Directors Report of Lehar Footwears Ltd.

Mar 31, 2025

Your directors are pleased to present 31^st Annual Report of the Company on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS & PERFORMANCE

('' in Lakh)
Particulars	2024-25	2023-24
Revenue from Operations	27 ,721.28	19,426.04
Other Income	26.72	57.30
Total Income	27,748.00	19,483.34
Total Expenses	26,303.61	18,593.14
Net Profit before Exceptional Items and Tax	1,444.40	890.20
Exceptional Items	-	-
Profit Before Tax	1,444.40	890.20
Tax Expenses Current Tax	368.37	232.26
Deferred Tax	(10.88)	2.13
Profit After Tax	1,086.90	655.81
Total Comprehensive Income for the year	1,265.68	656.89
Earnings Per Equity Share	6.15	4.02

Your Company has prepared the Financial Statements for the financial year ended 31^st March, 2025, 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.

STATE OF COMPANIES AFFAIRS

During the financial year, the Company has achieved turnover of '' 27,721.28 Lakh as compared to '' 19,426.04 Lakh in the preceding financial year. Profit after Tax is '' 1,086.90 Lakh as compared to '' 655.81 Lakh in the preceding year.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the financial year, the Company expanded its business beyond footwear into manufacturing and trading of various goods such as bags, socks, uniforms, electrical items, tools, equipment, parts, accessories, and other kits. At its 30^thAnnual General Meeting held on 10^th September 2024, the Company amended its main objects clause by adding two new business objects, which were approved by shareholders via Special Resolution and subsequently registered with the Registrar of Companies, Jaipur.

Due to this amendment, CIN of the Company has been changed from "L19201RJ1994PLC008196" to "L15209RJ1994PLC008196" on 1709.2024.

Further, the Company has received an order from the National Small Industries Corporation Ltd for supply of toolkits of

'' 298.0 Crores (Two Hundred Ninety- Eight Crore only) (Excluding GST) to enhance capability and productivity of artisans and crafts people registered under PM Vishwakarma Scheme.

SHARE CAPITAL

The Authorised Share Capital as on 31^st March, 2025 was '' 20,00,00,000/- (Rupees Twenty Crore), 2,00,00,000 Equity Shares of 10/- and the Paid-Up Capital as on 31^st March, 2025 was '' 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 '' 0.30/-paid for the financial year ended 31^st March, 2024.

The Board at its meeting held on 19^th May, 2025 has recommended a final dividend of '' 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 31^st March 2025.

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.

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.

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.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") is not applicable to our company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Our Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides bench marking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the Internal Control Systems and suggests improvements to strengthen the same.

The Audit Committee of the Board of Directors and the Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken. 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.

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. Pramod Kumar Agrawal (DIN-00108167), Director retires by rotation and being eligible, offers himself for reappointment, in accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company. A Resolution seeking shareholders'' approval for his re-appointment along with other required details forms part of the Notice.

Independent Directors

The Company has received the necessary declarations from each of the Independent Directors of the Company under Section 149(7) of the Act and Regulation 25 of the Listing Regulations, confirming that they meet with the criteria of independence as laid down in Section 149(6) of the Act, along with Rules framed thereunder and Regulation 16(1) (b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

None of the Directors disqualifies for appointment/ reappointment under Section 164 of the Companies Act, 2013.

Changes in Board Composition & Key Managerial Personnel

Changes in the composition/position of executive directors:

The board of directors of the Company has restructured the board composition for smooth and efficient management of the Company''s operations. Through postal ballot, position of the directors has been re-designated effective from 07^thMarch, 2025.

â¢ Mr. Raj Kumar Agarwal (DIN: 00127215) re-designated as Chairman & Whole Time Director of the Company.

â¢ Mr. Pramod Kumar Agarwal (DIN: 00108167) redesignated as Whole Time Director of the Company.

â¢ Mr. Naresh Kumar Agarwal (DIN: 00106649) redesignated as Managing Director of the Company.

Changes in the composition of non-executive independent directors:

Tenure of Mrs. Preeti Goyal as non-executive independent woman director has been completed on 25^th March, 2025 and Ms. Rakshanda Jain has been appointed as a non-executive independent woman director in place of Mrs. Preeti Goyal effective from 24^th March, 2025 for the period five years through postal ballot.

During the financial year 2024-25, 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 of your Company during the financial year 2024-25 other than disclosed above.

PRESENT BOARD STRUCTURE OF THE COMPANY AT THE TIME OF SIGNING BOARD REPORT 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
Rakesh Kumar Soni	Chief Financial Officer (CFO)
Sanjay Kumar Agarwal	Chief Executive Officer (CEO)
Ritika Poddar	Company Secretary & Compliance officer

BOARD MEETINGS

The Board met Fourteen (14) 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

The Board of Directors has carried out an annual evaluation of its own performance board committees and individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc. The performance evaluation of the Executive Directors and Non-Executive Directors was carried out by the Independent Directors.

The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities, Board structure and composition, role and accountability, management oversight, risk management, culture and communication, frequency and effectiveness of meetings. The Board of Directors expressed their satisfaction with the evaluation process.

CREDIT RATINGS

During the financial year 2024-25, on the basis of recent development including operational and financial performance of the Company, Credit Rating Agency- CRISIL has reaffirmed rating as follows:

Facilities Ratings

Long Term Bank Facilities CRISIL BBB-/Stable

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://www.leharfootwear.com/ policies-codes. 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://www. leharfootwear.com/policies-codes 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 2024-25.

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 - Iâ to this report.

COMMITMENT TO QUALITY AND ENVIRONMENT

Your Company recognizes quality and productivity as a prerequisite 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 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)

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 IIâ 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://www.leharfootwear.com/policies-codes.

COMMITTEES OF THE BOARD

As on 31^st March, 2025, the Board had following committees:

â¢ Audit committee,

â¢ Nomination and Remuneration Committee,

â¢ Stakeholders Relationship Committee, and

â¢ Corporate Social Responsibility Committee.

All committees were mixture of executive and non-executive directors and Chairperson of every committee is a nonexecutive 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 31^st March, 2025. 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, the Company has appointed Mr. Gaurav Goyal, Practicing Company Secretary, to conduct Secretarial Audit of the Company. Further, during the financial year name of the firm has been changed from Gaurav Goyal to M/s Gaurav G & Associates. The Report of the

Secretarial Audit in Form MR-3 for the financial year ended 31^st March, 2025, is enclosed as "Annexure IIIâ 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 2024-25 pursuant to Regulation 24A (2) of the SEBI Listing Regulations. The Annual Secretarial Compliance Report for the financial year ended 31^st March 2025 has been submitted to the Stock Exchanges and the said report may be accessed on the Company''s website at www.leharfootwear.com.

Further, as per SEBI Circulation dated 12.12.2024 every listed company shall appoint Secretarial Auditor for the period of five financial years in the Annual General Meeting effective from the 01^st April, 2025.

The Board has recommended the appointment of M/s Gaurav G & Associates Practicing Company Secretary, Jaipur, as the secretarial auditors of the Company, in the board meeting held 19.05.2025 for a term of five consecutive years, from 202526 to 2029-30 for approval of shareholders of the Company based on the recommendation of the Audit Committee.

Internal Auditor

The Board has appointed M/s S S Choudhary and Co, Chartered accountants, to conduct the Internal Audit for the financial year 2024-25. The Internal Audit Report for the financial year ended 31^st March, 2025 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 31^st March, 2025, 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-IVâ. 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 31^st March, 2025, 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 31^stMarch, 2025.

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 2023-24 is available on the https://www.leharfootwear. com/annual-return and the Annual Return for Financial Year 2024-25 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 202526 have been duly paid by the Company.

Further, there were 1,76,78,799 equity shares of the Company as on 31^st March 2025. 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 31^st March, 2025, 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) in 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 as at 31^st March, 2025;

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://www.leharfootwear. com/policies-codes.

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 are 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 forwardlooking 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.

Mar 31, 2024

Your directors are pleased to present 30^th Annual Report of the Company on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31^st March, 2024.

