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DIRECTOR'S REPORT

Lehar Footwears Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 378.15 Cr. P/BV 2.79 Book Value (₹) 76.62
52 Week High/Low (₹) 285/160 FV/ML 10/1 P/E(X) 18.15
Bookclosure 03/09/2026 EPS (₹) 11.79 Div Yield (%) 0.23
Year End :2026-03 

Your directors are pleased to present 32nd Annual Report of the Company on the business and operations of the Company
and the Audited Accounts for the Financial Year ended 31st March, 2026.

FINANCIAL HIGHLIGHTS & PERFORMANCE

Particulars

2025-26

2024-25

Revenue from Operations

43,110.93

27,721.27

Other Income

21.00

26.72

Total Income

43,131.93

27,748.00

Total Expenses

40,330.38

26,303.60

Net Profit before Exceptional Items and Tax

2,801.55

1,444.40

Exceptional Items

-

-

Profit Before Tax

2,801.55

1,444.40

Tax Expenses Current Tax

673.25

368.37

Deferred Tax

44.48

(10.88)

Profit After Tax

2,083.82

1,086.90

Total Comprehensive Income for the year

2,086.39

1,265.68

Earnings Per Equity Share

11.79

6.15

Your Company has prepared the Financial Statements for the
financial year ended 31st March, 2026, in terms of Sections
129, 133 and other applicable provisions, if any, of the
Companies Act, 2013 (as amended) (the "Act") and Schedule
III thereto read with the Rules framed thereunder.

Further, during the Financial Year 2025-26, the Company
undertook a significant capacity expansion initiative by
establishing a new manufacturing facility at Kundli, Haryana.
The setting up of the new plant marks an important milestone
in the Company's growth strategy and is aimed at enhancing
its production capabilities, improving operational efficiencies,
and strengthening its market presence.

The Company commenced the manufacturing of sports
shoes under its brand name "Rannr". The introduction of
the "Rannr" brand is expected to enable the Company to
cater to the growing demand in the sports and athleisure
footwear segment and create new growth opportunities in
both domestic and prospective export markets.

STATE OF COMPANIES AFFAIRS

During the financial year, the Company has achieved turnover
of Rs. 43,110.93 Lakh as compared to Rs. 27,721.27 Lakh in
the preceding financial year. Profit after Tax is Rs. 2,083.82
Lakh as compared to Rs. 1,086.90 Lakh in the preceding year.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year, there is no change in the nature of the
business of the Company.

SHARE CAPITAL

The Authorised Share Capital as on 31st March, 2026 was Rs.
20,00,00,000/- (Rupees Twenty Crore), 2,00,00,000 Equity
Shares of 10/- and the Paid-Up Capital as on 31st March,
2026 was Rs. 17,67,87,990/- (Rupees Seventeen Crore Sixty-
Seven Lakh Eighty-Seven Thousand Nine Hundred Ninety),
1,76,78,799 Equity Share of 10/-.

DIVIDEND

Final dividend of Rs. 0.50/-paid for the financial year ended
31st March, 2025.

The Board at its meeting held on 22nd May, 2026 has
recommended a final dividend of Rs. 0.50/- per fully paid-
up equity share i.e., 5.00% which is subject to the approval
of members at the ensuing Annual General Meeting. The
dividend, if declared, by the Members at the forthcoming
Annual General Meeting (AGM) shall be paid to the eligible
Members.

The Register of Members and Share Transfer Books of the
Company will remain closed for the purpose of payment of
dividend for the financial year ended 31st March 2026.

Pursuant to the provisions of Income-tax Act, 1961, the
dividend paid or distributed by a company shall be taxable
in the hands of the shareholders. Accordingly, in compliance
with the said provisions, your Company shall make the
payment of the dividend after necessary deduction of tax
at source at the prescribed rates, wherever applicable. For

the prescribed rates for various categories, the shareholders
are requested to refer to the Income tax Act, 1961 and
amendments thereof.

