The global economy remained resilient in FY 2025-26 despite heightened geopolitical tensions, evolving trade policies and continued supply chain disruptions. Ongoing conflicts in the Middle East, coupled with rising trade restrictions and policy uncertainty, weighed on global trade, investment and commodity markets. However, stable labour markets, continued fiscal support and technology-led investments, particularly in Artificial Intelligence (AI), supported economic activity, while supply chain diversification and energy security measures helped strengthen resilience.
The global footwear market size was valued at USD
476.8 billion in 2025 and is projected to grow from USD 496.2 billion in 2026 to USD 675.6 billion by 2033, at a CAGR of 4.5% from 2026 to 2033 1 . The global footwear industry is influenced by the increasing population and urbanization, which create a demand for varied types of footwear, ranging from casual to sports footwear. Health awareness increases the sale of athletic and sports shoes, while fashion trends drive demand for style and design. Additionally, comfort and customization are still essential factors determining growth, with consumers preferring shoes that express individuality and offer ergonomic advantages. 2
India remained one of the worlds fastest-growing major economies in FY 2025-26, supported by resilient domestic consumption, robust public investment and continued policy reforms. Despite external challenges arising from geopolitical tensions, trade uncertainties and volatile energy prices, the economy demonstrated strong resilience, underpinned by a diversified trade base and sustained domestic demand. However, at the fag end of FY 2025-26, the gulf conflict has set in uncertainties as to sourcing and pricing of petroleum based raw materials.
Valued at USD 20.67 billion in 2025, the Indian footwear market is projected to reach USD 47.53 billion by 2034, growing at a CAGR of 9.7% during 2026-2034 2 . Policy support through the Indian Footwear and Leather Development Programme (IFLDP) is expected to enhance manufacturing capabilities, facilitate technology adoption, improve skill development and strengthen export competitiveness. Supported by favourable demographics, rising domestic consumption and increasing integration into global value chains, the Indian footwear industry is well positioned for long-term growth.
KSR Footwear Limited is engaged in the manufacturing and wholesale distribution of footwear products. Pursuant to the Scheme of Arrangement between Khadim India Limited and KSR Footwear Limited, the Companys business comprises the erstwhile distribution and manufacturing undertaking of Khadim India Limited, effective from April 01, 2025. As an independent entity, KSR Footwear is strategically positioned to focus on manufacturing excellence, distribution-led growth and operational efficiency while leveraging an established industry presence and extensive product expertise.
The Company provides branded and affordable footwear in the Mass footwear category. Our business operates through a wide network of distributors catering to lower and middle-income consumers in metros and Tier I - III cities, who primarily shop in MBOs.
The Companys product portfolio addresses varied consumer preferences. The Company offers a diversified portfolio of footwear catering to men, women and children across multiple categories, including casual, formal, athleisure, school footwear, sandals, slippers etc. consists of EVA, basic and premium Hawaai, PVC, PVC DIP, PU and Stuck On products. The Company sells trendy products ranging in price from ? 75 to
? 999. The Companys Distribution business follows a highly scalable model on the front-end with a mix of in-house and contract manufacturing.
The Company is having License Agreement with Khadim India Limited for using its brand and specified sub-brands. The Company manufactures and distributes products under the well-established Khadim brand and its portfolio of sub-brands namely, Kalypso, Wash n Wear, Fliers, FitNxt, Dunford, Pugo each having a targeted end user enabling broad market coverage across customer segments. The main brand Khadim and various sub-brands help to achieve sustainable growth.
The Companys integrated business model spans product design, sourcing, manufacturing, quality assurance and wholesale distribution, enabling efficient execution across the value chain. Supported by established sourcing capabilities, manufacturing expertise and a distribution-oriented operating model, KSR Footwear remains focused on enhancing operational efficiencies, strengthening market reach
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1 https://www.grandviewresearch.com/industry-analysis/footwear- market
2 https://www.imarcgroup.com/india-footwear- market
and delivering sustainable value through product innovation, disciplined execution and customer-centric offerings.
The company is primarily engaged in one business segment namely Footwear.
FY 2025-26 marked the first year of KSR Footwear Limiteds journey as an independent entity. During the year, the Company focused its marketing efforts on strengthening trade relationships, enhancing brand visibility and expanding market reach through targeted trade marketing initiatives. Recognising the critical role of channel partners in driving business growth, the Company undertook several initiatives to improve engagement across its distribution network and retail touchpoints.
To strengthen its presence at the point of sale, the Company implemented a comprehensive branding programme across distributor locations, dealer outlets and multi-brand stores. Product catalogues and trade calendars were distributed to channel partners to facilitate product display, improve brand recall and provide regular visibility of the Companys product portfolio.
In line with evolving market practices, the Company introduced a Digital Product Catalogue, which was updated and shared with its trade network every week. The initiative enabled timely communication of new product launches, product highlights and seasonal collections, supporting improved engagement with channel partners and facilitating quicker market response.