FINANCIAL SUMMARY

('' in Lakh)

Particulars	2023-24	2022-23
Revenue from Operations	19,426.04	20,254.87
Other Income	82.77	76.00
Total Income	19,508.81	20,330.87
Total Expenses	18,618.61	19,678.43
Net Profit before Exceptional Items and Tax	890.20	652.44
Exceptional Items	-	-
Profit Before Tax	890.20	652.44
Tax Expenses Current Tax	232.26	164.28
Deferred Tax	2.13	(24.83)
Profit After Tax	655.81	512.99
Other comprehensive income (Net of Tax)	1.08	4.31
Total Comprehensive Income for the year	656.89	517.30
Earnings Per Equity Share	4.02 3.72

The audited standalone financial statements of the Company as on 31^st March, 2024, prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and provisions of the Companies Act, 2013, forms part of this Annual Report.

STATE OF COMPANIES AFFAIRS

During the year under review, the Company has turnover of '' 19,426.04 Lakh as compared to '' 20,254.87 Lakh in the preceding financial year. Profit after Tax is '' 655.81 Lakh as compared to '' 512.99 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

â¢ The Authorised Share Capital as on 31^st March, 2024 was '' 20,00,00,000/- (Rupees Twenty Crore), 2,00,00,000 Equity Shares of 10/- and the Paid-Up Capital as on 31^stMarch, 2024 was '' 17,67,87,990/- (Rupees Seventeen Crore Sixty-Seven Lakh Eighty-Seven Thousand Nine Hundred Ninety), 1,76,78,799 Equity Share of 10/-.

â¢ Preferential issue of equity shares and share warrants:

of the issue price per warrant (i.e., '' 13 per warrant) as upfront payment ("Warrant Subscription Price"), the Company on 11^th November, 2022 has allotted 40,00,000 (Forty Lakh) warrants, on preferential basis to the Promoter/Promoter Group of the Company and certain identified non-promoter persons/entity, at a price of '' 52 each payable in cash ("Warrant Issue Price"). Each warrant, so allotted, is convertible into one fully paid-up equity share of the Company having face value of '' 10 (Rupee Ten only) each in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, on payment of the balance consideration of '' 39 per warrant ("Warrant Exercise Price"), being 75% of the issue price per warrant from the Allottees pursuant to exercise of conversion option against each such warrant, within 18 months from the date of allotment of warrants.

â¢ Conversion of share warrants into equity shares of the Company

During the financial year 2022-23 the Company has allotted

19.86.000 fully paid-up equity shares against conversion of equal no. of warrants exercised by the warrant holder upon receipt of balance 75% of the issue price (i.e., '' 39 per warrant).

During the financial year 2023-24, the Company on 12^th June 2023, 19^th January, 2024 and 27^th March, 2024 upon receipt of balance 75% of the issue price (i.e., '' 39 per warrant) for

20.14.000 warrants, has allotted equal no. of fully paid-up

equity shares against conversion of said warrants exercised by the warrant holder.

Due to above allotments paid up capital of the Company increase from '' 15,66,47,990 (1,56,64,799 Equity Shares of 10/-) to '' 17,67,87,990/- (1,76,78,799 Equity Share of 10/-).

The details of utilisation of funds are given hereunder:

Particulars	Amount in Lakhs
Funds raised through allotment of 6,66,500 fully paid-up equity shares against conversion of equal number of warrants on 12^th June, 2023 (A)	259.94
Funds raised through allotment of 4,85,000 fully paid-up equity shares against conversion of equal number of warrants on 19^th January, 2024 (B)	189.15
Funds raised through allotment of 8,62,500 fully paid-up equity shares against conversion of equal number of warrants on 27^th March, 2024 (C)	336.38
Total Funds raised till 31^st March 2024 (A B C)	785.46
Funds utilised during the year ended 31^stMarch 2024	785.46

There is no deviation or variation in the use of proceeds from the preferential issue of warrants, from the objects as stated in the Explanatory Statement to the Notice of the EGM dated 12^th October, 2022.

DIVIDEND

Interim dividend of ''0.20/- per equity share was paid during the financial year 2023-24 and Final dividend of '' 0.25/-paid for the financial year ended 31^st March, 2023.

The Board at its meeting held on 30^th May, 2024 has recommended a final dividend of '' 0.30/- per fully paid-up equity share i.e., 3.00% 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 31^st March 2024 and Book closure date has been indicated in the Notice convening 30^th AGM.

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.

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

INVESTOR EDUCATION AND PROTECTION FUND

RISK MANAGEMENT

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 minimisation 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.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") is not applicable to our company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Our Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating

procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides bench marking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the Internal Control Systems and suggests improvements to strengthen the same.

To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

INTERNAL FINANCIAL CONTROL

The Company has adequate system of internal control/ Internal Finance Control to safeguard and protect from loss, unauthorised use or disposition of its assets. All the transactions are properly authorised, 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 reappointment, in accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company. A Resolution seeking shareholders'' approval for his re-appointment along with other required details forms part of the Notice.

Independent Directors

None of the Directors disqualifies for appointment/ reappointment under Section 164 of the Companies Act, 2013.

Changes in Board Composition & Key Managerial Personnel

â¢ Mr. Raj Kumar Agarwal (DIN: 00127215) designated as Chairman of the Company in continuation of their existing post i.e., Managing Director w.e.f. 01.09.2023.

â¢ Mr. Dileep Kumar Jain (DIN: 00380311) appointed as a non-executive independent director of the Company w.e.f. 27.09.2023.

â¢ Mr. Saral Sudhir Saraf (DIN: 08216764) resigned from the directorship of the Company w.e.f. 30.09.2023 due to preoccupation in other work.

During the financial year 2023-24, 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 of your Company during the financial year 2023-24 other than disclosed above.

PRESENT BOARD STRUCTURE OF THE COMPANY AT THE TIME OF SIGNING BOARD REPORT

Raj Kumar Agarwal	Chairman & Managing Director
Pramod Kumar Agarwal	Executive Director
Naresh Kumar Agarwal	Whole Time Director
Sandeep Kumar Jain	Non-Executive Independent Director
Preeti Goyal	Non-Executive Independent Director
Dileep Kumar Jain	Non-Executive Independent Director
Rakesh Kumar Soni	Chief Financial Officer (CFO)
Sanjay Kumar Agarwal	Chief Executive Officer (CEO)
Ritika Poddar	Company Secretary & Compliance officer

BOARD MEETINGS

The Board met Nineteen 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

The, Board of Directors has carried out an annual evaluation of its own performance board committees and individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc. The performance evaluation of the Executive Directors and NonExecutive Directors was carried out by the Independent Directors.

The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities,

Board structure and composition, role and accountability, management oversight, risk management, culture and communication, frequency and effectiveness of meetings. The Board of Directors expressed their satisfaction with the evaluation process.

CREDIT RATINGS

During the financial year 2023-24, on the basis of recent development including operational and financial performance of the Company, Credit Rating Agency- CRISIL has assigned stable rating as follows:

Facilities	Ratings
Long Term Bank Facilities	CRISIL BBB-/Stable

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

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://www. leharfootwear.com/policies-codes of the Company.

HUMAN RESOURCE MANAGEMENT, HEALTH AND SAFETY

During the 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

No complaints pertaining to sexual harassment were received and/ or disposed of during FY 2023-24.

PARTICULARS OF EMPLOYEES

COMMITMENT TO QUALITY AND ENVIRONMENT

Your Company recognises quality and productivity as a prerequisite for its operations and has implemented ISO 9001, ISO 45001 and ISO 14001. The Company has also received license under IS 10702:2023 from the Bureau of Indian Standards (BIS) to its Kaladera Plant (Jaipur) for its products:

(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)

Further, the Company has also received BIS License under IS 6721:2023 for its products i.e, Sandal and Slippers on 30^th April, 2024.

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 - IIâ of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

COMMITTEES OF THE BOARD

As on 31^st March, 2024, the Board had following committees:

â¢ Audit committee,

â¢ Nomination and Remuneration Committee,

â¢ Stakeholders Relationship Committee, and

â¢ Corporate Social Responsibility Committee.