In terms of Regulation 43A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("the Listing
Regulations"), the Dividend Distribution Policy duly approved
by the Board is available on the website of the Company and
can be accessed at
https://leharfootwear.com/.

RESERVES AND SURPLUS

During the current financial year, the Company has not
transferred any amount to the General Reserve.

MATERIAL CHANGES EFFECTING FINANCIAL
POSITIONS OF THE COMPANY

In pursuance to section 134(3) (L) of the Act, no material
changes and commitments have occurred after the closure

of the financial year to which the financial statements relate
till the date of this report, affecting the financial position of
the Company.

INVESTOR EDUCATION AND PROTECTION
FUND

Pursuant to sections 124 and 125 of the Act read with
the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF
Rules") there was no dividend which is unclaimed/ unpaid for
more than seven years, hence the company is not required
to transfer any amount to Investor Education and Protection
Fund.

Details of Dividend in the unpaid/unclaimed Dividend
Account as on March 31, 2026 & their respective due dates
for transfer to Investors Education & Protection Fund (IEPF)
are as under:

Date of declaration of Dividend at AGM

Dividend for the
Financial Year

Dividend Amount

Month & Year of proposed
transfer to IEPF

12-08-2023*

2023-24

Rs.0.25/-

August, 2030

27-09-2023

2022-23

Rs.0.20/-

October, 2030

10-09-2024

2023-24

Rs.0.30/-

September, 2031

15-09-2025

2024-25

Rs.0.50/-

September, 2032

The Company recommends shareholders to encash/claim
their respective dividend within the period given above from
the Company's Registrar and Share Transfer Agents.

RISK MANAGEMENT

The Company has in place a mechanism to identify, assess,
monitor and mitigate various risks to key business objectives.
Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a
continuing basis.

The Board monitors and reviews the implementation of
various aspects of the Risk Management policy and Company's
management of key risks, including strategic and operational
risks, as well as the guidelines, policies and processes for
monitoring and mitigating such risks under the aegis of the
overall Business Risk Management Framework. The Company
follows well established and detailed risk assessment and
minimization procedures, which are periodically reviewed by
the Board.

The Board of Directors of the Company are of the view that
currently no significant risk factors are present which may
threaten the existence of the Company.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Board is of opinion that the Company's Internal Financial
Controls are commensurate with the nature of its business

and the size and complexity of its operations and were
effective during the whole financial year. These are routinely
tested by Statutory as well as Internal Auditors and cover
all the key business areas. The Audit Committee reviews
the adequacy and effectiveness of internal control systems
and monitors the implementation of audit recommendations,
including those relating to strengthening the same. The
Audit Committee and Statutory Auditors are appraised of
the internal audit findings and corrective actions taken.
The Statutory Auditors of the Company have reported on
adequacy of internal control in their Report. The Board of
Directors confirm compliance with the Secretarial Standards
issued by the Institute of Company Secretaries of India.

INTERNAL FINANCIAL CONTROL

The Company has adequate system of internal control/
internal finance control to safeguard and protect from
loss, unauthorized use or disposition of its assets. All the
transactions are properly authorized, recorded and reported
to the Management. The report on Internal Financial Control
forms part of Independent Audit report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retire by rotation

Mr. Naresh Kumar Agrawal (DIN-00106649), Director
retires by rotation and being eligible, offers himself for re¬
appointment, in accordance with the provisions of Section

152 of the Companies Act, 2013 and Articles of Associations
of the Company.

Details of the Directors proposed to be re-appointed at the
ensuing Annual General Meeting, as required by Regulation
36(3) of the SEBI Listing Regulations and SS-2 (Secretarial
Standard on General Meetings) are provided at the end of
notice convening the 32nd Annual General Meeting.

During the financial year 2025-26, the constitution of the
Board complies with the requirements of the Act, and the
SEBI Listing Regulations. There were no changes in Key
Managerial Personnel and Directors of your Company during
the financial year 2025-26 other than disclosed above.