During FY 2025-26, KSR Footwear Limited continued to leverage its established distribution network to strengthen market reach and ensure efficient product availability across key regions. As on March 31, 2026, the Company had a network of 791 distributors across India, supporting the distribution of its diversified footwear portfolio with strong emphasis in the eastern region.
During the year, the Company implemented several measures to optimize costs and accelerate sales growth including the following:
a. Distribution Centre has been shifted from Serampore to Panpur leading to reduction in rent, logistic and other cost.
b. Streamlined workforce allocation to increase productivity.
c. Executed strategic inventory reductions to maximize working capital efficiency.
d. Upgradation of our logistics network with new transport options to ensure more timely deliveries.
e. Launch of new products systematically to drive sales.
Further, to optimise capacity utilisation in our distribution division, we expanded our range of PU and EVA products, improved design and quality and rationalised pricing. Implementation of TOC-based stock management was undertaken to reduce overall inventory apart from merchandising and design including value engineering. These measures have collectively enhanced our operational efficiency and optimised distribution capabilities
During FY 2025-26, the Companys net sales stood at
? 1,999.46 million, compared with ? 2,057.07 million in the previous year, registering a decline of 2.80%.
Operating EBITDA (after exceptional items) stood at a loss of ?88.56 million, compared with a positive EBITDA (after exceptional items) of ?14.00 million in the previous year. Consequently, the operating EBITDA margin declined to 4.43% of net sales from 0.68% in FY 2024-25.
The Company reported a Loss Before Tax (LBT) of
? 168.54 million, as against a Loss Before Tax of ?150.14 million in the previous year, representing an increase of 12.25%.
The Loss After Tax (LAT) stood at ?127.39 million, compared with ?143.09 million in the previous year, reflecting a decline of 10.97%.
In accordance with the accounting treatment specified in the Scheme, the figures for the comparative periods have been restated as if the Scheme had been effective from the start of the preceding year. Accordingly, the figures for the preceding periods include the results of the Company and the Demerged Undertaking transferred under the Scheme.*
*Note: Applicable for all the comparative figures mentioned herein.
| Ratios | FY 2026 | FY 2025 | Change Reason |
| 1 Debtors Turnover Ratio | 0.25 | 0.22 | 9.96% NA |
| 2 Inventory Turnover Ratio | 0.31 | 0.39 | (21.66%) NA |
| 3 Interest Coverage Ratio | \u2013 | \u2013 | \u2013 Not applicable due to negative EBIT |
| 4 Current Ratio | 1.42 | 1.66 | (14.69%) NA |
| 5 Debt Equity Ratio | 0.21 | 0.17 | 24.06% NA |
| 6 Operating Profit Margin | (4.43%) | 0.68% | (751.28%) On account of lower gross profits |
| 7 Net Profit Margin | (6.37%) | (6.96%) | (8.41%) NA |
| 8 Return on Net Worth | (224.56%) | (78.38%) | (186.50%) On account of lower net worth due to |
| losses during the year |
India is a consumption led economy. Increasing aspirations and affordability will continue to drive consumption. Further, the Indian Governments focus on skill development, job creation, infrastructure, manufacturing and investments will act as pull up factors for Indias inclusive growth agenda. Several factors will continue to drive the consumption and contribute to the economy, which include:
- Growing young and working population
- Increasing penetration of mobile technology and internet infrastructure that is altering consumer behaviour
The Company has come up with a gamut of stylish and fashionable products for the younger generation. The Company sees significant growth potential within this domain.
Our core growth priorities remain clear. We will keep our product offerings trendy and economical to target the mass customers.
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Demand Risk Demand may be affected by changing consumer preferences, seasonal trends and macroeconomic conditions. The Company mitigates this risk through a diversified product portfolio, regular product introductions and an extensive distribution network catering to multiple customer segments.
Fluctuations in the prices of key raw materials may impact profitability. The Company focuses on strategic sourcing, supplier diversification, raw material import price optimisation and cost optimisation initiatives to manage input cost volatility.
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Distribution Risk Dependence on an extensive distributor network may affect market reach and product availability. The Company continues to strengthen channel relationships, enhance distributor engagement and improve supply chain efficiencies to ensure seamless product distribution.
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Competitive Risk Intense competition from organised and unorganised players may exert pressure on pricing and market share. The Company focuses on product quality, competitive pricing, product innovation and brand visibility to strengthen its market position.
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Operational Risk Disruptions in manufacturing, logistics or the supply chain may impact business continuity. The Company follows established operational processes, maintains a diversified vendor base and continuously monitors supply chain performance to minimise disruptions.
Changes in statutory, taxation and regulatory requirements may impact operations. The Company has established internal processes to monitor regulatory developments and ensure timely compliance with applicable laws and regulations.
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The Company recognises that robust Human Resource Management is vital to achieving business success, driving high performance, and cultivating a customer-centric, value-driven workforce. Efficiently managing our people enables us to meet our
transformational goals while supporting managers in their daily responsibilities-from talent acquisition to skill development. Ultimately, these efforts provide senior leadership with a solid foundation of data and knowledge, strengthening our overall strategic decision-making.
