of Insider Trading and Code
Women at Workplace (Prevention, Prohibition and
of Practices and Procedures for Fair Disclosure of
Redressal) Act, 2013:
Unpublished Price Sensitive Information in pursuance
of the Securities and Exchange Board of India As per the requirement of the Sexual Harassment
(Prohibition of Insider Trading) Regulations, 2015. of Women at the Workplace (Prevention, Prohibition
Under the Policy, insiders are prohibited to deal in the and Redressal) Act, 2013 (POSH), your Company has
Company’s shares while in possession of unpublished a robust mechanism in place to redress complaints
price sensitive information of the Company. The Code, reported under it. Status of Complaints during the
inter alia, lays down the procedures to be followed by year are as follows:-
Designated Persons (DPs) while trading/ dealing in a. number of complaints pending at the start of
Company shares and while sharing Unpublished Price the Financial Year - Nil
Sensitive Information (UPSI). The Code includes the b. number of complaints filed during the Financial
obligations and responsibilities of DPs, obligation Year - Nil
to maintain the digital database, mechanism for
c. number of complaints disposed of during the
prevention of insider trading and handling of UPSI.
Financial Year - Nil
The Company follows highest standards of d. number of complaints pending as on end of the
transparency and fairness in dealing with all Financial Year - Nil
stakeholders and ensures that no insider shall use
his or her position with or without knowledge of m) Certificate from Practicing Company Secretary:
the Company to gain personal benefit or to provide Your Company has obtained a certificate from a
benefit to any third party. Company secretary in practice that none of the
Directors on the board of the Company have been
h) Commodity price risk or foreign exchange risk and debarred or disqualified from being appointed or
Commodity hedging activities continuing as Directors of companies by the SEBI/
Your Company does not deal in commodities and Ministry of Corporate Affairs or any such statutory
hence the disclosure as required under Listing authority in accordance with Listing Regulations. The
Regulations is not applicable. During the Financial copy of the same is enclosed with this report.
Year 2023-24, Company had foreign exchange
exposure towards the import and export. However, n) All the recommendations of Board Committees have
the Company has hedged major part of the import been accepted by the Board of Directors during the
transactions. year.
i)
Policy for Determining Material Subsidiary 10. RECONCILIATION OF SHARE CAPITAL
Companies
A qualified Practicing Company Secretary carried out
The Company does not have any subsidiary, therefore, quarterly examination of Secretarial Records to reconcile
there is no policy for determining material subsidiary the total admitted share capital with NSDL and CDSL and
companies. the total issued and listed capital. The audit confirmed

that the total issued /paid-up capital was in agreement shareholding pattern, Corporate Governance Report,
with the aggregate of total number of shares in physical financial results, media releases and other material
form and the total number of dematerialized shares held information are also filed electronically on the designated
with NSDL and CDSL. portals.
11. CODE OF CONDUCT Website: Upto date financial results, annual reports,
shareholding patterns, official news releases, financial
The Company has framed and adopted a Code of Conduct
analysis reports, latest presentation made to the
(“Code”) for all the Board members and Senior Management
institutional investors and other general information about
Personnel of the Company. The Code is available on
the Company are available on the Company’s website
the Company’s website i.e. https://dxkvlfvncvqr8.
www.relaxofootwear.com.
cloudfront.net/media/file/pdf/download_file/code-
of-conduct-for-directors-and-senior-management_ 13. GENERAL SHAREHOLDERS INFORMATION
compressed-1687243242.pdf the Code is applicable to all
a) Annual General Meeting
Board members and Senior Management Personnel. The
Code is circulated to all the Board Members and Senior Date : August 29, 2024
Management personnel and its compliance is affirmed by Day : Thursday
them annually. Time : 10.30 a.m.
A declaration signed by Mr. Ramesh Kumar Dua, Managing Venue :

The Company is conducting meeting
Director of the Company, regarding affirmation of the through VC / OAVM pursuant to the
compliance with the Code by Board members and Senior MCA Circular bearing no. 20/2020 dated
Management for the Financial Year ended March 31, 2024, May 5, 2020 and 02/2021 dated January
is enclosed with this report. 13, 2021, 02/2022 dated May 5, 2022
and General Circular No.10/2022 dated
12 MEANS OF COMMUNICATION December 28, 2022 and accordingly
The Company ensures timely disclosure of all corporate there is no requirement to have a venue
financial information and other details relevant to the for the AGM. For details please refer to
members of the Company. the Notice of this AGM.
b) Financial Year
Publication of financial results:
The Company follows April to March as its Financial
During the Financial Year, Company’s quarterly, half-
Year i.e., April 1, 2023 – March 31, 2024. The results for
yearly and annual audited financial results were published
every quarter, beginning from April, will be declared
in Economic Times (in English Language- Mumbai and
within 45 days of the end of quarter, except for the
Delhi); and Navbharat Times (in Hindi Language- Delhi).
last quarter, which will be submitted, along with the
Also, the results were filed with the Stock Exchanges and
annual audited results within 60 days of the end of
uploaded on the website of the Company. i.e. https://
the last quarter or such extended date prescribed by
www.relaxofootwear.com/financial-results
SEBI from time to time.
News releases, presentations to Institutional Investors c) Cut-off Date:
or to the Analysts: Official news releases, official media
Thursday, August 22, 2024
releases and presentation to institutional investors and
analysts are sent to stock exchanges and uploaded on the d) Dividend Payment Date:
Company’s website i.e. https://www.relaxofootwear.com/ On or before September 27, 2024 (subject to approval
investor-relations of shareholders in AGM).
NSE Electronic Application Processing System (NEAPS)/ e) Registered Office:
BSE Corporate Compliance & Listing Centre: The NEAPS/ Aggarwal City Square, Plot No. -10 Manglam Place,
BSE Listing Centre is a web-based application designed District Centre, Sector-3 Rohini, Delhi -110085,
for corporates. All periodical compliance fillings, like Tel.: 011- 46800600, 46800700.

f) Listing on Stock Exchanges:
Status of listing fee paid
Name and address of the Stock Exchange Scrip Code
for the FY 2024-25
National Stock Exchange of India Limited RELAXO Paid
Exchange Plaza C-1, Block - G, Bandra-Kurla Complex, Bandra (E) Mumbai-400 051
BSE Limited 530517 Paid
Phirozee Jeejeebhoy Towers, Dalal Street, Mumbai-400001.
Further, the trading in the securities of the Company were not suspended during the year under review on any of the
exchange.
g) Market Price Data

Table showing monthly price movement on NSE & BSE during the Financial Year 2023-24: (in H)
NSE BSE
Month & Year
High Low Close High Low Close
Apr-23 861.90 801.05 843.25 861.50 802.50 843.35
May-23 909.80 836.00 902.10 909.95 835.05 901.55
Jun-23 941.85 891.00 909.00 945.45 890.40 909.00
Jul-23 959.40 879.20 946.10 958.60 879.00 944.45
Aug-23 974.00 836.65 944.90 974.00 845.00 909.25
Sep-23 935.00 880.00 900.65 937.15 880.50 900.75
Oct-23 936.85 860.00 898.00 936.45 861.30 898.75
Nov-23 959.00 885.00 910.05 958.00 886.00 909.45
Dec-23 927.95 890.60 903.50 928.65 890.40 903.05
Jan-24 911.50 842.35 860.10 911.05 842.60 860.80
Feb-24 882.00 827.25 835.70 881.70 830.00 837.60
Mar-24 949.00 762.45 817.30 949.85 762.50 816.00
Based on the monthly closing share price of Relax Shares and Nifty 50
1500.00
24000
1200.00 Relaxo Share Price
20000
900.00
Nifty 50
16000
12000 600.00
8000 300.00
4000 0.00
Apr- May- Jun- Jul- Aug- Sep- Oct- Nov- Dec- Jan- Feb- Mar-
23 23 23 23 23 23 23 23 23 24 24 24
Month
Nifty 50 Relaxo Share Price
Source: www.nseindia.com

Based on the monthly closing data of Relaxo Share Price and BSE Sensex
80,000.00 1500.00
1200.00
Relaxo Share Price

60,000.00
BSE Sensex
900.00
40,000.00
600.00
20,000.00
300.00
0.00 0.00
Nov- Dec- Jan- Feb- Mar-

Apr- May- Jun- Jul- Aug- Sep- Oct-
23 23 24 24 24
23 23 23 23 23 23 23
Month
BSE Sensex Relaxo Share Price
Source: www.bseindia.com
h) Registrar and Share Transfer Agent (RTA): SEBI i) Share Transfer System
has made it mandatory for all the listed companies In accordance with the proviso to Regulation 40(1)
that all the work relating to share transfer / registry, of the Listing Regulations, transfers of shares of
physical and demat registry work, to be handled the Company shall not be processed unless the
either wholly ‘in house’ by companies or wholly shares are held in the dematerialized form with
by a SEBI registered external Registrar and Share a depository. Accordingly, shareholders holding
Transfer Agent. The Company has appointed M/s. equity shares in physical form are urged to have
KFin Technologies Limited (Formerly known as KFin their shares dematerialized so as to be able to
Technologies Private Limited) as the Registrar and freely transfer them and participate in various
Share Transfer Agent of the Company. As required corporate actions, now as per Amendment in SEBI
under Regulation 7(3) of the Listing Regulations, the (Listing Obligations and Disclosure Requirements)
Company files, on yearly basis, certificate issued by (Amendment) Regulations, 2022, w.e.f. January 24,
RTA and compliance officer of the Company certifying 2022, transmission or transposition of securities held
that all activities in relation to share transfer facility in physical or dematerialized form shall be effected
are maintained by RTA registered with SEBI i.e. KFin only in dematerialized form only. All the shareholders
Technologies Limited. Detail of the Registrar and are advised to adhere SEBI Circular SEBI/HO/MIRSD/
Share Transfer Agent of the Company is given below: MIRSD_RTAMB/P/CIR/2021/655 dated November 3,
2021.
M/s. KFin Technologies Limited
(formerly KFin Technologies Private Limited) Pursuant to Regulation 40(9) & 40(10) of the Listing
Selenium Building, Tower B, Regulations, Certificate on yearly basis confirming
Plot 31-32, Financial District due compliance with all pending Share Transfer
Gachibowli, Hyderabad, Telangana – 500 032, formalities by the Company and Certificate for timely
Email : [email protected] dematerialization of shares as per SEBI (Depositories
website: www.kfintech.com and Participants) Regulations, 2018, have been
Phone: 040 – 67162222 & 33211000 submitted with stock exchanges.

j) Distribution Pattern as on March 31, 2024:
i) Shareholding pattern* (in form of size):
S. No. of Equity 2024 2023
N. Shares held No. of % of total No. of % of No. of % of total No. of % of
Share- Share Shares held total Share- Share- Shares held total
holders holders Shares holders holders Shares
1 1 - 5000 2,68,993 99.85 1,07,84,444 4.33 3,58,252 99.88 1,41,15,134 5.67
2 5001 - 10000 209 0.08 15,32,842 0.62 246 0.07 18,14,619 0.73
3 10001 - 20000 66 0.02 9,42,864 0.38 83 0.02 11,69,275 0.47
4 20001 - 30000 26 0.01 6,55,316 0.26 24 0.01 5,89,641 0.24
5 30001 - 40000 17 0.01 5,97,515 0.24 18 0.01 6,27,473 0.25
6 40001 - 50000 10 0.00 4,58,608 0.18 12 0.00 5,43,196 0.22
7 50001 - 100000 26 0.01 17,23,669 0.69 26 0.01 17,29,085 0.69
8 100001 & Above 41 0.02 23,22,43,328 93.29 39 0.01 22,83,37,623 91.73
Total 2,69,388 100.00 24,89,38,586 100.00 3,58,700 100.00 24,89,26,046 100.00
*on the basis of consolidation of PAN.
ii) Shareholding pattern* (in form of Ownership Category):

S. Category 2024 2023
N. No. of % of total No. of % of No. of % of total No. of % of
Shareh- Share- Shares held total Share- Share- Shares held total
olders holders Shares holders holders Shares
1 Promoters 12 0.00 17,74,16,146 71.27 12 0.00 17,73,62,821 71.25
2 Bodies corporate 309 0.11 2,50,55,271 10.06 509 0.15 2,58,69,908 10.39
3 Resident 2,63,262 97.73 1,38,86,178 5.58 3,50,643 97.75 1,74,77,419 7.02
individuals
4 HUF 1,433 0.53 2,70,626 0.11 1,850 0.51 2,89,527 0.12
5 Clearing 6 0.00 555 0.00 21 0.00 2,255 0.00
Members
6 Non-resident 4,221 1.57 6,04,327 0.24 5,512 1.52 8,86,857 0.36
Indians
7 Foreign Portfolio 122 0.05 82,56,826 3.32 127 0.03 70,07,761 2.82
Investors
8 Others 23 0.01 2,34,48,657 9.42 26 0.04 2,00,29,498 8.04
Total 2,69,388 100 24,89,38,586 100.00 3,58,700 100 24,89,26,046 100
*on the basis of consolidation of PAN.
k) Dematerialization of Shares: Pursuant to the provisions of the Investors Education and

The Company’s shares are compulsorily traded in Protection Fund Authority (Accounting, Audit, Transfer and
Dematerialized form and are available for trading with Refund) Rules, 2016 notified by the Ministry of Corporate
both the Depositories: Affairs (“MCA”) as amended from time to time, all shares
in respect of which dividend has not been paid or claimed
• National Securities Depository Limited (“NSDL”)
by the shareholders for seven consecutive years or more
• Central Depository Services (India) Limited (“CDSL”) are liable to be transferred to the Investors Education
and Protection Fund (“IEPF”) established by the Central
The shareholders can hold the Company’s shares with
Government.
any of the depository participants, registered with
these depositories. ISIN for the Company’s shares is In compliance with the aforesaid provisions, during the
INE131B01039. The Company’s equity shares are frequently year the Company has transferred a total of 12,227 (Twelve
traded, thus maintaining liquidity, at the BSE Limited and Thousand Two Hundred and Twenty-Seven) equity shares
National Stock Exchange of India Limited. to the IEPF Authority.

The details of shares of the Company in demat and physical forms, as on March 31, 2024, is given below:
Particulars No. of Shares % of Paid up Capital No. of Shareholders
National Securities Depository Limited (a) 24,00,32,899 96.42 56,507
Central Depository Services (India) Limited (b) 85,01,862 3.42 2,19,260
Shares in Demat Form (a+b) 24,85,34,761 99.84 2,75,767
Shares in Physical Form (c) 4,03,825 0.16 115
Total (a+b+c) 24,89,38,586 100.00 2,75,882
* for the purpose of showing no. of shareholders in NSDL and CDSL, only number of record are counted as number of shareholders (i.e. without
PAN consolidation).
l)
Outstanding Global Depository Receipts or received from the investors. During the year under
American Depository Receipts or warrants or any review, a total of 119 investors’ complaints were
convertible instruments, conversion date and resolved and no complaint was pending as on March
likely impact on equity; 31, 2024.
The Company does not have any outstanding Global
n) Plant Locations
Depository Receipts or American Depository Receipts
or warrants or any convertible instruments. Location of Plants of the Company is given below :-
• RFL-I & II - 326-327, MIE, Bahadurgarh,
m) Investors Correspondence:
(Haryana)
All enquiries, clarifications and correspondence
should be addressed to the Compliance Officer at the • RFL-III - A-1130 & 1130 (A), RIICO Industrial Area,
following address: Phase-III, Bhiwadi, (Rajasthan)
Mr. Ankit Jain, • RFL-IV - 30/3/2, Mooja Hasanpur, Tikri Border

Company Secretary & Compliance Officer / Bahadurgarh, (Haryana)
Nodal Officer,
• RFL-V - 83-92, SIDCUL Industrial Area, BHEL,
Haridwar, (Uttarakhand)
Aggarwal City Square, Plot No. -10, Manglam Place,
District Centre, Sector-3 Rohini Delhi -110085 • RFL-VI - 342-343, Footwear Park, Industrial
E-mail: [email protected] Estate, Sector-17, Bahadurgarh, (Haryana)
The Company addresses all complaints, suggestions, • RFL-VII - 328-329, MIE, Bahadurgarh, (Haryana)
grievances and other correspondence expeditiously • RFL-VIII - 37, Sector 4B, Bahadurgarh, (Haryana)
and replies are sent usually within 7-10 working days
• RFL-IX - Plot No. SP – 6 & 7 Kaharani, Bhiwadi
except in case of other impediments. The Company
Extn, (Rajasthan)
endeavours to implement suggestions as and when
o) Corporate Identity Number (CIN): L74899DL1984PLC019097
p) Per Share Data:
Particulars 2023-24 2022-23 2021-22 2020-21 2019-20
Net Earning (H in Crores) 200.47 154.47 232.68 291.56 226.25
Cash Earning (H in Crores) 349.53 280.52 343.16 399.15 326.21
EPS-Basic (in H) 8.05 6.21 9.36 11.74 9.12
Dividend (including Interim Dividend per share) (in H) 3.00 2.50 2.50 2.50 1.25
Dividend Pay out (%) 37.27 40.26 26.71 21.29 13.71
Book Value Per Share (in H) 80.39 74.52 70.71 63.29 51.26
Face value Per Share (in H) 1.00 1.00 1.00 1.00 1.00
q) There were no outstanding ADRs/GDRs/Warrants or r) Credit Rating

any other convertible instruments, conversions date During the Financial Year 2023-24, ICRA has
and likely impact on equity during the year under reaffirmed the long term rating of the Company at
review. [ICRA] AA (pronounced ICRA Double A). The Outlook
on the long-term rating was Stable.

Additionally, ICRA has also reaffirmed short term Station and an intimation shall be sent to the
rating of the Company at [ICRA] A1+ (pronounced Company along with original or certified copy of
ICRA A one plus) which is the highest rating for the FIR/acknowledgement of the Complaint.
category.
iv) Beneficial owners of shares, in demat form,
Further, the Company does not have any debt are advised that in terms of the Regulations
instruments as on date and during the year under of NSDL & CDSL, their Bank Account details, as
review. Accordingly, the requirements of obtaining furnished to the Depository Participants (“DP”)
credit rating is not applicable. will be printed on their Dividend Warrants. The
Company will not entertain requests for change
Also, the Company does not have any fixed deposit of such bank details printed on their dividend
programme or any scheme or proposal of the listed warrants.
entity involving mobilization of funds, whether in
India or abroad, as on date and during the year under v) Members holding shares in physical form, are
review. requested to notify to the Company, change
in their Address/Pin Code Number and Bank
s)
Transfer of unclaimed amount to Investors Account details promptly.
Education and Protection Fund (IEPF)
Pursuant to the provisions of Section 124, 125 and vi) Beneficial owners of shares in demat form, are
other relevant rules of the Act, the dividend declared requested to send their instructions regarding
by the Company which remain unpaid/unclaimed for change of address, bank details, nomination,
a period of seven years shall be transferred by the power of attorney etc. directly to their DP as the
Company to Investor Education and Protection Fund same are maintained by them.
established by the Central Government.
vii) Section 72 of the Act extends nomination facility
During the year under review, the Company to individuals holding shares in physical form
has deposited unclaimed dividend amounts of in Companies. Members, in particulars those
H1,98,991.20 from the Final Dividend for the year 2015 holding shares in single name, may avail of the
- 16 due for transfer to IEPF. above facility by furnishing the particulars of
their nomination in the prescribed Nomination
The details of disclosure with respect to unclaimed form.
demat suspense account / unclaimed suspense
account is provided in point no. 46 of the Board’s viii) As per SEBI Circular No. SEBI/HO/MIRSD/
Report. MIRSD_RTAMB/P/CIR/2021/655 dated
November 3, 2021, SEBI/HO/MIRSD/MIRSD_
t) During the Financial Year 2023-24, Company had RTAMB/P/ CIR/2021/687 dated December
foreign exchange exposure towards the import and 14, 2021 and SEBI/HO/MIRSD/MIRSD-PoD-
export. However, the Company has hedged major 1/P/CIR/2023/37 dated March 16, 2023, it is
part of the import transactions. mandated by the SEBI to mandatorily update
the PAN, KYC, Nomination details, Bank details,
u) Other useful information for the shareholders: Contact details and Specimen Signature of all
i) Equity Shares of the Company are under shareholders holding shares in physical form
compulsory demat trading. To avail the and compulsory linking of PAN with Aadhar
advantage of scripless trading, Shareholders number by all shareholders.
are advised to consider dematerialization of
their shareholding so as to avoid inconvenience ix) Disclosure of Loans and advances given by
in future. Company and its subsidiaries, in the nature of
loans to firms/companies in which directors are
ii) Members/Beneficial owners are requested to interested by name and amount: Not applicable
quote their Folio No./ D.P. & Client ID Nos. as
the case may be, in all correspondence with the x) Details of material subsidiaries; including the
Company. date and place of incorporation and the name
and date of appointment of the statutory
iii) In case of loss/misplacement of shares, a auditors of such subsidiaries: Not applicable,
complaint shall be lodged with the Police since Company have no subsidiary.

xi) Disclosure of certain types of agreements xiii) Other items (if any) which are not applicable to the
binding the Company: (Information disclosed Company have not been separately commented
under clause 5A of paragraph A of Part A of upon.
Schedule III): Not Applicable, since Company
has not entered into any such agreement.
xii) Non-compliance of any requirement of For and on behalf of the Board of Directors
corporate governance report of sub-paras (2)
to (10) of Schedule V of Listing Regulations, Ramesh Kumar Dua Mukand Lal Dua
Delhi, Chairman & Managing Director Whole Time Director
with reasons thereof shall be disclosed: Not
May 9, 2024 DIN: 00157872 DIN: 00157898
applicable.

CEO /CFO CERTIFICATION
To,
The Board of Directors
Subject: CEO / MD and CFO Certification
We Ramesh Kumar Dua, Chairman & Managing Director and Sushil Batra, Executive Director and CFO of Relaxo Footwears Limited,
certify that:
1. We have reviewed financial statements and the cash flow statements for the Financial Year ended on March 31, 2024.
2. To the best of our knowledge and information:
(i) these statements do not contain any untrue statement or omit any material fact or contain statements that might be
misleading.
(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
3. There are, to the best of our knowledge and belief, no transactions, entered into by the Company during the year ended on March
31, 2024 which are fraudulent, illegal or violative of the Company’s Code of Conduct.
4. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the
effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors
and the Audit Committee, deficiencies in design or operation of such internal controls, if any, of which we are aware and the
steps we have taken or propose to take to rectify these deficiencies.
5. i. There have not been any Significant changes in internal control over financial reporting during the year under reference;
ii. The significant changes in accounting policies during the year and that the same have been disclosed in the notes to the
financial statements, if any; and
iii. We are not aware of any instances during the year of significant fraud with involvement therein of the management or an
employee having a significant role in the Company’s internal control system over financial reporting.
Ramesh Kumar Dua Sushil Batra

Chairman & Managing Director Executive Director &CFO
Delhi, May 9, 2024 DIN: 00157872 DIN: 09351823
DECLARATION
I hereby confirm that the Company has received from all the members of the Board and Senior Management, for the financial year
ended March 31, 2024, a confirmation that they are in compliance with the Company’s Code of Conduct.
Ramesh Kumar Dua

Chairman & Managing Director
Delhi, May 9, 2024 DIN: 00157872

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)
To
The Members of
Aggarwal City Square, Plot No. 10, Manglam Place,
District Centre, Sector-3, Rohini,
Delhi-110085
I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Relaxo Footwears
Limited having CIN L74899DL1984PLC019097 and having registered office at Aggarwal City Square, Plot No. 10, Manglam Place,
District Centre, Sector-3, Rohini, Delhi-110085, (hereinafter referred to as ‘the Company’), produced before me by the Company for the
purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN)
status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, I
hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March,
2024 have been debarred or disqualified from being appointed or continuing as Director of companies by the Securities and Exchange
Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.
S. N. Name of Director DIN Date of appointment
1. Ramesh Kumar Dua 00157872 13/09/1984
2. Mukand Lal Dua 00157898 13/09/1984
3. Nikhil Dua 00157919 22/02/1997
4. Gaurav Kumaar Dua 09674786 26/07/2022
5. Deval Ganguly* 00152585 05/11/2012
6. Vivek Kumar** 00206819 30/01/2007
7. Pankaj Shrimali** 00013142 29/05/2010
8. Deepa Verma 06944281 18/09/2014
9. Rajeev Rupendra Bhadauria 00376562 23/08/2019
10. Kuldip Singh Dhingra 00048406 26/07/2022
* Mr. Deval Ganguly (DIN: 00152585) resigned from the position of Whole Time Director of the Company w.e.f. closure of working hour on
March 31, 2024.
** Mr. Pankaj Shrimali (DIN: 00013142) and Mr. Vivek Kumar (DIN: 00206819) ceased from the position of Independent Director w.e.f. closure of
working hour on March 31, 2024 due to completion of 2nd term as Independent Directors of the Company.
#
Mr. Sushil Batra (DIN: 09351823), Chief Financial Officer of the Company was appointed as Executive Director and Chief Financial Officer of the
Company w.e.f. April 01, 2024.
#
Mr. Yogesh Kapur (DIN: 00070038) and Mr. Raj Kumar Jain (DIN: 01741527) were appointed as Independent Directors of the Company w.e.f.
April 01, 2024.
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the
Company. My responsibility is to express an opinion based on my verification. This certificate is neither an assurance as to the future
viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.
CS Baldev Singh Kashtwal

Membership No.: 3616
C. P. No. : 3169
ICSI-UDIN: F003616F000306050
Place: Delhi ICSI Peer Review Certificate No. :1205/2021
Date : May 4, 2024 ICSI Unique Identification No. :I1999DE144000

MANAGEMENT DISCUSSION & ANALYSIS
This report includes statements representing the Company’s The industry is an essential aspect of India’s manufacturing
belief and may be regarded as ‘Forward-Looking Statements’ sector and is expected to contribute significantly to the nation’s
describing our objectives and plans. These forward-looking economic growth in the coming years. With the increasing demand
statements are subject to various risks and uncertainties of footwear globally, the Indian footwear industry is poised to
including but not limited to, government actions, local & become a significant player in the global market; offering unique
global political or economic developments, legislative changes, and diverse products that appeal to customers worldwide.
technological advancements, risks inherent in the Company’s
growth strategy, reliance on specific suppliers and other factors Premiumization Trend in Footwear
that could lead to actual results which could materially differ from In the recent years, India has experienced a significant surge in
those anticipated by the pertinent forward-looking statements. socio-economic progress, leading to a burgeoning middle class
with rising disposable income and growing aspirations. This has
The forward-looking statements contained in this report
accelerated the shift towards branded and premium products,
are provided as on the date of this report, and we commit
driving growth in the Indian footwear market.
to continuously evaluate and update these statements as
necessary to reflect any subsequent events or circumstances. The dynamic nature of lifestyles, evolving buying habits and the
impact of social media have brought rapid changes in fashion
Industry Structure and Developments trends; leading to a substantial influence on the footwear
The global footwear market has experienced a noteworthy rise in industry. Consumers are now seeking footwear products that
demand, primarily driven by lifestyle changes, economic growth align with their evolving lifestyle and fashion preferences. The
and increased emphasis on health; particularly, in the aftermath fashion industry is responding to these changes by offering a
of the pandemic. Consumers have shifted their perception of diverse range of footwear products that cater to the needs and
footwear from a mere functional requirement to a lifestyle preferences of consumers.
accessory; necessitating occasion-based usage, thereby leading
Furthermore, the increasing awareness towards fitness and
to a surge in overall demand. This trend is set to continue with
well-being has additionally spurred the growth and styling of
a forecasted CAGR (Compound Annual Growth Rate) of 12 -14%
footwear; particularly, in the branded segment. Consumers
over the next 5 (five) years1.
are now seeking footwear products which not only look stylish
India’s Footwear Industry is flourishing and currently stands but also provide comfort and support for their active lifestyles.
as the world’s second largest producer of footwear, following The branded segment of the footwear market is particularly
China. The Industry, which is growing at an unprecedented rate, benefiting from this trend, with consumers seeking out
offers a wide range of traditional and modern footwear in both premium footwear products that offer a blend of style, comfort
leather and non-leather categories. The industry is a significant and functionality.
employer, providing nationwide employment opportunities and
All these factors have resulted into a significant rise in demand
contributing extensively towards the Nation’s economy.
for premium footwear products and have accelerated the growth
A report by Invest India on the non-leather footwear industry has of the Indian footwear market. The industry is now undergoing a
predicted remarkable growth for the sector, with an anticipated rapid transformation with new players entering the market and
8 (eight) fold expansion2 by the year 2030. Additionally, the established players expanding their product portfolios to cater
share of the unorganised sector is declining steadily; leading to to the evolving needs of consumers. As the industry continues
the growth of branded footwear and BIS certified products. to evolve, it is expected that the demand for premium footwear
products will continue to rise.
The footwear market in India is experiencing a noticeable
shift in consumer behaviour on the back of rising disposable Growth of E-Commerce, Quick Commerce and Innovative
income, greater accessibility to products and change in attitude Buying Experiences
towards health-conscious and fitness oriented activities. This
In recent times, India is witnessing growth in online marketplaces,
has prompted individuals to seek out products that cater to
supported by rapidly developing logistics and technological
specific use occasions that has led to the development of
infrastructure. This development has created an enabling
new segments in footwear. These are now driving growth
landscape that makes it easier for businesses to tap into latent
in individual categories such as slippers, sandals and shoes.
demand across the Country. Companies have quickly taken notice
Industry leaders are continually Innovating their offerings with
of this emerging trend and have reworked their strategies to
a focus on optimising price, performance and aesthetics to cater
capitalise it, earmarking sizeable investments in this area.
to the evolving demand.
1
https://www.maximizemarketresearch.com
2
https://investindia.gov.in/

Furthermore, the introduction of innovative experiences such as Additionally, during the course of regular business, competition
Omni channel, BNPL (Buy Now, Pay Later), and Quick Commerce from domestic and international brands is ever-increasing.
has added further excitement to this arena. These features have Talent retention, tackling counterfeit goods, product quality
enabled businesses to create a more personalised and engaging management, innovation and new product development and
shopping experience for their customers which has proven to rapidly evolving consumer preferences are some of the factors
be a major hit in the market. As a result, start-ups of all kinds that impact the industry.
are actively jumping on this bandwagon, seeking to leverage
these features to their advantage. Notably, Indian consumers Despite facing challenges such as labour management and
have become increasingly at ease with technology and digital technological developments, your Company has consistently
ecosystems, making them more receptive to this transition. The demonstrated its ability to navigate through the risks and
abundance of choices, convenience and price optimisation that uncertainties. With nine state-of-the-art manufacturing units,
this landscape offers have made them the ultimate winners in your Company is well-equipped to tackle any challenge that
this scenario. comes its way.
Opportunities and Challenges To mitigate risks, your Company proactively monitors its major
concerns and takes appropriate steps in consultation with the
Opportunities:
Risk Management Committee and the Board of Directors of the
The Indian Footwear Industry is expected to experience Company.
significant growth due to various favourable macro factors. The
country’s infrastructure development, increasing urbanisation, With over four decades of experience in the manufacturing and
changing consumption patterns, growth in organised retail marketing of footwear, your Company has a strong foundation
and conducive business environment will all contribute to to overcome any obstacle. Your Company is committed to
the industry’s momentum. Although, ~ 90% of the footwear deliver high-quality products and services to customers while
produced in India is consumed domestically, there is potential maintaining a safe and fair work environment for its employees.
for this to increase in the near future.
Internal Control System and its Adequacy
The industry has a competitive advantage over its international A separate paragraph on internal control systems and its
counterparts given its access to cost-efficient skilled manpower adequacy has been provided in the Board’s Report.
and abundant raw materials; which has potential to become a
manufacturing hub for exports; generating notable employment Human Resources / Industrial Relations
opportunities for the weaker sections of the society with the Your Company has made commendable efforts over the last year
right policies in place. to improve employee benefits and retention. The Board’s Report
provides detailed information about these initiatives under point
The growth of India’s economy has led to noticeable changes in the
number 3. The Company has enjoyed a positive and collaborative
consumption patterns of footwear. The positive socio-economic
relationship with its employees throughout the year. The
changes in tier II and III cities along with a conducive business
number of employees have increased from 6,736 as on March
environment, have opened up new opportunities for growth.
31, 2023, to 7,704 as on March 31, 2024. Overall, the Company’s
Challenges, Risks & Concerns: initiatives have been effective and it is vital to continue focusing
on improving employee satisfaction and retention.
FY23 was marred by significant unrest on a global scale, caused
by geopolitical tensions and an ongoing war in Europe, which Financial Performance of the Company
has continued into FY24 as well with tensions opening in West
During the FY24, your Company achieved a revenue of H2914.06
Asia as well. The resulting disruption in supply chains has led to
crores and profit of H200.47 crores. Detailed report on financial
the scarcity of raw materials, triggering inflationary pressures
performance of the Company is provided in point no. 2 & 3 of the
worldwide.
Board’s Report.
The Indian footwear industry is grappling with regulatory
The Board has recommended a final dividend @300% equivalent
pressures and evolving commercial and technical norms that
to H3/- per equity share of H1/- each fully paid up for the FY24.
demand compliance, potentially impacting business and
financial performance in the short run. Despite the industry’s The capital expenditure incurred during the FY24 amounted
transition towards organisation, small-scale players continue to H231.80 Crores as compared to H174.35 Crores in FY23. The
to pose strong price competition to those trading in branded capital expenditure was in line with the growth strategy of your
products, necessitating innovation and adoption of technology. Company and was funded through internal accruals.
The Industry’s financial performance is exposed to risk arising Your Company has no term loan outstanding as on
from material price changes and exchange rate fluctuations. March 31, 2024.