All committees were mixture of executive and nonexecutive directors and Chairperson of every committee is a non-executive independent director except Corporate Social Responsibility Committee. During the 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

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 31^st March, 2024. 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, the Company has appointed Mr. Gaurav Goyal, Practicing Company Secretary, to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended 31^st March, 2024, is enclosed as "Annexure IIIâ 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 2023-24 pursuant to Regulation 24A (2) of the SEBI Listing Regulations. The Annual Secretarial Compliance Report for the financial year ended 31^st March 2024 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 Garg Vipin & Company, Chartered accountants, to conduct the Internal Audit for the financial year 2023-24. The Internal Audit Report for

the financial year ended 31^st March, 2024 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.

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.

Company is engaged in manufacture of products under category of product code 64 i.e., Footwear which is not falling under table of regulated sectors or non-regulated sectors as per the notification issued by the Ministry of Corporate Affairs dated 14.07.2016, therefore it is exempt from maintaining any cost records and exempt from requirement of audit of cost records.

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. During the financial year 2023-24, the Company has made investment in the Lehar Foundation. Lehar Foundation is a nonprofit organisation incorporated under section-8 company of the Companies Act, 2013 for CSR activities. 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 31^st March, 2024 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.

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 31^st March, 2024, 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 year under review, 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 and the Board of Directors, 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 31^st March, 2024.

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 2022-23 is available on the https://www.leharfootwear. com/annual-return and the Annual Return for Financial Year 2023-24 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 202425 have been duly paid by the Company.

Further, there were 1,76,78,799 equity shares of the Company as on 31^st March 2024. However, out of 1,76,78,799 equity shares of the Company, 1,68,16,299 equity shares were listed with BSE Limited (BSE). The difference in the issued and listed capital is because of 8,62,500 number of equity shares which were allotted on 27^th March, 2024 and subsequently listed on 09^th May 2024.

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 dematerialisation of shares with either of the Depositories as aforesaid. As on 31^st March, 2024 100.00% of the share capital stands dematerialised.

CORPORATE GOVERNANCE

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

BUSINESS RESPONSIBILITY REPORT

As the Company is not among top 500 or 1000 Companies by turnover 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;

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

All Directors on the Board and the designated employees have confirmed compliance with the Code.

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.

iii. There are 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 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 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 & Managing Director DIN: 00127215

Place: Jaipur Date: 09.08.2024

Mar 31, 2023

The directors are pleased to present 29^th Annual Report of the Company on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31^st March, 2023.

FINANCIAL SUMMARY

(Rs. in Lakh)
Particulars	2022-23	2021-22
Revenue from Operations	20,216.41	13,747.14
Other Income	114.46	134.89
Total Income	20,330.87	13,882.03
Total Expenses	19,678.43	13,516.10
Net Profit before Exceptional Items and Tax	652.44	365.93
Exceptional Items	-	-
Profit Before Tax	652.44	365.93
Tax Expenses	139.45	115.38
Profit After Tax	512.99	250.55
Other comprehensive income (Net of Tax)	4.31	918.18
Total Comprehensive Income for the year	517.30	1,168.72
Earnings Per Equity Share (in '')	3.72	1.83

The audited standalone financial statements of the Company as on March 31, 2023, prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and provisions of the Companies Act, 2013, forms part of this Annual Report.

RESULT OF OPERATIONS AND STATE OF COMPANIES AFFAIRS

The key highlights of the Company''s financial performance during the FY2023 are given below:

â¢ Revenue from operations is '' 20,216.41 Lakh as compared to '' 13,747.14 Lakh during the previous year.

â¢ Profit After Tax for the period of '' 512.99 Lakh as compared to the profit of '' 250.55 Lakh in the previous 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

There were changes in the Company''s share capital during the year mentioned as below:

AUTHORISED SHARE CAPITAL

The Company has increased its Authorised Share Capital from '' 15,00,00,000/- (Rupees Fifteen Crore) comprising

of 1,50,00,000 (One Crore Fifty Lakh Equity Shares) to '' 20,00,00,000/- (Rupees Twenty Crore) comprising of

2.00. 00.000 (Two Crore) Equity Shares of '' 10/- (Rupees Ten) in the Annual General Meeting held on 29^th September, 2022.

At end of the FY2023, Authorised Share Capital of the Company is '' 20,00,00,000/- (Rupees Twenty Crore),

2.00. 00.000 (Two Crore) Equity Shares of 10/- (Rupees Ten).

PAID UP CAPITAL

During the Financial Year, the Company has allotted 19,86,000 equity shares of '' 10 each on 23^rd February 2023, 10^th March, 2023 and 29^th March, 2023 towards conversion of warrants issued on preferential basis.

As a result of the above allotment the paid-up capital of the Company as at the end of the FY2023 increased from '' 13,67,87,990/- (1,36,78,799 equity shares of face value of '' 10/- each fully paid up) to '' 15,66,47,990/- (1,56,64,799 equity shares of face value of '' 10/- each fully paid up).

PREFERENTIAL ISSUE

Pursuant to the approval of the Board at its meeting held on 16^th September, 2022 and approval of the members of the Company at their Extra-Ordinary General Meeting (''EGM'') held on 12^th October, 2022, upon receipt of 25% of the issue price per warrant (i.e., '' 13 per warrant) as upfront payment ("Warrant Subscription Price"), the Company, on 11^thNovember, 2022 has allotted 40,00,000 (Forty Lakh) warrants,

on preferential basis to the Promoter/Promoter Group of the Company and certain identified non-promoter persons/ entity, at a price of '' 52 each payable in cash ("Warrant Issue Price"). Each warrant, so allotted, is convertible into one fully paid-up equity share of the Company having face value of '' 10 (Rupees Ten only) each in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, on payment of the balance consideration of '' 39 per warrant ("Warrant Exercise Price"), being 75% of the issue price per warrant from the Allottees pursuant to exercise of conversion option against each such warrant, within 18 months from the date of allotment of warrants.

Subsequently the Company on 23^rd February 2023, 10^thMarch, 2023 and 29^th March, 2023 upon receipt of balance 75% of the issue price (i.e., '' 39 per warrant) for 19,86,000 warrants, has allotted equal no. of fully paid-up equity shares against conversion of said warrants exercised by the warrant holder.

At the end of the FY2023, For the remaining 20,14,000 warrants, the respective allottees have not yet exercised their option for conversion of the warrants into equity shares and accordingly, balance 75% money towards such remaining warrants is yet to be received.

The details of utilization of funds are given hereunder:

Particulars	Amount in Lakhs
Funds raised through allotment of 40,00,000 warrants on 11^th November, 2022 (A)	520.00
Funds raised through allotment of 5,30,000 fully paid-up equity shares against conversion of equal number of warrants on 23^rd February, 2023 (B)	206.70
Funds raised through allotment of 7,45,000 fully paid-up equity shares against conversion of equal number of warrants on 10^th March, 2023 (C)	290.55
Funds raised through allotment of 7,11,000 fully paid-up equity shares against conversion of equal number of warrants on 29^th March, 2023 (D)	277.29
Total Funds raised till 31^st March 2023 (A B C D)	1294.54
Funds utilized during the year ended 31^stMarch 2023	1294.54

DIVIDEND

The Board at its meeting held on May 23, 2023 has recommended a final dividend of '' 0.25/- per fully paid-up

equity share i.e., 2.50% 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 31^st March 2023 and Book closure date has been indicated in the Notice convening 29^th AGM.

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

The Company on 12^th June, 2023 upon receipt of balance 75% of the issue price (i.e., '' 39 per warrant) for 6,66,500 warrants, has allotted equal no. of fully paid-up equity shares against conversion of said warrants exercised by the warrant holder.

As a result of the above allotment the paid-up capital of the Company as at the time of signing the Board Report increased from '' 15,66,47,990/- (1,56,64,799 equity shares of face value of '' 10/- each fully paid up) to '' 16,33,12,990/-(1,63,31,299 equity shares of face value of '' 10/- each fully paid up).

Apart from the above, 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

There is no such amount lying with the company and remained unclaimed which is required to be transferred to the Investor Education and Protection Fund of the Central Government.

