Your directors are pleased to present 32nd Annual Report of the Company on the business and operations of the Companyand the Audited Accounts for the Financial Year ended 31st March, 2026.
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
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 thefinancial year ended 31st March, 2026, in terms of Sections129, 133 and other applicable provisions, if any, of theCompanies Act, 2013 (as amended) (the "Act") and ScheduleIII thereto read with the Rules framed thereunder.
Further, during the Financial Year 2025-26, the Companyundertook a significant capacity expansion initiative byestablishing a new manufacturing facility at Kundli, Haryana.The setting up of the new plant marks an important milestonein the Company's growth strategy and is aimed at enhancingits production capabilities, improving operational efficiencies,and strengthening its market presence.
The Company commenced the manufacturing of sportsshoes under its brand name "Rannr". The introduction ofthe "Rannr" brand is expected to enable the Company tocater to the growing demand in the sports and athleisurefootwear segment and create new growth opportunities inboth domestic and prospective export markets.
During the financial year, the Company has achieved turnoverof Rs. 43,110.93 Lakh as compared to Rs. 27,721.27 Lakh inthe preceding financial year. Profit after Tax is Rs. 2,083.82Lakh as compared to Rs. 1,086.90 Lakh in the preceding year.
During the year, there is no change in the nature of thebusiness of the Company.
The Authorised Share Capital as on 31st March, 2026 was Rs.20,00,00,000/- (Rupees Twenty Crore), 2,00,00,000 EquityShares 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/-.
Final dividend of Rs. 0.50/-paid for the financial year ended31st March, 2025.
The Board at its meeting held on 22nd May, 2026 hasrecommended a final dividend of Rs. 0.50/- per fully paid-up equity share i.e., 5.00% which is subject to the approvalof members at the ensuing Annual General Meeting. Thedividend, if declared, by the Members at the forthcomingAnnual General Meeting (AGM) shall be paid to the eligibleMembers.
The Register of Members and Share Transfer Books of theCompany will remain closed for the purpose of payment ofdividend for the financial year ended 31st March 2026.
Pursuant to the provisions of Income-tax Act, 1961, thedividend paid or distributed by a company shall be taxablein the hands of the shareholders. Accordingly, in compliancewith the said provisions, your Company shall make thepayment of the dividend after necessary deduction of taxat source at the prescribed rates, wherever applicable. For
the prescribed rates for various categories, the shareholdersare requested to refer to the Income tax Act, 1961 andamendments thereof.
In terms of Regulation 43A of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 ("the ListingRegulations"), the Dividend Distribution Policy duly approvedby the Board is available on the website of the Company andcan be accessed athttps://leharfootwear.com/.
During the current financial year, the Company has nottransferred any amount to the General Reserve.
In pursuance to section 134(3) (L) of the Act, no materialchanges and commitments have occurred after the closure
of the financial year to which the financial statements relatetill the date of this report, affecting the financial position ofthe Company.
Pursuant to sections 124 and 125 of the Act read withthe Investor Education and Protection Fund Authority(Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPFRules") there was no dividend which is unclaimed/ unpaid formore than seven years, hence the company is not requiredto transfer any amount to Investor Education and ProtectionFund.
Details of Dividend in the unpaid/unclaimed DividendAccount as on March 31, 2026 & their respective due datesfor transfer to Investors Education & Protection Fund (IEPF)are as under:
Date of declaration of Dividend at AGM
Dividend for theFinancial Year
Dividend Amount
Month & Year of proposedtransfer 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
Rs.0.30/-
September, 2031
15-09-2025
Rs.0.50/-
September, 2032
The Company recommends shareholders to encash/claimtheir respective dividend within the period given above fromthe Company's Registrar and Share Transfer Agents.
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 aresystematically addressed through mitigating actions on acontinuing basis.
The Board monitors and reviews the implementation ofvarious aspects of the Risk Management policy and Company'smanagement of key risks, including strategic and operationalrisks, as well as the guidelines, policies and processes formonitoring and mitigating such risks under the aegis of theoverall Business Risk Management Framework. The Companyfollows well established and detailed risk assessment andminimization procedures, which are periodically reviewed bythe Board.
The Board of Directors of the Company are of the view thatcurrently no significant risk factors are present which maythreaten the existence of the Company.