Your Company has only one segment i.e. ‘Footwear and related products’ and the performance is already captured in point no. 2 & 3
of the Board’s Report and Financial Statements.
Details of Significant changes in Key financial ratios along with explanation

In compliance with the requirement of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred as Listing Regulations), the key financial ratios along with explanation for significant changes
(i.e. changes of 25% or more as compared to the immediately preceding financial year) has been provided hereunder:
Change in % between
S.N. Particulars UOM 2023-24 2022-23 Explanation / Reason for Change
Current FY & Previous FY
1 Debtors Turnover Times 8.38 9.69 -13.52 -
2 Inventory Turnover Times 3.36 3.20 5.00 -
3 Interest Coverage Ratio Times 15.41 11.92 29.28 Due to increase in EBIT
4 Current Ratio Times 2.40 2.54 -5.51 -
5 Debt Equity Ratio Times 0.01 - 100.00 Utilisation of working capital limits
6 Operating Margin i.e. EBITDA % 13.95 12.07 15.58 -
7 Net Profit Margin % 6.93 5.59 23.97 -
8 Return on Net worth % 10.40 8.55 21.64 -
Disclosure of Accounting Treatment, if different from that prescribed in an Accounting Standard: Not Applicable
Outlook
India’s economy is experiencing a strong growth trajectory having secured its position as the 5th (fifth) largest economy in the world.
India is already targeting to be the third largest economy in the next 3-4 years.
The country is a top choice for foreign direct investment among all emerging economies. A stable political environment, infrastructural
development, conducive economic policies, ease of doing business and growing middle class are all contributing to its continued
success.
As raw material prices continue to remain stable and the steadiness of supply chains improves, we can expect even better financial
performance. Your company’s position of leadership in all its brands, combined with a ‘Customer First’ approach, a committed
distribution network and proactive marketing strategies, provides effective protection against competitive threats.
Let us continue to build on India’s success story by adopting constructive strategies that propel us towards sustained growth.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
(BRSR)
SECTION A General disclosures
SECTION B Management and process disclosures
SECTION C Principle-wise performance disclosure
Principle 1 Businesses should conduct and govern themselves with integrity and in a manner that is ethical,
transparent, and accountable
Principle 2 Businesses should provide goods and services in a manner that is sustainable and safe
Principle 3 Businesses should respect and promote the well-being of all employees, including those in their value
chains
Principle 4 Businesses should respect the interests of and be responsive to all its stakeholders
Principle 5 Businesses should respect and promote human rights
Principle 6 Businesses should respect and make efforts to protect and restore the environment
Principle 7 Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is
responsible and transparent
Principle 8 Businesses should promote inclusive growth and equitable development
Principle 9 Businesses should engage with and provide value to their consumers in a responsible manner
Section A: General Disclosures

I. Details of the listed entity
1. Corporate Identity Number (CIN) of the Listed Entity L74899DL1984PLC019097
2. Name of the Listed Entity Relaxo Footwears Limited
3. Year of Incorporation 1984
4. Registered office address Aggarwal City Square, Plot No.-10, Manglam Place, District Centre,
Sector-3, Rohini, Delhi- 110085
5. Corporate address Aggarwal City Square, Plot No.-10, Manglam Place, District Centre,
Sector-3, Rohini, Delhi- 110085
6. E-mail [email protected]
7. Telephone 011-46800600 / 46800700
8. Website www.relaxofootwear.com
9. Financial year for which reporting is being done 2023-24
10. Name of the Stock Exchange(s) where shares are listed National Stock Exchange of India Limited (NSE) and BSE Limited
(BSE)
11. Paid-up Capital H24,89,38,586/-
12. Name and contact details (telephone, email address) of the person Mr. Ankit Jain
who may be contacted in case of any queries on the BRSR report 011-46800600 / 46800700
[email protected]
13. Reporting boundary- Are the disclosures under this report made Disclosures made in this report are on a standalone basis and pertain
on a standalone basis (i.e. only for the entity) or on a consolidated only to Relaxo Footwears Limited
basis (i.e. for the entity and all the entities which form a part of its
consolidated financial statements, taken together).
14. Name of assurance provider Not Applicable
15. Type of assurance obtained Not Applicable

II. Products/Services
16. Details of business activities (accounting for 90% of the turnover):
S. Description of Main Activity Description of Business Activity % of Turnover
No. of the entity
1. Manufacturing and Sale of Footwear Relaxo Footwears Limited is a leading manufacturer of a diverse range of high- 99.60
quality footwear articles. Our extensive product line is distributed and made
available to customers through an extensive network of authorized distributors and
retailers.
17. Products/Services sold by the entity (accounting for 90% of the turnover):
S. Product/Service NIC Code % of total Turnover contributed
No.
1. Manufacture of footwear 1520 99.60
III. Operations
18. Number of locations where plants and/or operations/offices of the entity are situated:
S. Location Number of plants Number of offices Total
No.
1. National 9 1 10
2. International - 1 1
19. Markets served by the entity:

a. Number of locations
S. Locations Number
No.
1. National (No. of States) PAN India
2. International (No. of Countries) 32
b. What is the contribution of exports as a percentage of the total turnover of the entity?
4.46
c. A brief on types of customers

The Company is involved in the manufacturing and sale of footwear products. These products are made available to
end consumers across all age groups through a network of distributors and retailers spanning across India. Additionally,
the Company serves its end consumers directly through Exclusive Brand Outlets (B2C) and online E-Commerce channels
as well.
IV. Employees
20. Details as at the end of Financial Year:
a. Employees and workers (including differently abled):
S. Particulars Total Male Female

No. (A) No. (B) % (B/A) No. (C) % (C/A)
Employees
1. Permanent (D) 2,565 2,483 96.80 82 3.20
2. Other than permanent (E) 448 448 100 - -
3. Total employees (D+E) 3,013 2,931 97.27 82 2.72
Workers
4. Permanent (F) 5,143 4,734 92.05 409 7.95
5. Other than permanent (G) 15,541 12,554 80.78 2,987 19.22
6. Total workers (F+G) 20,684 17,288 83.58 3,396 16.42

b. Differently abled Employees and workers:
S. Particulars Total Male Female

No. (A) No. (B) % (B/A) No. (C) % (C/A)
DIFFERENTLY ABLED EMPLOYEES
1. Permanent (D) 4 4 100 - -
2. Other than permanent (E) - - - - -
3. Total Differently abled employees (D+E) 4 4 100 - -
DIFFERENTLY ABLED WORKERS
4. Permanent (F) 6 6 100 - -
5. Other than permanent (G) 12 11 91.67 1 8.33
6. Total Differently abled workers (F+G) 18 17 94.44 1 5.55
21. Participation/Inclusion/Representation of women:

Particulars Total No. and percentage of Females
No. (A) No. (B) % (B/A)
Board of Directors 10 1 10.00
Key Management Personnel 2 - -
22. Turnover rate for permanent employees and workers:

Category FY 2024 FY 2023 FY 2022
Male Female Total Male Female Total Male Female Total
(%) (%) (%) (%) (%) (%) (%) (%) (%)
Permanent employees 12.59 12.99 12.62 16.37 10.29 16.22 17.06 12.50 16.94
Permanent workers 15.52 6.91 14.84 31.15 9.70 29.61 19.85 9.85 19.17
V. Holding, Subsidiary and Associate Companies (including Joint ventures)
23. (a) Names of holding/subsidiary / associate companies / joint ventures

The Company doesn’t have any holding/subsidiary/associate companies/joint ventures during the Financial Year under review.
VI. CSR details
24. (i) Whether CSR is applicable as per section 135 of the Companies Act, 2013: Yes
(ii) Turnover (in D) – 2893.60 Crores
(iii) Net worth (in D) – 2001.11 Crores

VII. Transparency and Disclosure Compliances
25. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business
Conduct :
Stakeholder group from Grievance Redressal FY 2024 FY 2023
whom complaint is Mechanism in Place (Yes/No) Number of Number. of Remarks Number of Number of Remarks
received (If yes, then provide web-link complaints complaints complaints complaints
for grievance redressal policy) filed during pending filed during pending
the year resolution at the year resolution at
close of the close of the
year year
Communities Yes - - - - - -
Investors (Other than Yes - - - - - -
Shareholders)
Shareholders Yes 118 0 - 84 1 -
Employees and workers Yes 506 0 - 419 0 -
Customers Yes 2366 0 - 2165 0 -
Value Chain Partners Yes - - - - - -
Other (For Discount Yes - - - 1 0 -
Coupon for Company’s
products)
Web link for Vigil Mechanism/Whistle Blower Policy

https://dxkvlfvncvqr8.cloudfront.net/media/file/pdf/download_file/vigil---mechanism---policy-1607580776.pdf
Web link for POSH Policy
https://dxkvlfvncvqr8.cloudfront.net/media/file/pdf/download_file/posh-policy-march-2019-(1)-(1)-1607580841.pdf)
Web link for Grievance Redressal policies –
https://www.relaxofootwear.com/investor-support (Shareholder Support)
(https://www.relaxofootwear.com/contact-us) (Customers)
26. Overview of the entity’s material responsible business conduct issues

Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social
matters that present a risk or an opportunity to your business, rationale for identifying the same, and approach to adapt or
mitigate the risk along with its financial implications, as per the following format
 Identifying the universe of relevant ESG topics : This was done based on discussions with internal stakeholders, peer review
and benchmarking, sector scans, media reports and secondary sources that provided a pool of sustainability topics. These
were further analyzed and evaluated for consideration at a strategic level. Adherence to crucial issues as per different
standards and frameworks was also ensured.
 Detailing the stakeholder engagement methodology: We had sent detailed questionnaires to various stakeholder groups
that were identified. Our external stakeholders included Customers, Shareholders and Vendors/Suppliers. Our internal
stakeholders consisted of our employees and management team. While for other stakeholders we have done desktop
research to incorporate their priorities.
 Data collection: We used online surveys to collect data and information from stakeholders to prioritize the list of identified
ESG topics. Diverse responses were captured to understand the length and breadth of all possible issues. The designing of
the questionnaire was done with the objective of bringing out the key issues, risks and opportunities from the stakeholders’
point of view and then mapping it for the material issues. In addition to the survey, we conducted in-depth discussions
with a subset of stakeholders to gain a comprehensive understanding of their primary concerns.
 Discussion with the management team, CSR & ESG Committee and the Board: the outcome of the exercise was discussed
with the leadership to arrive at the key focus areas keeping in view, their relevance to stakeholders and business, as well
as their impact on sustainability development.

S. Material issue Indicate Rationale for In case of risk, approach to Financial implications of
No. identified whether risk identifying the risk/ adapt or mitigate the risk or opportunity
or opportunity opportunity (Indicate positive or
(R/O) negative implications)
1 Water Scarcity and Risk India faces significant Relaxo has reduced its Initially, there may be capital
Pollution water scarcity and water consumption investments required for
pollution challenges, through efficient measures, upgrading equipment and
impacting both actively conducts water
implementing conservation
environmental conservation projects
measures. However, in the
sustainability and across its operations,
operational continuity and is in the process of long term, reduced water
for manufacturing implementing Zero Liquid consumption and potential
industries like footwear. Discharge (ZLD) systems in regulatory compliance
all plants, ensuring treated benefits can lead to positive
water reuse in non-potable financial outcomes.
operations.
2 Carbon Emissions Risk Increasing awareness Company has already Initial investments in
and Climate Change and regulations related begun the work on reducing technology upgrades
to carbon emissions and emissions – Conversion of and process changes
climate change pose biomass-based boiler to
may have upfront costs.
risks to operations, PNG-based boilers;
However, reduced energy
supply chains, and Transitioned to Servo
market acceptance. Motors; Installation of VFDs consumption, regulatory
on Motors; Installed Dust compliance, and enhanced
Collector; CFC to LED; Retro brand value as a sustainable
fitment of DGs to dual fuel company can result in
mode. positive financial outcomes
over time.
3 Product Safety and Opportunity Ensuring product The company ensures Costs associated with
Quality Assurance safety and quality is Product Safety & Quality quality assurance and
critical for customer assurance by Implementing R&D investments may be
satisfaction, regulatory stringent quality control incurred initially. However,
compliance, and market measures, conducting enhanced customer trust,
competitiveness. regular product testing reduced recall risks, and
and certification including market differentiation can
BIS Certification, and lead to positive financial
investing in research and outcomes.
development for innovative
and sustainable materials.
4 Community Opportunity Engaging with The company has initiated Costs associated with
Engagement and local communities, projects aimed at creating community projects and
Social Impact supporting social long-term positive partnerships may be
causes, and investing impacts on people’s
incurred. However, improved
in community lives, focusing on key
development initiatives areas such as “Education brand image, increased
can enhance brand & Skill Development,” customer loyalty, and
reputation, foster “Health” and “Environment access to new markets can
positive relationships, Conservation.” lead to positive financial
and create shared outcomes and long-term
value. sustainability.
5 Energy Management Opportunity Rising energy costs, The company has begun Initial investments
and Renewable dependence on investing in energy- in renewable energy
Sources fossil fuels, and efficient technologies, infrastructure and
environmental concerns adopting renewable energy technology upgrades may be
necessitate a shift sources for manufacturing required. However, reduced
towards sustainable facilities, optimizing energy costs, potential
energy practices and energy consumption incentives or subsidies for
renewable sources. through smart systems renewable energy adoption,
and controls, and obtaining and enhanced brand
energy certifications or reputation as a sustainable
accreditations. company can result in
positive financial outcomes
over time.

S. Material issue Indicate Rationale for In case of risk, approach to Financial implications of
No. identified whether risk identifying the risk/ adapt or mitigate the risk or opportunity
or opportunity opportunity (Indicate positive or
(R/O) negative implications)
6 Digital Opportunity Rapid advancements Embracing digital Initial investments in
Transformation and in digital technologies transformation initiatives digital infrastructure,
Technology Adoption offer opportunities to such as implementing data software solutions, and
enhance operational analytics and leveraging employee training may
efficiency, product e-commerce platforms be required. However,
innovation, customer for sales and marketing improved productivity, cost
engagement, and and integrating smart savings from streamlined
supply chain visibility. technologies for real-time processes, enhanced
monitoring and decision- customer experiences, and
making. competitive advantages
in the market can lead to
positive financial outcomes
and business growth.
7 Cybersecurity Risk Access to sensitive Strong information security Negative. Weak
data by miscreants and architecture deployed cybersecurity in the
loss of data integrity. covering gateway and company can have
end points and rigour of significant financial
implementation with access implications, including costs
points exercised within related to data breaches,
the company using ISO loss of intellectual property,
27001:2013 Framework. operational disruptions,
legal fees, and damage
to reputation and brand
image.
8 Occupational Health Risk Failure to ensure health Relaxo realises the Negative.
and Safety and safety could result importance of the well-being Failure to ensure health
in reduced availability and safety of its employees and safety could result in
of manpower, reduced and is actively engaged in
increased costs, damage
employee morale, or Identifying, comprehensively
even threaten the understanding, and to reputation and brand
viability of operations in implementing measures to image.
worst -case scenarios. control and eliminate risks
associated with workplace
hazards. This includes
developing an automation
and mechanization plan
aimed at phasing out high-
risk manual activities. Also,
formulating a robust policy
on Occupational Health &
Safety to ensure the well-
being and safety of all
employees.
Section B: Management and Process Disclosures

This section is aimed at helping businesses demonstrate the structures, policies, and processes put in place towards adopting the
NGRBC principles and Core Elements.
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Policy and Management processes
1. (a) Whether your entity’s policy/policies cover each principle and its Yes Yes Yes Yes Yes Yes NA Yes Yes
core elements of the NGRBCs..
(b) Has the policy been approved by the Board? Yes Yes Yes Yes Yes Yes NA Yes Yes
(c) Web Link of the Policies, if available https://www.relaxofootwear.com/policies
2. Whether the entity has translated the policy into procedures. (Yes / No) Yes Yes Yes Yes Yes Yes NA Yes Yes
3. Do the enlisted policies extend to your value chain partners? (Yes/No) Yes, Code of Conduct, Anti-Bribery & Vigil Mechanism Policies
extend to our Value Chain Partners.

Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
4. Name of the national and international codes/certifications/labels/  ISO 9001:2015 (Quality Management System)
standards (e.g., Forest Stewardship Council, Fairtrade, Rainforest  ISO 14001:2015 (Environmental Management System) ·
Alliance, Trustea) standards (e.g., SA 8000, OHSAS, ISO, BIS) adopted by
your entity and mapped to each principle.  ISO 27001:2013 (Information Security Management Systems)
 ISO 45001:2018 (Occupational Health and Safety Management
System)
5. Specific commitments, goals and targets set by the entity with defined Relaxo is actively enhancing its sustainability efforts across
timelines, if any. various fronts:
6. Performance of the entity against the specific commitments, goals, and GHG Emissions: Commitment to retrofit DGs for hybrid

targets along with reasons in case the same are not met. operation and converting diesel vehicles to CNG/battery-
operated, reducing fossil fuel dependency.
 Energy Efficiency: Focus on LED lighting and efficient motor
upgrades.
Climate Change: Commitment to tree plantation for

environmental stewardship.
 Waste Management: Targeting reduction in PU waste.
Water Management: Upgrading STPs with ultrafiltration

technology.
 Diversity and Inclusion: Clear targets for increasing female
representation in decision-making roles and the overall
workforce. Additionally, ensure 100% of employees undergo
human rights training and achieve 5 training hours per
employee annually.
Governance, leadership, and oversight
7. Statement by the director responsible for the business responsibility As the Director overseeing our Business Responsibility Report,
report, highlighting ESG-related challenges, targets, and achievements we’re proud to highlight our company’s strong commitment
(listed entity has flexibility regarding the placement of this disclosure) to ESG principles. Our initiatives focus on energy efficiency,
waste reduction, and climate action, resulting in significant
achievements and positive impacts.
We’ve invested in cutting-edge technologies like hybrid DG sets
& conversion of biomass-based boiler to PNG-based boilers,
showcase our dedication to sustainability. Socially, we prioritize
employee well-being with comprehensive benefits and safety
measures.
Governance-wise, our Board’s independence and rigorous
evaluations ensure transparency and ethical decision-making.
These efforts reflect our proactive stance towards sustainability,
social responsibility, and effective governance, shaping a brighter,
more sustainable future for all stakeholders.
8. Details of the highest authority responsible for implementation and The highest authority responsible for implementing and
oversight of the Business Responsibility policy (ies). overseeing the Business Responsibility policies within the
Company is the Board of Directors of the Company along with
the CSR & ESG Committee. The Management committee on ESG
assess various initiatives related to ESG and Sustainability and
also oversees the Business Responsibility performance of the
Company on regular basis.
9. Does the entity have a specified Committee of the Board/ Director Yes
responsible for decision-making on sustainability-related issues? (Yes / The CSR & ESG Committee is responsible for taking decisions
No). If yes, provide details. related to ESG / Sustainability. The Committee supervises the
planning, execution, and documentation of ESG, Sustainability,
and conducting Business Practices responsibly.
Further details of the CSR & ESG committee are available under
the Corporate Governance section in the Annual Report.

10. Details of Review of NGRBCs by the Company
Subject for Review a. Indicate whether review was undertaken by Director /

Committee of the Board/ Any other Committee
P1 P2 P3 P4 P5 P6 P7 P8 P9
Performance against the above policies and follow-up action Yes Yes Yes Yes Yes Yes NA Yes Yes
Compliance with statutory requirements of relevance to the principles, and Yes Yes Yes Yes Yes Yes NA Yes Yes
rectification of any non-compliances
Subject for Review b. Frequency (Annually/ Half yearly/ Quarterly/

Any other – please specify)
P1 P2 P3 P4 P5 P6 P7 P8 P9
Performance against the above policies and follow up action As part of standard procedure, the Company’s Business Responsibility
policies undergo reviews, either periodically or as required. These
reviews are conducted by the Senior Leadership Team, which includes
the Managing Director. During these assessments, the effectiveness
of the policies is thoroughly evaluated, and any required adjustments
to policies and procedures are promptly implemented to ensure
alignment with current regulatory standards and industry practices.
Compliance with statutory requirements of relevance to the principles, and The Company complies with the existing regulations as applicable
the rectification of any non-compliances and a Statutory Compliance Certificate on applicable laws is provided
by the Managing Director / Chief Financial Officer / Company
Secretary to the Board of Directors as applicable from time to time.
P1 P2 P3 P4 P5 P6 P7 P8 P9
11 Has the entity carried out independent assessment/ evaluation of the The Company conducts periodic internal reviews of its policies by
working of its policies by an external agency? (Yes/No). If yes, provide the Senior Leadership Team and Board of Directors of the Company
name of the agency. or its Committee(s) as may be applicable. These reviews ensure that
policies remain current, effective, and aligned with the Company’s
objectives and regulatory requirements..
12. If answer to question (1) above is “No” i.e., not all Principles are covered by a policy, reasons to be stated:
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
The entity does not consider the Principles material to its business (Yes/No) Principle 7: Businesses, when engaging in influencing public and
The entity is not at a stage where it is in a position to formulate and regulatory policy, should do so in a responsible manner.
implement the policies on specified principles (Yes/No) The Company is a member of various industrial and trade bodies and
The entity does not have the financial or/human and technical resources actively participates in these forums on issues and policy matters
available for the task (Yes/No) that impact the interests of our stakeholders. We prefer to be part of
It is planned to be done in the next financial year (Yes/No) the broader policy development process and do not practice lobbying
on any specific issue and hence do not feel such policy is necessary,
Any other reason (please specify)
given our way of doing business.

Section C: Principle-wise Performance Disclosure
Principle 1
Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and Accountable.
ESSENTIAL INDICATORS
1. Percentage coverage by training and awareness programmes on any of the principles during the financial year
Segment Total number of Topics/principles covered under % of persons in respective
training & awareness the training and its impact category covered by the
programmes held awareness programmes
Board of Directors 2 Code of Conduct, 30
Human Rights Policy
Key Managerial Personnel 2 Code of Conduct, 100
Human Rights Policy
Employees other than BOD and 4 Code of Conduct, Human Rights 100
KMPs Policy, POSH, Prevention of
Insider Training*
Workers 7 Code of Conduct, Human Rights 100
Policy, POSH, EHS, 5S, IMS,
Grievance Handling
*100% of the eligible candidates are covered.
2. Details of fines/penalties/punishment/award/compounding fees/settlement amount paid in proceedings (by the entity or

by directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the Financial year, in the following
format.
(Note: the entity shall make disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing Obligations
and Disclosure Obligations) Regulations, 2015 and as disclosed on the entity’s website):
There were no instances of any material (monetary and non-monetary) fines/ penalties/ punishment/ award/ compounding
fees/ settlement amount paid in proceedings (by the entity or by directors/ KMPs) with regulators/ law enforcement agencies/
judicial institutions in FY 2024.
3. Of the instances disclosed in Question 2 above, details of the Appeal / Revision preferred in cases where monetary or non-
monetary action has been appealed.
Not Applicable
4. oes the entity have an anti-corruption policy or anti-bribery policy? If yes, provide details in brief and if available, provide
D
a web link to the policy.
The Company currently covers its Anti-bribery and Anti-Corruption policy as a part of its code of conduct. The document applies
to all personnel who must adhere to the Company’s ideals.
Link to the Company’s code of conduct:

https://dxkvlfvncvqr8.cloudfront.net/media/file/pdf/download_file/code-of-conduct-relaxo-1688134018.pdf
The Company has an in-house monitoring process for whistleblower protection in addition to the Code of Ethics and Conduct.
The policy empowers both internal and external stakeholders to file grievances, if any.
Link to the Company’s Vigil Mechanism Policy:

https://dxkvlfvncvqr8.cloudfront.net/media/file/pdf/download_file/vigil---mechanism---policy-1607580776.pdf

5. Number of Directors/KMPs/Employees/workers against whom disciplinary action was taken by any law enforcement
agency for the charges of bribery/corruption:
FY 2024 FY 2023
Directors
KMPs
Nil
Employees
Workers
6. Details of complaints with regard to conflict of interest:

FY 2024 FY 2023
Number Remarks Number Remarks
Number of complaints received in relation to issues of Conflict of Interest of
the Directors
Nil
Number of complaints received in relation to issues of Conflict of Interest of
the KMPs
7. Provide details of any corrective action taken or underway on issues related to fines/penalties/action taken by regulators/
law enforcement agencies/judicial institutions, on cases of corruption and conflicts of interest.
Not Applicable
8. Number of days of accounts payables ((Accounts payable *365) / Cost of goods/services procured) in the following format:
FY 2024 FY 2023
Number of days of accounts payables 44 Days 46 Days
9. Open-ness of business
Provide details of concentration of purchases and sales with trading houses, dealers, and related parties along with loans
and advances & investments, with related parties, in the following format:
Parameter Metrics FY 2024 FY 2023
Concentration of a. Purchases from trading houses as % of total purchases 3.57 3.29
Purchases b. Number of trading houses where purchases are made from 53 32
c. Purchases from top 10 trading houses as % of total 72.91 89.19
purchases from trading houses
Concentration of Sales a. Sales to dealers/distributors as % of total sales 86.57 89.15
b. Number of dealers/distributors to whom sales are made 671 657
c. Sales to top 10 dealers/distributors as % of total sales to 9.00 9.38
dealers/ distributors
Share of RPTs in a. Purchase (Purchases with related parties/Total Purchases) Nil Nil
b. Sales (Sales to related parties/Total Sales) 0.001 0.0004
c. Loans & advances (Loans & advances given to related Nil Nil
parties/ Total loans & advances)
d. Investments (Investments in related parties/Total Nil
Nil
Investments made)
LEADERSHIP INDICATORS
1. Awareness programmes conducted for value chain partners on any of the principles during the financial year:
The Company is committed to conducting business in an ethical, fair, legally compliant, socially conscious, and environmentally
responsible manner. This belief extends to our valued Business Partners, as they play an integral role in our ecosystem and
therefore we actively encourage them to embrace responsible corporate citizenship, aligning with our core values.
All agreements, contracts, and purchase orders entered into by Relaxo with our Business Partners affirm their commitment
to these fundamental principles. This ensures a shared understanding and commitment to ethical, fair, legal, social, and
environmental responsibilities across our business relationships.

As part of our ongoing efforts to promote responsible business practices, we have already initiated a series of discussions with
our value chain partners. This initiative aims to deepen understanding and awareness of the importance of ethical conduct,
fairness, legal compliance, social responsibility, and environmental stewardship within our business ecosystem.
Through collaborative dialogue and engagement, we seek to foster a culture of responsibility and sustainability throughout our
value chain. By working together with our Business Partners, we aim to create positive impacts, not only within our organization
but also in the broader community and environment.
2. Does the entity have processes in place to avoid/ manage conflict of interest involving members of the Board? (Yes/No) If
yes, provide details of the same.
Yes, the Company has a robust Code of Conduct specifically tailored for the Board of Directors and Senior Management Personnel.
The Code is intended to maintain the high standards of transparency, business conduct ethics, corporate culture and the values.
The Code will also act as a deterrent from unethical doings and to promote ethical values and is the manifestation of the
Company’s commitment to successful operation of the Company’s business in the best interest of the shareholders, creditors,
employees and other business associates.
The code is in accordance with the regulatory requirements, and the Directors are obligated to disclose any interests or potential
conflicts that may arise in the course of their duties.
These disclosures are included in the Annual Disclosures submitted to the Board, fostering a culture of accountability and
transparency.
The Code of Conduct policy is regularly reviewed and updated to reflect evolving governance standards and best practices,
reinforcing the Company’s commitment to ethical conduct and corporate governance excellence.
The detailed Code of Conduct policy can be accessed through the link provided below:
https://dxkvlfvncvqr8.cloudfront.net/media/file/pdf/download_file/code-of-conduct-for-directors-and-senior-management_
compressed-1687243242.pdf
Principle 2
Businesses should provide goods and services in a manner that is sustainable and safe
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and
social impacts of products and processes to total R&D and capex investments made by the entity, respectively.
FY 2024 FY 2023 Details of improvements in
environmental and social impacts
R&D
-
Capex
2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)
Yes, the Company is dedicated to integrating sustainability practices across its inbound supply chain and remains committed
to furthering these efforts. In line with this commitment, the Company prioritizes indigenous sourcing, utilizing locally
available raw materials whenever feasible. This not only supports local economies but also reduces the environmental
impact associated with transportation.
By prioritizing indigenous sourcing, utilizing sustainable materials, and optimizing transportation logistics, the Company
continues to enhance the sustainability profile of its supply chain while aligning with global environmental goals and best
practices.
b. If yes, what percentage of inputs were sourced sustainably?

In order to reduce the carbon footprints due to logistics of input material; we strive to procure the maximum indigenous
material from nearby sources which is estimated to ~ 70-75% of total indigenous sourcing.