Present Board Structure of the Company as on
the date of this Report are

Name

Designation

Raj Kumar Agarwal

Chairman & Whole Time Director

Pramod Kumar Agarwal Whole Time Director

Naresh Kumar Agarwal

Managing Director

Sandeep Kumar Jain

Non-Executive Independent
Director

Rakshanda Jain

Non-Executive Independent
Woman Director

Dileep Kumar Jain

Non-Executive Independent
Director

Sanjay Kumar Agarwal

Chief Executive Officer (CEO)

Ritika Poddar

Company Secretary & Compliance
officer

Declaration from Independent Director

All Independent Directors have furnished respective
declaration stating that they meet the criteria of Independence
as laid down under Section 149(6) of the Act and Regulation
16(1)(b) of the Listing Regulations. The Independent
Directors has also confirmed that they have complied with
the Company's Code of Business Conduct and Ethics.

There was no change in the Composition of the Board of
Directors and Key Managerial Personnel during the year
under the review except as stated. The Board is of the
opinion that the Independent Directors of the Company
possess requisite skills, qualifications, experience, knowledge
and fulfil the conditions of independence as specified in the
said Act, Rules and Regulations. The Non-Executive Directors
of the Company had no pecuniary relationship other than
payment of sitting fee for attending meetings of Board of
Directors and its Committees.

BOARD MEETINGS

The Board met Thirteen (13) times during Financial Year,
the details of which are given in the Corporate Governance
Report that forms part of this Annual Report. The intervening
gap between any two consecutive meetings was within the
period prescribed by the Companies Act, 2013, SEBI (LODR)
2015 and Secretarial Standard-1 (SS-1).

BOARD EVALUATION/PERFORMANCE

EVALUATION

In accordance with the provisions of the Act and the Listing
Regulations, the Company has conducted the Annual
Performance Evaluation process, evaluating the performance
of the Board, the Committee of Board and the individual
directors including Chairman. The Board of Directors has
evaluated the performance of Independent Directors during
the year 2025-26 and expressed their satisfaction with the
evaluation process.

Independent Directors, in their separate meeting reviewed
the performance of the Non-Independent Directors and the
Board as a whole and also reviewed the performance of
the Chairman after taking in account the views of all the
Directors.

CREDIT RATINGS

During the financial year 2025-26, on the basis of recent
development including operational and financial performance
of the Company, Credit Rating Agency- CRISIL has assigned
overall Bank Borrowings of the Company:

Facilities Ratings

Long Term Crisil BBB/Stable (Upgraded from 'Crisil
Bank Facilities BBB- / Stable')

Short Term Crisil A3 (Upgraded from Crisil A3)

Bank Facilities

COMPANY'S POLICY ON DIRECTORS'
APPOINTMENT AND REMUNERATION

The criteria for directors' appointment have been set up
by the Nomination and Remuneration Committee, which
includes criteria for determining qualifications, positive
attributes, independence of a Director and other matters
provided under Sub section (3) of Section 178 of Companies
Act, 2013 ("the Act"). The policy on remuneration and other
matters provided in Section 178(3) of the Act is available on
the Company's website at
https://leharfootwear.com/. It is
affirmed that the remuneration paid to the directors is as per
the terms set out in the Nomination & Remuneration Policy
of the Company.

For other details regarding the Nomination and Remuneration
Committee, please refer to the Corporate Governance Report,
which is a part of this report.

VIGIL MECHANISM / WHISTLE BLOWER
POLICY

The Company has a vigil mechanism named Vigil Mechanism/
Whistle Blower Policy in conformation with Section 177(9) of
the Act and Regulation 22 of SEBI Listing Regulations to report
concerns about unethical behaviour and to deal with instances
of fraud and mismanagement, if any. The same has also been
displayed on the website at
https://leharfootwear.com/ of
the Company.

HUMAN RESOURCE MANAGEMENT, HEALTH
AND SAFETY

During the financial year, the Company had cordial relations
with workers, staff and officers. The shop floor management
is done through personal touch, using various motivational
tools and meeting their training needs requirements. The
company has taken initiative for safety of employees and
implemented regular safety audit, imparted machine safety
training, wearing protective equipment, etc. The Company
believes in empowering its employees through greater
knowledge, team spirit and developing greater sense of
responsibility.