The Board is of opinion that the Company's Internal FinancialControls are commensurate with the nature of its business
and the size and complexity of its operations and wereeffective during the whole financial year. These are routinelytested by Statutory as well as Internal Auditors and coverall the key business areas. The Audit Committee reviewsthe adequacy and effectiveness of internal control systemsand monitors the implementation of audit recommendations,including those relating to strengthening the same. TheAudit Committee and Statutory Auditors are appraised ofthe internal audit findings and corrective actions taken.The Statutory Auditors of the Company have reported onadequacy of internal control in their Report. The Board ofDirectors confirm compliance with the Secretarial Standardsissued by the Institute of Company Secretaries of India.
The Company has adequate system of internal control/internal finance control to safeguard and protect fromloss, unauthorized use or disposition of its assets. All thetransactions are properly authorized, recorded and reportedto the Management. The report on Internal Financial Controlforms part of Independent Audit report.
Mr. Naresh Kumar Agrawal (DIN-00106649), Directorretires 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 Associationsof the Company.
Details of the Directors proposed to be re-appointed at theensuing Annual General Meeting, as required by Regulation36(3) of the SEBI Listing Regulations and SS-2 (SecretarialStandard on General Meetings) are provided at the end ofnotice convening the 32nd Annual General Meeting.
During the financial year 2025-26, the constitution of theBoard complies with the requirements of the Act, and theSEBI Listing Regulations. There were no changes in KeyManagerial Personnel and Directors of your Company duringthe financial year 2025-26 other than disclosed above.
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 IndependentDirector
Rakshanda Jain
Non-Executive IndependentWoman Director
Dileep Kumar Jain
Sanjay Kumar Agarwal
Chief Executive Officer (CEO)
Ritika Poddar
Company Secretary & Complianceofficer
All Independent Directors have furnished respectivedeclaration stating that they meet the criteria of Independenceas laid down under Section 149(6) of the Act and Regulation16(1)(b) of the Listing Regulations. The IndependentDirectors has also confirmed that they have complied withthe Company's Code of Business Conduct and Ethics.
There was no change in the Composition of the Board ofDirectors and Key Managerial Personnel during the yearunder the review except as stated. The Board is of theopinion that the Independent Directors of the Companypossess requisite skills, qualifications, experience, knowledgeand fulfil the conditions of independence as specified in thesaid Act, Rules and Regulations. The Non-Executive Directorsof the Company had no pecuniary relationship other thanpayment of sitting fee for attending meetings of Board ofDirectors and its Committees.
The Board met Thirteen (13) times during Financial Year,the details of which are given in the Corporate GovernanceReport that forms part of this Annual Report. The interveninggap between any two consecutive meetings was within theperiod prescribed by the Companies Act, 2013, SEBI (LODR)2015 and Secretarial Standard-1 (SS-1).
In accordance with the provisions of the Act and the ListingRegulations, the Company has conducted the AnnualPerformance Evaluation process, evaluating the performanceof the Board, the Committee of Board and the individualdirectors including Chairman. The Board of Directors hasevaluated the performance of Independent Directors duringthe year 2025-26 and expressed their satisfaction with theevaluation process.
Independent Directors, in their separate meeting reviewedthe performance of the Non-Independent Directors and theBoard as a whole and also reviewed the performance ofthe Chairman after taking in account the views of all theDirectors.
During the financial year 2025-26, on the basis of recentdevelopment including operational and financial performanceof the Company, Credit Rating Agency- CRISIL has assignedoverall Bank Borrowings of the Company:
Facilities Ratings
Long Term Crisil BBB/Stable (Upgraded from 'CrisilBank Facilities BBB- / Stable')
Short Term Crisil A3 (Upgraded from Crisil A3)
Bank Facilities
The criteria for directors' appointment have been set upby the Nomination and Remuneration Committee, whichincludes criteria for determining qualifications, positiveattributes, independence of a Director and other mattersprovided under Sub section (3) of Section 178 of CompaniesAct, 2013 ("the Act"). The policy on remuneration and othermatters provided in Section 178(3) of the Act is available onthe Company's website athttps://leharfootwear.com/. It isaffirmed that the remuneration paid to the directors is as perthe terms set out in the Nomination & Remuneration Policyof the Company.