3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for (a)
Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.
As of now, the Company doesn’t have processes in place to reclaim their products.
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether the waste
collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If
not, provide steps taken to address the same.
Not Applicable
1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing industry) or
for its services (for service industry)? If yes, provide details in the following format?
The Company is in the process of undertaking Life Cycle Perspective/Assessments for its key products.
2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of your
products/services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other means, briefly
describe the same along-with action taken to mitigate the same.
The details will be available and disclosed upon completion of Life Cycle Assessments of Key Products.
3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing industry)
or providing services (for service industry).
Indicate input material Recycled or re-used input
material to total material
FY 2024 FY 2023
Polymer, Pigments & Additives 2.64% 1.67%
4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and safely
disposed, as per the following format:
The Products of the Company don’t fall under the category of reclaimable product. The Packaging material used by the Company
in its products is recyclable and we encourage our customers to recycle it after usage.
5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category.
Not Applicable as mentioned in point 4.

Principle 3
Businesses should respect and promote the well-being of all employees, including those in their value chains
1. a. Details of measures for the well-being of employees:
Category % of employees covered by
Total Health Accident Maternity Paternity Day Care
(A) Insurance Insurance Benefits Benefits facilities
Number % Number % Number % Number % Number %
(B) (B/A) (C) (C/A) (D) (D/A) (E) (E/A) (F) (F/A)
Permanent employees
Male 2,483 2,483 100 2,483 100 NA NA 2,483 100 NA NA
Female 82 82 100 82 100 82 100 NA NA 82 100
Total 2,565 2,565 100 2,565 100 82 3.20 2,483 96.80 82 3.20
Other than Permanent employees
Male 448 448 100 448 100 NA NA 448 100 NA NA
Female 0 0 0 0 0 0 0 NA NA NA NA
Total 448 448 100 448 100 - - 448 100 - -
b. Details of measures for the well-being of workers:

Category % of workers covered by
Total Health Accident Maternity Paternity Day Care
(A) Insurance Insurance Benefits Benefits facilities
Number % Number % Number % Number % Number %
(B) (B/A) (C) (C/A) (D) (D/A) (E) (E/A) (F) (F/A)
Permanent workers
Male 4,734 4,734 100 4,734 100 NA NA 4,734 100 NA NA
Female 409 409 100 409 100 409 100 NA NA 409 100
Total 5,143 5,143 100 5,143 100 409 7.95 4,734 92.05 409 7.95
Other than Permanent workers
Male 12,554 12,554 100 12,554 100 NA NA 12,554 100 NA NA
Female 2,987 2,987 100 2,987 100 2,987 100 NA NA 2,987 100
Total 15,541 15,541 100 15,541 100 2,987 19.22 12,554 80.78 2,987 19.22
c. Spending on measures towards the well-being of employees and workers (including permanent and other than
permanent) in the following format -
FY 2024 FY 2023
Cost incurred on well-being measures as a % of total revenue of the company 0.24 0.23
2. Details of retirement benefits, for Current FY and Previous Financial Year.

Benefits FY 2024 FY 2023
No. of No. of Deducted No. of No. of Deducted
employees workers and employees workers and
covered as covered as deposited covered as covered as deposited
a % of total a % of total with the a % of total a % of total with the
employees workers authority employees workers authority
(Y/N/N.A.) (Y/N/N.A.)
PF 100 100 Yes 100 100 Yes
Gratuity 100 100 N.A* 100 100 N.A.*
ESI** 100 100 Yes 100 100 Yes
* The Company has a defined benefit gratuity plan and pays annual contribution to Life Insurance Corporation of India (LIC) through a Trust,
namely Relaxo Footwears Limited Employees Group Gratuity Scheme.
** Employees who are not covered under the ESI component are provided separate Health Insurance Policy.

3. Accessibility of workplaces
Are the premises / offices of the entity accessible to differently abled employees, as per the requirements of the Rights of
Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard.
Yes, the Company’s facilities are accessible to the differently abled employees. The Company’s premises are made access
friendly and assistive devices like slope, wheelchairs or walking sticks have been made available.
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a
web-link to the policy.
Yes, the Company has an Equal Opportunity Policy as per the Rights of Persons with Disabilities Act, 2016.
Link to the Company’s Equal Opportunity Policy:
https://dxkvlfvncvqr8.cloudfront.net/media/file/pdf/download_file/equal-opportunity-policy-1681896636.pdf
5. Return to work and Retention rates of permanent employees and workers that took parental leave.
Gender Permanent Employees Permanent Workers
Return to work Rate (%) Retention Rate (%) Return to work Rate (%) Retention Rate (%)
Male 100 100 100 100
Female 100 100 100 100
Total 100 100 100 100
6. I s there a mechanism available to receive and redress grievances for the following categories of employees and workers? If
yes, give details of the mechanism in brief.
Yes/No (If yes, then give details of the mechanism in brief)
1 Permanent workers The Company prioritizes the well-being of its employees and directors through a comprehensive
2 Other than Permanent Workers Grievance Redressal Mechanism. This mechanism is designed to safeguard individuals and
maintain a professional and confidential approach throughout the process of filing complaints,
3 Permanent Employees conducting investigations, and reaching satisfactory resolutions.
4 Other than Permanent Employees Additionally, the Company has a Whistle Blower Policy in place to provide avenues for reporting
concerns related to ethical conduct, financial irregularities, or other misconduct. This policy
ensures transparency, accountability, and protection for whistle blowers who raise legitimate
concerns in good faith.
Link to the policy:
https://dxkvlfvncvqr8.cloudfront.net/media/file/pdf/download_file/grievance-redressal-
policy-1688134044.pdf
7. Membership of employees and workers in association(s) or Unions recognized by the listed entity:
The Company does not have any trade unions.
8. Details of training given to employees and workers:

Category FY 2024 FY 2023
Total On Health and On Skill Total On Health and On Skill
(A) safety measures upgradation (D) safety measures upgradation
No % No % No % No %
(B) (B/A) (C) (C/A) (E) (E/D) (F) (F/D)
Employees
Male 2,931 2,931 100 2,931 100 2,720 2,720 100 1,707 62.76
Female 82 82 100 82 100 72 72 100 37 51.40
Total 3,013 3,013 100 3,013 100 2,792 2,792 100 1,744 62.46
Workers
Male 17,288 17,288 100 17,288 100 16,686 16,686 100 16,686 100
Female 3,396 3,396 100 3,396 100 2,283 2,283 100 2,283 100
Total 20,684 20,684 100 20,684 100 18,969 18,969 100 18,969 100

9. Details of performance and career development reviews of employees and workers:
Total (A) No (B) % (B/A) Total (C) No (D) % (D/C)
Employees
Male 2,931 2,931 100 2,720 2,720 100
Female 82 82 100 72 72 100
Total 3,013 3,013 100 2,792 2,792 100
Workers
Male 17,288 17,288 100 16,686 16,686 100
Female 3,396 3,396 100 2,283 2,283 100
Total 20,684 20,684 100 18,969 18,969 100
10. Health and safety management system:

a. Whether an occupational health and safety management system has been implemented by the entity? (Yes / No). If
yes, the coverage of such system?
Yes, occupational health management system including Environmental Management System confirming to the
requirement of standards ISO 45001:2018 and ISO 14001:2015 has been implemented which covers all manufacturing units.
The Company believes that providing a safe and healthy work environment is essential for employee well-being, and that
implementing best practices in occupational health and safety has a direct impact on overall performance. It aids not only
in attracting good talents but also retaining those employees.
b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by
the entity?
While regularly implementing steps to enhance employee well-being and healthcare, a proper hazard identification risk
management system has been implemented to assure ongoing improvement of the organization’s occupational health
and safety.
HIRA (Hazard Identification and Risk Assessment) methodology is used for hazard identification and risk assessment
including study of MSDS (Material Safety Data Sheet) & Machine manuals, study of machine operation at shop floor, injury
records, interaction with machine operators etc.
c. Whether you have processes for workers to report the work-related hazards and to remove themselves from such
risks. (Y/N)
Yes. Safety Committee Meetings, Daily shop floor meetings, interactions with the plant supervisors during their frequent
rounds on the shop floor etc., are some of the processes enabling workers to report work-related hazards. Workers have
been authorized to stop the machine and report to the immediate supervisor should they notice a work-related hazard.
d. Do the employees/workers of the entity have access to non-occupational medical and healthcare services? (Yes / No)
Employees have access to non-occupational medical and healthcare facilities through company-arranged medical camps
where reputed doctors from different disciplines/hospitals are available for health checkups and consultation including
online consultation and awareness sessions. Additionally, every employee of the company and their nominated dependents
are either covered through medical insurance or ESI.
11. Details of Safety related incidents, in the following format:

Safety Incident/Number Category* FY 2024 FY 2023
Lost Time Injury Frequency Rate (LTIFR) Employees 0 0
(per one million person-hours worked) Workers 0.24 0.18
Total recordable work-related injuries Employees 0 0
Workers 12 8
No. of fatalities Employees 0 0
Workers 0 0
High-consequence work-related injury or ill-health Employees 0 0
(excluding fatalities) Workers 0 0
*Including in the contract workforce

12. Describe the measures taken by the entity to ensure a safe and healthy workplace.
Below are some of the measures taken by the Company to ensure a safe and healthy workplace:
 Implementation of 6S practice, that is, Sort, Set in Order, Shine, Standardize, Sustain and Safety.
 Machine guarding.
 Introduction of state-of-art new machines, new technologies, environment-friendly processes & chemicals.
 Material handling automation improves worker health and safety by eliminating repetitive jobs from the manufacturing
line.
 During induction, the Company emphasizes training all new employees on safety measures, including specific training
such as working at heights, confined space entry, refresher training, on-site emergency training to deal with contingent or
urgent situations, and on-the-job training that includes safety topics.
 Regular workplace environment monitoring, employee health monitoring etc. are conducted alongside.
 Deployment of a Safe and Healthy system of work is assured through periodic safety audits and inspections across sites.
13. Number of Complaints on the following made by employees and workers:

FY 2024 FY 2023
Filed during Pending Remarks Filed during Pending Remarks
the year resolution at the year resolution at
the end of year the end of year
Working Conditions 326 - - 419 - -
Health & Safety - - - - - -
14. Assessments for the year:

% of your plants and offices that were assessed
(by entity or statutory authorities or third parties)
1 Health and safety practices
100% Coverage- Assessment done by external consultant.
2 Working Conditions
15. Provide details of any corrective action taken or underway to address safety- related incidents (if any) and on significant
risks/concerns arising from assessments of health & safety practices and working conditions.
All accidents are thoroughly investigated to determine the root reasons and determine the steps necessary to prevent a
recurrence. The findings of the accident investigation, along with corrective and preventive measures, are included in the report
submitted to the Corporate Management Committee and the Board. The lessons learned from all accidents are shared across
the Company on a regular basis, and compliance of preventive measures is ensured.
Assessment of health & safety risks and implementation of related corrective and preventive measures is an ongoing process in
the Company. Some of the interventions which have been taken at various units are as follows:
 Provision of fixed safety guards
 Regular safety audits
 Interlocking safety guards
 Use of PPEs
 Safety training
 Local exhaust ventilation

1. Does the entity extend any life insurance or any compensatory package in the event of death of (A) Employees (Y/N) (B)
Workers (Y/N)?
Yes
2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the
value chain partner.
The Company’s value chain partners come under the PF Act and ESI Act which makes them liable to deduct and deposit statutory
dues. In addition to this, the service contract with the service provider also contains a necessary clause under ‘payment terms’
for necessary statutory payments like PF, ESI etc. by the service provider.
3. Provide the number of employees/workers having suffered high consequence work-related injury / ill-health / fatalities
(as reported in Q11 of Essential Indicators above), who have been rehabilitated and placed in suitable employment or whose
family members have been placed in suitable employment:
Total no. of affected No. of employees/workers that are
employees/ workers rehabilitated and placed in suitable
employment or whose family members have
been placed in suitable employment
FY 2024 FY 2023 FY 2024 FY 2023
Employees 0 0 0 0
Workers 0 0 0 0
4. Does the entity provide transition assistance programs to facilitate continued employability and the management of career
endings resulting from retirement or termination of employment? (Yes/ No)
Yes, the Company consistently invests in human capital development, which involves developing modern skills and competencies
and providing employees with a variety of experiences. These improve workforce employability and allow for a smooth transfer
to alternative opportunities if desired.
5. Details on assessment of value chain partners:

The Company has in place a Code of Conduct for Value Chain Partners. Accordingly, they are expected to provide a safe and
healthy workplace for their employees and contractors. Value Chain Partners must be compliant with local and national laws and
regulations on Occupational Health and Safety, and have the required permits, licenses and permissions granted by local and
national authorities.
% of value chain partners (by value of business
done with such partners) that were assessed
1 Health and safety practices
Nil
2 Working Conditions
6. Provide details of any corrective actions taken or underway to address significant risks/concerns arising from assessments
of health and safety practices and working conditions of value chain partners.
Not Applicable

Principle 4
Businesses should respect the interests of and be responsive to all its stakeholders
1. Describe the processes for identifying key stakeholder groups of the entity.
Stakeholder engagement is important for Relaxo to build a symbiotic relationship with our stakeholders and achieve better
outcomes. Internal and external stakeholders have been identified that have a direct impact on the operations and working of
the Company.
The stakeholders are identified as:

 Shareholders/Investors
 Suppliers
 Employees & Workers
 Distributors & Retailers
 Communities
 Government & Regulatory Authorities
 End Consumers.
2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group.
Stakeholder Whether Channels of communication Frequency of Purpose and scope of engagement
group identified as (Email, SMS, Newspaper, engagement including key topics and concerns
Vulnerable & Pamphlets, Advertisement, (Annually/ Half yearly/ raised during such engagement
Marginalized Community Meetings, Notice Quarterly / others –
Group (Yes/No) Board, Website), Other please specify)
Shareholders/ No  Annual General Meeting Quarterly, Half  Performance and value creation
Investors  Investor Relations Web Page yearly & Annually and as
 Dividend Updates
and when required
 Quarterly condensed financial  Annual Reports
statements
 Intimation to Physical
 Annual Report
shareholders regarding Dispute
 Investor conference calls
Resolution Mechanism
 Television Interviews
 Press Releases
Suppliers No  One-to-one meetings Continuous  Long-term business relations
 Regular operational reviews and growth opportunities
 Skill development support
 Effective information
dissemination, technical
knowledge exchange and other
collaborations
Employees & No  E-mail Continuous  Scope of learning and career
Workers  Intranet portal development
 Employee engagement  Remuneration and benefits
activities and Surveys  Equal opportunities
 Rewards and recognitions  Occupational health and safety
 Wealth creation

Stakeholder Whether Channels of communication Frequency of Purpose and scope of engagement
group identified as (Email, SMS, Newspaper, engagement including key topics and concerns
Vulnerable & Pamphlets, Advertisement, (Annually/ Half yearly/ raised during such engagement
Marginalized Community Meetings, Notice Quarterly / others –
Group (Yes/No) Board, Website), Other please specify)
Distributors & No  After-sales services Engagement sessions  Fair and transparent terms and
Retailers  Relationship building activities conducted periodically conditions
 Sales Officer visits  Steady business with long-term
growth prospects
 Surveys and feedback sessions
 Communication of Schemes and
benefits
 Resolution of grievances and
obtaining market feedback
Communities Yes  CSR initiatives Continuous  Responsible corporate
 Volunteering initiatives citizenship
 To develop the CSR project along
with the community, according
to the needs of the community
Government No  Disclosures and filings for Audits are conducted  Compliance
& Regulatory compliance reporting periodically/ monthly/  Tax Payments
Authorities  Meeting authorities for quarterly/ annually and
on a need basis  Policy Advocacy
permissions/ approvals
End Consumers No  Engagement through Continuous  Information on business
website, social media, in-store offerings, discounts, and
promotions promotions.
 Brand campaigns conducted  Collection of feedback
regularly, during festive seasons  Complaints and grievances
and sales promotions resolution.
1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and social topics
or if consultation is delegated, how is feedback from such consultations provided to the Board.
 The Company believes that an effective stakeholder engagement mechanism is crucial for achieving the long-term
sustainability goals and for the overall growth of the Company. The board of directors prioritizes accomplishing the ESG
targets of the Company.
 The board of directors has internally delegated the process of taking valuable inputs from the key internal and external
stakeholders.
 During the reporting year, the Company has undertaken an extensive materiality assessment and stakeholder engagement
exercise to understand the crucial environmental, social and governance (ESG) topics which are significant to the Company’s
businesses.
 As part of this activity, the Company, in collaboration with an external agency with relevant experience, met with key internal
and external stakeholders to understand their issues and incorporate their perspectives into materiality assessments for
prioritizing ESG matters.
 Insights gathered from stakeholder engagements were analyzed to develop the materiality matrix and finalize the list of
ESG focus areas.
 The Board, with the oversight of the CSR & ESG Committee, undertakes a comprehensive review, monitoring, and strategic
guidance role concerning the Company’s CSR and sustainability initiatives, ensuring alignment with its overarching
objectives.

2. Whether stakeholder consultation is used to support the identification and management of environmental, and social
topics (Yes / No). If so, provide details of instances as to how the inputs received from stakeholders on these topics were
incorporated into the policies and activities of the entity.
Yes, the Company engages proactively with its key stakeholders, enabling efficient implementation of its ESG strategies and
transparent reporting of outcomes. Regular evaluations are conducted to update policies in line with evolving requirements and
stakeholder feedback.
3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ marginalized
stakeholder groups.
Corporate Social Responsibility is just not a compliance to the Company, in fact it is a mean of serving the underserved. All the
CSR projects are curated after a diligent discussion with the respective Government Departments and local people so as to avoid
any duplicity and ensure that the proposed interventions should address the real needs of the particular geography.
The Company is focusing over three key thematic areas i.e. Education, Health and Environment Conservation under which total
of 8 CSR initiatives have been carried out in 4 states viz. Uttarakhand, Rajasthan, Delhi and Haryana which has positively
impacted the lives of approx. 3.4 million people directly/indirectly. The projects undertaken during the reporting period are as
follows:-
A. Education
1. Parivartan Model School Project- Haridwar, Uttarakhand.
2. Remedial Education Project- Delhi.
3. Skill Development Project- Delhi.
B. Health
4. Nayan Avoidable Blindness Project- Khairthal, Rajasthan.
5. Mobile Health Unit - Comprehensive Health Project- Khairthal, Rajasthan.
C. Environment Conservation
6. Water Conservation- Alwar, Rajasthan.
7. Plantation- Khairthal, Rajasthan & Jhajjar, Haryana
8. Improved Cookstove- Haridwar Uttarakhand & Alwar, Rajasthan.
Please refer to the following link for information regarding our Company’s community work:
https://www.relaxofootwear.com/csr
Principle 5
Businesses should respect and promote human rights
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the
following format:
Total (A) No. of % (B/A) Total (C) No. of % (D/C)
employees / employees /
workers workers
covered (B) covered (D)
Employees
Permanent 2,565 2,565 100 2,388 1,649 69.05
Other than permanent 448 448 100 404 308 76.24
Total employees 3,013 3,013 100 2,792 1,957 70.09
Workers
Permanent 5,143 5,143 100 4,348 2,700 62.10
Other than permanent 15,541 14,679 94.45 14,621 11,360 77.70
Total workers 20,684 19,822 95.83 18,969 14,060 74.12

2. Details of minimum wages paid to employees and workers, in the following format:
Total Equal to More than Total Equal to More than
(A) minimum wage minimum wage (D) minimum wage minimum wage
No % No % No % No %
(B) (B/A) (C) (C/A) (E) (E/D) (F) (F/D)
Employees
Permanent
Male 2,483 2 0.08 2,481 99.92 2,316 2 0.09 2,314 99.91
Female 82 - - 82 100 72 - - 72 100
Other than permanent
Male 448 97 21.65 351 78.35 404 125 30.94 279 69.06
Female - - - - - - - - - -
Workers
Permanent
Male 4,734 357 7.54 4,377 92.46 4,005 23 0.57 3,982 99.43
Female 409 2 0.49 407 99.52 343 - - 343 100
Other than permanent
Male 12,554 7,352 58.56 5,202 41.44 12,681 7,590 59.85 5,091 40.15
Female 2,987 972 32.54 2,015 67.46 1,940 522 26.91 1,418 73.09
3. Details of remuneration/salary/wages:
a. Median remuneration/wages:
Male Female
Number Median remuneration/ Number Median remuneration/
salary/ wages of salary/ wages of
respective category respective category
Board of Directors (BoD) 9 1,39,03,737 1* 5,90,000
Key Managerial Personnel 2 1,00,11,211 0 0
(excluding Whole Time Director)
Êmployees other than BoD and KMP 2,476 4,78,578 82 6,38,010
^Workers 4,734 1,79,220 409 1,47,348
* We have only 1 Female Independent Director, who is paid sitting fees and annual commission. Please refer Corporate Governance
Report for details.
^ Permanent
b. Gross wages paid to females as % of total wages paid by the entity, in the following format:
FY 2024 FY 2023
Gross wages paid to females as % of total wages 3.93 3.62
4. Do you have a focal point (Individual / Committee) responsible for addressing human rights impacts or issues caused or
contributed to by the business? (Yes/No)
Yes, the HR function oversees the human rights impacts.
The Company has a steadfast commitment to upholding human rights, as reflected in its comprehensive HR policy. This policy
applies to all employees, suppliers, and service providers associated with the company. It emphasizes adherence to applicable
laws and the promotion of human rights principles as per the best industry practices.
The Company continuously strives to strengthen and implement robust systems that uphold its human rights policies and
ensure a conducive and respectful workplace environment.

5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
The Company has a Human Rights Policy which specifies that employees can address their issues or grievances to the Company.
Employees are encouraged to try and resolve the dispute informally with their respective line manager / Head Plant P&A / HR
Business Partner (HRBP). In case of non-satisfaction, the Formal procedure is to be used which has been documented in the
“Grievance Redressal Policy”.
The Company has a structured grievance redressal mechanism in place for both workmen and staff, aimed at resolving grievances
in a fair and transparent manner.
Overall, the grievance redressal mechanisms for both workmen and staff at the Company follow a structured process that
encourages informal resolution at the initial stages and provides clear escalation paths for formal grievances, ensuring fairness
and transparency in addressing employee concerns.
6. Number of Complaints on the following made by employees and workers:

FY 2024 FY 2023
Filed during Pending resolution Filed during Pending resolution
the year at the end of year the year at the end of year
Sexual Harassment - -
Discrimination at workplace - -
Child Labour - -
Nil
Forced Labour/ Involuntary Labour - -
Wages 180 0
Other human rights-related issues - -
7. Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,
in the following format:
FY 2024 FY 2023
Total Complaints reported under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH)
Nil Nil
Complaints on POSH as a % of female employees/workers
Complaints on POSH upheld
8. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.
The Company upholds a strong commitment to fostering a workplace environment that is free from all forms of discrimination
and harassment, including sexual harassment. The company maintains a zero-tolerance policy towards such unacceptable
behaviour.
As part of its grievance redressal procedure, Relaxo ensures that complaints are handled with utmost sensitivity and
professionalism. Every effort is made to conduct investigations peacefully, prioritizing the well-being and comfort of all parties
involved and aiming to avoid any unpleasant situations or conflicts. The entire procedure is carried out with the strictest
confidentiality to protect the privacy and dignity of the individuals concerned.
In line with the Prevention of Sexual Harassment (POSH) Policy, Relaxo guarantees full protection to the complainant against any
form of retaliation or victimization. Any individual found guilty of perpetrating acts of violence, harassment, or discrimination
against the complainant will face disciplinary actions enforced by the internal committee. This proactive approach underscores
the Company’s commitment to ensuring a safe and respectful work environment for all employees, where every grievance is
taken seriously and addressed with fairness and accountability.
9. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
Yes

10. Assessments for the year:
% of your plants and offices that were assessed
(by entity or statutory authorities or third parties)
Child Labour
Forced Involuntary Labour
Sexual Harassment
100% Coverage- Assessment done by an external consultant
Discrimination at workplace
Wages
Others - Please specify
11. Provide details of any corrective actions taken or underway to address significant risks/concerns arising from the
assessments at Question 10 above.
Not Applicable
1. Details of a business process being modified/introduced as a result of addressing human rights grievances/complaints.
Business processes were not modified/ introduced since no human rights-related grievances were received during the year.
2. Details of the scope and coverage of any Human rights due diligence conducted.
Due diligence was not conducted since no human rights-related grievances were received during the year.
3. Is the premise/office of the entity accessible to differently-abled visitors, as per the requirements of the Rights of Persons
with Disabilities Act, 2016?
Yes, The Company offers accessible facilities to differently-abled visitors, with premises designed for ease of access. Assistive
devices like slopes, wheelchairs, or walking aids are readily available to support their mobility.
4. Details on assessment of value chain partners:

% of value chain partners (by value of business
done with such partners) that were assessed
Sexual Harassment
Discrimination at workplace
Child Labour
Nil*
Forced Labour/Involuntary Labour
Wages
Others - Please specify
*The Company has in place a Code of Conduct for Value Chain Partners. Accordingly, they must treat all employees with respect and dignity
and exhibit zero tolerance towards unacceptable sexual harassment, workplace discrimination and must not engage in child labour, Forced
Labour/Involuntary Labour, etc. They must provide a safe and healthy workplace for their employees and contractors and be compliant with
local and national laws and regulations on Occupational Health and Safety, and have the required permits, licenses and permissions granted by
local and national authorities. They must also provide their employees with safe and humane working conditions.
5. Provide details of any corrective actions taken or underway to address significant risks/concerns arising from the
assessments in Question 4 above.
Not Applicable

Principle 6
Businesses should respect and make efforts to protect and restore the environment
1. Details of total energy consumption (in Joules or Multiples) and energy intensity, in the following format:
Parameter Unit FY 2024 FY 2023
From renewable sources
Total electricity consumption (A) GJ 205.75 184.61
Total fuel consumption (B) GJ NA NA
Energy consumption through other sources (C) GJ NA NA
Total energy consumed from renewable sources (A+B+C) GJ 205.75 184.61
From non-renewable sources
Total electricity consumption (D) GJ 2,96,211.83 2,60,311.38
Total fuel consumption (E) GJ 95,937.20 1,04,354.05
Energy consumption through other sources (F) GJ NA NA
Total energy consumed from non-renewable sources (D+E+F) GJ 3,92,149.04 3,64,665.43
Total energy consumed (A+B+C+D+E+F) GJ 3,92,354.79 3,64,850.04
Energy intensity per rupee of turnover 135.59 131.99
(Total energy consumed / turnover in H Crore) (in GJ/H Crore)
Energy intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) 6.05 5.95
(Total energy consumed / turnover in H Crore adjusted for PPP)
Energy intensity in terms of physical output (per Crores Pairs) 20,222.53 22,948.49
Energy intensity (optional) – the relevant metric may be selected by the entity - -
Data captured and shown under principle 6 is representative data for Manufacturing plants and Company-owned Lovakhurd
warehouse. Corporate Office, Retail Shops and rented warehouses etc. are not included.
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If
yes, name of the external agency.
Independent Assessment has not been carried out by any external agency.
2. Does the entity have any sites/facilities identified as designated consumers (DCs) under the Performance, Achieve and
Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been
achieved. In case targets have not been achieved, provide the remedial action taken, if any.
The Company does not have sites/facilities identified as designated consumers under the PAT Scheme.
3. Provide details of the following disclosures related to water, in the following format:
Parameter FY 2024 FY 2023
Water withdrawal by source (in kiloliters)
(i) Surface water - -
(ii) Groundwater 2,00,385.75 2,04,406.00
(iii) Third-party water 1,14,425.40 1,13,560.00
(iv) Seawater / desalinated water - -
(v) Others - -
Total volume of water withdrawal (in kiloliters) (i + ii + iii + iv + v) 3,14,811.15 3,17,966.00
Total volume of water consumption (in kiloliters) 2,39,868.86 2,35,481.00

Water intensity per rupee of turnover
(Total water consumed / Turnover in H Crore) (in Kl/H Crore) 82.90 85.19
Water intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) 3.70 3.84
(Total water consumption / Turnover in H Crore adjusted for PPP)
Water intensity in terms of physical output (per Crore Pairs) 12,363.19 14,811.38
Water intensity (optional) - the relevant metric may be selected by the entity
Data captured and shown under principle 6 is representative data for Manufacturing plants and Company owned Lovakhurd
yes, the name of the external agency.
Independent Assessment has not been carried out by any external agency.
4. Provide the following details related to water discharged:

Water discharge by destination and level of treatment (in kilolitres)
(i) To Surface water
- No treatment - -
- With Primary treatment - -
(ii) To Groundwater
- No treatment - -
- With Primary treatment 72,904.29 71,487.00
(iii) To Seawater
- No treatment - -
- With treatment – please specify the level of treatment - -
(iv) Sent to third-parties
- No treatment - -
- With Primary treatment 2,038.00 10,998.00
(v) Others
- No treatment - -
- With treatment – please specify the level of treatment - -
Total water discharged (in kilolitres) 74,942.29 82,485.00
Independent Assessment has not been carried out by any external agency
5.
Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and
implementation.
The sewage wastewater is treated through STP (Sewage Treatment Plants) installed in all plants. The treated wastewater is
further utilized in gardening and flushing.

6. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:
Parameter Please specify unit FY 2024 FY 2023
NOx Tonnes 22.277 23.911
SOx Tonnes 0.008 0.010
Particulate matter (PM) Tonnes 0.431 0.571
Persistent organic pollutants (POP) Not Measured Not Measured
Volatile organic compounds (VOC) Not Measured Not Measured
Hazardous air pollutants (HAP) Not Measured Not Measured
Others - please specify
Independent assessment has not been carried out by any external agency.
7. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:
Total Scope 1 emissions (Break-up of the GHG into CO2, Metric tonnes of CO2 11,624.68 9805.61
CH4, N2O, HFCs, PFCs, SF6, NF3, if available) equivalent (tCO2e)
Total Scope 2 emissions (Break-up of the GHG into CO2, Metric tonnes of CO2 58,913.24 65,800.93
CH4, N2O, HFCs, PFCs, SF6, NF3, if available) equivalent (tCO2e)
Total Scope 1 and Scope 2 emission intensity per rupee tCO2e/H Crores 24.37 27.35
of turnover (Total Scope 1 and Scope 2 GHG emissions/
Turnover in H Crore) (in Mt/H Crore)
Total Scope 1 and Scope 2 emission intensity per adjusted tCO2e/H Crores(adj PPP) 1.08 1.23
for Purchasing Power Parity (PPP) (Total Scope 1 and Scope
2 GHG emissions/ turnover in H Crore adjusted for PPP)
Total Scope 1 and Scope 2 emission intensity in terms of tCO2e/units in Crores 3,635.62 4,755.53
physical output
Total Scope 1 and Scope 2 emission intensity (optional) –
the relevant metric may be selected by the entity
yes, name of the external agency
Yes, an Independent Assurance Statement has been obtained from QFS Management Systems LLP.
8. Does the entity have any project related to reducing Green House Gas emissions? If yes, then provide details.
The Company is constantly striving to improve business operations to reduce GHG emissions. The Company has installed 6 MW
Wind Power Project in Rajasthan and has also installed 75kWp solar panels at its plant in Bahadurgarh, (Haryana).