RISK MANAGEMENT

Risk management is integral to your Company''s strategy and to the achievement of long-term goals. Our success

as an organization depends on our ability to identify and exploit the opportunities generated by our business and the markets, we operate in. In doing this we take an embedded approach to risk management which puts risk and opportunity assessment at the core of the Board''s agenda.

The Board of Directors is overall responsible for identifying, evaluating and managing all significant risks faced by the Company. The Risk Management Policy approved by the Board acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the Organization. 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 Company''s Business Risk Management Framework helps in identifying risks and opportunities that may have a bearing on the organization''s objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

At present the company has not identified any element of risk which may threaten the existence of the company.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") is not applicable to our company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the Internal Control Systems and suggests improvements to strengthen the same. The Company has a robust Management Information System which is an integral part of the control mechanism.

To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Retire by rotation

Re-appointment

Following directors also seek re-appointment at the ensuing AGM and their re-appointments are recommended by the Board:

â¢ Mr. Naresh Kumar Agarwal as the Whole Time Director

Independent Directors

None of the Directors disqualifies for appointment/ reappointment under Section 164 of the Companies Act, 2013.

Changes in Board Composition & Key Managerial Personnel

â¢ During the period Ms. Madhuri Sain has appointed as Company Secretary of the Company w.e.f. 01.04.2022 and also resigned from the post of the Company Secretary of the Company w.e.f. 30.06.2022 and in the place of her, Ms. Ritika Poddar has appointed as Company Secretary of the Company w.e.f. 01.07.2022.

â¢ Demised of Mr. Ramesh Chand Agrawal (DIN: 00108287) Chairman of the Company on 15.09.2022.

â¢ Mr. Pramod Kumar Agarwal (DIN: 00108167) appointed as an executive director of the Company and Mr. Sandeep Kumar Jain (DIN: 01116047), Mr. Saral Sudhir Saraf (DIN: 08216764) appointed as a non-executive independent director of the Company w.e.f. 29.09.2022.

â¢ Mr. Radhey Shyam Gemini (DIN: 00108706) and Mr. Sunil Agarwal (DIN: 02587959) resigned from the directorship of the Company w.e.f. 30.09.2022.

BOARD MEETINGS

The Board met Twenty Three 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

During the financial year 2022-23, 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 of your Company during the financial year 2022-23 other than disclosed above.

PRESENT BOARD STRUCTURE OF THE COMPANY AT THE TIME OF SIGNING BOARD REPORT

Raj Kumar Agarwal	Managing Director
Pramod Kumar Agarwal	Executive Director
Naresh Kumar Agarwal	Whole Time Director
Saral Sudhir Saraf	Non-Executive Independent Director
Preeti Goyal	Non-Executive Independent Director
Sandeep Kumar Jain	Non-Executive Independent Director
Rakesh Kumar Soni	Chief Financial Officer (CFO)
Sanjay Kumar Agarwal	Chief Executive Officer (CEO)
Ritika Poddar	Company Secretary & Compliance officer

The Board of Directors expressed their satisfaction with the evaluation process.

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 has been disclosed in the Corporate Governance Report and the Policy is available on the Company''s website at www. 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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

HUMAN RESOURCE MANAGEMENT, HEALTH AND SAFETY

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

No complaints pertaining to sexual harassment were received and/ or disposed of during FY 2022-23.

PARTICULARS OF EMPLOYEES

COMMITMENT TO QUALITY AND ENVIRONMENT

Your Company recognizes quality and productivity as a prerequisite for its operations and has implemented ISO 9001, ISO 45001 and ISO 14001. Continuous efforts to preserve the environment are pursued.

CORPORATE SOCIAL RESPONSIBILITIES (CSR)

As per Provisions of Section 135 of the Company Act 2013, and rules made there under, the CSR is not applicable on your company for the FY2023.

COMMITTEES OF THE BOARD

As on March 31, 2023, the Board had following committees:

â¢ Audit committee,

â¢ Nomination and Remuneration Committee, and

â¢ Stakeholders Relationship Committee.

All committees were mixture of executive and non-executive directors and Chairperson of every committee was a non-executive independent director. During the 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

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 March 31, 2023. 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

During the Financial Year M/s Naredi Vinod & Associates, Practicing Company Secretaries resigned from the post of Secretarial Auditor and in his place Mr. Gaurav Goyal, Practicing Company Secretary appointed as a Secretarial Auditor for the period of FY2023.

Pursuant to Section 204(1) of the Act, the Secretarial Audit Report for the financial year ended March 31, 2023 issued by Mr. Gaurav Goyal is attached as Annexure-II to this Board''s Report. The Secretarial Audit Report does not contain any qualification or reservation or adverse remark or disclaimer.

The Company has undertaken an Annual Secretarial Compliance Audit for the financial year 2022-23 pursuant to Regulation 24A (2) of the SEBI Listing Regulations. The Annual Secretarial Compliance Report for the financial year ended 31^st March 2023 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 Garg Vipin & Company, Chartered accountants, to conduct the Internal Audit for the financial year 2022-23. The Internal Audit Report for the financial year ended March 31, 2023 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.

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.

REPORTING OF FRAUDS BY AUDITORS

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

DEPOSITS

During the financial year under review, your 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.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company as on March 31, 2023.

RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2023, 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 year under review, 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 and the Board of Directors, 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 March 31, 2023.

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-III 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 FY2022 is available on the www.leharfootwear.com and the Annual Return for FY2023 will be made available on the website of the Company once it is filed with the MCA.

LISTING

The Company''s 1,56,64,799 equity share of '' 10 each as on 31^st March, 2023 are listed with the BSE Limited. The Company has paid the annual listing fees to stock exchange.

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 March 31, 2023 99.99% of the share capital stands dematerialized.

The Company''s equity shares are compulsorily required to be traded in dematerialised form; therefore, Members are advised to speed up converting the physical shareholding into dematerialised form through their DP(s).

CORPORATE GOVERNANCE

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

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;

d) t he 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.

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.

PREVENTION OF INSIDER TRADING

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 www.leharfootwear.com.

All Directors on the Board and the designated employees have confirmed compliance with the Code.

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT

There are no significant and material order passed by the Regulators/ court that would impact the going concern status of the company and its future operations.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC, 2016) DURING THE YEAR ALONG WITH STATUS AT THE END OF THE FINANCIAL YEAR

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

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF

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

STATUTORY COMPLIANCE

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.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standard 1(SS-1) relating to the meetings of the Board of Directors and Secretarial Standard 2 (SS-2) relating to the General meetings issued by the Institute of Company Secretarial of India and approved by the Central Government.

CAUTIONARY STATEMENT

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.

GREEN INITIATIVES & ACKNOWLEDGEMENT

As a responsible corporate citizen, the Company supports the ''Green Initiative'' undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Members at their e-mail address registered with the Depository Participants ("DPs") and RTAs. To support the ''Green Initiative'', Members who have not registered their email addresses are requested to register the same with the Company''s Registrar and Share Transfer Agent ("RTAs")/ Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically. Pursuant to the MCA Circular No. 10/2022 dated 28^th December 2022 and SEBI Circular dated 05^thJanuary 2023, the Annual Report of the Company for the

financial year ended 31^st March 2023 including therein the Audited Financial Statements for the financial year 2022-23, are being sent only by email to the Members.

Your directors wish to place on record their sincere appreciation for the continued support and cooperation extended to the Company by its bankers, customers, vendors, suppliers, dealers, investors, business associates, all the stakeholders, shareholders, debenture holders and various departments of the State and the Central Government.

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

Mar 31, 2018

Dear Members,

The Board of Directors of your Company take pleasure in presenting its report on the working of the Company for Financial Year 2017-18.