DISCLOSURE AS PER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on Gender Equality,
Gender Protection, Prevention of Sexual Harassment and
Redressal System in line with the requirements of the Sexual
Harassment of Women at Workplace Prevention, Prohibition
and Redressal) Act, 2013. All employees (permanent,
contractual, temporary, trainees) are covered under this
policy. The Company has also constituted an internal
committee to consider and address sexual harassment
complaints in accordance with the Sexual Harassment of
women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

No complaints pertaining to sexual harassment were received
and/or disposed/or pending during FY 2025-26.

PARTICULARS OF EMPLOYEES

The information and disclosure required under Section 197(12)
of the Act read with Rule 5(1), 5(2) and 5(3) 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), in respect
of Directors and Employees of your Company is set out in
"
Annexure - I" to this report.

Particulars of the employee as required under Section
197(12) of the Companies Act, 2013 read with Rules 5(2)
and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, as amended, forms
part of this Report. However, in pursuance of Section
136(1) of the Companies Act, 2013, this report is being
sent to the shareholders of the Company excluding the said
remuneration. A statement showing the names and other
particulars of the employees drawing remuneration over the
limits set out in the said Rules forms part of this Report. The
said information is available for inspection at the registered
office of the Company during working hours up to the date
of the Annual General Meeting. Any member interested
in obtaining such information may write to the Company
Secretary and the same will be furnished on request.

DISCLOSURE OF CERTAIN TYPE OF
AGREEMENTS BINDING LISTED ENTITIES

There is no agreement impacting management or control
of the Company or imposing any restriction or create any
liability upon the Company.

COMMITMENT TO QUALITY AND ENVIRONMENT

Your Company recognizes quality and productivity as a pre¬
requisite for its operations and has implemented ISO 9001,
ISO 45001 and ISO 14001.

The Company has also received license under IS 10702:2023,
IS 6721:2023 & IS 15844: Part 1: 2023 from the Bureau of
Indian Standards (BIS)) for its products respectively:

(a) Hawai Chappal, Bottom-Polymer (Others- EVA etc.),
Strap-Solid, Size-Adult (1-13),

(b) Hawai Chappal, Bottom-Polymer (Others- EVA etc.),
strap-Solid, Size-Children (6-13)

(c) Sandal and Slippers

(d) Sports Shoes

CORPORATE SOCIAL RESPONSIBILITIES (CSR)

The Company's CSR initiatives and activities are aligned
to the requirements of Section 135 of the Act. The brief
outline of the CSR policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year
are set out in "
Annexure II" of this report in the format
prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014.

For other details regarding the CSR Committee, please refer
to the Corporate Governance Report, which is a part of this
report. This Policy is available on the Company's website and
can be accessed at
https://leharfootwear.com/.

COMMITTEES OF THE BOARD

As on 31st March, 2026, the Board had following committees:

• Audit committee,

• Nomination and Remuneration Committee,

• Stakeholders Relationship Committee, and

• Corporate Social Responsibility Committee.

All committees were mixture of executive and non-executive
directors and Chairperson of every committee is a non¬
executive independent director except Corporate Social
Responsibility Committee. During the financial year, all
recommendations made by the committees were approved
by the Board. A detailed note on the composition of the Board
and its committees is provided in the corporate governance
report.

AUDITORS AND AUDIT REPORT
Statutory Auditor

M/s A. Bafna & Co Chartered Accountants (Firm Registration
No. 003660C), Jaipur, appointed as the statutory auditors
of the Company, in the Annual General Meeting held on
29.09.2022 for a term of five consecutive years, from the
conclusion of the twenty-eight Annual General Meeting held
in the year 2022 till the conclusion of the thirty-three Annual
General Meeting to be held in the year 2027.