9. Provide details related to waste management by the entity, in the following Format:
Total Waste generated (in metric tonnes)
Plastic waste (A) 135.86 137.67
E-waste (B) 3.71 3.86
Bio-medical waste (C) 0.02 -
Construction and demolition waste (D) - -
Battery waste (E) 1.03 1.12
Radioactive waste (F) - -
Other Hazardous waste. Please specify, if any. (G) 78.44 81.25
Other Non-hazardous waste generated (H). Please specify, if any. 11,105.92 11,195.15
(Break-up by composition i.e. by materials relevant to the sector)
Total (A+B+C+D+E+F+G+H) 11,324.98 11,419.05
Waste intensity per rupee of turnover 3.91 4.13
(Total waste generated / Turnover in H Crore) (in Mt/H Crore)
Waste intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) 0.17 0.19
(Total waste generated / turnover in H Crores adjusted for PPP)
Waste intensity in terms of physical output (output in Crore) 583.71 718.24
Waste intensity (optional) – the relevant metric may be selected by the entity
For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in metric tonnes)
Category of waste
(i) Recycled 11,105.92 10,865.83
(ii) Re-used - -
(iii) Other recovery operations - -
Total 11,105.92 10,865.83
For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)
Category of waste
(i) Incineration - -
(ii) Landfilling - -
(iii) Other disposal operations 219.06 553.22
Total 219.06 553.22
10. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your
Company to reduce the usage of hazardous and toxic chemicals in your products and processes and the practices adopted to
manage such wastes.
The Company has implemented waste management measures such as waste minimization, source segregation, and recycling,
alongside reducing single-use plastics and promoting paperless operations at company operated retail outlets through energy-
efficient technologies. It collaborates with authorized recycling partners for responsible handling of all waste types, including
electronic waste (e-waste). Additionally, the Company uses eco-friendly chemicals and explores alternative solutions to further
enhance its environmental sustainability efforts.

11. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries,
biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals/
clearances are required, specify details in the following format:
S. Location of operations/offices Type of operations Whether the conditions of environmental approval/
N. clearance are being complied with? (Y/N) If no, the
reasons thereof and corrective action taken, if any.
Not Applicable
12. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current
financial year:
Name and brief details EIA Date Whether conducted by Results communicated Relevant Web link
of project Notification independent external in public domain
No. agency (Yes / No) (Yes / No)
Not Applicable
13. Is the entity compliant with the applicable environmental law/regulations/guidelines in India, such as the Water
(Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment Protection Act, and
rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following format:
Yes, the Company is compliant with the applicable environmental law/regulations/guidelines in India, such as the Water
(Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection Act - All relevant
certificates are available in respective locations.
S. Specify the law/regulation/ Provide details of the Any fines/penalties/action taken by Corrective action
No. guideline which was not non-compliance regulatory agencies such as pollution taken,
complied with control boards or courts if any
Not Applicable
1. Water withdrawal, consumption, and discharge in areas of water stress (in kiloliters):
Not Applicable, the Company is not operating in any water stress area(s).
2. Please provide details of total Scope 3 emissions & their intensity, in the following format:
Total Scope 3 emissions (Break-up of the GHG into CO2, Metric tonnes of CO2
CH4, N2O, HFCs, PFCs, SF6, NF3, if available) equivalent
Total Scope 3 emissions per rupee of turnover Not Measured
Total Scope 3 emission intensity (optional) – the relevant
metric may be selected by the entity
3. With respect to the ecologically sensitive areas reported in Question 11 of Essential Indicators above, provide details of
the significant direct & indirect impact of the entity on biodiversity in such areas along with prevention and remediation
activities.
Not Applicable

4. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource
efficiency, or reduce impact due to emissions/effluent discharge/waste generated, please provide details of the same as
well as the outcome of such initiatives, as per the following format:
S. Initiative undertaken Details of the initiative (Web- Outcome of the initiative
No. link, if any, may be provided
along with summary)
1 Retrofitment of DGs to dual fuel mode - Transition to Green Fuel
(Diesel 30% and PNG 70%)
2 Conversion of biomass-based boiler to PNG-based - Transition to Green Fuel
boilers
3 Switched to Automatic Textile cutting machine - Productivity improvement and human safety
from Manual Travel Head clickers
4 Setting up of PVC Lamination plant to cater to - Better Quality of products and improved
synthetic leather requirement of featured PU and productivity
Shoe products
5 Transitioned to Servo Motors - Energy Conservation
6 Installed Dust Collector - Emission Reduction
5. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link.
Yes. The Company acknowledges the importance of business continuity plan to ensure seamless operations and has established
policies to guarantee uninterrupted critical business functions.
We have also obtained ISO 27001:2013 for our Information Security Management System for the continual improvement,
development, and protection of information assets and sensitive data. This certification validates our implementation of
appropriate risk assessments, policies, and controls. Additionally, we regularly conduct cybersecurity awareness training sessions
for our employees and have established a clear escalation process to report any suspicious activities. The risk management
committee oversees the management and strategy of our Information Technology function, ensuring the confidentiality,
integrity, and availability of computer systems, networks, and data by safeguarding against cyber-attacks and unauthorized
access.
6. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What mitigation or
adaptation measures have been taken by the entity in this regard.
We have not currently monitored the impacts to the environment arising from the value chain of the entity.
7. Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental
impacts.
No assessment done

Principle 7
Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and
transparent
1. a. Number of affiliations with trade and industry chambers/associations: 16
b. List the top 10 trade and industry chambers/associations (determined based on the total members of such body) the
entity is a member of / affiliated to.
S. Name of the trade and industry chambers/ associations Reach of trade and industry chambers/
N. associations (State/National)
1. PHD Chamber of Commerce National
2. CIFI (Confederation of Indian Footwear Industries) National
3. CFLA (Council for Footwear Leather and Accessories) National
4. All India Rubber Association National
5. Development Council For Footwear & Leather Industry National
6. All India Federation of Plastic Industries- (Delhi) State
7. FORM (Foundation of Rubber & Polymer Manufacturer) State
8. Bahadurgarh Chamber of Commerce & Industries State
9. Footwear Park Association- HSIIDC - (Bahadurgarh) State
10. Bahadurgarh Footwear Development Services Pvt. Ltd. State
2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the entity,
based on adverse orders from regulatory authorities.
Name of Authority Brief of the case Corrective
action taken
There are no cases of anti-competitive conduct in the Company in FY 2024
1. Details of public policy positions advocated by the entity:
Not Applicable
Principle 8
Businesses should promote inclusive growth and equitable development
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current
financial year.
The company has not conducted any Social Impact Assessments (SIA). However, we realise the importance of social impact
assessments in understanding and addressing the potential social implications of our business activities.
2. Provide information on the project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by
your entity, in the following format:
Our operations and expansion projects have not resulted in the displacement of any population or their livelihoods. As a result,
we have not undertaken any Rehabilitation and Resettlement (R&R) activities.
3. Describe the mechanisms to receive and redress grievances of the community:

The Company continuously engages with the community members for any of their grievances.
In addition to Grievance Redressal, the community stakeholders also have the option of sharing their concerns with the Company
via e-mail and the toll-free number mentioned on the Company’s website.

4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:
Category of waste FY 2024 (In %) FY 2023 (In %)
Directly sourced from MSMEs/ small producers 48.94 66.05
Directly from within India 82.63 78.85
5. Job creation in smaller towns – Disclose wages paid to persons employed (including employees or workers employed on a
permanent or non-permanent / on contract basis) in the following locations, as % of total wage cost-
The Company has plants, warehouses, offices & retail outlets spread across PAN India including Bahadurgarh, Bhiwadi, Haridwar,
Delhi, etc..
Location FY 2024 FY 2023
Rural 1.53 0.72
Semi-urban 0.33 0.09
Urban 51.06 50.17
Metropolitan 47.08 49.01
(Place to be categorized as per RBI Classification System - rural / semi-urban / urban/metropolitan)
1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments
(Reference: Question 1 of Essential Indicators above):
Not Applicable
2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts as
identified by government bodies:
S. State Aspirational District Amount Spent (in D)
N.
1. Uttarakhand Haridwar 4.35 Crores
3. a. Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising
marginalized /vulnerable groups? (Yes/No)
No
b. From which marginalized /vulnerable groups do you procure?

Not Applicable
c. What percentage of total procurement (by value) does it constitute?

Not Applicable
4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in the current
financial year), based on traditional knowledge:
The Company doesn’t own or acquire intellectual property based on traditional knowledge.
5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related disputes wherein
usage of traditional knowledge is involved.
Not Applicable
6. Details of beneficiaries of CSR Projects:

Refer to Annexure D of Board’s Report.

Principle 9
Businesses should engage with and provide value to their consumers in a responsible manner
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
The company has a well-established and comprehensive system in place to handle consumer feedback effectively. It has created
multiple avenues of communication, including convenient options such as online service requests, a dedicated toll-free number,
and an accessible email ID. These channels enable customers to easily raise their complaints and provide valuable feedback
regarding the company’s products or services.
Moreover, the company also welcomes walk-in complaints through its Exclusive Brand Outlets (EBOs), ensuring that customers
have various options to voice their concerns directly. This approach emphasizes the company’s commitment to listening to its
customers and addressing their concerns promptly.
To ensure efficiency and responsiveness, an internal team is dedicated to continuously monitoring these communication
platforms. This proactive monitoring allows the team to stay informed about incoming feedback and complaints, enabling them
to take timely and appropriate actions to resolve issues and enhance customer satisfaction.
2. Turnover of products and / services as a percentage of turnover from all products/services that carry information about:
As a percentage of total turnover
Environmental and social parameters relevant to the
product Relaxo products carry all the information on the product box which is
Safe and responsible usage mandatory as part of the regulatory compliance.
Recycling and/or safe disposal
3. Number of consumer complaints in respect of the following:

FY 2024 FY 2023
Received Pending Remarks Received Pending Remarks
during the resolution at during the resolution at
year end of year year end of year
Data Privacy - - - - - -
Advertising
Cyber-security - - - - - -
Delivery of essential services - - - - - -
Restrictive trade practices - - - - - -
Unfair trade practices - - - - - -
Others (i.e. General Customer Complaints) 2366 - - 2165 - -
4. Details of instances of product recalls on accounts of safety issues:

Number Reasons for recall
Voluntary recalls
Not Applicable
Forced recalls
5. Does the entity have a framework/policy on cyber security and risks related to data privacy? (Yes/No) If available, provide
a web link to the policy.
Yes, the Company has a policy on information security in place which is available on the internal network of the Company. Apart
from that, the Company is ISO 27001:2013 certified and conducts regular audits as well.
The company’s risk management framework also includes risk mitigation steps to overcome cybersecurity and risk related to
data privacy.
Link of Risk Management Policy

https://dxkvlfvncvqr8.cloudfront.net/media/file/pdf/download_file/risk-management-policy-1708068852.pdf
https://www.relaxofootwear.com/policies

6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential
services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty/action taken
by regulatory authorities on safety of products/services.
Not Applicable
7. Provide the following information relating to data breaches:

a. Number of instances of data breaches - Nil
b. Percentage of data breaches involving personally identifiable information of customers - NA
c. Impact, if any, of the data breaches - NA
1. Channels/platforms where information on products and services of the entity can be accessed (provide a web link, if
available).
Information on the products and services of the entity can be access ed on the Company’s Website.
Link to the website - https://www.relaxofootwear.com/
2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services.
Not Applicable
3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services.

Not Applicable
4. Does the entity display product information on the product over and above what is mandated as per local laws? (Yes/No/
Not Applicable) If yes, provide details in brief. Did your entity carry out any survey with regard to consumer satisfaction
relating to the major products/services of the entity, significant locations of operation of the entity or the entity as a whole?
(Yes/No)
The Company displays the necessary information on the product which is mandatory as per applicable Laws.
The Company take periodic surveys to identify its performance as well as assess customer satisfaction.

FINANCIAL
STATEMENTS

Independent Auditors’ Report
TO THE MEMBERS OF RELAXO FOOTWEARS LIMITED
Report on the Financial Statements Basis for Opinion

Opinion We conducted our audit in accordance with the Standards on
We have audited the accompanying financial statements of Auditing (SAs) specified under section 143(10) of the Act. Our
Relaxo Footwears Limited (“the Company”), which comprise responsibilities under those Standards are further described
the Balance Sheet as at March 31, 2024, the Statement of in the Auditor’s Responsibilities for the Audit of the Financial
Profit and Loss (including Other Comprehensive Income), the Statements section of our report. We are independent of the
Statement of Changes in Equity and Statement of Cash Flows Company in accordance with the Code of Ethics issued by the
for the year then ended, and notes to the financial statements, Institute of Chartered Accountants of India (“ICAI”) together
including a summary of material accounting policies and other with the ethical requirements that are relevant to our audit of
explanatory information (hereinafter referred to as the “financial the financial statements under the provisions of the Act and
statements”). the rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the
In our opinion and to the best of our information and according to ICAI’s Code of Ethics. We believe that the audit evidence we
the explanations given to us, the aforesaid financial statements have obtained is sufficient and appropriate to provide a basis
give the information required by the Companies Act, 2013 (the for our opinion.
“Act”) in the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards prescribed Key Audit Matters
under section 133 of the Act read with the Companies (Indian Key audit matters are those matters that, in our professional
Accounting Standards) Rules, 2015, as amended, (“Ind AS”) judgment, were of most significance in our audit of the
and other accounting principles generally accepted in India, of financial statements of the current period. These matters
the state of affairs of the Company as at March 31, 2024 and were addressed in the context of our audit of the financial
its profit, total comprehensive income, changes in equity and its statements as a whole, and in forming our opinion thereon, and
cash flows for the year ended on that date. we do not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit
matters to be communicated in our report.
Description of Key Audit Matters:
Key audit matters How our audit addressed the key audit matter
Revenue Recognition
(Refer Note no. 20, 29 and 47 to the Financial statements)
As per the accounting policy of the Company, the revenue is recognised Our audit procedures included the following:
upon transfer of control of goods to the customer and thus requires an • Obtained an understanding from the management with regard to
estimation of the revenue taking into consideration the rebates and controls relating to recording of rebates and discounts and period
discounts as per the terms of the contracts. end provisions relating to estimation of revenue, and tested the
With regard to the determination of revenue, the management is operating effectiveness of such controls;
required to make significant estimates in respect of following: • Tested the inputs used in the estimation of revenue in context of
• the rebates/ discounts linked to sales, which will be given to the rebates and discounts to source data;
customers pursuant to schemes offered by the Company; and • Assessed the underlying assumptions used for determination of
• discounts offered by the customers to the ultimate consumers at rebates and discounts;
the behest of the Company. • Ensured the completeness of liabilities recognised by evaluating the
The matter has been determined to be a key audit matter in view of the parameters for sample schemes;
involvement of significant estimates by the management. •
Performed look-back analysis for past trends by comparing
recent actuals with the estimates of earlier periods and assessed
subsequent events;
• Tested credit notes issued to customers and payments made to
them during the year and subsequent to the year-end along with the
terms of the related schemes.
Based on the above procedures, we did not identify any significant
deviation to the assessment made by management in respect of
estimation of rebates and discounts.

Key audit matters How our audit addressed the key audit matter
Provisions, Litigations, Claims and Contingent Liabilities:
(Refer Note-16, 29 and 30)
The management is required to make judgements and estimates in Our audit procedures included the following:
relation to the issues and exposures arising from a range of matters • We tested the design, implementation and operating effectiveness
relating to direct tax, indirect tax, general legal proceedings and other of key internal controls around the recognition and measurement of
eventualities arising in the regular course of business. The Company provisions.
is also subject to complexities arising from uncertain tax positions on
• We inquired about the status in respect of significant provisions with
deductibility of expenses and allowance of certain tax deductions.
the Company’s internal tax and legal team.
The key judgement lies in determining the likelihood and magnitude of
• We assessed the value of material provisions in light of the nature
the possible cash outflows and interpretations of the legal aspects, tax
of the exposures, applicable regulations and related correspondence
legislations and judgements previously made by authorities. By nature,
with the authorities.
these are complex and include many variables.
• We challenged the assumptions and critical judgements made by
the Company which impacted their estimate of provision required,
considering judgements previously made by the authorities in
the relevant jurisdictions or any relevant opinions given by the
Company’s advisors and assessing whether there was an indication
of management bias.
• We verified the calculation of provision on a test check basis.
Information Other than the Financial Statements and maintenance of adequate accounting records in accordance
Auditor’s Report thereon with the provisions of the Act for safeguarding the assets of
The Company’s Board of Directors is responsible for the the Company and for preventing and detecting frauds and other
preparation of the other information. The other information irregularities; selection and application of appropriate accounting
comprises the information included in the Management policies; making judgments and estimates that are reasonable
Discussion and Analysis, Board’s Report including Annexures and prudent; and design, implementation and maintenance
to Board’s Report, Business Responsibility Report, Corporate of adequate internal financial controls, that were operating
Governance and Shareholder’s Information, but does not include effectively for ensuring the accuracy and completeness of the
the financial statements and our auditor’s report thereon. The accounting records, relevant to the preparation and presentation
Other Information is expected to be made available to us after of the financial statements that give a true and fair view and are
the date of this auditor’s report. Our opinion on the financial free from material misstatement, whether due to fraud or error.
statements does not cover the other information and we do not
In preparing the financial statements, management is
express any form of assurance conclusion thereon. In connection
responsible for assessing the Company’s ability to continue as
with our audit of the financial statements, our responsibility is
a going concern, disclosing, as applicable, matters related to
to read the other information and, in doing so, consider whether
going concern and using the going concern basis of accounting
the other information is materially inconsistent with the financial
unless management either intends to liquidate the Company or
statements, or our knowledge obtained during the course
to cease operations, or has no realistic alternative but to do so.
of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that Those Board of Directors are also responsible for overseeing the
there is a material misstatement of this other information, we Company’s financial reporting process.
are required to report that fact. We have nothing to report in
this regard. Auditor’s Responsibility for the Audit of the Financial
Statements
Management’s Responsibility for the Financial Our objectives are to obtain reasonable assurance about whether
Statements the financial statements as a whole are free from material
The Company’s Board of Directors is responsible for the misstatement, whether due to fraud or error, and to issue an
matters stated in section 134(5) of the Act, with respect to the auditor’s report that includes our opinion. Reasonable assurance
preparation of these financial statements that give a true and is a high level of assurance but is not a guarantee that an audit
fair view of the financial position, financial performance, cash conducted in accordance with SAs will always detect a material
flows and changes in equity of the Company in accordance misstatement when it exists. Misstatements can arise from fraud
with the accounting principles generally accepted in India, or error and are considered material if, individually or in aggregate,
including the Indian Accounting Standards (Ind AS) prescribed they could reasonably be expected to influence the economic
under section 133 of the Act. This responsibility also includes decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise We also provide those charged with governance with a statement
professional judgment and maintain professional scepticism that we have complied with relevant ethical requirements
throughout the audit. We also: regarding independence, and to communicate with them all
Identify and assess the risks of material misstatement of the relationships and other matters that may reasonably be thought
financial statements, whether due to fraud or error, design to bear on our independence, and where applicable, related
and perform audit procedures responsive to those risks, and safeguards.
obtain audit evidence that is sufficient and appropriate to
From the matters communicated with those charged with
provide a basis for our opinion. The risk of not detecting a
governance, we determine those matters that were of most
material misstatement resulting from fraud is higher than for
significance in the audit of the financial statements of the
one resulting from error, as fraud may involve collusion, forgery,
current period and are therefore the key audit matters. We
intentional omissions, misrepresentations, or the override of
describe these matters in our auditor’s report unless law or
internal control.
regulation precludes public disclosure about the matter or
Obtain an understanding of internal control relevant to the audit when, in extremely rare circumstances, we determine that a
in order to design audit procedures that are appropriate in the matter should not be communicated in our report because the
circumstances. Under section 143(3)(i) of the Act, we are also adverse consequences of doing so would reasonably be expected
responsible for expressing our opinion on whether the Company to outweigh the public interest benefits of such communication.
has an adequate internal financial controls system in place and
Report on Other Legal and Regulatory Requirements
the operating effectiveness of such controls.
1. As required by the Companies (Auditor’s Report) Order, 2020
Evaluate the appropriateness of accounting policies used (“the Order”) issued by the Central Government of India in
and the reasonableness of accounting estimates and related terms of section 143 (11) of the Act, we give in the Annexure
disclosures made by management. ‘A’ a statement on the matters specified in paragraphs 3 and
4 of the Order, to the extent applicable.
Conclude on the appropriateness of management’s use of the
going concern basis of accounting and, based on the audit 2. As required by section 143(3) of the Act, we report that:
evidence obtained, whether a material uncertainty exists related (a) We have sought and obtained all the information and
to events or conditions that may cast significant doubt on the explanations, which to the best of our knowledge and
Company’s ability to continue as a going concern. If we conclude belief were necessary for the purpose of our audit.
that a material uncertainty exists, we are required to draw
(b) In our opinion, proper books of account as required by
attention in our auditor’s report to the related disclosures in
law have been kept by the Company so far as it appears
the financial statements or, if such disclosures are inadequate,
from our examination of those books.
to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. (c)
The Balance Sheet, the Statement of Profit and Loss
However, future events or conditions may cause the Company to including Other Comprehensive Income, the Cash Flow
cease to continue as a going concern. Statement and Statement of Changes in Equity dealt with
by this Report are in agreement with the books of account.
Evaluate the overall presentation, structure and content of the (d)
In our opinion, the aforesaid financial statements
financial statements, including the disclosures, and whether the comply with the Indian Accounting Standards specified
financial statements represent the underlying transactions and under section 133 of the Act.
events in a manner that achieves fair presentation.
(e) On the basis of written representations received from
Materiality is the magnitude of misstatements in the financial the directors as at March 31, 2024 and taken on record
statements that, individually or in aggregate, makes it probable by the Board of Directors, none of the directors is
that the economic decisions of a reasonably knowledgeable user disqualified as at March 31, 2024 from being appointed
of the financial statements may be influenced. We consider as a director in terms of section 164 (2) of the Act.
quantitative materiality and qualitative factors in (i) planning the (f) With respect to the adequacy of the internal financial
scope of our audit work and in evaluating the results of our work; controls over financial reporting of the Company and the
and (ii) to evaluate the effect of any identified misstatements in operating effectiveness of such controls, refer to our
the financial statements. separate report in Annexure ‘B’.
(g) With respect to the other matters to be included in the
We communicate with those charged with governance regarding,
Auditor’s Report in accordance with the requirements of
among other matters, the planned scope and timing of the
section 197(16) of the Act, as amended:
audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit. In our opinion and to the best of our information
and according to the explanations given to us, the

remuneration paid by the Company to its directors (c) Based on the audit procedures that have been
during the year is in accordance with the provisions of considered reasonable and appropriate in
section 197 of the Act. the circumstances, nothing has come to our
(h) With respect to the other matters to be included in notice that has caused us to believe that the
the Auditor’s Report in accordance with Rule 11 of the representations under sub-clause (i) and (ii) of
Companies (Audit and Auditors) Rules, 2014, in our Rule 11(e), as provided under (a) and (b) above,
opinion and to the best of our information and according contain any material misstatement.
to the explanations given to us: v) a) The final dividend paid by the Company during
i) The Company has disclosed the impact of pending the year in respect of the same declared for the
litigations on its financial position in Note-30 to previous year is in accordance with section 123 of
financial statements. the Companies Act 2013 to the extent it applies
to payment of dividend (Refer Note No.13 to the
ii) The Company did not have any long-term contracts
financial statements);
including any derivative contracts for which there
were any material foreseeable losses. b)
As stated in Note No.48 to the financial
statements, the Board of Directors of the
iii) There has been no delay in transferring amounts
Company have proposed final dividend for
required to be transferred to the Investor Education
the year which is subject to the approval of
and Protection Fund by the Company.
the members at the ensuing Annual General
iv) (a)
The Management has represented that, to Meeting. The dividend declared is in accordance
the best of its knowledge and belief, no funds with section 123 of the Act to the extent it
(which are material either individually or in the applies to declaration of dividend;
aggregate) have been advanced or loaned or
vi)
Based on our examination, which included test
invested (either from borrowed funds or share
checks, the Company has used accounting software
premium or any other sources or kind of funds) by
for maintaining its books of account for the financial
the Company to or in any other person or entity,
year ended March 31, 2024 which has a feature of
including foreign entity (“Intermediaries”),
recording audit trail (edit log) facility and the same
with the understanding, whether recorded in
has operated throughout the year for all relevant
writing or otherwise, that the Intermediary
transactions recorded in the software. Further,
shall, whether, directly or indirectly lend or
during the course of our audit we did not come
invest in other persons or entities identified in
across any instance of the audit trail feature being
any manner whatsoever by or on behalf of the
tampered with.
Company (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of As proviso to Rule 3(1) of the Companies (Accounts)
the Ultimate Beneficiaries; Rules, 2014 is applicable from April 1, 2023, reporting
under Rule 11(g) of the Companies (Audit and Auditors)
(b)
The Management has represented, that, to
Rules, 2014 on preservation of audit trail as per the
the best of its knowledge and belief, no funds
statutory requirements for record retention is not
(which are material either individually or in
applicable for the financial year ended March 31, 2024.
the aggregate) have been received by the
Company from any person or entity, including
foreign entity (“Funding Parties”), with the
understanding, whether recorded in writing or For Gupta & Dua
otherwise, that the Company shall, whether, Chartered Accountants
directly or indirectly, lend or invest in other Firm’s Registration No.003849N
persons or entities identified in any manner
whatsoever by or on behalf of the Funding Mukesh Dua
Party (“Ultimate Beneficiaries”) or provide any Partner
guarantee, security or the like on behalf of the Membership No.085323
Ultimate Beneficiaries; New Delhi, May 9, 2024 UDIN: 24085323BKCTUN5094

Annexure “A” to the Independent Auditors’ Report
(Referred to in Paragraph 1 under the heading “Report on other legal and regulatory requirements” of our report of even date)
To the best of our information and according to the explanations provided to us by the Company and the books of account and records
examined by us in the normal course of audit, we state that:
1. a) (A) The Company has maintained proper records showing full particulars including quantitative details and situation of
Property, plant and equipment.
(B) The Company has maintained proper records showing full particulars of intangible assets.
b) According to the information and explanations given to us, property, plant and equipment have been physically verified by the
management in a phased periodical manner which in our opinion is reasonable having regard to the size of the Company and
nature of its assets. No material discrepancies were noticed on such verification.
c) Based upon the audit procedure performed and according to the records of the Company, the title deeds of the immovable
properties (other than properties where the Company is the lessee, and the lease agreements are duly executed in favour of
the lessee) are held in the name of the Company except for the following which are not held in the name of the Company:
Whether title deed

Relevant line Gross Carrying Title deeds Property held Reason for not being
Description of holder is a Promoter,
item in the Value held in the since which held in the name of
item of property Director or their
Balance Sheet (D in Crores) name of date the Company
Relative or Employee
Right-of-Use Leasehold Land at Orient Craft
Title deed
Assets Pathredi Industrial Limited December
127.06 No registration is under
(Refer note Area, Bhiwadi, (Erstwhile 30, 2023
process.
no.3) Rajasthan owner)
d) The Company has not revalued its Property, plant and any loans or provided any guarantees or security to the
equipment (including Right of use Assets) and intangible parties covered under section 185 of the Act. In respect
assets during the year end. of investments made by the Company, the provisions of
e) According to the information and explanations given section 186 of the Act have been complied with.
to us, no proceedings have been initiated or pending 5.
In our opinion and according to the information and
against the Company for holding any benami property explanations given to us, the Company has not accepted
under the Benami Transactions (Prohibition) Act, 1988 any deposit from the public during the year in terms of the
(as amended in 2016) and rules made thereunder. provisions of section 73 to 76 of the Act or any other relevant
2. In respect of its inventories: provisions of the Companies Act, 2013 and the rules made
thereunder.
a) The management has physically verified the inventories.
In our opinion, the frequency, coverage and procedure of 6. The maintenance of cost records has not been specified by
such verification is reasonable. The discrepancies noticed the Central Government under sub-section (1) of section
on verification between the physical stocks and the book 148 of the Companies Act, 2013 for the business activities
records were not material and such discrepancies have carried out by the Company. Hence, reporting under clause
been properly dealt with in the books of accounts. (vi) of the Order is not applicable to the Company.
b)
The Company has been sanctioned working capital 7. In respect of statutory dues:
limits in excess of H5 crores, in aggregate, from banks a) In our opinion, the Company has generally been regular
on the basis of security of current assets during the year. in depositing undisputed statutory dues, including
According to the information and explanations given Goods and Services tax, Provident Fund, Employees’
to us, the quarterly returns or statements filed by the State Insurance, Income Tax, Sales Tax, Service Tax, duty
Company with such banks are in agreement with the of Custom, duty of Excise, Value Added Tax, Cess and
books of accounts of the Company. other material statutory dues applicable to it with the
3.
In our opinion and according to the information and appropriate authorities.
explanations given to us, the Company has not made any There were no undisputed amounts payable in respect
investments in, provided any guarantee or security or of Goods and Service tax, Provident Fund, Employees’
granted any loans or, secured or unsecured to companies, State Insurance, Income Tax, Sales Tax, Service Tax, duty
firms, Limited Liability Partnerships or other parties. of Custom, duty of Excise, Value Added Tax, Cess and
4.
In our opinion and according to the information and other material statutory dues in arrears as at March 31,
explanations given to us, the Company has not granted 2024 for a period of more than six months from the date
they became payable.

b) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on March 31, 2024 on account
of disputes are given below: (H in Crores)
Nature Forum where dispute Period to which the
S. No. Name of the Statute Amount
of dues is pending amount relates
1. Haryana General Sales Tax Act, 1973 Purchase Tax Jt. Commissioner 2001-2002 0.20
2002-2003 0.15
2. Delhi Value Added Tax Act, 2005 Input Tax Appellate Tribunal, Delhi 2008-2009 0.02
2013-2014 0.22
3. i) Rajasthan Tax on Entry of Goods into Entry Tax Tax Board, Ajmer 2011-12 to 2016-17 0.71
Local Area Act, 1999
ii) Rajasthan Goods & services Tax-2017 Goods & Services Tax Jt. Commissioner 2019-20 to 2021-22 36.45
(State Tax), Jaipur
iii) Rajasthan Goods & services Tax-2017 Goods & Services Tax Special Commissioner 2017-18 0.10
4. Uttarakhand Goods & services Tax-2017 Goods & Services Tax Dy. Commissioner 2018-19 & 2019-20 0.74
(State tax), Haridwar
5. Uttar Pradesh Goods & services Tax-2017 Goods & Services Tax Additional Commissioner 2017-18 0.08
Grade-II Appeal
6. Income Tax Act, 1961 Income Tax Assessing Officer, 2008-09, 2013-14, 2.60
CIT (A), CPC 2016-17 to 2019-20,
2023-24
TDS Assessing Officer, 2008-09 to 2011-12, 0.04
CIT (A), ITAT 2013-14 to 2015-16,
2017-18 to 2019-20,
2022-23
Total 41.31
8. There were no transactions relating to previously unrecorded during the year. Hence, reporting under clause 3(x)(b) of
income that have been surrendered or disclosed as income the Order is not applicable.
during the year in the tax assessments under the Income 11. a) No fraud by the Company and no material fraud on the
Tax Act, 1961 (43 of 1961). Company has been noticed or reported during the year.
9. a) Based on the information and explanations given to b) No report under sub-section (12) of section 143 of the
us, we are of the opinion that the Company has not Companies Act has been filed in Form ADT-4 as prescribed
defaulted in repayment of loans or other borrowings or under rule 13 of Companies (Audit and Auditors) Rules,
in the payment of interest thereon to any lenders. 2014 with the Central Government, during the year and
b) The Company is not declared a wilful defaulter by any up to the date of this report.
bank or financial institution or other lender. c) We have taken into consideration the whistle blower
c) The Company has not taken any term loan during the complaints received by the Company during the year
year and there are no outstanding term loans at the (and up to the date of this report), while determining
beginning of the year and hence, reporting under clause the nature, timing and extent of our audit procedures.
3(ix)(c) of the Order is not applicable. 12. In our opinion, the Company is not a Nidhi Company.
d) On an overall examination of the financial statements of Therefore, the provisions of clause 3(xii) of the Order are not
the Company, funds raised on a short-term basis have, applicable to the Company.
prima facie, not been used during the year for long-term 13. In our opinion, the Company is in compliance with Section
purposes by the Company. 177 and 188 of the Companies Act, 2013 with respect to
e) The Company has no subsidiaries, associates or joint applicable transactions with the related parties and the
ventures. Hence, reporting under clause 3 (ix)(e) and (f) details of related party transactions have been disclosed
of the Order is not applicable. in the financial statements as required by the applicable
10. a) The Company has not raised money by way of an initial accounting standards.
public offer or further public offer (including debt 14. a) In our opinion, the Company has an adequate internal
instruments) during the year. Hence, reporting under audit system commensurate with the size and nature of
clause 3(x)(a) of the Order is not applicable. its business.
b) The Company has not made any preferential allotment b) We have considered the internal audit reports for the
of shares or fully or partially convertible debentures year under audit, issued to the Company during the

year and till date, in determining the nature, timing and not an assurance as to the future viability of the Company.
extent of our audit procedures. We further state that our reporting is based on the facts
15. A
ccording to the information and explanations given to us up to the date of the audit report and we neither give any
and on an overall examination of the financial statements of guarantee nor any assurance that all liabilities falling due
the Company, we report that the Company has not entered within a period of one year from the balance sheet date, will
into any non- cash transaction with directors or persons get discharged by the Company as and when they fall due.
connected with him, therefore, reporting under clause 3(xv) 20. a) There are no unspent amounts towards Corporate Social
of the Order is not applicable. Responsibility (CSR) on other than ongoing projects
16. a) The Company is not engaged in business of Non-Banking requiring a transfer to a Fund specified in Schedule
Financial Company or Housing Finance Company or Core VII to the Companies Act in compliance with second
Investment Company requiring registration under the proviso to sub-section (5) of Section 135 of the said Act.
Reserve Bank of India Act, 1934. Hence, reporting under Accordingly, reporting under clause 3(xx)(a) of the Order
clause 3(xvi)(a), (b) and (c) of the Order is not applicable. is not applicable for the year.
b) The Company is not a part of a Group as defined in the b)
In respect of ongoing projects, the Company has
Core Investment Companies (Reserve Bank) Directions, transferred unspent Corporate Social Responsibility
2016 and accordingly, reporting under clause 3(xvi)(d) of (CSR) amount as at the end of the previous financial
the Order is not applicable. year, to a Special account within a period of 30 days from
the end of the said financial year in compliance with the
17.
The Company has not incurred any cash losses in the
provision of section 135(6) of the Act.
financial year covered by our audit and in the immediately
preceding financial year.
In respect of ongoing projects, the Company has
transferred the unspent Corporate Social Responsibility
18. There has been no resignation of the statutory auditors of
(CSR) amount as at the Balance Sheet date out of the
the Company during the year.
amounts that was required to be spent during the year,
19. On the basis of the financial ratios, ageing and expected to a Special Account in compliance with the provision of
dates of realisation of financial assets and payment of sub-section (6) of section 135 of the Act.
financial liabilities, other information accompanying the
financial statements and our knowledge of the Board
of Directors and Management plans and based on our For Gupta & Dua
examination of the evidence supporting the assumptions, Chartered Accountants
nothing has come to our attention, which causes us to Firm’s Registration No.003849N
believe that any material uncertainty exists as on the date
of the audit report indicating that Company is not capable Mukesh Dua
of meeting its liabilities existing at the date of balance Partner
sheet as and when they fall due within a period of one year Membership No.085323
from the balance sheet date. We, however, state that this is New Delhi, May 9, 2024 UDIN: 24085323BKCTUN5094

Annexure “B” to the Independent Auditors’ Report
(Referred to in Paragraph 2(f) under the heading “Report on other legal and regulatory requirements” of our report of even date)
Report on the Internal Financial Controls under clause Meaning of Internal Financial Controls Over Financial
(i) of sub section 3 of section 143 of the Companies Act, Reporting
2013 (“the Act”) A company’s internal financial control over financial reporting is
We have audited the internal financial controls over financial a process designed to provide reasonable assurance regarding
reporting of Relaxo Footwears Limited (“the Company”) as of the reliability of financial reporting and the preparation of
March 31, 2024 in conjunction with our audit of the financial financial statements for external purposes in accordance with
statements of the Company for the year ended on that date. generally accepted accounting principles. A company’s internal
financial control over financial reporting includes those policies
Management’s Responsibility for Internal Financial Controls and procedures that (1) pertain to the maintenance of records
The Company’s management is responsible for establishing that, in reasonable detail, accurately and fairly reflect the
and maintaining internal financial controls based on the transactions and dispositions of the assets of the company; (2)
internal control over financial reporting criteria established by provide reasonable assurance that transactions are recorded
the Company considering the essential components of internal as necessary to permit preparation of financial statements in
control stated in the Guidance Note on Audit of Internal Financial accordance with generally accepted accounting principles, and
Controls Over Financial Reporting issued by the Institute of that receipts and expenditures of the company are being made
Chartered Accountants of India. These responsibilities include only in accordance with authorizations of management and
the design, implementation and maintenance of adequate directors of the company; and (3) provide reasonable assurance
internal financial controls that were operating effectively regarding prevention or timely detection of unauthorized
for ensuring the orderly and efficient conduct of its business, acquisition, use, or disposition of the company’s assets that
including adherence to company’s policies, the safeguarding of could have a material effect on the financial statements.
its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the Inherent Limitations of Internal Financial Controls Over
timely preparation of reliable financial information, as required Financial Reporting
under the Act. Because of the inherent limitations of internal financial controls
over financial reporting, including the possibility of collusion
Auditors’ Responsibility or improper management override of controls, material
Our responsibility is to express an opinion on the Company’s misstatements due to error or fraud may occur and not be
internal financial controls over financial reporting based on detected. Also, projections of any evaluation of the internal
our audit. We conducted our audit in accordance with the financial controls over financial reporting to future periods
Guidance Note on Audit of Internal Financial Controls Over are subject to the risk that the internal financial control over
Financial Reporting (the “Guidance Note”) and the Standards financial reporting may become inadequate because of changes
on Auditing, issued by ICAI and deemed to be prescribed under in conditions, or that the degree of compliance with the policies
section 143(10) of the Act, to the extent applicable to an audit of or procedures may deteriorate.
internal financial controls, both applicable to an audit of Internal
Financial Controls and, both issued by the Institute of Chartered Opinion
Accountants of India. Those Standards and the Guidance Note In our opinion, the Company has, in all material respects, an
require that we comply with ethical requirements and plan and adequate internal financial controls system over financial
perform the audit to obtain reasonable assurance about whether reporting and such internal financial controls over financial
adequate internal financial controls over financial reporting reporting were operating effectively as at March 31, 2024
was established and maintained and if such controls operated based on the internal control over financial reporting criteria
effectively in all material respects. established by the Company considering the essential
components of internal control stated in the Guidance Note on
Our audit involves performing procedures to obtain audit evidence
Audit of Internal Financial Controls Over Financial Reporting
about the adequacy of the internal financial controls system over
issued by the Institute of Chartered Accountants of India.
financial reporting and their operating effectiveness. Our audit
of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over
financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating For Gupta & Dua
effectiveness of internal control based on the assessed risk. Chartered Accountants
The procedures selected depend on the auditor’s judgment, Firm’s Registration No.003849N
including the assessment of the risks of material misstatement
of the financial statements, whether due to fraud or error.
Mukesh Dua
We believe that the audit evidence we have obtained is sufficient and Partner
appropriate to provide a basis for our audit opinion on the Company’s Membership No.085323
internal financial controls system over financial reporting. New Delhi, May 9, 2024 UDIN: 24085323BKCTUN5094

Balance Sheet as at March 31, 2024 (H in Crores)
Note As at As at
Particulars
No. March 31, 2024 March 31, 2023
ASSETS
Non-Current Assets
Property, Plant and Equipment 1 1006.30 923.89
Capital Work-in-Progress 1 32.52 87.77
Intangible Assets 2 21.95 30.76
Intangible Assets under Development 2 0.75 1.18
Right-of-Use Assets 3 342.85 195.58
Financial Assets
Investments 4 24.79 24.69
Loans 5 0.13 0.03
Other Financial Assets 6 20.71 18.00
Other Non-Current Assets 7 17.52 19.26
1467.52 1301.16
Current Assets
Inventories 8 598.80 563.78
Financial Assets
Trade Receivables 9 357.74 270.34
Cash and Cash Equivalents 10 40.35 10.27
Bank Balances other than Cash and Cash Equivalents 11 57.35 63.74
Loans 5 0.54 0.58
Other Current Assets 7 106.74 81.99
1246.39 1193.63
Total Assets 2713.91 2494.79
EQUITY AND LIABILITIES
Equity
Equity Share Capital 12 24.89 24.89
Other Equity 13 1976.22 1830.16
2001.11 1855.05
Liabilities
Non-Current Liabilities
Financial Liabilities
Lease Liabilities 150.43 128.28
Provisions 16 19.18 19.35
Deferred Tax Liabilities (Net) 17 23.74 21.46
193.35 169.09
Current Liabilities
Borrowings 14 18.54 -
Trade Payables
Total Outstanding Dues of Micro and Small Enterprises (Refer note no. 43 & 44) 72.65 70.41
Total Outstanding Dues of Creditors other than Micro and Small Enterprises 182.02 182.46
(Refer note no. 44)
Other Financial Liabilities 15 99.07 89.69
Other Current Liabilities 18 67.75 64.23
Provisions 16 40.10 25.14
Current Tax Liabilities (Net) 19 3.32 2.92
519.45 470.65
Total Equity and Liabilities 2713.91 2494.79
Material Accounting Policies (Refer note no. 29)
The accompanying notes are an integral part of financial statements.

As per our report of even date For and on behalf of the Board of Directors
For Gupta & Dua Ramesh Kumar Dua Mukand Lal Dua
Chartered Accountants Chairman & Managing Director Whole Time Director
Firm’s Registration No.: 003849N DIN: 00157872 DIN: 00157898
Mukesh Dua Sushil Batra Ankit Jain

Partner Executive Director & Chief Financial Officer Company Secretary
Membership No.: 085323 DIN: 09351823 Membership No.: FCS 8188
Delhi, May 9, 2024

Statement of Profit and Loss for the year ended March 31, 2024 (H in Crores)
Note Year ended Year ended

Particulars
No. March 31, 2024 March 31, 2023
INCOME
Revenue from Operations 20 2914.06 2782.77
Other Income 21 28.86 18.57
Total Income 2942.92 2801.34
EXPENSES
Cost of Materials Consumed, including Packing Material 1156.74 1183.19
Purchases of Stock-in-Trade 85.10 73.46
Changes in Inventories of Finished Goods, Stock-in-Trade and Work-in-Progress 22 (22.14) 77.67
Employee Benefits Expense 23 389.10 343.25
Finance Costs 24 18.69 19.24
Depreciation and Amortisation Expense 25 147.49 125.10
Other Expenses 26 898.67 769.42
Total Expenses 2673.65 2591.33
Profit Before Tax 269.27 210.01
Tax Expense 27
Current Tax 67.23 54.59
Deferred Tax 1.57 0.95
68.80 55.54
Profit for the year 200.47 154.47
Other Comprehensive Income not to be reclassified to Profit or Loss

Remeasurement Gains / (Losses) on Defined Benefit Plan 31(b) 2.82 2.62
Income Tax effect on above (0.71) (0.66)
2.11 1.96
Total Comprehensive Income for the year 202.58 156.43

(Comprising Profit and Other Comprehensive Income for the year)
Earnings Per Equity Share (Face Value of H1/- each) (In H) 33

Basic 8.05 6.21
Diluted 8.05 6.21


Delhi, May 9, 2024

Statement of Cash Flows for the year ended March 31, 2024 (H in Crores)
Year ended Year ended

Particulars
March 31, 2024 March 31, 2023
Cash Flow from Operating Activities
Adjustments for
Depreciation and Amortisation Expense 147.49 125.10
Finance Costs 18.69 19.24
Interest Income on Bonds / Bank Deposits (12.61) (5.55)
Net Gain on Investments (9.32) (6.32)
Net Unrealised (Gain) / Loss on Foreign Currency Transactions and Translations (0.79) (1.07)
Gain on Lease Modification, Termination and Concession (2.92) (0.85)
Share Based Payments 5.71 0.30
Net Unrealised (Gain) / Loss on Fair Valuation of Derivative Instruments (0.07) 0.26
Write down / (Reversal of write down) of Inventories (0.33) 1.04
Bad Debts Written off 1.84 0.13
Provision no longer required (Expected Credit Loss) written back (2.14) (0.13)
Net Allowance for Expected Credit Loss (0.28) 0.75
Net (Gain) / Loss on Disposal / Write off of Property, Plant and Equipment 2.51 2.55
Operating Profit Before Working Capital Changes 417.05 345.46
Changes in Working Capital
Adjustments for (Increase) / Decrease in Operating Assets
Current and Non-Current Financial Assets (2.77) (1.68)
Other Non-Current Assets 0.56 (0.13)
Trade Receivables (86.24) (19.49)
Other Current Assets (24.75) (2.10)
Inventories (34.69) 108.43
Adjustments for Increase / (Decrease) in Operating Liabilities
Trade Payables 1.75 31.52
Other Financial Liabilities 11.03 (5.82)
Provisions 16.49 (4.57)
Other Current Liabilities 3.52 3.94
Net Cash Flow from / (used in) Working Capital (115.10) 110.10
Cash Generated from Operations 301.95 455.56
Taxes Paid* (66.83) (55.49)
Net Cash Generated from / (used in) Operating Activities 235.12 400.07
Cash Flow from Investing Activities
Purchase of Property, Plant and Equipment including Capital Work-in-Progress (248.36) (176.88)
Purchase of Intangible Assets including Intangible Assets under Development (1.03) (8.31)
Proceeds from Sale of Property, Plant and Equipment 3.25 0.88
(Purchase) / Redemption of Mutual Funds and Bonds (Net) 126.94 (24.71)
Interest received on Bonds / Bank Deposits 11.56 3.57
(Investment) / Maturity of Bank Deposits with original maturity of more than three months 9.01 (53.00)
Net Cash Flow from / (used in) Investing Activities (98.63) (258.45)

Statement of Cash Flows for the year ended March 31, 2024 (contd.) (H in Crores)

Particulars
March 31, 2024 March 31, 2023
Cash Flow from Financing Activities
Proceeds from issuance of Equity Shares under Employee Stock Option Plan - 0.00
Securities Premium received on exercise of Equity Shares issued under Employee Stock Option Plan - 0.43
Proceeds from / (Repayment) of Current Borrowings (Net) 18.54 (20.00)
Principal Payment of Lease Liabilities (44.09) (37.41)
Dividend Paid (62.23) (62.23)
Interest paid on Lease Liabilities (14.93) (13.70)
Other Finance Costs (3.70) (5.54)
Net Cash Flow from / (used in) Financing Activities (106.41) (138.45)
Net Increase / (Decrease) in Cash and Cash Equivalents 30.08 3.17
Cash and Cash Equivalents at the beginning of year 10.27 7.10
Exchange Fluctuation Gain / (Loss) on Foreign Currency Bank Balances 0.00 (0.00)
Cash and Cash Equivalents at the end of year 40.35 10.27
Components of Cash and Cash Equivalents (At the end of year)
Balances with Banks on Current Accounts 12.05 9.87
Bank Deposits with original maturity of less than three months (including accrued interest) 27.01 -
Cash on Hand 1.29 0.40
40.35 10.27
The above cash flow statement has been prepared under the indirect method as set out in Ind AS 7 - “Statement of Cash Flows”.
Total cash outflow for leases H59.02 crores (previous year H51.11 crores).
*Direct Taxes paid are treated as arising from operating activities and are not bifurcated between investing and financing activities.
Changes in liabilities arising from financing activities, including changes arising from cash flows and non cash changes as per
IND AS 7 - “Statement of Cash Flows” are shown below : (H in Crores)
Non Cash Changes
Cash Flows Lease
As at As at
Particulars from / Recognition Modification,
April 1, 2023 March 31, 2024
(used in) of new leases Termination
and Concession
Borrowings - 18.54 - - 18.54
Lease Liabilities 164.08 (44.09) 69.36 (2.92) 186.43
164.08 (25.55) 69.36 (2.92) 204.97
(H in Crores)
Non Cash Changes
Cash Flows Lease
As at As at
Particulars from / Recognition Modification,
April 1, 2022 March 31, 2023
(used in) of new leases Termination
and Concession
Borrowings 20.00 (20.00) - - -
Lease Liabilities 154.04 (37.41) 48.30 (0.85) 164.08
174.04 (57.41) 48.30 (0.85) 164.08


Delhi, May 9, 2024

Statement of Changes in Equity for the year ended March 31, 2024
Equity Share Capital (Refer note no. 12) (H in Crores)
Particulars
March 31, 2024 March 31, 2023
Balance at the beginning of year

24,89,38,586 (previous year 24,89,26,046) Equity Shares of face value of H1/- each (previous year 24.89 24.89
H1/- each)
Changes in Share Capital

Nil (previous year 12,540) Equity Shares of face value of H1/- each (previous year H1/- each) issued - 0.00
under Employee Stock Option Plan (Refer note no. 32)
Balance at the end of year

24,89,38,586 (previous year 24,89,38,586) Equity Shares of face value of H1/- each (previous year
24.89 24.89
H1/- each)
There are no changes in equity share capital due to prior period errors.
Other Equity (Refer note no. 13) (H in Crores)

Reserves and Surplus
Particulars Share Options Other Total

Securities General Retained
Outstanding Comprehensive
Premium Reserve Earnings
Account Income
As at April 1, 2023 216.83 0.48 1527.22 80.64 4.99 1830.16
Profit for the year - - - 200.47 - 200.47
Remeasurement Gains / (Losses) on Defined Benefit - - - - 2.11 2.11
Plan (Net of Tax)
Transfer from Retained Earnings to General Reserve - - 125.00 (125.00) - -
Share Based Payments under Employee Stock Option Plan - 5.71 - - - 5.71
Final Dividend on Equity Shares for the year ended March - - - (62.23) - (62.23)
31, 2023 @ H2.50 per equity share
As at March 31, 2024 216.83 6.19 1652.22 93.88 7.10 1976.22

Statement of Changes in Equity for the year ended March 31, 2024 (contd.)
Other Equity (Refer note no. 13) (contd.) (H in Crores)
Particulars Share Options Other Total

Securities General Retained
Outstanding Comprehensive
Premium Reserve Earnings
Account Income
As at April 1, 2022 216.20 2.37 1450.23 63.40 3.03 1735.23
Profit for the year - - - 154.47 - 154.47
Remeasurement Gains / (Losses) on Defined Benefit - - - - 1.96 1.96
Plan (Net of Tax)
Transfer from Retained Earnings to General Reserve - - 75.00 (75.00) - -
Share Based Payments under Employee Stock Option Plan - 0.30 - - - 0.30
Transferred from Share Options Outstanding Account to 0.20 (0.20) - - - -
Securities Premium on issuance of 12,540 Equity Shares of
face value of H1/- each under Employee Stock Option Plan
Securities Premium received on exercise of 12,540 Equity 0.43 - - - - 0.43
Shares of face value of H1/- each under Employee Stock
Option Plan
Transferred from Share Options Outstanding Account - (1.99) 1.99 - - -
to General Reserve on cancellation of Options under
Employee Stock Option Plan
Final Dividend on Equity Shares for the year ended March - - - (62.23) - (62.23)
31, 2022 @ H2.50 per equity share
As at March 31, 2023 216.83 0.48 1527.22 80.64 4.99 1830.16


Delhi, May 9, 2024

Notes forming part of Financial Statements
Note No. 1: Property, Plant and Equipment & Capital Work-in-Progress (H in Crores)
Net Carrying
Gross Carrying Amount Accumulated Depreciation
Amount
Particulars
As at Disposals/ As at As at Disposals/ As at As at
Additions Depreciation
April 1, 2023 Adjustments March 31, 2024 April 1, 2023 Adjustments March 31, 2024 March 31, 2024
Property, Plant and Equipment
Freehold Land 163.30 - - 163.30 - - - - 163.30
Buildings 409.54 25.04 4.53 430.05 68.23 14.86 0.69 82.40 347.65
Leasehold Improvements 18.99 14.75 0.29 33.45 11.48 2.78 0.18 14.08 19.37
Plant and Equipments 441.45 85.15 8.81 517.79 139.38 33.52 7.31 165.59 352.20
Moulds 129.98 26.36 0.06 156.28 93.36 21.65 0.06 114.95 41.33

Furniture and Fixtures 28.57 4.34 0.27 32.64 13.16 2.65 0.19 15.62 17.02
Vehicles 18.37 2.39 1.41 19.35 8.04 2.05 1.29 8.80 10.55
Office Equipments 13.35 2.24 0.30 15.29 9.58 1.30 0.27 10.61 4.68
Computers 23.44 5.00 1.33 27.11 14.36 3.98 1.29 17.05 10.06
Electrical Installations 42.47 10.76 0.15 53.08 18.52 3.90 0.11 22.31 30.77
Temporary Structure 3.10 0.21 0.05 3.26 2.11 0.39 0.05 2.45 0.81
Wind Power Generation Plant 17.32 - - 17.32 7.77 0.99 - 8.76 8.56
1309.88 176.24 17.20 1468.92 385.99 88.07 11.44 462.62 1006.30
Capital Work-in-Progress * 87.77 12.79 68.04 32.52 - - - - 32.52

87.77 12.79 68.04 32.52 - - - - 32.52
* Includes building under construction.
For capital commitments, refer note no. 30.
There are no changes due to revaluation and acquisition through business combination.
For details of title deeds, refer note no. 49(a).
For ageing of capital work-in-progress, refer note no. 49(b).
Note No. 1: Property, Plant and Equipment & Capital Work-in-Progress (contd.) (H in Crores)
Net Carrying
Amount
Particulars
Property, Plant and Equipment
Freehold Land 163.30 - - 163.30 - - - - 163.30
Buildings 318.12 93.70 2.28 409.54 55.66 13.16 0.59 68.23 341.31

Leasehold Improvements 16.77 2.99 0.77 18.99 10.39 1.57 0.48 11.48 7.51
Plant and Equipments 357.64 84.59 0.78 441.45 111.14 28.73 0.49 139.38 302.07
Moulds 109.35 22.81 2.18 129.98 77.14 18.11 1.89 93.36 36.62
Furniture and Fixtures 24.16 4.80 0.39 28.57 10.97 2.41 0.22 13.16 15.41
Vehicles 14.57 4.80 1.00 18.37 6.89 1.61 0.46 8.04 10.33
Office Equipments 11.76 2.03 0.44 13.35 8.51 1.46 0.39 9.58 3.77
Computers 18.00 6.15 0.71 23.44 12.31 2.73 0.68 14.36 9.08
Electrical Installations 33.07 9.62 0.22 42.47 15.36 3.30 0.14 18.52 23.95
Temporary Structure 2.37 0.80 0.07 3.10 1.93 0.25 0.07 2.11 0.99
Wind Power Generation Plant 17.32 - - 17.32 6.78 0.99 - 7.77 9.55
1086.43 232.29 8.84 1309.88 317.08 74.32 5.41 385.99 923.89
Capital Work-in-Progress 145.18 87.30 144.71 87.77 - - - - 87.77

145.18 87.30 144.71 87.77 - - - - 87.77
Note No. 2: Intangible Assets & Intangible Assets under Development (H in Crores)
Net Carrying
Gross Carrying Amount Accumulated Amortisation
Amount
Particulars
Additions Amortisation
Intangible Assets
Computer Software and Licenses 25.79 0.84 0.08 26.55 13.56 3.17 0.08 16.65 9.90
Intellectual Property Rights 66.05 0.62 - 66.67 47.52 7.10 - 54.62 12.05
91.84 1.46 0.08 93.22 61.08 10.27 0.08 71.27 21.95
Intangible Assets under 1.18 0.26 0.69 0.75 - - - - 0.75

Development *

1.18 0.26 0.69 0.75 - - - - 0.75
* Includes cost related to intellectual property rights under registration.

For ageing of intangible assets under development, refer note no. 49(b).
Note No. 2: Intangible Assets & Intangible Assets under Development (H in Crores)
Net Carrying
Gross Carrying Amount Accumulated Amortisation
Amount
Particulars
Additions Amortisation
Intangible Assets
Computer Software and Licenses 15.00 10.79 - 25.79 11.85 1.71 - 13.56 12.23
Intellectual Property Rights 65.93 0.12 - 66.05 40.48 7.04 - 47.52 18.53
80.93 10.91 - 91.84 52.33 8.75 - 61.08 30.76
Intangible Assets under 3.78 0.13 2.73 1.18 - - - - 1.18

Development
3.78 0.13 2.73 1.18 - - - - 1.18
Note No. 3: Right-of-Use Assets (H in Crores)
Net Carrying
Amount
Particulars
Leasehold Land * 52.44 127.06 - 179.50 3.80 0.95 - 4.75 174.75
Buildings 237.73 87.22 54.10 270.85 90.79 48.20 36.24 102.75 168.10
290.17 214.28 54.10 450.35 94.59 49.15 36.24 107.50 342.85

* For details of title deeds, refer note no. 49(a).
Note No. 3: Right-of-Use Assets (H in Crores)

Net Carrying
Amount
Particulars
Leasehold Land 52.44 - - 52.44 3.25 0.55 - 3.80 48.64
Buildings 206.79 57.82 26.88 237.73 66.67 41.48 17.36 90.79 146.94
259.23 57.82 26.88 290.17 69.92 42.03 17.36 94.59 195.58
Note No. 4: Investments (H in Crores)
As at As at
Particulars
March 31, 2024 March 31, 2023
Non-Current
Investment at Fair Value through Other Comprehensive Income (FVTOCI)
Unquoted
40 (previous year 40) Equity Shares of face value of H50,000/- each fully paid up of Bahadurgarh 0.20 0.20
Footwear Development Services Private Limited
Investment at Fair Value through Profit or Loss (FVTPL)
Quoted
25 (previous year 25) Perpetual Bonds of face value of H1,00,00,000/- each fully paid up of 7.55% 24.59 24.49
State Bank of India Unsecured Non - Convertible Perpetual Subordinated Basel III Compliant Tier
1 Bonds (first call option December 14, 2026)
24.79 24.69
Current
Investment at Fair Value through Profit or Loss (FVTPL)
Quoted
27,602.44 (previous year 76,746.70) units of Mutual Funds of face value of H1,000/- each of SBI 15.07 39.10
Magnum Ultra Short Duration Fund - Regular Growth
58,87,953.25 (previous year 3,57,84,830.62) units of Mutual Funds of face value of H10/- each of 23.12 131.34
Kotak Savings Fund - Regular Growth
Nil (previous year 14,350.91) units of Mutual Funds of face value of H1,000/- each of SBI Liquid - 5.02
Fund - Regular Growth
Nil (previous year 250) Perpetual Bonds of face value of H10,00,000/- each fully paid up of 9.15% - 25.13
ICICI Bank Limited Unsecured Non - Convertible Perpetual Subordinated Basel III Compliant Tier 1
Bonds (first call option June 20, 2023)
450 (previous year Nil) Perpetual Bonds of face value of H10,00,000/- each fully paid up of 8.50% 44.68 -
State Bank of India Unsecured Non - Convertible Perpetual Subordinated Basel III Compliant Tier 1
Bonds (first call option November 22, 2024)
82.87 200.59
Aggregate amount of Quoted Investments and market value thereof
Current 82.87 200.59
Non-Current 24.59 24.49
Aggregate amount of Unquoted Investments
Non-Current 0.20 0.20
Note No. 5: Loans

Unsecured, considered good unless otherwise stated (H in Crores)
As at As at
Particulars
March 31, 2024 March 31, 2023
Non-Current
Loans to Employees 0.13 0.03
0.13 0.03
Current
Loans to Employees 0.54 0.58
0.54 0.58
There are no loans granted to promoters, directors, KMPs and related parties.
There are no loans which have significant increase in credit risk and no loans are credit impaired.

Note No. 6: Other Financial Assets
As at As at
Particulars
March 31, 2024 March 31, 2023
Non-Current
Security Deposits * 20.70 17.98
Bank Deposits pledged as security with Government Authorities 0.01 0.02
Interest accrued on Bank Deposits 0.00 0.00
20.71 18.00
Current
Interest accrued on Bonds 1.93 2.34
Derivative Instruments measured at Fair Value through Profit or Loss
Foreign Exchange Forward Contracts 0.07 -
2.00 2.34
* Security deposits are recoverable upon termination of agreement unless otherwise agreed.
Note No. 7: Other Assets

As at As at
Particulars
March 31, 2024 March 31, 2023
Non-Current
Capital Advances * 8.53 9.71
Prepaid Expenses 1.92 2.48
Balances / Deposits with Statutory or Government Authorities 7.07 7.07
17.52 19.26
Current
Advance for supply of goods and rendering of services * 21.43 8.48
Prepaid Expenses 13.39 12.54
Insurance Claims Receivable 30.28 30.55
Export Incentives Receivable 0.61 0.81
Duty Credit Scripts 0.13 0.05
Input Tax Balances 34.40 24.79
GST Refundable 6.50 4.77
106.74 81.99
* There are no advances given to promoters, directors, KMPs and related parties.

Note No. 8: Inventories
Valued at lower of cost and net realisable value (H in Crores)
As at As at
Particulars
March 31, 2024 March 31, 2023
Raw Materials including Packing Material (Includes in transit H41.47 crores (previous year H22.22 crores)) 166.63 156.03
Work-in-Progress 82.99 93.39
Finished Goods 289.93 265.31
Stock-in-Trade (Includes in transit H0.11 crore (previous year Nil)) 36.81 28.89
Stores and Spares including Fuel (Includes in transit H0.06 crore (previous year H0.16 crore)) 22.44 20.16
598.80 563.78
Inventories are hypothecated by way of first pari passu charge against working capital facilities. (Refer note no. 14)
Write down of inventories to net realisable value related to raw materials, work-in-progress and finished goods amounted to Nil (previous year H1.04
crores (Net)). The reversal of write down of inventories amounted to H0.33 crore (previous year Nil).
Note No. 9: Trade Receivables (H in Crores)
As at As at
Particulars
March 31, 2024 March 31, 2023
Current
Secured, considered good * 4.86 2.19
Unsecured, considered good 352.88 268.15
Unsecured, credit impaired 3.21 5.63
360.95 275.97
Allowance for Expected Credit Loss (Refer note no. 36) (3.21) (5.63)
357.74 270.34
* Against bank guarantees.
There are no trade receivables which have significant increase in credit risk. For ageing of trade receivables refer note no. 35.
There are no debts due by promoters, directors, KMPs and related parties.
For information related to credit risk of trade receivables refer note no. 36.
Note No. 10: Cash and Cash Equivalents (H in Crores)
As at As at
Particulars
March 31, 2024 March 31, 2023
Balances with Banks on Current Accounts 12.05 9.87

Bank Deposits with original maturity of less than three months 27.00 -
Cash on Hand 1.29 0.40
Interest accrued on Bank Deposits 0.01 -
40.35 10.27
There are no repatriation restrictions with regard to cash and cash equivalents.