FINANCIAL SUMMARY (Rupee in Lacs)

Particulars	2017-2018 (Audited)	2016-2017 (Audited)
Sales	7454.89	7325.62*
Profit before Depreciation &Tax	523.09	404.12
Profit before Tax	235.28	210.81
Provision for Tax (Current & Deferred Tax)	38.49	80.02

Net Profit	196.78	130.79
Appropriation	-	10.52
Dividend	NIL	NIL
Balance b/f from the previous year	1385.57	1265.30
Transferred to General Reserve	NIL	NIL
Transferred to Reserve & Surplus	1582.35	1385.57

INDIAN ACCOUNTING STANDARD

The Ministry of Corporate Affairs (MCA) on February 16, 2015, notified that Indian Accounting Standards (Ind AS) are applicable to certain classes of companies from April 1, 2016 with a transition date of April 1, 2015. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 (âthe Actâ) read with Rule 7 of the Companies (Accounts) Rules, 2014. Ind AS is applicable to your Company from April 01, 2017.

RESULT OF OPERATIONS AND STATE OF COMPANIES AFFAIR

During the year under review your Companyâs income from operations is Rs. 7454.89 Lacs as compared to 7325.62 lacs during the previous year. The Company has incurred a Profit for the period of Rs. 196.78 Lacs as compared to the profit of Rs. 130.79 Lacs in the previous year.

SHARE CAPITAL

There was no change in the Companyâs share capital during the year under review

The Companyâs Authorised Share Capital is Rs. 15,00,00,000/- (Rupees Fifteen Crore only) comprising of 1,50,00,000 (One Crore Fifty Lacs) Equity Shares of 10/- (Rupees Ten only) each and paid up equity share capital is Rs. 13,67,87,990/- (Rupees Thirteen Crore Sixty Seven Lacs Eighty seven Thousand Nine Hundred Ninety only) comprising of 1,36,78,799 (One Crore Thirty Six Lacs Seventy Eight Thousand Seven Hundred Ninety Nine) Equity Shares of 10/- each.

DIVIDEND

To conserve the resources of the company for its future growth your directors do not recommend any dividend to the shareholders.

RESERVE

During the financial year the company has not transferred any amount to reserve during the year under review.

MATERIAL CHANGES EFFECTING FINANCIAL POSITIONS OF THE COMPANY

The Company has accepted to supply school shoes as against the letter of intent received for the government tender floated by the Directorate of Basic Education, Government of U.P. vide e-Bid reference number DIR_BASIC_EDU_SH0ES_S0CKS_2018 to supply 15.40 Lac pairs of school shoes for the students of Parishadiya Schools in Uttar Pradesh.

INVESTOR EDUCATION AND PROTECTION FUND

There is no such amount lying with the company and remained unclaimed which is required to be transferred to the Investor Education and Protection Fund of the Central Government

RISK MANAGEMENT

The Board of Directors is overall responsible for identifying, evaluating and managing all significant risks faced by the Company. The Risk Management Policy approved by the Board acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the Organization. The Board monitors and reviews the implementation of various aspects of the Risk Management policy through a duly constituted Risk Management Committee (RMC). The RMC assists the Board in its oversight of the Companyâs 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 Companyâs Business Risk Management Framework helps in identifying risks and opportunities that may have a bearing on the organizationâs objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

At present the company has not identified any element of risk which may threaten the existence of the company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companyâs internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides bench marking controls with best practices in the industry.

To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

DIRECTORâS & KMP

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Raj Kumar Agarwal, Managing Director, Mr. Sanjay Kumar Agarwal, Chief Executive Officer, Mr. Rakesh Kumar Soni, Chief Financial Officer and Ms. Geetika Bisht, Company Secretary of the Company are the KMPs of the Company.

During the year under review, resignation of Mr. Rakesh Kumar Soni, Chief Financial Officer has been received by the Company on October 24, 2017. In place of Mr. Rakesh Kumar Soni, Company has made an appointment of Mr. Prateek Jain as Chief Financial Officer of the Company on January 01, 2018.

However, Mr. Prateek Jain resigned from his position due to some personal reasons and Mr. Rakesh Kumar Soni joined the Company in his place on May 02, 2018.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declaration from all the Independent Directors of the Company under Section 149(7) of the Act, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Further, Mr. Sidharth Singh, Independent Director resigned from his position w.e.f 10.04.2018.

The details of familiarization programme for Independent Directors are available on Companyâs website.

BOARD MEETINGS

The Board met 15 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

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc. The performance evaluation of the Executive Directors and Non Executive Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The criteria for Directorsâ appointment has been set up by the Nomination, Remuneration and Compensation 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 (âthe Actâ). More details on the same are given in the Corporate Governance Report.

COMPOSITION OF COMMITTEE

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholdersâ Grievance Committee

4. Risk Management Committee

The details of the Committees along with their composition, number of meetings, terms of reference and attendance of members at the meetings are provided in the Corporate Governance Report which forms part of this Annual Report. Further, during the year under review, the board has accepted all the recommendations of the Audit Committee.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. Details of the same are given in the Corporate Governance Report. The same has also been displayed on the website of the Company.

HUMAN RESOURCE MANAGEMENT, HEALTH AND SAFETY

During the 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 equipments 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

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 (1) (i) of the Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial Year, will be made available for inspection at its registered office of the Company during the working hours for a period of twenty one days before the date of Annual General Meeting of the company pursuant to Section 136 of the Companies Act, 2013 and members, if any interested in obtaining the details thereof, shall make specific request to the Company Secretary and Compliance officer of the Company in this regard.

COMMITMENT TO QUALITY AND ENVIRONMENT

Your Company recognizes quality and productivity as a pre-requisite for its operations and has implemented ISO 9001 and ISO 14001. Continuous efforts to preserve the environment are pursued.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As per Provisions of Section 135 of the Company Act 2013, and rules made there under, the CSR is not applicable on your company for the Financial Year 2017-2018.

STATUTORY AUDITOR

Under Section 139 of the Companies Act, 2013 and the rules made thereunder, it is mandatory to rotate the Statutory Auditors on completion of the maximum term permitted under the said section. In line with the requirements of the Companies Act, 2013, M/s Ravi Sharma & Co., Chartered Accountants (Firm Registration No. 015143C) was appointed as the statutory auditors of the Company to hold office for a period of 5 consecutive years from the conclusion of the 23rd Annual General Meeting of the company held on 28th September, 2017, till the conclusion of the 28th Annual General Meeting of the Company, subject to ratification by shareholders at the Annual General Meeting or as maybe necessitated by the act from time to time.

The Companies Amendment Act, 2017 has omitted the requirement of ratification of the appointment of statutory auditors at every Annual General Meeting; the relevant amendment made effective on May 07, 2018. Hence the ratification of appointment of Statutory Auditors at the ensuing AGM is not required.

EXPLANATION REGARDING THE QUALIFICATION

The auditor has given a qualified Audit Report against the amount standing in the other Assets and the Managementâs explanation for the same is given in notes on Financial Statements as under:

No provision has been made against claim receivable of Rs 111.76 lacs in respect of loss by fire at the factory premises in the year 2007-08. The amount is pending due to shortfall in claim received from insurance company in respect of above loss by fire.

During the current year the company has realized Rs. 75.00 lacs from one of the Insurance Company. The company is expecting remaining amount to be realized during the next Financial Year. The matter with insurance company is under arbitration.

LOANS AND INVESTMENTS BY THE COMPANY

Details of loans and investments by the Company to other body corporate or persons are given in notes to the financial statements.

DEPOSITS :

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARY COMPANIES :

The Company does not have any subsidiary as on 31.03.2018

RELATED PARTY TRANSACTIONS:

The Company has adequate procedures for purpose of identification and monitoring of related party transactions. All transactions entered into with related parties during the financial year were on armâs length basis. All related party transactions, if any are periodically placed before the Audit Committee and the Board for review and approval, as appropriate. For details on related party transactions, members may refer to the notes to the standalone financial statement.

The Companyâs policy for related party transactions regulates the transactions between the Company and its related parties. The said policy is available on the Companyâs website viz. www.leharfootwear.com. There were no materially significant related party transactions made by the Company with Promoters, Directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Details of such transactions are given in the Annexure-1 to this report.

CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure-2 to this report

EXTRACT OF ANNUAL RETURN

The Details forming part of extract of Annual Return in Form MGT-9, as required under section 92 of the Companies Act, 2013, is included in this report as Annexure-3 and forms an integral part of this report.