There are no qualifications, adverse remarks reservations or
disclaimer made by M/s A. Bafna & Co Statutory Auditors,
in their report for the financial year ended 31st March, 2026.
The notes to the Accounts referred to in the Auditor's Report
are self-explanatory and therefore do not call for any further
explanation and comments.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and SEBI (LODR), 2015,
M/s Gaurav G & Associates, Practising Company Secretaries
(Unique code Number S2025RJ1004900), Jaipur, appointed as
the Secretarial Auditor of the Company, in the Annual General
Meeting held on 15.09.2025 for a term of five consecutive
years from the financial year 2025-26 to 2029-30.

The Report of the Secretarial Audit in Form MR-3 for the
financial year ended 31st March, 2026, is enclosed as
"
Annexure III" to this Report. There are no qualifications,
reservations or adverse remarks made by the Secretarial
Auditor in his report.

The Company has undertaken an Annual Secretarial
Compliance Audit for the financial year 2025-26 pursuant
to Regulation 24A (2) of the SEBI Listing Regulations. The
Annual Secretarial Compliance Report for the financial year
ended 31st March 2026 has been submitted to the Stock
Exchanges and the said report may be accessed on the
Company's website at
www.leharfootwear.com.

Internal Auditor

The Board has appointed M/s S S Choudhary and Co,
Chartered accountants, to conduct the Internal Audit for
the financial year 2025-26. The Internal Audit Report for
the financial year ended 31st March, 2026 has submitted by
auditor to Board of the Company. The Internal Audit Report
does not contain any qualification or reservation or adverse
remark or disclaimer.

The Audit Committee of the Board of Directors, Statutory
Auditors and the Key Managerial Personnel are periodically
apprised of the internal audit findings and corrective actions
taken. Audit plays a key role in providing assurance to
the Board of Directors. Significant audit observations and
corrective actions taken by the management are presented to
the Audit Committee of the Board. To maintain its objectivity
and independence, the Internal Audit function reports to the

Statutory Auditor of the Company, Chairman of the audit
committee and Board of Directors of the Company.

Cost Records and Cost Audit

Provisions of Section 148 of the Companies Act, 2013
regarding maintenance of cost records and audit thereof is
not applicable to your Company.

During the year under review, none of the auditors have
reported any instances of fraud committed against the
Company as required to be reported under Section 143 (12)
of the Act.

LOANS AND INVESTMENTS BY THE COMPANY

The Company has not given any loans, guarantees or
securities during the year that would attract the provisions of
Section 185 of the Act. The particulars of loans, guarantees
and investments of the company as per Section 186 of the
Act by the Company have been disclosed in the financial
statements of the company.

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

The Company does not have any Joint venture or Associate
Company as on 31st March, 2026, but the Company has a
wholly owned subsidiary company i.e., Lehar Foundation
(Section-8) incorporated on 08.11.2023 with the object of
CSR activities.

Lehar Foundation is purely incorporated as a not-for-profit
making Company with specific objective to undertake CSR
projects. As per Para 10 of AS-21, If the objective of control
over such entities is not to obtain economic benefits from
their activities, then such entities are not to be considered
for the purpose of preparation of consolidated financial
statements.

Pursuant to Section 129(3) of the Act, a statement containing
the salient features of the financial statement of the
subsidiary company is attached to the financial statement in
Form AOC-1 as "
Annexure-IV". Financial Statements of the
Lehar Foundation are not consolidated with Lehar Footwears
Limited because it is not for profit organisation.

RELATED PARTY TRANSACTIONS

During the financial year ended 31st March, 2026, all
transactions with the Related Parties as defined under the
Act read with Rules framed thereunder, were in the ordinary
course of business and at arm's length basis. Your Company
does not have a 'Material Subsidiary' as defined under
Regulation 16(1)(c) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (as amended)
(the "Listing Regulations").