Note No. 11: Bank Balances other than Cash and Cash Equivalents (H in Crores)
As at As at
Particulars
March 31, 2024 March 31, 2023
Earmarked Balances with Banks - Unpaid Dividends (Refer note no. 15) 0.37 0.34
Bank Deposits with original maturity of more than three months and having remaining maturity 45.99 55.00
upto twelve months
Bank Deposits pledged as security with Government Authorities 0.01 -
Unspent Corporate Social Responsibility Accounts ^ (Refer note no. 16) 9.19 8.07
Interest accrued on Bank Deposits 1.79 0.33
57.35 63.74
^ Earmarked for CSR projects. (Refer note no. 41)
Note No. 12: Equity Share Capital (H in Crores)
As at As at
Particulars
March 31, 2024 March 31, 2023
Authorised
H1/- each)
51.00 51.00
Issued, Subscribed and Fully Paid up

H1/- each)
24.89 24.89

Reconciliation of Share Capital (H in Crores)
Particulars
March 31, 2024 March 31, 2023
Balance at the beginning of year

24.89 24.89
H1/- each)
Changes in Share Capital

Nil (previous year 12,540) Equity Shares of face value of H1/- each (previous year H1/- each) issued
- 0.00
under Employee Stock Option Plan (Refer note no. 32)
Balance at the end of year

24.89 24.89
H1/- each)
There are no changes in equity share capital due to prior period errors.
Rights, Preferences and Restrictions attached to Equity Shares

The Company has one class of equity shares having a face value of H1/- each (previous year H1/- each). Each shareholder is eligible
for one vote per share held and carry a right to dividend. The dividend proposed by the Board of Directors is subject to the approval
of the shareholders in the ensuing annual general meeting, except in case of interim dividend. In the event of liquidation, the equity
shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion
to their shareholding.
Equity Shares reserved for issue under Employee Stock Option Plan
For details of shares reserved under Employee Stock Option Plan refer note no. 32.
The equity shares of the Company are listed at BSE Limited and National Stock Exchange of India Ltd. The annual listing fee has been
paid for the year.

Details of Shareholders holding more than 5% Shares in the Company
As at March 31, 2024 As at March 31, 2023
Name of Shareholders
No. of Shares % of Total Shares No. of Shares % of Total Shares
Ramesh Kumar Dua 5,84,27,744 23.47% 5,84,01,744 23.46%
Mukand Lal Dua 5,07,53,160 20.39% 5,07,25,466 20.38%
SBI Mutual Fund & Sub accounts 2,00,37,067 8.05% 1,66,98,557 6.71%
VLS Securities Limited 1,55,94,000 6.26% 1,55,94,000 6.26%
Details of Promoters Shareholding

As at March 31, 2024 As at March 31, 2023 % Change
Name of Promoters No. of % of Total No. of % of Total during
Shares Shares Shares Shares the Year
Ramesh Kumar Dua 5,84,27,744 23.47% 5,84,01,744 23.46% 0.01%
Mukand Lal Dua 5,07,53,160 20.39% 5,07,25,466 20.38% 0.01%
Usha Dua 95,60,510 3.84% 95,60,510 3.84% -
Lalita Dua 95,32,362 3.83% 95,32,362 3.83% -
Ritesh Dua 93,43,674 3.75% 93,43,674 3.75% -
Gaurav Kumaar Dua 93,43,674 3.75% 93,43,674 3.75% -
Nitin Dua 93,43,674 3.75% 93,43,674 3.75% -
Rahul Dua 93,43,674 3.75% 93,44,043 3.75% (0.00%)
Nikhil Dua 92,43,674 3.71% 92,43,674 3.71% -
Sakshi Dua 20,20,000 0.81% 20,20,000 0.81% -
Mukand Lal Dua (HUF) 4,64,000 0.19% 4,64,000 0.19% -
Ramesh Kumar Dua (HUF) 40,000 0.02% 40,000 0.02% -
17,74,16,146 71.27% 17,73,62,821 71.25% 0.02%
As at March 31, 2023 As at March 31, 2022 % Change

Name of Promoters No. of % of Total No. of % of Total during
Shares Shares Shares Shares the Year
Ramesh Kumar Dua 5,84,01,744 23.46% 5,78,17,744 23.23% 0.23%
Mukand Lal Dua 5,07,25,466 20.38% 5,01,41,920 20.14% 0.23%
Usha Dua 95,60,510 3.84% 94,60,510 3.80% 0.04%
Lalita Dua 95,32,362 3.83% 95,32,362 3.83% (0.00%)
Ritesh Dua 93,43,674 3.75% 93,43,674 3.75% (0.00%)
Gaurav Kumaar Dua 93,43,674 3.75% 93,43,674 3.75% (0.00%)
Nitin Dua 93,43,674 3.75% 93,43,674 3.75% (0.00%)
Rahul Dua 93,44,043 3.75% 93,43,674 3.75% (0.00%)
Nikhil Dua 92,43,674 3.71% 93,43,674 3.75% (0.04%)
Sakshi Dua 20,20,000 0.81% 20,20,000 0.81% (0.00%)
Mukand Lal Dua (HUF) 4,64,000 0.19% 4,64,000 0.19% (0.00%)
Ramesh Kumar Dua (HUF) 40,000 0.02% 40,000 0.02% (0.00%)
17,73,62,821 71.25% 17,61,94,906 70.78% 0.47%
Aggregate number of Equity Shares issued as Bonus during the period of five years immediately preceding the reporting date
Board of Directors at their meeting held on June 28, 2019 allotted 12,40,50,873 fully paid up bonus shares in the ratio of 1:1.
(i.e. one bonus share of H1/- each to every shareholder holding one equity share of H1/- each).

Note No. 13: Other Equity (H in Crores)
As at As at
Particulars
March 31, 2024 March 31, 2023

Securities Premium 216.83 216.83
Share Options Outstanding Account 6.19 0.48
General Reserve 1652.22 1527.22
Retained Earnings 93.88 80.64
Other Comprehensive Income
Remeasurement Gains / (Losses) on Defined Benefit Plan 7.10 4.99
1976.22 1830.16
Movement in Other Equity (H in Crores)

Particulars
March 31, 2024 March 31, 2023
Securities Premium
Opening Balance 216.83 216.20
Transferred from Share Options Outstanding Account on issuance of Equity Shares under - 0.20
Employee Stock Option Plan
Securities Premium received on exercise of Equity Shares under Employee Stock Option Plan - 0.43
Closing Balance 216.83 216.83
Share Options Outstanding Account

Share Based Payments under Employee Stock Option Plan (Refer note no. 23) 5.71 0.30
Transferred to Securities Premium on issuance of Equity Shares under Employee Stock Option Plan - (0.20)
Transferred to General Reserve on cancellation of Options under Employee Stock Option Plan - (1.99)
General Reserve
Transferred from Retained Earnings 125.00 75.00
Transferred from Share Options Outstanding Account on cancellation of Options under Employee - 1.99
Stock Option Plan
Retained Earnings
Profit for the year 200.47 154.47
Transferred to General Reserve (125.00) (75.00)
Final Dividend on Equity Shares for the year ended March 31, 2023 @ H2.50 per equity share (62.23) (62.23)
(previous year @ H2.50 per equity share)
Remeasurement Gains / (Losses) on Defined Benefit Plan (Net of Tax) 2.11 1.96
1976.22 1830.16

Nature and Purpose of Reserves
Securities Premium - Securities Premium represents the amount received in excess of par value of equity shares of the Company.
The same, inter alia, may be utilised by the Company to issue fully paid-up bonus shares to its members and buying back the shares
in accordance with provisions of the Companies Act, 2013.
Share Options Outstanding Account - The Share Options Outstanding Account is used to record the fair value of equity-settled,
share-based payment transactions with employees. The amount recorded in share options outstanding account is transferred to
securities premium upon issuance of equity shares and transferred to general reserve on cancellation of vested options.
General Reserve - General reserve is created from time to time by way of transfer of profits from retained earnings for appropriation
purposes. It is created by a transfer from one component of equity to another and is not an item of other comprehensive income.
Retained Earnings - Retained Earnings represents the undistributed profits of the Company accumulated as on balance sheet date.
Remeasurement Gains / (Losses) on Defined Benefit Plan in Other Comprehensive Income - Remeasurement comprises of the
actuarial gains and losses on the defined benefit obligation, the difference between the actual total return on assets and the interest
income on plan assets calculated based on the discount rate used to determine the defined benefit obligation, as well as any changes
in the effect of the asset ceiling excluding the amount included in net interest. These are subsequently not to be reclassified to profit
or loss.
Note No. 14: Borrowings (H in Crores)

As at As at
Particulars Maturity Date Interest Rate
March 31, 2024 March 31, 2023
Current
Secured Working Capital facilities from Banks
Loans Repayable on Demand On Demand 4.55% - 10.05% 18.54 -
18.54 -
Secured by way of first pari passu charge on entire current assets and personal guarantee of Managing Director and Whole Time Director.
(Refer note no. 8, 24 & 38)
The borrowings have been used towards the specific purpose for which they were taken.
There is no default in repayment of principal borrowings or interest thereon.
Note No. 15: Other Financial Liabilities (H in Crores)

As at As at
Particulars
March 31, 2024 March 31, 2023
Current
Retention Money 3.60 3.68
Interest accrued on Borrowings from Banks 0.06 0.00
Security Deposit
Customers * (Refer note no. 24) 31.81 29.80
Others ** 0.61 0.61
Unpaid Dividends ^ (Refer note no. 11) 0.37 0.34
Payable to Employees 38.92 35.92
Director’s Commission Payable (Refer note no. 39) 21.43 15.41
Payable for Capital Goods 2.27 3.68
Derivative Instruments measured at Fair Value through Profit or Loss

Foreign Exchange Forward Contracts - 0.25
99.07 89.69
* Deposit from customers are interest bearing and repayable on termination of agreement.
** Amount received from vendors as non interest bearing security towards performance of contract terms.
^ No amount is due to be transferred to Investor Education and Protection Fund.

Note No. 16: Provisions (H in Crores)
As at As at
Particulars
March 31, 2024 March 31, 2023
Non-Current
Provision for Employee Benefits
Compensated Absences 14.87 13.25
Others
Corporate Social Responsibility (Refer note no. 11, 26, 30 & 41) 4.31 6.10
19.18 19.35
Current
Provision for Employee Benefits
Compensated Absences 7.50 5.76
Gratuity [Refer note no. 31(b)] 0.11 4.54
Others
Corporate Social Responsibility (Refer note no. 11, 26, 30 & 41) 9.57 8.32
Rebates and Discounts 22.92 6.52
40.10 25.14

Movement in Provision for Compensated Absences (H in Crores)

Particulars
March 31, 2024 March 31, 2023

Created during the year 5.97 4.88
Utilised during the year 2.61 2.65
Movement in Provision for Corporate Social Responsibility (H in Crores)

Particulars
March 31, 2024 March 31, 2023

Movement in Provision for Rebates and Discounts (H in Crores)

Particulars
March 31, 2024 March 31, 2023


Movement in Provision for Gratuity (H in Crores)

Particulars
March 31, 2024 March 31, 2023

Note No. 17: Deferred Tax Liabilities (Net) (H in Crores)
As at As at
Particulars
March 31, 2024 March 31, 2023
Deferred Tax Liabilities 23.74 21.46

23.74 21.46
Movement in Deferred Tax Assets / (Liabilities) (H in Crores)
Recognised
As at Recognised in in Other As at
Particulars
April 1, 2023 Profit and Loss Comprehensive March 31, 2024
Income
Deferred Tax Assets / (Liabilities)
Fair valuation of Financial Instruments through
Profit or Loss
Investments 0.11 0.18 - 0.29
Derivative Instruments 0.06 (0.08) - (0.02)
Expenses Allowable on payment basis 17.50 0.65 (0.71) 17.44
Impact of Lease Liabilities 41.30 5.62 - 46.92
Allowance for Expected Credit Loss for Trade 3.15 (0.53) - 2.62
Receivables (Net) & write down / reversal of
write down of Inventories
Accumulated Depreciation and Amortisation (83.58) (7.41) - (90.99)
(21.46) (1.57) (0.71) (23.74)
(H in Crores)
Recognised
As at Recognised in in Other As at
Particulars
April 1, 2022 Profit and Loss Comprehensive March 31, 2023
Income
Deferred Tax Assets / (Liabilities)
Fair valuation of Financial Instruments through
Profit or Loss
Investments 0.61 (0.50) - 0.11
Derivative Instruments (0.04) 0.10 - 0.06
Expenses Allowable on payment basis 16.93 1.23 (0.66) 17.50
Impact of Lease Liabilities 38.77 2.53 - 41.30
Allowance for Expected Credit Loss for Trade 2.73 0.42 - 3.15
Receivables (Net) & write down / reversal of
write down of Inventories
Accumulated Depreciation and Amortisation (78.85) (4.73) - (83.58)
(19.85) (0.95) (0.66) (21.46)

Note No. 18: Other Current Liabilities (H in Crores)
As at As at
Particulars
March 31, 2024 March 31, 2023
Advance from Customers * 6.59 6.46
Statutory Dues
Entry Tax (Refer note no. 30) 46.80 46.80
Others ^ 14.36 10.97
67.75 64.23
* Revenue recognised during current year includes customer advances outstanding at the beginning of year.
^ Includes statutory dues on account of TDS, PF, ESI and GST etc.
Note No. 19: Current Tax Liabilities (Net) (H in Crores)

As at As at
Particulars
March 31, 2024 March 31, 2023
Income Tax (Net of Advance Tax and Tax Deducted at Source) 3.29 2.89
Interest on Income Tax 0.03 0.03
3.32 2.92
Note No. 20: Revenue from Operations (H in Crores)

Particulars
March 31, 2024 March 31, 2023
Revenue from Contracts with Customers
Manufactured and Traded
Footwear (Refer note no. 45 & 47) 2881.88 2752.05
Wind Power 3.95 3.97
Others * 7.77 8.12
2893.60 2764.14
Other Operating Revenue
Scrap Sale 14.47 15.42
Export Incentives 3.15 2.75
Provision no longer required (Expected Credit Loss) written back (Refer note no. 9) 2.14 0.13
Other Operating Income ^ 0.70 0.33
20.46 18.63
2914.06 2782.77
* Includes accessories, raw material etc.
^ Includes franchisee fees etc.
Note No. 21: Other Income (H in Crores)

Particulars
March 31, 2024 March 31, 2023
Interest Income on
Financial Assets measured at Amortised Cost 6.17 2.47
Financial Assets measured at FVTPL 6.44 3.08
Other Non Operating Income

Net Gain on Investments measured at FVTPL * 9.32 6.32
Net Gain on Foreign Currency Transactions and Translations 3.59 5.18
Net Gain on Fair Valuation of Derivative Instruments measured at FVTPL 0.37 0.49
Gain on Lease Modification, Termination and Concession (Refer note no. 46) 2.92 0.85
Miscellaneous Income 0.05 0.18
28.86 18.57
* Includes realised net gain on sale of investments H10.49 crores (previous year H6.78 crores).

Note No. 22: Changes in Inventories of Finished Goods, Stock-in-Trade and Work-in-Progress (H in Crores)

Particulars
March 31, 2024 March 31, 2023
Inventories at the end of year

Stock-in-Trade 36.81 28.89
409.73 387.59
Inventories at the beginning of year
Stock-in-Trade 28.89 31.34
387.59 465.26
Net (Increase) / Decrease
Finished Goods (24.62) 76.44
Stock-in-Trade (7.92) 2.45
Work-in-Progress 10.40 (1.22)
(22.14) 77.67
Note No. 23: Employee Benefits Expense (H in Crores)

Particulars
March 31, 2024 March 31, 2023
Salaries, Wages and other benefits 330.57 294.18

Contribution to Provident and other funds [Refer note no. 31(a)] 24.77 23.12
Gratuity Expenses [Refer note no. 31(b)] 7.72 7.22
Share Based Payments (Refer note no. 13) 5.71 0.30
Staff Welfare Expenses 20.33 18.43
389.10 343.25
Note No. 24: Finance Costs (H in Crores)

Particulars
March 31, 2024 March 31, 2023
Interest on
Borrowings (Refer note no. 14) 1.50 0.62
Security Deposits (Refer note no. 15) 2.03 1.94
Income Tax 0.03 0.03
Other Borrowing Costs

Processing Fees 0.15 0.15
Other Interest 0.05 2.80
18.69 19.24
Note No. 25: Depreciation and Amortisation Expense (H in Crores)

Particulars
March 31, 2024 March 31, 2023
Depreciation on Property, Plant and Equipment (Refer note no. 1) 88.07 74.32
Amortisation of Intangible Assets (Refer note no. 2) 10.27 8.75
Depreciation on Right-of-Use Assets (Refer note no. 3) 49.15 42.03
147.49 125.10

Note No. 26: Other Expenses (H in Crores)

Particulars
March 31, 2024 March 31, 2023
Advertisement and Sales Promotion 128.69 122.49

Freight and Forwarding 141.35 119.79
Power and Fuel 107.65 91.61
Consumption of Stores 8.20 7.60
Processing Charges 302.65 262.03
Handling Charges 31.04 28.29
Repair and Maintenance
Plant and Equipment 23.83 19.71
Computer Equipment & Software 19.63 14.80
Others 10.32 9.90
Legal and Professional (Refer note no. 42) 41.41 16.89
Security Expenses 14.88 13.70
Insurance 9.03 8.20
Rates and Taxes 1.41 1.25
Printing and Stationery 2.46 2.36
Courier and Communication Expenses 3.74 2.95
Travelling and Conveyance 25.49 22.75
Corporate Social Responsibility (Refer note no. 16 & 41) 6.21 6.73
Festival Expenses 2.70 2.15
Bank Charges 2.33 2.41
Net Loss on Disposal / Write off of Property, Plant & Equipment 2.51 2.55
Allowance for Expected Credit Loss (Refer note no. 9) - 0.75
Bad Debts Written off 1.84 0.13
Miscellaneous 11.30 10.38
898.67 769.42
Note No. 27: Tax Expense (H in Crores)

Particulars
March 31, 2024 March 31, 2023
Current Tax
Current year 67.23 54.58
Adjustments related to previous years 0.00 0.01
Deferred Tax 1.57 0.95
68.80 55.54

Reconciliation of Tax Expense and the Accounting Profit (H in Crores)

Particulars
March 31, 2024 March 31, 2023
Tax @ 25.168% (previous year @ 25.168%) 67.77 52.86
Items giving rise to difference in tax

Deduction under Chapter VI-A of the Income Tax Act, 1961 (0.77) (0.47)
Non-deductible expenses for tax purpose on account of CSR 1.56 1.69
Others 0.24 1.46
Tax Expense 68.80 55.54

Note No. 28: Company Information • Expected to be realised or intended to be sold or
Relaxo Footwears Limited (“the Company”) is a public limited consumed in normal operating cycle
Company incorporated in India in the year 1984, with its • Held primarily for the purpose of trading
registered office at Aggarwal City Square, Plot No.10, Manglam • Expected to be realised within twelve months after the
Place, District Centre, Sector 3, Rohini, Delhi-110085. Its shares reporting period, or
are listed at BSE Limited and National Stock Exchange of India
• Cash or cash equivalent unless restricted from being
Ltd. The Company is a market leader in the Footwear Industry.
exchanged or used to settle a liability for at least twelve
The Company has ‘state of the art’ manufacturing facilities
months after the reporting period. All other assets are
at Bahadurgarh (Haryana), Bhiwadi (Rajasthan) and Haridwar
classified as non-current.
(Uttarakhand) and sells primarily in India through distributors.
For details of promoters shareholding and shareholders holding Liabilities
more than 5% shares in the Company, refer note no. 12. A liability is classified as current when it satisfies any of
the following criteria
Note No. 29: Material Accounting Policies
• Expected to be settled in normal operating cycle
a. Basis of preparation and measurement
• Held primarily for the purpose of trading
The financial statements of the Company have been
• Due to be settled within twelve months after the
prepared in accordance with Indian Accounting Standards
reporting period, or
(“Ind AS”) notified under section 133 of the Companies Act,
2013 (“the Act”) read with Companies (Indian Accounting • There is no unconditional right to defer the settlement
Standards) Rules, 2015 and subsequent amendments of the liability for at least twelve months after the
thereto along with other provisions of the Act and relevant reporting period. The Company classifies all other
guidelines issued by the Securities and Exchange Board of liabilities as non-current.
India (“SEBI”).
Deferred tax assets and liabilities are classified as non-
The financial statements for the year ended March 31, current assets and liabilities.
2024 are authorised for issue by the Board of Directors at
Accounting policies have been consistently applied except
their meeting held on May 9, 2024.
where a newly issued accounting standard is initially
The financial statements have been prepared on accrual and adopted or a revision to an existing accounting standard
going concern basis. Historical cost is used in preparation of requires a change in the accounting policy hitherto in use.
financial statements except following assets and liabilities
Figures have been rounded off to the nearest crore of
which have been measured at fair value.
rupees upto two decimal places, unless otherwise stated.
• Certain financial assets and liabilities, including The figure 0.00 wherever stated represents amount less
derivative instruments and Investments than H50,000.
• Defined benefit plan
b.
Use of Accounting Judgements, Estimates and
• Share based payment
Assumptions
Classification of Current or Non-Current Assets and Liabilities The preparation of financial statements in conformity
All the assets and liabilities have been classified as current with Ind AS requires the Company’s management to
or non-current as per the Company’s normal operating make judgements, estimates and assumptions about the
cycle and other criteria set out in the Division II of Schedule carrying amount of assets and liabilities recognised in the
III to the Companies Act, 2013 and Ind AS 1 “Presentation financial statements that are not readily apparent from
of financial statements”. other sources. The judgements, estimates and associated
assumptions are based on historical experience and other
The operating cycle is the time between the acquisition of factors including estimation of effects of uncertain future
assets for processing and their realisation in cash and cash events that are considered to be relevant, however actual
equivalents. The Company has identified twelve months as results may differ from these estimates.
its operating cycle.
The following are the judgements, estimates &
Assets assumptions that have been made by the management in
An asset is classified as current when it satisfies any of the the process of applying the Company’s accounting policies.
following criteria

Material Accounting Policies
• Management uses judgement in deciding whether • Management judgement is required for estimating
individual item or group of items are material in the the possible outflow of resources, if any, in respect
financial statements. Materiality is judged by reference of contingencies / claims / litigations against the
to the size and nature of the item. The deciding factor Company as it is not possible to predict the outcome of
is whether omission, misstatement or obscuring the pending matters with accuracy.
information could individually or collectively influence • The Company evaluates if an arrangement qualifies to
the economic decision that users make on the basis of be a lease as per the requirements of Ind AS 116 “Leases”.
the financial statements. Identification of a lease requires judgment in assessing
• Tax expense is calculated using applicable tax rate the lease term (including anticipated renewals) and the
and laws that have been enacted or substantially applicable discount rate.
enacted. In arriving at taxable profit and all tax bases • The contracts with customers include transfer of
of assets and liabilities, the Company determines the promised goods to the customers. Judgement is required
taxability based on tax enactments, relevant judicial to determine the transaction price for the contract.
pronouncements and tax expert opinions and makes The transaction price could be either a fixed amount
appropriate provisions which includes an estimation of customer consideration or variable consideration
of the likely outcome of any open tax assessments / with elements such as rebates and discounts etc. The
litigations. Any difference is recognised on closure of estimated amount of variable consideration is adjusted
assessment or in the period in which they are agreed. in the transaction price only to the extent that it is
• Defined benefit obligations are measured at fair value highly probable that a significant reversal in the amount
for financial reporting purposes. Fair value determined of cumulative revenue recognised will not occur and is
by actuary is based on actuarial assumptions. reassessed at the end of each reporting period.
Management judgement is required to determine such
actuarial assumptions. Such assumptions are reviewed c. Property, Plant and Equipment
annually using the best information available with the Property, Plant and Equipment are stated at cost less
management. accumulated depreciation and impairment loss, if any.
• When the fair value of financial assets and financial Freehold land is disclosed at cost less impairment, if
liabilities recorded in these financial statements any. The cost comprises its purchase price, other non-
cannot be measured based on quoted price in active refundable taxes, duties and any directly attributable
markets, their fair value is measured using valuation costs of bringing the asset to its working condition for its
techniques. The inputs to these valuation techniques intended use.
are taken from observable markets where possible, Subsequent expenditure is recognised as an increase in
but where this is not feasible, a degree of judgement is the carrying amount of the asset when it is probable that
required in establishing fair values. Judgements include future economic benefits deriving from the cost incurred
consideration of inputs such as liquidity risk, credit risk will flow to the Company and the cost of the item can be
and volatility etc. measured reliably.
• The Company makes allowance for expected credit loss
The Company identifies and determines cost of each
based on a provision matrix which takes into account
component of the asset separately, if the component has a
historical credit loss experience and adjusted for current
cost which is significant to the total cost of the asset and
estimates.
has useful life that is materially different from that of the
• The determination of depreciation and amortisation remaining asset.
charge depends on the useful lives for which judgements
and estimates are required. The residual values, useful The present value of the expected cost for decommissioning
lives, and method of depreciation/amortisation of of an asset, if any, after its use is included in the cost of the
property, plant and equipment and intangible assets respective asset if the recognition criteria for a provision
are reviewed at each financial year end and adjusted are met.
prospectively, if appropriate. The cost of self-constructed assets includes the cost of
• Inventories are stated at the lower of cost and net material, direct labour, borrowing cost and any other costs
realisable value. In estimating the net realisable value directly attributable to bringing the assets to the location
of inventories the Company makes an estimate of and condition necessary for it to be capable of operating in
future selling prices and costs necessary to make the manner intended by management.
the sale.

Property, Plant and Equipment not ready for their intended e. Leases
use as on the balance sheet date are disclosed as “Capital The Company as a lessee
work-in-progress”. Advances given towards acquisition /
The Company assesses whether the contract is or contains
construction of property, plant and equipment outstanding
a lease, if the contract involves:
at each reporting date are disclosed as capital advances
under other non-current assets. Other indirect expenses (a) The use of an identified asset,
incurred related to project, net of income earned during (b) The right to obtain substantially all the economic
the project development stage prior to its intended use, benefits from use of the identified asset, and
are considered as pre-operative expense and included in (c) The right to direct the use of the identified asset.
capital work-in-progress.
Lease Liabilities
An item of property, plant and equipment and any
Lease liabilities are measured at the present value of the
significant part initially recognised, is derecognised upon
contractual payments due to the lessor over the lease
disposal or when no future economic benefits are expected
term, with the discount rate determined by reference to
from its use. Any gain or loss arising on derecognition of
the rate inherent in the lease unless this is not readily
the asset (difference between the net disposal proceeds
determinable, in which case the Company’s incremental
and the carrying amount of the asset) is included in
borrowing rate on commencement of the lease is used.
the statement of profit and loss when the asset is
derecognised. Principal payment of lease liabilities have been classified
within financing activities.
d. Intangible Assets
Intangible assets are stated at cost less accumulated Right-of-use Assets
amortisation and impairment loss, if any. The cost Right-of-use assets are initially measured at the amount
comprises its purchase price, other non- refundable taxes, of the lease liability, reduced for any lease incentives
duties and any directly attributable costs of bringing the received, and increased for
asset to its working condition for its intended use. • Lease payments made at or before commencement of
Intangible assets which are not ready for intended use as the lease
on the date of balance sheet are disclosed as “Intangible • Initial direct costs incurred and
assets under development”. • The amount of any provision recognised where the
Company is contractually required to dismantle, remove
Subsequent expenditure is recognised as an increase in
or restore the leased asset.
the carrying amount of the asset when it is probable that
future economic benefits deriving from the cost incurred Subsequently, the right-of-use assets are measured at
will flow to the Company and the cost of the item can be cost less any accumulated depreciation and impairment
measured reliably. losses, if any.
Revenue expenditure pertaining to research is charged to Right-of-use assets are depreciated on a straight line
the statement of profit and loss. Development costs of method over the remaining term of the lease or useful life
products are also charged to the statement of profit and of the assets whichever is shorter.
loss unless a product’s commercial feasibility has been
established, in which case such expenditure is capitalised. Right-of-use assets are tested for impairment whenever
there is any indication that their carrying amount may not
Intangible asset initially recognised, is derecognised upon be recoverable. Impairment loss, if any, is recognised in the
disposal or when no future economic benefits are expected statement of profit and loss.
from its use. Any gain or loss arising on derecognition of
the asset (difference between the net disposal proceeds Modifications to a lease agreement beyond the original
and the carrying amount of the asset) is included in terms and conditions are generally accounted for as a
the statement of profit and loss when the asset is remeasurement of the lease liability with a corresponding
derecognised. adjustment to the right-of-use asset. Any gain or loss on
modification is recognised in the statement of profit and loss.

f. Inventories amount that would have been determined had no
The cost of raw material, packing material, stores and impairment loss been recognised for the asset in prior
spares includes purchase price, non-refundable taxes, periods. A reversal of an impairment loss is recognised as
duties, freight inward and other costs incurred in bringing income immediately.
the inventories to their present location and condition.
h. Financial Instruments
Trade discounts, rebates and other similar items are
deducted in determining the cost. Financial assets and financial liabilities are recognised
when a Company becomes a party to the contractual
The cost of work-in-progress and finished goods includes provisions of the instruments.
all cost of purchases, conversion and other costs incurred
in bringing the inventories to their present location and Financial Assets
condition. Initial Recognition and Measurement
The cost of stock-in-trade includes purchase price, non- All financial assets are recognised initially at fair value
refundable taxes, duties, freight inward and other costs plus, in the case of financial assets not recorded at fair
incurred in bringing the inventories to their present value through profit or loss, transaction costs that are
location and condition. attributable to the acquisition of the financial assets.
These include trade receivables, cash & cash equivalents,
Material and other items held for use in the production of bank balances other than cash & cash equivalents and
inventories are not written down below cost if the finished other financial assets.
products in which they will be used are expected to be sold
at or above cost. Classification and Subsequent Measurement
Financial assets are subsequently measured at amortised
Net realisable value is the estimated selling price in the
cost or fair value through other comprehensive income or
ordinary course of business, less estimated costs of
fair value through profit or loss depending on its business
completion and other costs necessary to make the sale.
model for managing those financial assets and the asset
Inventories are valued at the lower of cost and net contractual cash flow characteristics.
realisable value. Cost is determined on moving weighted
Financial Assets at Amortised Cost
average basis.
A financial asset is subsequently measured at amortised
g. Impairment of Non-Financial Assets cost if it is held within a business model whose objective is
The carrying amount of assets are reviewed at each to hold the asset in order to collect contractual cash flows
reporting date if there is any indication of impairment and the contractual terms of the financial asset give rise on
based on internal and external factors. specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
An impairment loss is recognised wherever the carrying
amount of an asset exceeds its recoverable amount. An Financial Assets at Fair Value through Other Comprehensive
asset’s recoverable amount is the higher of fair value less Income (FVTOCI)
costs of disposal and value in use. In assessing value in use, A financial asset is subsequently measured at fair value
the estimated future cash flows are discounted to their through other comprehensive income if it is held within
present value using a pre-tax discount rate that reflects a business model whose objective is achieved by both
current market assessments of the time value of money collecting contractual cash flows and selling financial assets
and the risks specific to the asset. In determining fair value and the contractual terms of the financial asset give rise on
less cost of disposal, recent market transactions are taken specified dates to cash flows that are solely payments of
into account. If no such transaction can be identified, an principal and interest on the principal amount outstanding.
appropriate valuation model is used. The company may make an irrevocable election to present
subsequent changes in the fair value of equity investment
A previously recognised impairment loss is further provided
not held for trading in other comprehensive income.
or reversed depending on changes in circumstances.
Financial Assets at Fair Value through Profit or Loss (FVTPL)
Where an impairment loss subsequently reverses, the
carrying amount of the asset is increased to the revised A financial asset which is not classified in any of the above
estimate of its recoverable amount, but so that the categories is subsequently measured at fair value through
increased carrying amount does not exceed the carrying profit or loss.