SECRETARIAL AUDITOR:

The Board has appointed M/s. Naredi Vinod & Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018 is attached as Annexure-4 to this Boardâs Report. The Secretarial Audit Report does not contain any qualification or reservation or adverse remark or disclaimer.

LISTING

The equity shares of your Company are listed with the Bombay Stock Exchange.

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 March 31, 2018, 99.99% of the share capital stands dematerialized.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Company is committed to adhere to best corporate governance practices. The separate sections on Management Discussion and Analysis, Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, forms part of the this Annual Report.

CAUTIONARY STATEMENT

Statements in this report, describing the Companyâs 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 Companyâs 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.

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

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 have been devised to ensure compliance with the provision of all applicable law and that such system were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL

The report on Internal Financial Control forms part of Independent Audit report.

CODE OF CONDUCT :

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in âZero Toleranceâ against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Companyâs website www.leharfootwear.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

Declaration by Chief Executive officer regarding compliance by board members and senior management personnel with the companyâs code of conduct is given in Annexure-5

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 Companyâs 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.

All Directors on the Board and the designated employees have confirmed compliance with the Code.

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT3

There are no significant and material order passed by the Regulators/ court that would impact the going concern status of the company and its future operations.

PAYMENT OF LISTING FEE

Your company has paid the Annual listing fee of BSE for the Financial Year 2018-19 APPRECIATION

Your Directors wish to place on record their sincere appreciation to employees at all levels for their hard work, dedication and commitment towards Companyâs operations and performance. Your Directors also wish to place on record their gratitude for the valuable assistance and cooperation extended to the Company by the Central Government, State Governments, banks, institutions, investors and customers.

By the order of the Board

For Lawreshwar Polymers Limited

Dated: 28.05.2018

Pace: Jaipur SD/-

(Ramesh Chand Agarwal)

Chairman

DIN:00108287

Mar 31, 2016

To,

All the Shareholders,

The Directors have pleasure in presenting the Twenty Second Annual Report of the company together with the Audited financial statement for the financial year ended on 31^st March 2016.

CORPORATE OVERVIEW

Lawreshwar Polymers Limited (âYour Companyâ) is growing Indian Company which is indulging in the Footwear Manufacturing. Your company having its registered office at Jaipur.

FINANCIAL SUMMARY

Particulars	2015-2016 (Audited)	2014-2015 (Audited)
Sales	10009.09	8365.79
Profit before Depreciation &Tax	677.30	469.93
Profit before Tax	471.25	321.55
Provision for Tax (Current & Deferred Tax)	165.89	107.07
Net Profit	305.36	214.48
Appropriation
Dividend	NILL	NILL
Balance b/f from the previous year	1085.16	870.68
Transferred to General Reserve	2.78	2.78
Transferred to Reserve & Surplus	1390.52	1085.16

STATE OF COMPANIES AFFAIRS

For the year ended as on March 31, 2016 the company has recorded a strong revenue and margin performance. Your Company made net profit Rs. 305.36 Lacks and last year net profit was Rs. 214.48Lacs which is clearly showing increased net profit by approximately 42%. This Year turnover of our company is Rs.10009.09 Lacs and last year turnover was 8365.79 the same is also showing increased turnover by approximately 19%

SHARE CAPITAL& UNCLAIMED SHARES

During the year under review, your Company''s Authorized Share Capital has remain unchanged at 15,00,00,000 (Rupees Fifteen Crore) comprising 1,50,00,000 Equity Shares of 10/- each. During the year under review, your Company''s paid up equity share capital has also remained unchanged at 13,67,87,990 (Rupees Thirteen Crore Sixty Seven Lacs Eighty seven Thousand Nine Hundred Ninety only) comprising 13,67,87,99 Equity Shares of 10/- each.

Details of Unclaimed shares

Sr. No.	Application no.	Inv Name	Shares	Lot no	Book No	Sr. No
1	548607	Radha Chivukula	400	114	1024	25

FINANCE:

Cash and cash equivalents as at March 31, 2016 was Rs. 145.96 Lakh. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

DIVIDEND& RESERVE

To conserve the resources of the Company for its future growth, the Board of Directors of the Company are not recommending any dividend for the financial year 2015-2016.

During the year under review Rs. 278373/- was transferred from Revaluation Reserve to General Reserve and Rs. 1 also transferred to General Reserve

INVESTOR EDUCATION AND PROTECTION FUND

There is no such amount lying with the company and remained unclaimed will be transferred to the Investor Education and Protection Fund of the Central Government

RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 &Regulation 17& 21 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the company has constituted a Risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

MATERIAL CHANGES EFFECTING FINANCIAL POSITIONS OF THE COMPANY

A Major Fire Occurred on 15.05.2016 at UNIT 4. SD-41, Kaladera Industrial Area, Tehsil Chomu, District Jaipur, Rajasthan.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY.

The Company has an internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

DIRECTOR''S & KMP

Re-Appointment of Mr. Raj Kumar Agarwalas Managing director of the Company will be made for a period of five years with effect from 1^st December, 2016 in the ensuing AGM. The tenure of present appointment of Shri Raj Kumar Agarwal as Managing Director will expire on 30^th November, 2016.

As per Article 107 and 108 of Article of Association of the Company Shri Naresh Agarwal, Directors of the Company are liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

DECLARATION BY INDEPENDENT DIRECTOR

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfil all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

BOARD MEETINGS

The board of the company has met as many as Nineteen times and the details of the same are given in Corporate Governance Report Annexure âGâ.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

The company follows a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. More details on the same are given in the Corporate Governance Report.

COMPOSITION OF COMMITTEE

This is forming part of Report on corporate governance as given in Annexure âGâ

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any.

The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

HUMAN RESOURCE MANAGEMENT, HEALTH AND SAFETY

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

The company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at workplace and matters connected there with or incidental there to covering all the aspects as contained under âThe Sexual Harassment of women at workplace (Prohibition, Prevention and Redressal) Act, 2013â.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial Year, will be made available for inspection at its registered office of the Company during the working hours for a period of twenty one days before the date of annual general meeting of the company pursuant to Section 136 of the Companies Act, 2013 and members, if any interested in obtaining the details thereof, shall make specific request to the Company Secretary and Compliance officer of the Company in this regard.

COMMITMENT TO QUALITY AND ENVIRONMENT

Lawreshwar Polymers Limited recognizes quality and productivity as a pre-requisite for its operations and has implemented ISO 9001 and ISO 14001.Continuous efforts to preserve the environment are pursued.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As per Provisions of Section 135 of the Company Act 2013, and rules made there under, the CSR is not applicable on your company for the Financial Year 2015-2016.

STATUTORY AUDITOR

M/s A. Bafna & Company, Chartered Accountants, Jaipur holds office until the conclusion of the ensuing Annual General Meeting and being eligible and offer themselves for re-appointment. The Company has received a letter from the Auditors to the effect that their appointment, if made would be within the provision of Companies Act 2013. M/s A. Bafna & Company, Chartered Accountants have also, under section139 (1) of the Companies Act, 2013, furnished a certificate of their eligibility for re appointment.

The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Naredi Vinod & Associates, a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. The Secretarial Audit report is annexed herewith as âAnnexure Eâ

COST AUDITORS.

Pursuant to provisions of section 148 of the Companies Act, 2013. The Board of Directors has received recommendation from Audit Committee, to appoint M/s Rajesh & Company, Cost Accountants, as the Cost Auditors of the company for the Financial year 2016-2017 and approved the appointment of M/s Rajesh & Company, Cost Accountants, as the Cost Auditors of the company for the Financial Year 2016-2017 at a remuneration of Rs. 45000/- inclusive of all the expenses. The proposed remuneration of the Cost Auditors would be ratified by the members in the ensuing AGM.