During the financial year, your Company did not enter into
any Related Party Transaction which requires prior approval of
the Members of your Company. All Related Party Transactions
entered into by your Company had prior approval of the

Audit Committee as required under the Listing Regulations.
Subsequently, the Audit Committee and the Board have also
reviewed the Related Party Transactions. During the year
under review, there have been no materially significant
Related Party Transactions having potential conflict with the
interest of your Company. Since all Related Party Transactions
entered into by your Company were in the ordinary course
of business and also on an arm's length basis, therefore,
details required to be provided in the prescribed Form AOC -
2 are not applicable to your Company. Necessary disclosures
required under the Ind AS 24 have been made in Notes of
the Financial Statements for the financial year ended 31st
March, 2026.

CONSERVATION OF ENERGY, TECHNOLOGY,
FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, regarding conservation of energy,
technology absorption, foreign exchange earnings and outgo,
are given in "
Annexure-V" and forms an integral part of
this Report.

ANNUAL RETURN

As required under Section 92(3) read with section 134(3)

(a) of the Companies Act 2013 read with rule 12 of the
Companies (Management and Administration) Rules, 2014
including amendments thereunder, the Annual Return filed
with the Ministry of Corporate Affairs (MCA) for the Financial
Year 2024-25 is available on the
https://leharfootwear.com/
and the Annual Return for Financial Year 2025-26 will be
made available on the website of the Company once it is
filed with the MCA.

LISTING

The equity shares of the Company are listed on BSE Ltd.
Further, the Annual Listing Fees for the Financial Year 2025¬
26 have been duly paid by the Company.

Further, there were 1,76,78,799 equity shares of the Company
as on 31st March 2026. All the equity shares were listed with
BSE Limited (BSE) and 100% shareholding in demat form.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic
form and the Company has established connectivity with
both the depositories i.e., National Securities Depository
Limited (NSDL) and Central Depository Services (India)
Limited (CDSL). In view of the numerous advantages offered
by the Depository system, Members are requested to avail
the facility of dematerialization of shares with either of the
Depositories as aforesaid. As on 31st March, 2026, 100.00%
of the share capital stands dematerialized.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
report on the Corporate Governance along with a certificate

from Practicing Company Secretary is annexed herewith and
marked as "
Annexure VI" forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

In Compliance with Regulation 34 of SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015, a separate
section on Management Discussion and Analysis as approved
by the Board of Directors, forms part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

As the Company is not among top 500 or 1000 Companies by
market capitalisation on Stock Exchanges, the disclosure of
Report under of Regulation 34(2) of the Listing Regulations
is not applicable to the Company for the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the
information and explanation obtained by them, in terms of
section 134(3) (c) your directors confirm that:

(a) i n the preparation of Annual Accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

(b) appropriate accounting policies have been selected and
applied consistently and have made judgments and
estimates that are reasonable and prudent so as to give
a true & fair view of the state of affairs of the Company;

(c) proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;

(d) the Annual Accounts have been prepared on a going
concern basis;

(e) internal financial controls have been laid down to be
followed by the company and such internal financial
controls are adequate and were operating effectively;

(f) proper system has been devised to ensure compliance
with the provision of all applicable law and that such
system was adequate and operating effectively.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention
of Insider Trading with a view to regulate trading in securities
by the Directors and designated employees of the Company.
The Code requires pre-clearance for dealing in the Company's
shares and prohibits the purchase or sale of Company shares
by the Directors and the designated employees while in
possession of unpublished price sensitive information in
relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for

implementation of the Code. The said Code is available on
the website of the Company at
https://leharfootwear.com/.

A declaration to this effect signed by Mr. Sanjay Kumar
Agarwal, Chief Executive Officer of the Company stating that
the members of Board of Directors and Senior Management
Personnel have affirmed compliance with the code of conduct
of Board of Directors and senior management is annexed as
"
Annexure b" to the Corporate Governance Report forming
part of this Report.

OTHER DISCLOSURES

(i) The Company has complied with the applicable
Secretarial Standards relating to 'Meetings of the Board
of Directors' and 'General Meetings' during the year.