Derecognition Derecognition
The Company derecognises a financial asset only when the A financial liability is derecognised when the obligation
contractual right to the cash flow from the asset expires or under the liability is discharged or cancelled or expired.
it transfer the financial asset and substantially all the risk Any gain or loss arising on derecognition is included in
and reward of ownership of the asset to another entity and the statement of profit and loss when the liability is
does not retain control of the asset. derecognised.
Impairment of Financial Assets Offsetting

Financial assets, other than those at fair value through Financial assets and financial liabilities are offset and the
profit or loss, are assessed for indicators of impairment at net amount presented in the balance sheet when, and only
the end of each reporting period. The Company recognises when, the Company currently has a legally enforceable
a loss allowance for expected credit losses on financial right to set off the amounts and it intends either to settle
assets. In case of trade receivables, the Company follows them on a net basis or to realise the asset and settle the
the simplified approach permitted by Ind AS 109 “Financial liability simultaneously.
Instruments” for recognition of impairment loss allowance.
The application of simplified approach does not require Effective Interest Method (EIR)
the Company to track changes in credit risk. The Company Financial assets and liabilities are subsequently measured
calculates the expected credit losses on trade receivables at amortised cost using the effective interest rate method.
using a provision matrix on the basis of its historical credit Amortised cost is calculated by taking into account any
loss experience. discount or premium on acquisition and fees or costs that
are an integral part of the EIR.
Initial Recognition and Measurement Derivative Financial Instruments
Financial liabilities include borrowings, lease liability, trade Initial recognition and subsequent measurement
payables and other financial liabilities. The Company uses derivative financial instruments, such
as forward currency contracts to hedge its foreign currency
All financial liabilities are recognised initially at fair value risks. Such derivative financial instruments are initially
and in the case of borrowings and trade payables, net of recognised at fair value on the date on which a derivative
directly attributable transaction costs. contract is entered into and are subsequently remeasured
at fair value.
Classification and Subsequent Measurement
The financial liabilities are classified as either ‘financial Derivatives are carried as financial assets when the fair
liabilities at fair value through profit or loss’ or ‘financial value is positive and as financial liabilities when the fair
liabilities at amortised cost’. value is negative.
Financial liabilities at Fair Value through Profit or Loss Any gains or losses arising from changes in the fair value of
Financial liabilities are classified at fair value through profit derivatives are taken to statement of profit and loss.
or loss when the financial liability is held for trading or are
Financial Liabilities and Equity Instruments
designated upon initial recognition as fair value through
profit or loss. It includes derivative financial instruments Classification as Debt or Equity
entered into by the Company that are not designated as Debt and equity instruments issued by the Company
hedging instruments in hedge relationships. All changes are classified as either financial liabilities or as equity
in the fair value of such liability are recognised in the in accordance with the substance of the contractual
statement of profit and loss. arrangements and the definition of a financial liabilities
and an equity instrument.
Financial liabilities at Amortised Cost
Other financial liabilities (including borrowings and trade Equity Instruments
payables etc.) are subsequently measured at amortised An Equity instrument is any contract that evidences a
cost using effective interest method. residual interest in the assets of an entity after deducting
all of its liabilities. Equity instruments issued by Company

are recognised at the value of the proceeds. Transaction l. Income Taxes
costs related to issue of equity instruments is reduced Income tax expense represents the sum of current and
from equity. Dividend paid on equity instruments is deferred tax. Tax expense is recognised in the statement
reduced from equity. of profit and loss except to the extent that it relates to
items recognised directly in equity or other comprehensive
i. Foreign Currency Transactions and Translations
income, in such case the tax expense is also recognised
Items included in the financial statements are measured directly in equity or in other comprehensive income.
using the currency of the primary economic environment Any subsequent change in income tax on items initially
in which the Company operates (‘the functional currency’). recognised in equity or other comprehensive income is also
The Company’s financial statements are presented in recognised in equity or other comprehensive income, such
Indian rupee (INR) which is also the Company’s functional change could be for change in tax rate.
and presentation currency.
Current Tax
Foreign currency transactions are recorded on initial
recognition in the functional currency, using the exchange Current tax is measured at the amount expected to be
rate between the functional & foreign currency prevailing paid to or recovered from the tax authorities in accordance
at the date of transaction. with the provisions of Income Tax Act, 1961 including the
relevant transfer pricing regulations prescribed thereunder,
Foreign-currency denominated monetary assets and read with applicable judicial precedents or interpretations,
liabilities at the reporting date are translated at the rate wherever relevant.
prevailing on reporting date. The difference thereon and
also the exchange difference on settlement of foreign Current tax assets and liabilities are offset when there is a
currency transactions during the year is recognised as legally enforceable right to set-off the recognised amounts
income or expense in statement of profit and loss. and there is an intention to settle the asset and the liability
on a net basis.
Foreign-currency denominated non-monetary assets and
liabilities are carried at historical cost and reported using Deferred Tax
the exchange rate at the date of transaction. Deferred tax is recognised on temporary differences
between the carrying amount of assets and liabilities in
j. Cash and Cash Equivalents
the balance sheet and the corresponding tax bases used
Cash and cash equivalents comprise of balances with in the computation of taxable profit and are accounted for
banks, cash on hand and short-term deposits with an using the balance sheet approach.
original maturity of three months or less, which are subject
to insignificant risk of change in value. Deferred tax liabilities are recognised for all taxable
temporary differences and deferred tax assets are
k. Government grants recognised for all deductible temporary differences,
Government grants and subsidies are recognised when carry forward tax losses and allowances to the extent it
there is reasonable assurance that the grant / subsidy is probable that future taxable profits will be available
will be received and all attaching conditions will be against which those deductible temporary differences,
complied with. carry forward tax losses and allowances can be utilised.
Where the government grant / subsidy relates to revenue, Deferred tax asset and liabilities are measured at the tax
it is recognised as income on a systematic basis in the rates that are expected to apply in the year when the asset
statement of profit and loss over the period necessary to is realised or liability is settled, based on tax rates and tax
match them with the related cost, which they are intended laws that have been enacted or substantially enacted at
to compensate. Government grant and subsidy receivable the reporting date.
against an expense are deducted from such expense.
The carrying amount of deferred tax asset is reviewed at
Where the grant / subsidy relates to an asset, government each reporting date and reduced to the extent that it is
grant and subsidy receivable against an asset are deducted no longer probable that sufficient taxable profits will be
from the carrying value of such asset. The grant is available against which the temporary differences can be
recognised as income over the life of a depreciable asset by utilised.
way of a reduced depreciation charge.

Deferred tax assets and liabilities are offset when there is the goods is transferred to the customer and the revenue
legally enforceable right to set-off current tax assets and can be reliably measured, regardless of when payment is
liabilities and when the deferred tax balances relate to the being made. No element of financing is present as the
same taxation authority. sales are generally made with a credit term of 0-30 days,
which is consistent with market practice. The performance
m. Provisions, Contingent Liabilities and Contingent Assets obligation in contracts are considered fulfilled in accordance
Provisions are recognised when there is a present with the terms agreed with the respective customers.
obligation (legal or constructive) as a result of past
event and it is probable that an outflow of resources The Company recognises revenue from sale of generated
embodying economic benefits will be required to settle the wind power at a point in time on the basis of net power
obligation and there is a reliable estimate of the amount delivered as per power purchase agreement signed with
of the obligation. The expense relating to any provision is the Discom(s).
presented in the statement of profit and loss, net of any
The transaction price is the amount of consideration
reimbursement.
which the Company expects to be entitled in exchange for
If the effect of the time value of money is material, transferring promised goods to a customer.
provisions are discounted using a current pre-tax rate
The consideration promised in a contract with a customer
that reflects, where appropriate, the risks specific to the
may include fixed consideration, variable consideration (if
liability. Where discounting is used, the increase in the
reversal is less likely in future), or both.
provision due to the passage of time is recognised as part
of finance costs. Revenue is disclosed net of goods and services tax (GST),
rebates, discounts, returns and claims as applicable.
Provisions are measured at the best estimate of the
expenditure required to settle the present obligation at o. Other Operating Revenue
the reporting date. These estimates are reviewed at each
Other operating revenue include revenue arising from a
reporting date and adjusted to reflect the current best
Company’s operating activities, i.e., either its principal
estimates.
or ancillary revenue-generating activities, but which is
Contingent liabilities are disclosed when there is a possible not revenue arising from sale of products or rendering
obligation arising from past events, the existence of which of services. The other operating revenue of the company
will be confirmed only by the occurrence or non-occurrence includes revenue from scrap sales, export incentives,
of one or more uncertain future events not wholly within franchisee fees etc.
the control of the Company or a present obligation that
Export incentives are recognised as income on accrual
arises from the past events where it is either not probable
basis to the extent its realisation is certain.
that an outflow of resources will be required to settle or a
reliable estimate of the amount cannot be made. p. Other Income
A contingent asset is disclosed, where an inflow of Interest income from a financial asset is recognised when
economic benefits is probable. Contingent assets are not it is probable that the economic benefits will flow to the
recognised in financial statements since this may result Company and the amount of income can be measured
in the recognition of income that will never be realised. reliably. Interest income is accrued on a time basis, by
However, when the realisation of income is virtually reference to the principal outstanding and at the effective
certain, then the related asset is not a contingent asset interest rate applicable.
and is recognised. Difference between the sale price and carrying value of
n. Revenue from Contracts with Customers investment is recognised in other income.
The Company derives revenues primarily from the following Other income is recognised on accrual basis in the financial
major sources. statements, except when there is uncertainty of collection.
• Sale of footwear and related products
q. Employee Benefits
• Sale of generated wind power
All employee benefits like salaries, wages etc. payable
The Company recognises revenue from sale of footwear wholly within twelve months of rendering the service are
and related products at a point in time when control of classified as short-term employee benefits. A liability

is recognised for the amount expected to be paid when granted by the Company to its employees are accounted
there is a present legal or constructive obligation to pay as equity settled options. Accordingly, the estimated fair
this amount as a result of past service provided by the value of options granted that is determined on the date
employee and the obligation can be estimated reliably. of grant, is charged to statement of profit and loss on a
proportionate basis over the vesting period of options
Contribution towards provident fund and employee state
which is the requisite service period, with a corresponding
insurance is made to the regulatory authorities, where the
increase in equity. The fair value of the options at the grant
Company has no further obligations. Such benefits are
date is calculated by an independent valuer basis Black
classified as defined contribution plans as the Company
Scholes model.
does not carry any further obligations, apart from the
contributions made on a monthly basis. Such contributions s. Borrowing Costs
are charged to the statement of profit and loss for the Borrowing cost includes interest and ancillary costs
period of service rendered by the employees. incurred in connection with the arrangement of borrowings
The Company has a defined benefit gratuity plan and pays and charged to statement of profit and loss on the basis of
annual contribution to Life Insurance Corporation of India effective interest rate (EIR).
(“LIC”) through a Trust, namely Relaxo Footwears Limited Borrowing cost includes exchange differences arising
Employees Group Gratuity Scheme. Company’s liability is from foreign currency borrowings to the extent they are
determined using the projected unit credit method at the regarded as an adjustment to the interest cost.
end of each year.
Borrowing cost that are attributable to the acquisition or
Remeasurement of the net defined benefit liability (asset) construction of a qualifying asset are capitalised as part
comprise: of the cost of such asset till such time the asset is ready
• Actuarial gains and losses for its intended use. A qualifying asset is an asset that
• The return on plan assets, excluding amounts included necessarily takes a substantial period of time to get ready
in net interest on the net defined benefit liability for its intended use.
(asset) and
All other borrowing costs are expensed in the period in
• Any change in the effect of the asset ceiling, excluding which they occur.
amounts included in net interest on the net defined
benefit liability (asset). t. Depreciation and Amortisation
Depreciation on Property, Plant and Equipment is provided
Compensated absences which are expected to be availed
pro- rata to the period of use on straight line method based
or encashed within twelve months from the end of the
on the estimated useful lives of the assets, which have
year are treated as short term employee benefits. The
been determined as per Schedule II of Companies Act, 2013.
obligation towards the same is measured at the expected
cost of accumulated leaves as the additional amount Freehold land is not depreciated.
expected to be paid as a result of the unused entitlement
Lease hold improvements are depreciated on straight line
as at the year end.
method over shorter of the asset’s useful life and their
Compensated absences which are expected to be availed initial agreement period.
or encashed beyond twelve months from the end of the
The residual values, useful lives and methods of
year are treated as other long term employee benefits.
depreciation of Property, Plant and Equipment are reviewed
The Company’s liability is actuarially determined using the
at each financial year end and adjusted prospectively, if
projected unit credit method at the end of each year.
appropriate.
Actuarial gains/losses on compensated absences are
Intellectual Property Rights are amortised on straight line
immediately taken to the statement of profit and loss.
method over their useful life.
r. Share Based Payment Computer software and licenses are amortised on straight
Employees of the Company receive part remuneration in line method over the period of five years.
the form of share-based payments in consideration of the
services rendered. The Company recognises compensation The amortisation period and method for intangible assets
expense relating to share based payments in accordance with a finite useful life are reviewed at each financial year
with Ind AS 102 “Share based Payment”. Stock options end and adjusted prospectively, if appropriate.

u. Earnings Per Share shareholders by the weighted-average number of equity
Basic earnings per share is computed by dividing the profit shares outstanding during the year and adjusted for the
after tax for the year attributable to equity shareholders by effects of all dilutive potential equity shares.
the weighted average number of equity shares outstanding
v. Dividend Payments
during the year. The weighted average number of equity
shares outstanding during the year is adjusted for events i.e. Final dividend is recognised, when it is approved by the
bonus issue, share splits and further issue of share capital. shareholders and the distribution is no longer at the
discretion of the Company. However, Interim dividend is
Diluted earnings per share is computed by dividing recorded as a liability on the date of declaration by the
the profit after tax for the year attributable to equity Company’s Board of Directors.

Note No. 30: Contingent Liabilities and Commitments (to the extent not provided for) (H in Crores)
As at As at
Particulars
March 31, 2024 March 31, 2023
Contingent Liabilities*
Claims against the Company not acknowledged as debt in respect of :
Sales Tax Matters related to Purchase tax, Input tax, Entry tax and GST 38.67 38.49
Income Tax Matters related to Dividend Distribution tax, TDS and Transfer Pricing 2.64 4.84
Others - Custom Duty 0.10 -
41.41 43.33
Other money for which the Company is contingently liable

Interest on Entry tax, Haryana** 87.78 79.35
Additional demand of Industrial Plot no.37, Bahadurgarh, Haryana*** 18.73 18.73
Additional demand of Industrial Plot no.342-343, Bahadurgarh, Haryana*** 1.51 1.51
108.02 99.59
Commitments
Capital Commitments
Estimated amount of Contracts remaining to be executed on Capital Account (net of advance) 65.45 27.25
65.45 27.25
Other Commitments
Export Obligation under Export Promotion Capital Goods (EPCG) scheme 154.92 279.12
Unspent Corporate Social Responsibility Obligations (Refer note no.16) 13.88 14.42
168.80 293.54
* Cash outflows related to disputed tax matters are determinable only on outcome of the pending cases at various forums/authorities. The potential
undiscounted amount of total payments for taxes that the Company may be required to make if there was an adverse decision related to these
disputed demands of regulators are as stated above.
** The Supreme Court of India vide order passed in November 2016, upheld the constitutional validity of entry tax and directed the Company to file
fresh appeal before the High Court to decide other matters related to levy of entry tax in the state of Haryana. The matter is pending before the Punjab
& Haryana High Court. However, the principal liability amounting to H46.80 crores for entry tax has been disclosed in note no.18.
*** The Company along with other plot allottees has received a demand notice from Haryana State Industrial & Infrastructure Development Corporation
(‘HSIIDC’) towards enhanced cost for the industrial plots allotted to the Company.
Based on the Company’s own assessment and advice given by its legal counsel, the Company has a good case in the above cases. Pending final disposal
of the matters before the appropriate forum, the same have been disclosed as contingent liability.
The lawsuits in respect of certain intellectual property rights and other laws / matter are pending in courts / forums. The proceedings are going on
before appropriate authorities and the ultimate outcome of the matter cannot presently be determined. In the opinion of management the amount
involved is not material.

Note No. 31 : Disclosure on Employee Benefits
Disclosure is hereby given in pursuant to Ind AS19 “Employee Benefits”.
(a) Defined Contribution Plan

During the year, the Company has recognised the following amounts in the statement of profit and loss. (Refer note no.23)
(H in Crores)
Particulars
March 31, 2024 March 31, 2023
Employer’s Contribution to Provident Fund 19.33 17.77

Employer’s Contribution to ESIC Scheme 3.05 3.06
Employer’s Contribution to Other Funds 2.39 2.29
24.77 23.12
(b) Defined Benefit Plan - Gratuity (Funded): The Company pays annual contribution to Life Insurance Corporation of India (LIC)
through a Trust, namely Relaxo Footwears Limited Employees Group Gratuity Scheme. Under the gratuity plan, every employee who
has completed atleast five years of service, gets gratuity at the time of separation or retirement, whichever is earlier, an amount
equivalent to 15 days of last drawn basic salary for each completed year of service. The present value of obligation is determined based
on actuarial valuation using the projected unit credit method. (H in Crores)

Particulars
March 31, 2024 March 31, 2023
Present Value of Obligation at the beginning of year 50.81 46.97
Current Service Cost 7.38 7.05
Interest Cost 3.74 3.05
Remeasurement (gains) / losses arising from:
Change in demographic assumptions (1.28) -
Change in financial assumptions 0.84 (2.66)
Experience variance (i.e. actual experience vs assumptions) (2.16) (0.33)
Benefits Paid (2.41) (3.27)
Present Value of Obligation at the end of year 56.92 50.81
Fair Value of Plan Assets at the beginning of year 46.27 44.43
Investment Income 3.40 2.88
Employer’s Contribution 9.33 2.60
Return on plan assets, excluding amount recognised in net interest cost 0.22 (0.37)
Benefits Paid (2.41) (3.27)
Fair Value of Plan Assets at the end of year 56.81 46.27
Major categories of Plan Assets (as percentage of total plan assets)
Funds managed by Insurer (%) 100 100
Balance Sheet Position at the end of year (Refer note no.16)
Present value of obligation 56.92 50.81
Fair value of plan assets 56.81 46.27
Net Liability 0.11 4.54
Expenses Recognised in the Income Statement (Refer note no.23)
Current Service Cost 7.38 7.05
Net Interest Cost / (Income) on the Net Defined Benefit Liability / (Asset) 0.34 0.17
7.72 7.22

(H in Crores)
Particulars
March 31, 2024 March 31, 2023
Remeasurement (gains) / losses arising from:
Change in demographic assumptions (1.28) -
Change in financial assumptions 0.84 (2.66)
Experience variance (i.e. actual experience vs assumptions) (2.16) (0.33)
Return on plan assets, excluding amount recognised in net interest cost (0.22) 0.37
(2.82) (2.62)
Expected Contribution during the next annual reporting period 7.37 6.70
Financial Assumptions
Discount Rate (per annum %) 7.10 7.35
Salary growth rate (per annum %) 10.00 10.00
Demographic Assumptions
Mortality Rate 100% of IALM 2012-2014
Normal Retirement Age
For Employees of Group A (Years) 60 60
For Employees of Group B (Years) 70 70
Attrition / Withdrawal rate (per annum %) 17.50 15.00

Sensitivity Analysis for Significant Assumptions are given below: (H in Crores)
Particulars
March 31, 2024 March 31, 2023
Present Value of Defined Benefit Obligation at the end of year 56.92 50.81
Change in Discount Rate
Increase by 1% (2.78) (2.83)
Decrease by 1% 3.07 3.16
Change in Salary Growth Rate
Increase by 1% 2.95 3.05
Decrease by 1% (2.74) (2.79)
Change in Attrition Rate
Increase by 50% (2.99) (2.77)
Change in Mortality Rate
Increase by 10% (0.01) (0.01)
Figures in bracket denotes reduction in defined benefit obligation.
The above sensitivity analysis have been determined based on a method that extrapolates the impact on defined benefit obligation
as a result of reasonable changes in significant assumptions occurring at the end of reporting period if all other assumptions remain
constant.

Maturity Profile of Defined Benefit Obligation based on Discounted Cash flows (H in Crores)
Particulars
March 31, 2024 March 31, 2023
Weighted Average Duration of the Defined Benefit Obligation (Years) 6 6

Expected Payment in future years
Within next 12 months 10.21 7.29
Between 1 and 5 years 24.94 20.99
More than 5 years 21.77 22.53
56.92 50.81
The estimates of escalation in salary takes into account inflation, seniority, promotion and other relevant factors.
Risk Exposure
Valuations are performed on certain basic set of pre-determined assumptions and other regulatory framework which may vary over
time. Thus, the Company is exposed to various risks in providing the above gratuity benefit which are as follows :
Interest Rate Risk: The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase
in the ultimate cost of providing the above benefit and will thus result in an increase in the value of liability.
Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan
participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used
to determine the present value of obligation will have a bearing on the plan’s liability.
Demographic Risk: The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is
exposed to the risk of actual experience turning out to be worse compared to the assumption.
Investment Risk: The probability or likelihood of occurrence of losses relative to the expected return on investment.
Note No. 32: Disclosure on Employee Share Based Payment

Disclosure is hereby given in pursuant to Ind AS 102 “Share Based Payment”.
RFL Employee Stock Option Plan 2014 (hereinafter referred to as the “ESOP 2014” / “The Plan”), was approved by the shareholders
through postal ballot on August 5, 2014. The plan entitles the permanent employees, existing and future, including the Whole Time
Director (but excluding the Independent Directors and Promoter Directors) of the Company to exercise the option granted for purchase
of equity shares in the Company at the exercise price i.e. the latest available closing price, prior to the date of meeting of the Board /
Nomination & Remuneration Committee, in which options are granted subject to compliance with vesting conditions.
Particulars Details
Name of the Plan RFL Employee Stock Option Plan 2014
Method used to account for the Employee Share Based Payment Plan Fair Value
Stock Options reserved (No. of Shares) 31,79,940
Persons Entitled Whole Time Director and Employees
Options Grant Date during the year May 10, 2023, July 24, 2023, November 1, 2023
Vesting Period 1 - 3 years from grant date
Exercise Period Maximum 4 years from the date of vesting of options
Lock-in-Period No lock-in-period after exercise

Details of options granted during the year
Date of Grant
Particulars
May 10, 2023 July 24, 2023 November 1, 2023
Vesting Schedule at first year 20% 20% 20%
Vesting Schedule at second year 30% 30% 30%
Vesting Schedule at third year 50% 50% 50%
Exercise Period (Years) 4
Exercise Price (H) 842.80 921.70 898.00
Market Price (H) 842.80 921.70 898.00
The Details of activity under the scheme are summarised below:

Year ended March 31, 2024 Year ended March 31, 2023
Particulars No. of Weighted Average No. of Weighted Average
Options Exercise Price (D) Options Exercise Price (D)
Outstanding at the beginning of year 7,82,110 751.88 3,56,850 1266.95
Granted during the year 53,300 885.67 8,38,100 776.63
Cancelled during the year 1,18,500 759.87 4,00,300 1275.68
Exercised during the year (Refer note no.12) - - 12,540 342.74
Outstanding at the end of year 7,16,910 760.66 7,82,110 751.88
Exercisable at the end of year 10,910 517.89 10,910 517.89

The Details of options outstanding are summarised below:
Weighted Average Weighted Average
Particulars Range of Range of
No. of Options remaining No. of Options remaining
Exercise Exercise
Outstanding contractual life Outstanding contractual life
Price (D) Price (D)
(Years) (Years)
7,10,150 501-1000 5.70 7,75,350 501-1000 6.70
RFL Employee Stock Option Plan 2014
6,760 1-500 1.10 6,760 1-500 2.11
The weighted average fair value of stock options granted during the year ended on March 31, 2024 is H220.55 per option. (previous
year H224.77 per option)
The Black Scholes valuation model has been used for computing weighted average fair value of stock options granted during the year
considering the following inputs:
Particulars
March 31, 2024 March 31, 2023
Stock Price (H) 885.67 776.63

Volatility (%) 25.23 27.98
Risk Free Rate (%) 7.01 7.13
Exercise Price (H) 885.67 776.63
Time to Maturity (Years) 2.83 3.24
Dividend Yield (%) 0.29 0.32

Note No. 33: Disclosure on Earnings Per Share (EPS)
Disclosure is hereby given in pursuant to Ind AS 33 “Earnings Per Share”.
Particulars
March 31, 2024 March 31, 2023
Basic Earnings per share

Profit attributable to Equity Shareholders as per statement of profit and loss (H in Crores) 200.47 154.47
Weighted average number of Equity Shares outstanding 24,89,38,586 24,89,26,115
Basic Earnings per Equity Share (Face Value of H1/- each) (In H) 8.05 6.21
Diluted Earnings per share

Numerator for calculating dilutive earnings per share (H in Crores) 200.47 154.47
Weighted average number of Equity Shares outstanding 24,89,38,586 24,89,26,115
Dilutive impact for Employee Stock Options (No. of Equity Shares) 1,03,731 21,777
Diluted weighted average number of Equity Shares outstanding 24,90,42,317 24,89,47,892
Diluted Earnings per Equity Share (Face Value of H1/- each) (In H) 8.05 6.21
Note No. 34: Foreign Currency Exposure

The details of foreign currency (FCY) exposure are given below : (Amount in Crores)
Nature of Foreign Currency Exposure UoM
FCY INR FCY INR
Unhedged Foreign Currency Exposure
Import Payables USD 0.11 8.91 0.12 9.73
Import Payables AED 0.00 0.05 0.01 0.15
Import Payables EURO 0.00 0.12 0.00 0.06
Export Receivables USD 0.51 42.37 0.48 39.32
Export Receivables EURO 0.02 2.04 - -
Bank Balance AED 0.03 0.60 0.02 0.46
Cash on Hand (Dubai office) AED 0.00 0.00 0.00 0.00
Employee Benefits Payable AED 0.00 0.05 0.00 0.03
Security Deposit AED 0.00 0.03 0.00 0.05
Expenses Payable AED 0.00 0.00 - -
Hedged Foreign Currency Exposure
Number of Buy Forward Contracts Nos. 40 26
Import Payables USD 0.35 28.95 0.34 27.91
Import Orders USD 0.56 46.80 0.28 23.10
Note No. 35: Trade Receivables Ageing Schedule

Disclosure is hereby given on ageing schedule of trade receivables in pursuant to Division II - Ind AS schedule III to the Companies Act, 2013.
(H in Crores)
Outstanding for following periods from due date of payment
Not
Particulars Within 6 Between Between Between More than
Due Total
months 6 months and 1 year 1 and 2 years 2 and 3 years 3 years
As at March 31, 2024
Undisputed Trade Receivables
Considered Good 290.57 63.81 1.99 0.84 0.02 - 357.23
Credit Impaired 0.29 0.44 0.08 0.09 0.02 0.03 0.95
Disputed Trade Receivables
Considered Good - - - 0.46 0.05 - 0.51
Credit Impaired - - - 0.05 0.05 2.16 2.26
290.86 64.25 2.07 1.44 0.14 2.19 360.95

Note No. 35: Trade Receivables Ageing Schedule (contd.) (H in Crores)
Not
Particulars Within 6 Between Between Between More than
Due Total
months 6 months and 1 year 1 and 2 years 2 and 3 years 3 years
Undisputed Trade Receivables
Considered Good 232.58 30.05 3.74 2.34 1.63 - 270.34
Credit Impaired 0.23 1.65 - 0.41 0.41 0.00 2.70
Disputed Trade Receivables
Considered Good - - - - - - -
Credit Impaired - 0.02 0.49 0.17 - 2.25 2.93
232.81 31.72 4.23 2.92 2.04 2.25 275.97
Refer note no. 9 & 36
Note No. 36: Financial Risk Management

Financial risk management is an ongoing process within the Company. The Company has a robust risk management framework to
identify, monitor, mitigate and minimise risks arising from financial instruments.
The Company’s financial liabilities other than derivative instruments comprise of borrowings, trade payables, lease liabilities and
other financial liabilities. The main purpose of these financial liabilities is to finance the Company’s operations.
The Company’s financial assets include balances with banks, cash and cash equivalents, trade receivables, security deposits and other
financial assets that are derived directly from its operations.
The Company holds investments carried at fair value through profit or loss (FVTPL) and fair value through other comprehensive
income (FVTOCI).
The Company is exposed to credit risk , liquidity risk and market risk that are summarised as under:
Nature Exposure arising from Measurement Management
Credit Risk Balances with banks including cash and Credit ratings and Ageing a. Trade receivables are reviewed and assessed for
cash equivalents, Trade Receivables, analysis impairment losses at every reporting period.
Investments and other Financial b. Fixing of credit limits for customers.
Assets.
c. Dealing with high credit rated banks / mutual funds.
Liquidity Risk Borrowings, Trade Payables and other Maturity analysis a. Preparing and monitoring forecasts of cash flows
Financial Liabilities. as well as maintaining sufficient cash and cash
equivalents.
b. Availability of committed credit lines / borrowing
facilities from banks.
Market Risk
Currency Risk Financial assets and liabilities Sensitivity analysis Risk coverage through foreign exchange forward
denominated in other than functional contracts.
currency.
Interest Rate Risk Working Capital facilities from Bank. Sensitivity analysis Periodical review of interest rate linked to market.
Price Risk Commodities mainly raw materials Sensitivity analysis Portfolio diversification and continuously monitoring
and Investment in mutual funds & the price trend of key raw materials in global / domestic
perpetual bonds. markets.
Credit Risk
Credit risk is the risk that counterparty will not meet its obligation under a financial instrument or customer contract, leading to a
financial loss. The Company is exposed to credit risk from its operating activities primarily, trade receivables, balances with banks
including cash and cash equivalents and from its investing activities, derivative instruments.