For other details regarding the Nomination and RemunerationCommittee, please refer to the Corporate Governance Report,which is a part of this report.
The Company has a vigil mechanism named Vigil Mechanism/Whistle Blower Policy in conformation with Section 177(9) ofthe Act and Regulation 22 of SEBI Listing Regulations to reportconcerns about unethical behaviour and to deal with instancesof fraud and mismanagement, if any. The same has also beendisplayed on the website athttps://leharfootwear.com/ ofthe Company.
During the financial year, the Company had cordial relationswith workers, staff and officers. The shop floor managementis done through personal touch, using various motivationaltools and meeting their training needs requirements. Thecompany has taken initiative for safety of employees andimplemented regular safety audit, imparted machine safetytraining, wearing protective equipment, etc. The Companybelieves in empowering its employees through greaterknowledge, team spirit and developing greater sense ofresponsibility.
DISCLOSURE AS PER THE SEXUAL HARASSMENTOF 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 andRedressal System in line with the requirements of the SexualHarassment of Women at Workplace Prevention, Prohibitionand Redressal) Act, 2013. All employees (permanent,contractual, temporary, trainees) are covered under thispolicy. The Company has also constituted an internalcommittee to consider and address sexual harassmentcomplaints in accordance with the Sexual Harassment ofwomen at Workplace (Prevention, Prohibition and Redressal)Act, 2013.
No complaints pertaining to sexual harassment were receivedand/or disposed/or pending during FY 2025-26.
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 respectof Directors and Employees of your Company is set out in"Annexure - I" to this report.
Particulars of the employee as required under Section197(12) of the Companies Act, 2013 read with Rules 5(2)and 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, as amended, formspart of this Report. However, in pursuance of Section136(1) of the Companies Act, 2013, this report is beingsent to the shareholders of the Company excluding the saidremuneration. A statement showing the names and otherparticulars of the employees drawing remuneration over thelimits set out in the said Rules forms part of this Report. Thesaid information is available for inspection at the registeredoffice of the Company during working hours up to the dateof the Annual General Meeting. Any member interestedin obtaining such information may write to the CompanySecretary and the same will be furnished on request.
There is no agreement impacting management or controlof the Company or imposing any restriction or create anyliability upon the Company.
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 ofIndian 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
The Company's CSR initiatives and activities are alignedto the requirements of Section 135 of the Act. The briefoutline of the CSR policy of the Company and the initiativesundertaken by the Company on CSR activities during the yearare set out in "Annexure II" of this report in the formatprescribed in the Companies (Corporate Social ResponsibilityPolicy) Rules, 2014.
For other details regarding the CSR Committee, please referto the Corporate Governance Report, which is a part of thisreport. This Policy is available on the Company's website andcan be accessed at https://leharfootwear.com/.
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-executivedirectors and Chairperson of every committee is a non¬executive independent director except Corporate SocialResponsibility Committee. During the financial year, allrecommendations made by the committees were approvedby the Board. A detailed note on the composition of the Boardand its committees is provided in the corporate governancereport.
M/s A. Bafna & Co Chartered Accountants (Firm RegistrationNo. 003660C), Jaipur, appointed as the statutory auditorsof the Company, in the Annual General Meeting held on29.09.2022 for a term of five consecutive years, from theconclusion of the twenty-eight Annual General Meeting heldin the year 2022 till the conclusion of the thirty-three AnnualGeneral Meeting to be held in the year 2027.
There are no qualifications, adverse remarks reservations ordisclaimer 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 Reportare self-explanatory and therefore do not call for any furtherexplanation and comments.
Pursuant to the provisions of Section 204 of the Companies Act,2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 and SEBI (LODR), 2015,M/s Gaurav G & Associates, Practising Company Secretaries(Unique code Number S2025RJ1004900), Jaipur, appointed asthe Secretarial Auditor of the Company, in the Annual GeneralMeeting held on 15.09.2025 for a term of five consecutiveyears from the financial year 2025-26 to 2029-30.
The Report of the Secretarial Audit in Form MR-3 for thefinancial year ended 31st March, 2026, is enclosed as"Annexure III" to this Report. There are no qualifications,reservations or adverse remarks made by the SecretarialAuditor in his report.