(ii) During the financial year under review, the Company
has neither invited nor accepted or renewed any fixed
deposit from public, shareholders or employees and no
amount of principal or interest on deposits from public
is outstanding as at the Balance Sheet date in terms of
provisions of section 73 to 76 of the Act read with the
Companies (Acceptance of Deposits) Rules, 2014.

(iii) There is no significant material orders passed by the
Regulators/Courts which would impact the going
concern status of the Company and its future operations.

(iv) The Company has not made any application nor any
proceeding is pending against the company under IBC,
2016.

(v) Since the Company has not entered into any One
Time Settlement with Banks or Financial Institutions,
furnishing details in this regard, is not applicable.

(vi) The Company has complied with the provisions relating
to the Maternity Benefit Act 1961.

(vii) The Company has complied with all the statutory
requirements. The Company ensures compliance of
the Companies Act, 2013; SEBI (Listing Obligation

and Disclosure Requirements) Regulations, 2015 and
various statutory authorities on quarterly basis in the
Board Meeting.

CAUTIONARY STATEMENT

Statements in this report, describing the Company's
objectives, expectations and/or anticipations may be
forward looking within the meaning of applicable Securities
Law and Regulations. Actual results may differ materially
from those stated in the statement. Important factors that
could influence the Company's operations include global and
domestic supply and demand conditions affecting selling
prices of finished goods, availability of inputs and their prices,
changes in the Government policies, regulations, tax laws,
economic developments within the country and outside and
other factors such as litigation and industrial relations. The
Company assumes no responsibility in respect of the forward¬
looking statements, which may undergo changes in future
on the basis of subsequent developments, information or
events.

ACKNOWLEDGEMENT & APPRECIATION

Your directors take this opportunity to thank the customers,
shareholders, suppliers, bankers, business partners/
associates, financial institutions and Central and State
Governments for their consistent support and encouragement
to the Company.

Your directors appreciate and value the contribution made
by every member of the Lehar family.

By the Order of the Board
for
Lehar Footwears Limited

Raj Kumar Agarwal

Chairman & Whole Time Director
DIN: 00127215

Date: 10.08.2026
Place: Jaipur

Attention Investors:
Naked short selling is strictly prohibited in the Indian market. All investors must mandatorily honor their delivery obligations at the time of settlement, for more information kindly refer SEBI SEBI/HO/MRD/MRD-PoD-3/P/CIR/2024/1, dated January 05, 2024    |    KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (Broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.    |    Prevent unauthorised transactions in your Stock Broking account --> Update your mobile numbers/ email IDs with your stock Brokers. Receive information of your transactions directly from Exchange on your mobile/email at the end of the day…..Issued in the interest of Investors.    |    Prevent Unauthorized Transactions in your demat account -> Update your Mobile Number and Email address with your Depository Participant. Receive alerts on your Registered Mobile and Email address for all debit and other important transactions in your demat account directly from CDSL on the same day….. issued in the interest of investors.    |    No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorize your bank to make payment in case of allotment. No worries for refund as the money remains in investor account.    |    Investors should be cautious on unsolicited emails and SMS advising to buy, sell or hold securities and trade only on the basis of informed decision. Investors are advised to invest after conducting appropriate analysis of respective companies and not to blindly follow unfounded rumours, tips etc. Further, you are also requested to share your knowledge or evidence of systemic wrongdoing, potential frauds or unethical behavior through the anonymous portal facility provided on BSE & NSE website.    |    Stock Brokers can accept securities as margin from clients only by way of pledge in the depository system w.e.f. September 1, 2020. || Update your mobile number & email Id with your stock broker/depository participant and receive OTP directly from depository on your email id and/or mobile number to create pledge. || Pay 20% upfront margin of the transaction value to trade in cash market segment. || Investors may please refer to the Exchange's Frequently Asked Questions (FAQs) issued vide circular reference NSE/INSP/45191 dated July 31, 2020 andNSE/INSP/45534 dated August 31, 2020 and other guidelines issued from time to time in this regard. || Check your Securities /MF/ Bonds in the consolidated account statement issued by NSDL/CDSL every month….. Issued in the interest of Investors.
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