Management of Credit Risk
Concentration of credit risk with respect to trade receivables are limited, due to the customer base being large across all regions.
All trade receivables are reviewed and assessed at every reporting period. The Company has adopted a policy of only dealing with
creditworthy counterparties, therefore the Company does not expect any material risk on this account.
Historical experience of collecting receivables of the Company is supported by low level of past defaults and hence the credit risk is
perceived to be low.
Credit risk arising from balances with banks, including cash and cash equivalents, investment in mutual funds & perpetual bonds and
derivative instruments is limited because the counterparties are banks / mutual funds with high credit ratings.
The Company has exposure in financial assets as per details given below. The Company has set counter-party limits based on multiple
factors including financial position, credit rating, etc.
(H in Crores)
Note As at As at
Particulars
No. March 31, 2024 March 31, 2023
Financial Assets for which loss allowance is measured using 12 Months

Expected Credit Loss
Non Current Assets

Loans 5 0.13 0.03
Current Assets
Cash and Cash Equivalents 10 40.35 10.27
Bank Balances other than Cash and Cash Equivalents 11 57.35 63.74
Loans 5 0.54 0.58
228.74 320.24
Financial Assets for which loss allowance is measured using life time
Expected Credit Loss
Current Assets
Trade Receivables (Refer note no. 35) 9 357.74 270.34
357.74 270.34
The following table summarises the movement in allowance for expected credit loss measured using the life time expected credit
loss model. (H in Crores)

Particulars
March 31, 2024 March 31, 2023

Addition / (Reversal) during the year (0.28) 0.75
Provision no longer required written back during the year (2.14) (0.13)
Closing Balance (Refer note no. 9) 3.21 5.63
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s main source
of liquidity is cash and cash equivalents and the cash flows that are generated from operations. The Company’s approach to manage
liquidity is to ensure that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. The Company manages liquidity
risk by maintaining adequate reserves, continuously monitoring forecast with actual cash flows and matching the maturity profiles
of the financial assets and liabilities.

The table below provides the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments.
(H in Crores)
Note
Particulars
No. Carrying Within Between More than Carrying Within Between More than
Amount 1 year 1 and 5 years 5 years Amount 1 year 1 and 5 years 5 years
Lease Liabilities 186.75 - 137.30 49.45 161.04 - 118.97 42.07
Current Liabilities
Borrowings 14 18.54 18.54 - - - - - -
Lease Liabilities 49.27 49.27 - - 47.94 47.94 - -
Trade Payables
Micro and Small Enterprises 72.65 72.65 - - 70.41 70.41 - -
Other than Micro and Small 182.02 182.02 - - 182.46 182.46 - -
Enterprises
Other Financial Liabilities 15 99.07 99.07 - - 89.69 89.69 - -
608.30 421.55 137.30 49.45 551.54 390.50 118.97 42.07
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of change in market
prices. Market risk comprises of currency risk, interest rate risk and other price risk, such as equity price risk and commodity price risk.
Financial instruments affected by market risk includes borrowings, trade payables and Investments etc.
Currency Risk
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign
exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating
activities i.e. import of materials, capital items and export of finished goods, when revenue or expense is denominated in a foreign
currency.
Exposure to Currency Risk

The Company uses foreign exchange forward contracts to mitigate foreign exchange related risk exposures. The Company’s exposure
to unhedged foreign currency risk as at March 31, 2024 and March 31, 2023 has been disclosed in note no.34.
Currency Risk Sensitivity

The following table demonstrate the sensitivity analysis on profit before tax due to change in USD exchange rate, with all other
variables held constant. The impact on the Company’s profit before tax due to changes in the fair value of unhedged monetary assets
and liabilities is given below: (H in Crores)

Particulars
March 31, 2024 March 31, 2023
Impact on Profit Before Tax due to change in USD rate*

Increase by 2% 0.67 0.59
Decrease by 2% (0.67) (0.59)
* Figures in bracket denotes reduction in profit
The Company’s unhedged foreign currency exposure denominated in Euro and AED are insignificant, hence sensitivity analysis has
not been disclosed.

Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. The Company is mainly exposed to interest rate risk due to its variable interest rate borrowings. The interest
rate risk arises due to uncertainties about the future market interest rate of these borrowings.
Exposure to Interest Rate Risk

As at March 31, 2024, the exposure to interest rate risk due to variable interest rate borrowings amounted to H18.54 crores (previous
year Nil).
Interest Rate Risk Sensitivity

The following table demonstrate the sensitivity to a reasonably possible change in interest rate with all other variables held constant.
The impact on the Company’s profit before tax due to changes in the interest rates on variable rate portion of borrowings is given
below: (H in Crores)

Particulars
March 31, 2024 March 31, 2023
Impact on Profit Before Tax due to change in Interest rate*

Increase by 0.50% (0.17) (0.09)
Decrease by 0.50% 0.17 0.09
*Figures in bracket denotes reduction in profit
Price Risk
The Company’s exposure to price risk arises from investment in mutual funds , bonds and equity instruments held and classified as
FVTPL or FVTOCI. To manage the price risk arising from investments, the Company diversifies its portfolio of assets with banks /
mutual funds with high credit ratings.
The Company’s unquoted equity instruments are susceptible to market price risk arising from uncertainties about future value of the
investment . The investment in unquoted equity instruments is not significant, hence sensitivity analysis has not been disclosed.
The following table demonstrate the sensitivity to a reasonably possible change in prices of investment in mutual funds and bonds
with all other variables held constant. The impact on the Company’s profit before tax due to changes in the prices of investments is
given below : (H in Crores)

Particulars
March 31, 2024 March 31, 2023
Impact on Profit Before Tax due to change in price of Investments*

Increase by 0.50% 1.14 0.93
Decrease by 0.50% (1.14) (0.93)
* Figures in bracket denotes reduction in profit
Commodity Price Risk

The key raw materials used in the manufacturing of footwear are natural / synthetic rubber, EVA, PU etc. Price volatility of these
commodities depend mainly on demand and supply, fluctuation in the price of crude oil and it’s derivatives. To mitigate price risk and
availability issues, the Company is taking several pro-active initiatives like continuously monitoring the price trend of key materials
in global / domestic markets by subscribing to various commodity reports, development of new vendors and alternate material for
better price competitiveness and quality sustainability / improvement etc.

Note No. 37: Capital Management
Capital includes equity share capital and other equity attributable to the equity holders of the Company. The primary objective of the
Company’s capital management is to ensure that it maintains an optimal capital structure and maximise the shareholder’s value .The
Company has complied with those covenants throughout the reporting period.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions to meet requirements
of the financial covenants. To maintain or adjust the capital structure, the Company may review the dividend payment to shareholders,
return capital to shareholders or issue new shares.
The Company monitors its capital using gearing ratio, which is net debt divided by total equity. Net debt comprises of total debts
minus cash and cash equivalents, bank deposits and current investments. (H in Crores)
As at As at
Particulars Note No.
March 31, 2024 March 31, 2023
Equity Share Capital 12 24.89 24.89

Other Equity 13 1976.22 1830.16
Total Equity 2001.11 1855.05
Net Debt - -
Gearing Ratio - -
No changes were made in the objectives, policies or processes for managing capital.
Note No. 38: Collaterals

The Company has hypothecated its entire current assets against its working capital borrowings. (Refer note no.14)
Note No. 39: Related Party Transactions

Disclosure is hereby given in pursuant to Ind AS 24 “Related Party Disclosures”.
i) Names of related parties with whom transactions have taken place during the year and their relationship
(a) Individuals having control and significant influence over the Company and Key Management Personnel (KMP)
Ramesh Kumar Dua, Managing Director
Mukand Lal Dua, Whole Time Director
(b) Key Management Personnel (KMP)

Nikhil Dua, Whole Time Director
Gaurav Kumaar Dua, Whole Time Director (w.e.f. 26.07.2022)
Deval Ganguly, Whole Time Director (up to 31.03.2024)
(c) Entities where individuals and Key Management Personnel (KMP) as defined in Note No. 39 (i) (a) and 39 (i) (b) exercise
significant influence
Patel Oil Mills
Ramesh Kumar Dua (H.U.F)
Mukand Lal Dua (H.U.F)
Smt. Ram Ditti Dua Memorial Society
Shri Mool Chand Dua Memorial Society

(d) Close Members of individuals and Key Management Personnel (KMP) as defined in Note No. 39(i)(a) and 39(i)(b)
Lalita Dua, wife of Ramesh Kumar Dua
Gaurav Kumaar Dua, son of Ramesh Kumar Dua
Rahul Dua, son of Ramesh Kumar Dua
Sakshi Dua, daughter of Ramesh Kumar Dua
Usha Dua, wife of Mukand Lal Dua
Ritesh Dua, son of Mukand Lal Dua
Nitin Dua, son of Mukand Lal Dua
(e) Independent Directors (KMP) and their close members

Pankaj Shrimali (up to 31.03.2024)
Vivek Kumar (up to 31.03.2024)
Deepa Verma
Rajeev Rupendra Bhadauria
Kuldip Singh Dhingra (w.e.f. 26.07.2022)
Madhuri Shrimali, wife of Pankaj Shrimali
Meeta Dhingra, wife of Kuldip Singh Dhingra
(f) Post Employment Benefit Plan Trust

Relaxo Footwears Limited Employees Group Gratuity Scheme
ii) Related Party Transactions (H in Crores)
Individuals Entities
having where
Close Independent Post
control and individuals
Members of Directors and Employment
Particulars significant KMP and KMP Total
Individuals their close Benefit Plan
influence over exercise
and KMP members Trust
the Company significant
and KMP Influence
Transactions during the year
Sale of goods - - 0.04 - - - 0.04
- - (0.01) - - - (0.01)
Lease Rent 1.32 1.50 1.87 1.76 - - 6.45

(1.32) (1.50) (0.93) (1.76) - - (5.51)
Dividend 27.29 4.65 0.13 12.29 0.01 - 44.37

(26.99) (4.65) (0.13) (12.29) (0.00) - (44.06)
Short-Term Employee Benefits

Salary 3.70 4.06 - 3.95 - - 11.71
(3.66) (3.83) - (3.69) - - (11.18)
Sitting Fee - - - - 0.18 - 0.18

- - - - (0.16) - (0.16)
Director’s Commission 21.32 - - - 0.12 - 21.44

(Refer note no.15) (15.30) - - - (0.12) - (15.42)
25.02 4.06 - 3.95 0.30 - 33.33

(18.96) (3.83) - (3.69) (0.28) - (26.76)

ii) Related Party Transactions (contd.) (H in Crores)
Individuals Entities
having where
Close Independent Post
control and individuals
Members of Directors and Employment
Particulars significant KMP and KMP Total
Individuals their close Benefit Plan
influence over exercise
and KMP members Trust
the Company significant
and KMP Influence
Post-Employment Benefits 0.44 0.21 - 0.15 - - 0.80
(Provident Fund and Gratuity) (0.44) (0.24) - (0.22) - - (0.90)
Other Long-Term Benefits - 0.02 - - - - 0.02

(Compensated Absences) - (0.05) - - - - (0.05)
Share Based Payment - - - - - - -

- (0.01) - - - - (0.01)
Contribution to Post Employment - - - - - 9.33 9.33

Benefit Plan Trust - - - - - (2.60) (2.60)
Guarantees and Collaterals taken* 260.00 - - - - - 260.00

(260.00) - - - - - (260.00)
Previous year figures are given in bracket.
*Off Balance Sheet item.
Note No. 40: Fair Value Measurements

Fair value of financial assets and liabilities is normally determined by references to the transaction price or market price. If the fair
value is not reliably determinable, the Company determines the fair value using valuation techniques that are appropriate in the
circumstances and for which sufficient data are available, maximising the use of relevant observable inputs and minimising the use
of unobservable inputs.
The following section describes the valuation techniques used and key inputs for fair valuation :
a. Foreign exchange forward contracts are valued using market observable inputs such as foreign exchange spot rates and forward
rates at the end of reporting period.
b. Fair value of mutual funds are at published net asset value (NAV).
c. The fair value of perpetual bonds are determined based on prevailing yield to discount future cash flows.
d. Unquoted equity instruments where most recent information to measure fair value is insufficient, cost has been considered as
best estimate of fair value.
e. The carrying amount of other financial assets and financial liabilities measured at amortised cost in the financial statements
are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be
significantly different from the values that would eventually be received or settled.
Fair Value Hierarchy

To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial
instruments into the three levels prescribed as per Ind AS 113 “Fair Value Measurement”.
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.
Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Unobservable inputs for the asset or liability.

The below table provides comparison by class of carrying amount and fair value of the Company’s financial instruments along with
fair value hierarchy. (H in Crores)

Note
Particulars Carrying Fair Value Carrying Fair Value
No. Fair Value Fair Value
Amount Hierarchy Amount Hierarchy
Financial Assets carried at Amortised Cost
Non-Current Assets
Loans 5
Loans to Employees 0.13 0.13 Level 3 0.03 0.03 Level 3
Other Financial Assets 6

Security Deposits 20.70 20.70 Level 3 17.98 17.98 Level 3
Bank Deposits pledged as security with Government 0.01 0.01 Level 2 0.02 0.02 Level 2
Authorities
Interest accrued on Bank Deposits 0.00 0.00 Level 2 0.00 0.00 Level 2
Current Assets
Trade Receivables 9 357.74 357.74 Level 3 270.34 270.34 Level 3
Cash and Cash Equivalents 10 40.35 40.35 Level 1 10.27 10.27 Level 1
Bank Balances other than Cash and Cash Equivalents 11 57.35 57.35 Level 2 63.74 63.74 Level 2
Loans 5
Loans to Employees 0.54 0.54 Level 3 0.58 0.58 Level 3
Interest accrued on Bonds 1.93 1.93 Level 2 2.34 2.34 Level 2
478.75 478.75 365.30 365.30
Financial Assets carried at Fair Value through Profit or Loss
Non-Current Assets
Investments 4
Perpetual Bonds - Quoted 24.59 24.59 Level 2 24.49 24.49 Level 2
Current Assets
Investments 4
Mutual Funds - Quoted 38.19 38.19 Level 1 175.46 175.46 Level 1
Perpetual Bonds - Quoted 44.68 44.68 Level 2 25.13 25.13 Level 2
Foreign Exchange Forward Contracts 0.07 0.07 Level 2 - - -
107.53 107.53 225.08 225.08
Financial Assets carried at Fair Value through Other

Comprehensive Income
Non-Current Assets
Investments 4
Unquoted Equity Instruments 0.20 0.20 Level 3 0.20 0.20 Level 3
0.20 0.20 0.20 0.20
Financial Liabilities carried at Amortised Cost

Lease Liabilities 150.43 150.43 Level 3 128.28 128.28 Level 3

(H in Crores)
Note
Particulars Carrying Fair Value Carrying Fair Value
No. Fair Value Fair Value
Amount Hierarchy Amount Hierarchy
Current Liabilities
Borrowings 14 18.54 18.54 Level 2 - - -
Lease Liabilities 36.00 36.00 Level 3 35.80 35.80 Level 3
Trade Payables
Micro and Small Enterprises 72.65 72.65 Level 3 70.41 70.41 Level 3
Other than Micro and Small Enterprises 182.02 182.02 Level 3 182.46 182.46 Level 3
Other Financial Liabilities 15
Retention Money 3.60 3.60 Level 3 3.68 3.68 Level 3
Interest accrued on Borrowings from Banks 0.06 0.06 Level 2 0.00 0.00 Level 2
Security Deposit
Customers 31.81 31.81 Level 3 29.80 29.80 Level 3
Others 0.61 0.61 Level 3 0.61 0.61 Level 3
Unpaid Dividends 0.37 0.37 Level 2 0.34 0.34 Level 2
Payable to Employees 38.92 38.92 Level 3 35.92 35.92 Level 3
Director’s Commission Payable 21.43 21.43 Level 3 15.41 15.41 Level 3
Payable for Capital Goods 2.27 2.27 Level 3 3.68 3.68 Level 3
558.71 558.71 506.39 506.39
Financial Liabilities carried at Fair Value through Profit or
Loss
Current Liabilities
Other Financial Liabilities 15
Foreign Exchange Forward Contracts - - - 0.25 0.25 Level 2
- - - 0.25 0.25
Note No. 41: Corporate Social Responsibility (CSR)

Company implements its CSR activities through partner organisations registered with Ministry of Corporate Affairs (MCA). Company
has a vision of ensuring sustained human development of the most deprived communities primarily under thematic areas viz.
Education, Health & Hygiene, Skill Development and Environment Conservation.
Company has formed a CSR & ESG committee under section 135 of the Companies Act 2013 for implementation of CSR policy.
(H in Crores)
Particulars
March 31, 2024 March 31, 2023
Amount required to be spent by the Company during the year (Refer note no.26) 6.21 6.73
Expenditure incurred* 1.52 0.38
Shortfall at the end of year** 4.69 6.35
Total of previous years shortfall - -
*H5.23 crores (previous year H2.59 crores) spent against CSR provision for earlier years. (Refer note no.16)
**Provision of H4.69 crores (previous year H6.35 crores) for unspent CSR amount has been made. (Refer note no.16)
There is no transaction with related party in relation to CSR expenditure as per Ind AS 24 “Related Party Disclosures”.
Nature of CSR activities

Short Term Projects: The Company is undertaking two initiatives namely Remedial Education Project and Skill Development Project.

Long Term Projects: The Company reaffirms its unwavering dedication to its ongoing educational Initiative, the Parivartan Model
School Project, aimed at fostering equitable educational opportunities for rural children. Currently, the project encompasses a total
of 104 Government Primary, Upper Primary and Higher Secondary Schools located in Khanpur and Laksar blocks of Haridwar District,
Uttrakhand. Your company is working for the holistic development of these schools in collaboration with the Samagra Shiksha and
School Education Department of Uttrakhand state.
Focusing over the good health for all, Company has decided to continue the projects like Mobile Health Unit, providing basic primary
health care services including diagnosis, medicines and some pathology tests etc. and Project NAYAN for addressing avoidable
blindness by providing preventive and curative services.
Company is keenly focusing to implement the environment conservation projects such as Water Conservation and Plantation work in
Rajasthan and Haryana. These projects are being implemented in consultation with the Watershed Development & Soil Conservation
Department and Forest Department.
Reasons for shortfall : Company is on track in spending the allocated funds towards the long term projects envisaged for the year. The
amount of H4.69 crores (previous year H6.35 crores) has been transferred to unspent CSR account on April 29, 2024.
Note No. 42: Payments to Statutory Auditor (H in Crores)

Particulars
March 31, 2024 March 31, 2023
Audit fees 0.24 0.22

Limited Review and certification services 0.09 0.06
Tax Audit fees 0.05 0.03
Reimbursement of expenses 0.01 0.00
0.39 0.31
Included in legal and professional.(Refer note no.26)
Note No. 43: The Micro, Small and Medium Enterprises Development Act, 2006
Disclosure is hereby given in pursuant to requirement of section 22 of the Micro, Small and Medium Enterprises Development
(MSMED) Act, 2006. (H in Crores)

Particulars
March 31, 2024 March 31, 2023
The principal amount and the interest due thereon remaining unpaid to any supplier at the end
of accounting year.
Principal Amount 72.65 70.41
Interest Due - 0.00
The amount of interest paid by the buyer in terms of section 16, of the MSMED Act, 2006 along - -
with the amounts of the payment made to the supplier beyond the appointed day during the year.
The amount of interest due and payable for the period of delay in making payment (which have 0.03 0.02
been paid but beyond the appointed day during the year) but without adding the interest specified
under MSMED Act, 2006.
The amount of interest accrued and remaining unpaid at the end of accounting year. 0.11 0.29
The amount of further interest remaining due and payable even in the succeeding years, until such 0.11 0.29
date when the interest dues as above are actually paid to the small enterprise for the purpose of
disallowance as a deductible expenditure under section 23 of the MSMED Act, 2006.
The above information has been determined to the extent such parties have been identified on the basis of information available with the Company.
(Refer note no. 44)

Note No. 44: Trade Payables Ageing Schedule
Disclosure is hereby given on ageing schedule of trade payables in pursuant to Division II - Ind AS schedule III to the Companies
Act, 2013. (H in Crores)
Particulars Not Due Within Between Between More than
Total
1 year 1 and 2 years 2 and 3 years 3 years
Undisputed dues
Micro and Small Enterprises 72.65 - - - - 72.65
Others 170.69 11.31 0.02 - - 182.02
Disputed dues
Micro and Small Enterprises - - - - - -
Others - - - - - -
243.34 11.31 0.02 - - 254.67
Undisputed dues
Micro and Small Enterprises 69.69 0.72 - - - 70.41
Others 158.38 24.08 0.00 0.00 - 182.46
Disputed dues
Micro and Small Enterprises - - - - - -
Others - - - - - -
228.07 24.80 0.00 0.00 - 252.87
Refer note no. 43.
Note No. 45: Segment Reporting

Operating Segment
Based on guidance given in Ind AS 108 on “Operating Segments”, the Company’s business activities falls within a single operating
segment namely, “Footwear and Related Products”, hence no specific disclosures have been made.
Entity-wide Disclosure under Ind AS 108 “Operating Segments” (H in Crores)

Particulars
March 31, 2024 March 31, 2023
Geographical Area wise Revenue (Footwear)*
Within India 2752.71 2633.19
Outside India 129.17 118.86
2881.88 2752.05
*Refer note no. 20 & 47.
There is no customer having revenue amounting to 10% or more of Company’s total revenue.
Note No. 46: Disclosure as per Ind AS 116 “Leases”

The movement in lease liabilities is given below : (H in Crores)
Particulars
March 31, 2024 March 31, 2023
Recognition of new leases 69.36 48.30
Gain on Lease Modification, Termination and Concession (Refer note no.21) (2.92) (0.85)
Payment of Principal Lease Liabilities (44.09) (37.41)
Maturity profile of lease liabilities is given in note no.36.
Variable lease payments of H0.15 crore (previous year H0.13 crore) are not included in measurement of lease liability.

Note No. 47: Disclosure as per Ind AS 115 “Revenue from Contracts with Customers”
Reconciliation of revenue (footwear) as per contract price and as recognised in statement of profit and loss is given below : (H in Crores)
Particulars
March 31, 2024 March 31, 2023
Revenue as per Contract Price 3082.08 2943.23
Less:
Discounts 57.68 74.10
Rebates 142.52 117.08
Revenue as per Statement of Profit and Loss* 2881.88 2752.05
*Refer note no. 20 & 45.
Note No. 48: Events Occurring after the Balance Sheet Date
The Board of Directors at its meeting held on May 9, 2024 have recommended final dividend at the rate of H3.00 per share of face
value of H1/- each for the approval of shareholders aggregating to H74.68 crores for the year ended March 31, 2024.
Note No. 49: Additional Regulatory Information

a. Title deeds of Immovable Property not held in name of the Company
Disclosure is hereby given on title deed of immovable property not held in the name of the Company in pursuant to Division II - Ind AS
schedule III to the Companies Act, 2013.
Whether title deed Reason for not

Relevant line Gross Carrying Title deeds Property held
Description of item of holder is a Promoter, being held in
item in the Value held in the since which
property Director or their the name of the
Balance Sheet (D in Crores) name of date
Relative or Employee Company
Right-of-Use Leasehold Land at 127.06 Orient Craft No December 30, Title deed
Assets Pathredi Industrial Area, Limited 2023 registration is
(Refer note no.3) Bhiwadi, Rajasthan under process.

b. Capital Work-in-Progress and Intangible Assets under Development Ageing Schedule
Disclosure is hereby given on ageing schedule of capital work-in-progress and intangible assets under development in pursuant to
Division II - Ind AS schedule III to the Companies Act, 2013. (H in Crores)
Within Between Between More than
Particulars Total
1 year 1 and 2 years 2 and 3 years 3 years
Capital Work-in-Progress 12.79 19.53 0.20 - 32.52
Intangible Assets under Development 0.26 0.03 0.16 0.30 0.75
13.05 19.56 0.36 0.30 33.27
Capital Work-in-Progress 87.30 0.47 - - 87.77
Intangible Assets under Development 0.13 0.25 0.23 0.57 1.18
87.43 0.72 0.23 0.57 88.95
Refer note no.1 & 2.
There are no projects where activity has been suspended.
c. Details of Benami Property held

Company does not hold any benami property. No proceedings have been initiated or pending against the Company for holding any
benami property under Prohibition of Benami Property Transactions Act, 1988 and the rules made thereunder.

d. Borrowings Secured against Current Assets
Quarterly returns or statements of current assets filed by the Company with banks are in agreement with the books of accounts.
e. Wilful Defaulter
The Company is not declared wilful defaulter by any bank in accordance with the guidelines on wilful defaulters issued by the RBI.
f. Relationship with Struck off Companies

The Company has not entered into any transactions with companies struck off under section 248 of the Companies Act, 2013. This is
determined to the extent such parties have been identified on the basis of information available with the Company.
g. Registration of charges or satisfaction with Registrar of Companies (ROC)

The Company has registered all charges or satisfaction with Registrar of Companies (ROC) within the statutory period.
h. Compliance with number of layers of Company

The number of layers prescribed under clause (87) section 2 of the Companies Act, 2013 read with Companies (Restriction on number
of Layers) Rules, 2017 is not applicable to the Company.
i. Financial Ratios
Financial Ratios are hereby given in pursuant to Division II - Ind AS schedule III to the Companies Act, 2013
Reason for
Particulars UoM Numerator Denominator FY 24 FY 23
Variance^
Current Ratio Current Assets Current Liabilities 2.40 2.54

Debt - Equity Ratio Total Debt Shareholder’s Equity 0.01 - *
Debt Service Coverage Ratio Earnings Available for Debt Debt Service 5.92 5.62
Service
Times
Trade Receivables Turnover Ratio Net Credit Sales Trade Receivables (Average) 8.38 9.69
Trade Payables Turnover Ratio Net Credit Purchases Trade Payables (Average) 8.32 8.43
Net Capital Turnover Ratio Net Sales Working Capital (Average) 3.99 3.82
Inventory Turnover Ratio Cost of Goods Sold Inventory (Average) 3.36 3.20
Return on Equity (ROE) Net Profit after Tax before OCI Shareholder’s Equity 10.40 8.55
(Average)
Net Profit Ratio Net Profit after Tax before OCI Net Sales 6.93 5.59
Return on Capital Employed (ROCE) % Earnings before Interest and Capital Employed (Average) 14.69 12.47
Taxes
Return on Investment Income Generated from Invested Funds (Average) 7.90 5.94 **
Invested Funds
^ For cases with variation of more than 25% as compared to previous year.
* Utilisation of working capital limits.
** Increase in interest rates and optimal mix of investment during the year, resulted into better return on investment.
j. Compliance with approved Scheme(s) of Arrangements

During the year, no scheme of arrangements has been approved by the competent authority in terms of sections 230 to 237 of the
Companies Act, 2013.
k. Utilisation of Borrowed Funds and Share Premium

The Company has not advanced or loaned or invested funds to any other persons (intermediaries) with the understanding that the
intermediary shall directly or indirectly lend or invest in other persons or provide any guarantee in any manner whatsoever on behalf
of the Company (ultimate beneficiary).
The Company has also not received any fund from any persons with the understanding that the Company shall directly lend or invest
or provide any guarantee to any other persons on behalf of the funding party.

Note No. 50: Undisclosed Income
Company does not have any transaction which are not recorded in the books of accounts that has been surrendered or disclosed as
income during the year in the tax assessments under the Income Tax Act, 1961.
Note No. 51: Details of Crypto Currency or Virtual Currency

Company has not traded or invested in crypto currency or virtual currency during the year.

Delhi, May 9, 2024

AWARDS &
ACCOLADES
Ministry of Commerce
and Industry
2nd Place for Northern Region Government of India
Excellent Export
Manufacturing & Excellence Award Status of
Export 2023 Three Star
Performance Export House
2022-23 2023
Safety Rating
India’s Top 500

Company-2021
Rank 444
ICRA AA Long Amongst India’s
Term Rating Top 500 Companies
ICRA A1+ 2022
Short Term
Rating
India’s Most Valuable

Company-2019 India Manufacturing
Rank 220 Excellence Awards
2019 India’s Top Mid Size
Company-2019
Rank 11
NOTE
Breathable
Fly Knit Upper Optimized
Fit for Grip
SM 863
Highly Responsive Akshay Kumar is wearing SM-882
Cushioning Shop at www.relaxofootwear.com
Email: [email protected] | Investor’s email: [email protected]
www.relaxofootwear.com
CIN No.: L74899DL1984PLC019097

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COMMITTED TO PROVIDE

RELAXO FOOTWEARS LIMITED

CHIEF FINANCIAL OFFICER COMPANY SECRETARY

BANKERS REGISTERED OFFICE

RFL-V 83-92, SIDCUL Industrial Area BHEL,

RFL-VI 342-343, Footwear Park, Industrial Estate,

RFL-VII 328-329, MIE, Bahadurgarh, Haryana

RFL-VIII 37, Sector 4B, Bahadurgarh, Haryana

RFL-IX Plot No. SP-6 & 7 Kaharani, Bhiwadi Extn.,

I am pleased to share that despite challenging market conditions and dampened

2 REL A XO FOOT W E ARS LIMITED

To cater to the ever-changing trends in the consumer buying behaviour, we

Our manufacturing facilities have implemented the 5S methodology for

We are immensely grateful to all our Customers, Business Partners, Board of

With Best Regards,

Ramesh Kumar Dua

3 Annual Report 2023-24

• Launched ‘Flite’ and

Our brands offer an array of footwear at compelling

When you are confident, when you look

6 REL A XO FOOT W E ARS LIMITED

When it comes to dressing up as a

Times are changing. So are the styles.

Boredom and simple, have no place in

When every day can be challenging

7 Annual Report 2023-24

Revenue from Operations (C in Crores) EBITDA (C in Crores) Net Profit (C in Crores)

2914.06 495.49 291.56

Dividend (%) EPS - Basic (in C) Net Worth (C in Crores)

300 11.74 2001.11

8 REL A XO FOOT WE ARS LIMITED

a) Financial • EBITDA is at H406.59 Crores as compared to H335.78

9 Annual Repor t 2023-24

Revenue D2914.06 Cr. • Moderate growth despite subdued

EBITDA D406.59 Cr.

b) Non-Financials number of customers, leading to increased sales and

Also the Company invested in digital marketing Exports

10 REL A XO FOOT WE ARS LIMITED

Product Development Information Technology

Manufacturing and Quality Our digitization efforts have been a resounding

11 Annual Repor t 2023-24

To retain critical talent, the Company offered 7. Transfer to Reserves

Pursuant to Regulation 34(2)(e) of the Listing Regulations, 8. Public Deposits

12 REL A XO FOOT WE ARS LIMITED

13 Annual Repor t 2023-24

14 REL A XO FOOT WE ARS LIMITED

15 Annual Repor t 2023-24

16 REL A XO FOOT WE ARS LIMITED

The updated Policy on materiality of Related Party 33. 

17 Annual Repor t 2023-24

18 REL A XO FOOT WE ARS LIMITED

19 Annual Repor t 2023-24

20 REL A XO FOOT WE ARS LIMITED

21 Annual Repor t 2023-24

A. Ratio of remuneration of each Director to the median Name Designation % Increase

22 REL A XO FOOT WE ARS LIMITED

23 Annual Repor t 2023-24

24 REL A XO FOOT WE ARS LIMITED

For and on behalf of the Board of Directors

Ramesh Kumar Dua Mukand Lal Dua

Revenue D2914.06 Cr. • Moderate growth despite subdued

The updated Policy on materiality of Related Party 33.

A. Ratio of remuneration of each Director to the median Name Designation % Increase

A declaration signed by Mr. Ramesh Kumar Dua, Managing Venue :