The Company has undertaken an Annual SecretarialCompliance Audit for the financial year 2025-26 pursuantto Regulation 24A (2) of the SEBI Listing Regulations. TheAnnual Secretarial Compliance Report for the financial yearended 31st March 2026 has been submitted to the StockExchanges and the said report may be accessed on theCompany'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 forthe financial year 2025-26. The Internal Audit Report forthe financial year ended 31st March, 2026 has submitted byauditor to Board of the Company. The Internal Audit Reportdoes not contain any qualification or reservation or adverseremark or disclaimer.
The Audit Committee of the Board of Directors, StatutoryAuditors and the Key Managerial Personnel are periodicallyapprised of the internal audit findings and corrective actionstaken. Audit plays a key role in providing assurance tothe Board of Directors. Significant audit observations andcorrective actions taken by the management are presented tothe Audit Committee of the Board. To maintain its objectivityand independence, the Internal Audit function reports to the
Statutory Auditor of the Company, Chairman of the auditcommittee and Board of Directors of the Company.
Provisions of Section 148 of the Companies Act, 2013regarding maintenance of cost records and audit thereof isnot applicable to your Company.
During the year under review, none of the auditors havereported any instances of fraud committed against theCompany as required to be reported under Section 143 (12)of the Act.
The Company has not given any loans, guarantees orsecurities during the year that would attract the provisions ofSection 185 of the Act. The particulars of loans, guaranteesand investments of the company as per Section 186 of theAct by the Company have been disclosed in the financialstatements of the company.
The Company does not have any Joint venture or AssociateCompany as on 31st March, 2026, but the Company has awholly owned subsidiary company i.e., Lehar Foundation(Section-8) incorporated on 08.11.2023 with the object ofCSR activities.
Lehar Foundation is purely incorporated as a not-for-profitmaking Company with specific objective to undertake CSRprojects. As per Para 10 of AS-21, If the objective of controlover such entities is not to obtain economic benefits fromtheir activities, then such entities are not to be consideredfor the purpose of preparation of consolidated financialstatements.
Pursuant to Section 129(3) of the Act, a statement containingthe salient features of the financial statement of thesubsidiary company is attached to the financial statement inForm AOC-1 as "Annexure-IV". Financial Statements of theLehar Foundation are not consolidated with Lehar FootwearsLimited because it is not for profit organisation.
During the financial year ended 31st March, 2026, alltransactions with the Related Parties as defined under theAct read with Rules framed thereunder, were in the ordinarycourse of business and at arm's length basis. Your Companydoes not have a 'Material Subsidiary' as defined underRegulation 16(1)(c) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 (as amended)(the "Listing Regulations").
During the financial year, your Company did not enter intoany Related Party Transaction which requires prior approval ofthe Members of your Company. All Related Party Transactionsentered 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 alsoreviewed the Related Party Transactions. During the yearunder review, there have been no materially significantRelated Party Transactions having potential conflict with theinterest of your Company. Since all Related Party Transactionsentered into by your Company were in the ordinary courseof 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 disclosuresrequired under the Ind AS 24 have been made in Notes ofthe Financial Statements for the financial year ended 31stMarch, 2026.
Particulars required under Section 134(3)(m) of theCompanies 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 ofthis Report.
As required under Section 92(3) read with section 134(3)
(a) of the Companies Act 2013 read with rule 12 of theCompanies (Management and Administration) Rules, 2014including amendments thereunder, the Annual Return filedwith the Ministry of Corporate Affairs (MCA) for the FinancialYear 2024-25 is available on the https://leharfootwear.com/and the Annual Return for Financial Year 2025-26 will bemade available on the website of the Company once it isfiled with the MCA.
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 Companyas on 31st March 2026. All the equity shares were listed withBSE Limited (BSE) and 100% shareholding in demat form.
The shares of your Company are being traded in electronicform and the Company has established connectivity withboth the depositories i.e., National Securities DepositoryLimited (NSDL) and Central Depository Services (India)Limited (CDSL). In view of the numerous advantages offeredby the Depository system, Members are requested to availthe facility of dematerialization of shares with either of theDepositories as aforesaid. As on 31st March, 2026, 100.00%of the share capital stands dematerialized.