EXPLANATION REGARDING THE QUALIFICATION

The auditor has given a qualified Audit Report against the amount standing in the Other Assets and the Management''s explanation for the same is given under Note 15.of notes on Financial Statements as under:

There had occurred a fire on 24.02.2008 at the registered office & factory premises of the company. The Insurance Company has passed the claim of the company and there is a shortfall of Rs. 1.86.74.521 against the said claim. No provision is made for the same, as the company has not accepted the assessment of loss from insurances companies and has invoked the arbitration clause of the insurance contract and company is of opinion that they will receive the balance amount of Rs. 1.86.74.521 from the insurance companies.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In compliance with Section 186 of the Companies Act, 2013Thecompany has made investments in securities of other body corporate(s) and Loan and advances, the details of which are given in Note ''12''& ''13'' respectively to Financial Statements, which are within the limits prescribed under Section 186 of the Companies Act, 2013.The details of the investments made by company are given in the notes to the financial statements.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary as on 31.03.2016

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered into during the financial year were in the ordinary course of the business and on arm''s length basis. If the transaction is not on ordinary course of business then it is on arm''s length basis. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Disclosure of Related Party Transaction as per accounting standard is made under Note 29 of Financial statement and under AOC-2 forming part of this Board report Annexure âFâ

EXTRACT OF ANNUAL RETURN

The Details forming part of extract of Annual Return in Form MGT-9, as required under section 92 of the Companies Act, 2013, is included in this report as Annexure-D and forms an integral part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure âBâ to this report.

LISTING

The equity shares of your Company are listed with the Bombay Stock Exchange.

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 March 31, 2016, 99.99% of the share capital stands dematerialized.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure âGâ& âHâ respectively together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

CAUTIONARY STATEMENT

DIRECTORS RESPONSIBILITY STATEMENT

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

a) In the preparation of Annual Accounts of the Company, the applicable Accounting Standards have been followed along with proper explanation relating to material departures from the same, if there any.

b) The Directors have selected such Accounting Policies and applied them consistently and 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 at the end of the financial year ended March 31, 2016 and of the Profit of the Company for the year ended on that date.

c) The Directors have taken proper and sufficient care 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 irregularity.

d) The Directors have prepared the Annual Accounts of the Company on a going concern basis.

e) The director has laid down internal financial control to be followed by the company and such internal financial control are adequate and were operating effectively; and

f) The director has devised proper system to ensure compliance with the provision of all applicable law and that such system operating effectively

INTERNAL FINANCIAL CONTROL

The report on Internal Financial Control form part of Independent Audit report, Annexure II

CODE OF CONDUCT:

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

Declaration by Chief Executive officer regarding compliance by board members and senior management personnel with the company''s code of conduct is given in Annexure âCâ

PREVENTION OF INSIDER TRADING:

All Board Directors and the designated employees have confirmed compliance with the Code.

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT

There are no significant and material order passed by the Regulators/ court that would impact the going concern status of the company and its future operations.

PAYMENT OF LISTING FEE

Your company has paid Annual listing fee of BSE for the F.Y. 2016-17

ACKNOLEDGEMENT

The Directors of your Company acknowledge a deep sense of gratitude for the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors. Yours Directors place on record their appreciation for the significant contribution made by the employees at all levels through their hard work and dedication.

The Directors also thanks the various Government and Regulatory Authorities and last but not the least the Shareholders for their patronage, support and faith in the company. The Board looks forward to their continued support in the years to come.

By the order of the Board

For Lawreshwar Polymers Limited

Sd\-

(Ramesh Chand Agarwal)

Place: Jaipur Chairman

Dated: 16.05.2016 DIN: 00108287

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twentieth Annual Report of the company together with the Audited financial accounts for the financial year ended on 31st March 2014.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars 2013-2014 2012-2013 (Audited) (Audited)

Sales 7705.19 6845.64

Profit before Depreciation & Tax 382.27 324.71

Profit before Tax 262.82 215.09

Provision for Tax (Currant & Deferred Tax) 92.57 77.85

Not Profit 170.25 137.24

Appropriation

Dividend NILL NILL

Balance b/f from the previous year 700.42 563.18

Transferred to General Reserve NIL NIL

Transferred to Reserve & Surplus 870.68 700.42

Operational Review

For the year ended as on March 31,2014 the company has recorded a strong revenue and margin performance. Your Company has achieved turnover of Rs. 7705.19 Lacs as against 6845.64 Lacs in the previous year. The Net Profit of the Company has shot up by approx 24% amounting to Rs 170.25 Lacs as against Rs. 137.24 Lacs in the previous year due to increase of approx 12.55 % in the turnover of the Company.

Directors

As per Article 107 and 108 of Article of Association of the Company Shri Naresh Agarwal and Shri G.S. Kandoi, Directors of the Company are liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Share Capital

During the year under review, your Company''s Authorised Share Capital has remain unchanged at 15,00,00,000 (Rupees Fifteen Crores) comprising 1,50,00,000 Equity Shares of 10/- each. During the year under review, your Company''s paid up equity share capital has also remained unchanged at 13,67,87,990 (Rupees Thirteen Crores Sixty Seven Lacs Eighty seven Thousand Nine Hundred Ninety only) comprising 13,67.87,99 Equity Shares of 10/- each.

Meetings

The board of the company has met as many as Twenty one times and the details of the same are given in Annexure "F".

Explanation regarding the Qualification

The auditor has given a qualified Audit Report against the amount standing in the Other Assets and the Management''s explanation for the same is given under Note 15. of notes on Financial Statements as under:

There had occurred a fire on 24.02.2008 at the registered office & factory premises of the company. The Insurance Company has passed the claim of the company and there is a shortfall of Rs. 1,86,74,521 against the said claim. No provision is made for the same, as the company has not accepted the assessment of loss from insurances companies and has invoked the arbitration clause of the insurance contract and company is of opinion that they will receive the balance amount of Rs. 1,86,74,521 from the insurance companies.

Directors Responsibility Statement

Pursuant to section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm that:

a) in the preparation of Annual Accounts of the Company, the applicable Accounting Standards have been followed along with proper explanation relating to material departures from the same, if there any.

b) the Directors have selected such Accounting Policies and applied them consistently and 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 at the end of the financial year ended March 31st. 2014 and of the Profit of the Company for the year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularity.

d) The Directors have prepared the Annual Accounts of the Company on a going concern basis.

PARTICULARS OF EMPLOYEES REQUIRED UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

None of the Employee of the Company has been paid such remuneration which attracts the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, hence requirement of disclosure under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 doesn''t arise.

Auditor and Auditor''s Report

M/s A. Bafna & Company. Chartered Accountants, Jaipur holds office until the conclusion of the ensuing Annual General Meeting and being eligible and offer themselves for re-appointment. The Company has received a letter from the Auditors to the effect that their appointment, if made would be within the provision of Companies Act 2013. M/s A. Bafna & Company, Chartered Accountants have also, under section 139 (1) of the Companies Act, 2013, furnished a certificate of their eligibility for re appointment.

Notes on Accounts and significant Accounting Policies are self explanatory hence not require any further clarification.

Dividend

To conserve the resources of the Company for its future growth, the Board of Directors of the Company are not recommending any dividend for the financial year 2013-2014.

Public Deposits

During the year ended March 31st 2014, your Company has not accepted any deposits from the public.

Management Discussion and Analysis

A detailed review of operational performance and future outlook of the Company is given under the "Management Discussion and Analysis Report" which forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure "B" to this report.

Acknowledgement

The Directors of your Company acknowledge a deep sense of gratitude for the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors. Yours Directors place on record their appreciation for the significant contribution made by the employees at all levels through their hard work and dedication.

The Directors also thanks the various Government and Regulatory Authorities and last but not the least the Shareholders for their patronage, support and faith in the company. The Board looks forward to their continued support in the years to come.

By the order of the Board For Lawreshwar Polymers Limited

Place: Jaipur (Ramesh Chand Agarwal) Chairman Dated: 24.05.2014 DIN: 00108287

Mar 31, 2010

The Directors have pleasure in presenting the Sixteenth Annual Report of the company together. with the Audited financial accounts for the financial year ended on 31st March 2010.