Pursuant to Regulation 34 read with Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015,report on the Corporate Governance along with a certificate
from Practicing Company Secretary is annexed herewith andmarked as "Annexure VI" forming part of this Report.
In Compliance with Regulation 34 of SEBI (Listing Obligationand Disclosure Requirements) Regulations, 2015, a separatesection on Management Discussion and Analysis as approvedby the Board of Directors, forms part of this Annual Report.
As the Company is not among top 500 or 1000 Companies bymarket capitalisation on Stock Exchanges, the disclosure ofReport under of Regulation 34(2) of the Listing Regulationsis not applicable to the Company for the year under review.
To the best of knowledge and belief and according to theinformation and explanation obtained by them, in terms ofsection 134(3) (c) your directors confirm that:
(a) i n the preparation of Annual Accounts, the applicableaccounting standards have been followed along withproper explanation relating to material departures;
(b) appropriate accounting policies have been selected andapplied consistently and have made judgments andestimates that are reasonable and prudent so as to givea true & fair view of the state of affairs of the Company;
(c) proper and sufficient care has been taken for themaintenance of adequate accounting records inaccordance with the provisions of the Companies Act,2013 for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities;
(d) the Annual Accounts have been prepared on a goingconcern basis;
(e) internal financial controls have been laid down to befollowed by the company and such internal financialcontrols are adequate and were operating effectively;
(f) proper system has been devised to ensure compliancewith the provision of all applicable law and that suchsystem was adequate and operating effectively.
The Company has adopted a Code of Conduct for Preventionof Insider Trading with a view to regulate trading in securitiesby the Directors and designated employees of the Company.The Code requires pre-clearance for dealing in the Company'sshares and prohibits the purchase or sale of Company sharesby the Directors and the designated employees while inpossession of unpublished price sensitive information inrelation to the Company and during the period when theTrading Window is closed. The Board is responsible for
implementation of the Code. The said Code is available onthe website of the Company at https://leharfootwear.com/.
A declaration to this effect signed by Mr. Sanjay KumarAgarwal, Chief Executive Officer of the Company stating thatthe members of Board of Directors and Senior ManagementPersonnel have affirmed compliance with the code of conductof Board of Directors and senior management is annexed as"Annexure b" to the Corporate Governance Report formingpart of this Report.
(i) The Company has complied with the applicableSecretarial Standards relating to 'Meetings of the Boardof Directors' and 'General Meetings' during the year.
(ii) During the financial year under review, the Companyhas neither invited nor accepted or renewed any fixeddeposit from public, shareholders or employees and noamount of principal or interest on deposits from publicis outstanding as at the Balance Sheet date in terms ofprovisions of section 73 to 76 of the Act read with theCompanies (Acceptance of Deposits) Rules, 2014.
(iii) There is no significant material orders passed by theRegulators/Courts which would impact the goingconcern status of the Company and its future operations.
(iv) The Company has not made any application nor anyproceeding is pending against the company under IBC,2016.
(v) Since the Company has not entered into any OneTime Settlement with Banks or Financial Institutions,furnishing details in this regard, is not applicable.
(vi) The Company has complied with the provisions relatingto the Maternity Benefit Act 1961.
(vii) The Company has complied with all the statutoryrequirements. The Company ensures compliance ofthe Companies Act, 2013; SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015 andvarious statutory authorities on quarterly basis in theBoard Meeting.
Statements in this report, describing the Company'sobjectives, expectations and/or anticipations may beforward looking within the meaning of applicable SecuritiesLaw and Regulations. Actual results may differ materiallyfrom those stated in the statement. Important factors thatcould influence the Company's operations include global anddomestic supply and demand conditions affecting sellingprices of finished goods, availability of inputs and their prices,changes in the Government policies, regulations, tax laws,economic developments within the country and outside andother factors such as litigation and industrial relations. TheCompany assumes no responsibility in respect of the forward¬looking statements, which may undergo changes in futureon the basis of subsequent developments, information orevents.
Your directors take this opportunity to thank the customers,shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and StateGovernments for their consistent support and encouragementto the Company.
Your directors appreciate and value the contribution madeby every member of the Lehar family.
By the Order of the Boardfor Lehar Footwears Limited
Chairman & Whole Time DirectorDIN: 00127215
Date: 10.08.2026Place: Jaipur