FINANCIAL RESULTS: Rs.In lacs

2009-2010 2008-2009

(Audited) (Audited)

Sales 3021.51 2836.13

Profit before Depreciation & Tax 170.46 85.76

Profit before Tax 94.42 9.40

Provision for Tax (Current & Deferred Tax) 19.59 8.23

Net Profit 74.83 15.27

Appropristion

Dividend NIL NIL

Balance b/f from the previous year 216.60 201.33

Transferred to General Reserve NIL NIL

Transferred to Reserve & Surplus 291.43 216.60

Operational Review

Your Company has achieved turnover of Rs. 3021.52 Lacs as against Rs. 2836.13 Lacs in the previous year. The Net Profit of the Company is Rs 74.83 Lacs as against Rs 15.27 Lacs in the previous year.

Tribute to Shri K.P.SINGH

The Board of Directors noted with deep regret the sad demise of the Companys independent Director, Shri K.P.SINGH on July 03.2010. Mr. K.P.SINGH was a visionary, philanthropist, apart from being a leading industrialist Spiritual strength and moral values were part of his personal credo. Mr. K.P.SINGH was known for his dignified unassuming personality, intellect, meticulous planning, deep regard for punctuality, business acumen and dynamic leadership.

Mr, Sidharth Singh has been appointed as Additional Director of the Company w.e.f. July 03, 2010 In place of Shri K.P.Singh as Non Executive Independent Director

Directors

As per Article 107 and 108 of Article of Association of the Company Shri Ramesh Chand Agarwal and Shri Radhe Shyam Mangal, Directors of the Company are liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Directors Responsibility Statement.

Pursuant to section 217(2AA)of the Companies Act, 1956, your Directors hereby confirm that:

a) in the preparation of Annual Accounts of the Company the applicable Accounting Standards have been followed along with proper explanation to material departure from the same, If there any.

b) the Directors have selected such Accounting Policies and applied them consistently and 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 at the end of the financial year ended March 31st 2010 and of the Profit of the Company for the year ended on that date.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other Irregularity.

d) the Directors have prepared the Annual Accounts of the Company on a going concern basis.

PARTICULARS OF EMPLOYEES REQUIRED UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

None of the Employee of the Company has been paid such remuneration which attracts provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, hence requirement of disclosure under section 217(2A) of the Companies Act. 1956 read with the Companies (Particulars of Employees) Rules, 1975 doesnt arise.

Auditor and Auditors Report

M/s A. Bafna & Company. Chartered Accountants. Jaipur holds office until the conclusion of the ensuing Annual General Meeting and being eligible and offer themselves for re-appointment. The Company has received a letter from the Auditors to the effect that their appointment, if made would be within the prescribed limit u/s 224 (1B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of section 226 (3) of the Companies Act 1956. Notes on Accounts and significant Accounting Policies are self explanatory hence not require any further clarification.

Subsidiary

The Company has incorporated a subsidiary Company in the name of Swastik Polyblend Private Limited In the State of New Delhi AS on 05/02/2010.

Further the Company has also incorporated a Subsidiary Company in the name of JMR Mobilink Private Limited as on 16/07/2010, The Company will enter in the Mobile & Communication Sector.

Dividend

for the financial year growth, the Board of Directors of the Company are not recommending any dividend

Public Deposits

During the year ended March 31st. 2010, your Company has not accapted any deposits from the public.

Future Plans

The Company will enter in the Mobile & Communication Sector, therefore, the Company has Incorporated a Subsidiary Company in the name of JMR Mobilink Private Limited as on 16/07/2010.

Further, the company will install 3 new machines for manufacturing of PU footwear during the financial year 2010-11 new machines for manufacturing of PU footwear during the financial year 2010-11.

Management Discussion and Analysis

A detated review of operational performance and future outlook of the Company Is given under the ÃÂ¦Management Discussion and Analysis Report" wich forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure "B" to this report.

Acknowledgement

The Directors of your Company acknowledge a deep sense of gratitude for the continued support extended by Investors, Customers, Business Associates. Bankers and Vendors. Yours Directors place on record their appreciation for the significant contribution made by the employees at all levels through their hard work and dedication.

The Directors also thanks the various Government and Regulatory Authorities and last but not the least the Shareholders for their patronage, support and faith in the company. The Board looks forward to their continued support in the years to come.

For and on behalf of the Board

PLACE: Jaipur (Ramesh Chand Agarwal

DATED: 04.09.2010 Chairman

Mar 31, 2009

The Directors have pleasure in presenting the Fifteenth Annual Report of the company together with the Audited financial accounts for the financial year ended on 31st March, 2009.

financial results (Rs. In lacs) Particulars 2008-2009 2007-2008 (Audited) (Audited)

Sales 2836.13 2319.91 Profit before Depreciation & Tax 85.76 182.75

Profit before Tax 9.40 126.88 Provision for Tax (Current & Deferred Tax) 8.23 60.78 "Net Profit 15.27 74.97 Appropriation Dividend NIL NIL Balance b/f from the previous year 201.33 126.36 Transferred to General Reserve Nil NIL Transferred to Reserve & Surplus 216.60 201.34

Operational Review

Your Company has achieved turnover of Rs. 28.36 Crores as against Rs. 23.19 Crores in the previous year. The Net Profit of the Company is Rs 0.15 Crores as against Rs 0.75 Crores in the previous year.

Tribute to Mohan Lai Agarwal

The Board of Directors noted with deep regret the sad demise of the Companys founder Chairman, Mohan Lai Agarwal on August 24, 2008. Mr. Mohan Lai Agarwal was a visionary, philanthropist, apart from being a leading industrialist. Spiritual strength and moral values were part of his personal credo. Shri Mohan Lai Agarwal was known for his dignified unassuming personality, intellect, meticulous planning, deep regard for punctuality, business acumen and dynamic leadership.

Directors

As per Article 107 and 108 of Article of Association of the Company Shri Rakesh Akar and Shri K.K.Gupta, Directors of the Company are liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment

Directors Responsibility Statement.

Pursuant to section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm that:

a) In the preparation of Annual Accounts of the Company the applicable Accounting Standards have been followed along with proper explanation to material departure from the same, if there any.

b) the Directors have selected such Accounting Policies and applied them consistently and 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 at the end of the financial year ended March 31", 2009 and of the Profit of the Company for the year ended on that date.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records In accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularity.

d) the Directors have prepared the Annual Accounts of the Company on a going concern basis.

PARTICULARS OF EMPLOYEES REQUIRED UNDER SECTION 217 (2A) OFTHE COMPANIES ACT, 1956

None of the Employee of the Company has been paid such remuneration which attracts provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, hence requirement of disclosure under section 217(2A) of the Companies Act, 1956 read with the Compar ies (Particulars of Employees) Rules, 1975 doesnt arise.

Auditor and Auditors Report

M/s A. Bafna & Company, Chartered Accountant!, Jaipur holds office until the conclusion of the ensuing Annual General Meeting and being eligible and offer themselves for re-appointment The Company has received a letter from the Auditor to the effect that the appointment, if made would be within the prescribed limit u/s 224 (IB) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of section 226 (3) of the Companies Act, 1956.

Notes on Accounts and significant Accounting Policies are self explanatory hence not reauire any further clarification.

Subsidiary

The Company in Its Board meeting held on 18.11.2008 has approved to sell out 10000 No. of equity shares at very attractive price @> Rs. 18.00 per share to the applicant of Its subsidiary Company of Lawreshwar Footcare Private Limited. Hence the requirement of published of the consolidated statement of the Company need not arise.

Dividend

To conserve the resources of the Company for Its future growth, the Board of Directors of the Company are not recommending any dividend for the financial year 2008-2009

Public Deposits

During the year ended March 31st, 2009, your Company has not accepted any deposits from the public.

Management Discussion and Analysis

A detailed review of operational performance and future outlook of the Company is given under the "Management Discussion and Analysis Report" which forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure " B" to this report.

Acknowledgement -

The Directors of your Company acknowledge a deep sense of gratitude for the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors. Yours Directors place on record their appreciation for the significant contribution made by the employees at all levels through their hard work and dedication.

The Directors also thank the various Government and Regulatory Authorities and last but not the least the Shareholders for their patronage, support and faith in the company. The Board looks forward to their continued support in the years to come.

By the order of the Board PLACE: Jaipur (Ramesh Chand Agarwal) DATED: 04.09.2009 Chairman

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