Nurturing human capital through structured training remains central to our corporate strategy. These programs systematically enhance our employees knowledge, skills, and teamwork capabilities, preparing them for both their current roles and future career progression. Furthermore, our recruitment processes are strictly aligned with business requirements to attract the right talent, while our tailored engagement initiatives foster a deep sense of commitment across the organisation.
In line with our commitment to diversity and inclusion, we employ targeted strategies to attract, retain, and develop top talent from all backgrounds, cultures, and identities. We are equally dedicated to empowering the next generation through apprenticeship programs that build practical, technical and corporate skills. Through these ongoing investments in employee development, the Company ensures a thriving environment poised for long-term growth.
As of March 31, 2026, the Company had a total strength of 159 permanent employees on its rolls.
The Company has implemented strong internal control mechanisms that ensure the accurate recording of transactions with internal checks, prompt reporting and strict adherence to applicable accounting standards and compliance with applicable statutes, policies, procedures, guidelines and authorisations. This entails establishing and implementing an Internal Financial Control (IFC) framework to ensure compliance with the Companies Act and support the Directors Responsibility Statement.
The Internal Audit department conducts periodic audits at all locations and functions based on the Annual Audit Plan approved by the Audit Committee and promptly addresses any deviation in internal control procedures.
Significant Internal Audit Observations and the status of implementation are submitted to the Audit Committee every quarter. As part of their audit procedures, the Statutory Auditors review the efficacy and adequacy of the Internal Audit function and have full access to all the reports and findings of the Internal Audit Department.
FY 2025-26 continued to be a challenging year for the footwear industry, with input cost increase due to prolonged global conflict (carried over to FY 2026-27 till date), muted consumer demand and continued pressure on discretionary spending, particularly in the mass and value segments. While urban markets demonstrated pockets of resilience during the festive period, overall consumption trends remained measured. However, the Indian economy is expected to see a gradual recovery in coming years. Growing consumer incomes and supportive government policies fuel this optimistic forecast.
Accordingly, your Company is focusing on product innovation and demand traction to improve margins and boost growth in the coming years. It will continue with the expansion of distribution points at various strategic locations to strengthen its presence and deepen its reach beyond Tier I - III cities. The Company is also diversifying its product portfolio by revamping sandals, sports shoes, formal shoes and PU sandals, thereby introducing a competitive and fashionable range to enhance product appeal, customer satisfaction and improve sales.
Statements in the Management Discussion and Analysis report describing the Companys objectives, projections, estimates and expectations may be forward-looking statements within the meaning of applicable laws and regulations and futuristic in nature. These forward-looking statements by their very nature involve assumptions from the Company and are subject to inherent risks and uncertainties. There is a significant risk that the assumptions, predictions and other forward-looking statements will not prove to be accurate. Readers are cautioned not to put undue reliance on forward-looking statements as multiple factors could lead to assumptions, actual future outcomes and events to differ materially from those expressed in the forward-looking statements. Hence, this document is subject to the disclaimer and qualified in its entirety by the assumptions, limitations and risk factors included in the Management Discussion and Analysis of Annual Report of KSR Footwear Limited for FY 2025-26. Investors, therefore, are requested to make their own independent judgments before taking any investment decisions.
The Directors are pleased to present the 3rd Annual Report on the business and operations of KSR Footwear Limited (Company) together with the Audited Financial Statements for the financial year ended March 31, 2026.
The Scheme of Arrangement between Khadim India Limited (Demerged Company) and the Company (Resulting Company) and their respective shareholders and creditors under Sections 230 to 232 read with the other applicable provisions of the Companies Act, 2013 (Scheme) was sanctioned by the Honble National Company Law Tribunal, Kolkata Bench, by its Order dated March 27, 2025. The Scheme provided for demerger of the Distribution Business (Demerged Undertaking) of Khadim India Limited, as a going concern, into the Company.
The Scheme became effective on and from May 01, 2025 in terms of the provisions of the Scheme. Further, pursuant to the aforesaid Order and upon Scheme became effective, the entire Distribution Business (Demerged Undertaking) stands transferred from the Demerged Company and vested with the Resulting Company as a Going Concern on and from April 01, 2025, being the Appointed Date as determined in terms of the said Scheme.
In accordance with the accounting treatment specified in the Scheme, the figures for the comparative periods have been restated as if the Scheme had been effective from the start of the preceding year. Accordingly, the figures for the preceding periods include the results of the Company and the Demerged Undertaking transferred under the Scheme.
Further, please refer Note 33 to Audited Financial Statements for details in this regard.
(in ? million)
| Particulars | 2025- 26 | 2024- 25 |
| Revenue from Operations | 1,999.46 | 2,057.07 |
| Other Income | 55.20 | 5.13 |
| Total Revenue | 2,054.66 | 2,062.20 |
| Less: Expenses | 2,082.97 | 2,043.08 |
| Profit/loss before Depreciation, Interest and Tax | (28.31) | 19.12 |
| Depreciation | 99.20 | 117.38 |
| Interest | 35.98 | 51.88 |
| Loss before tax and exceptional items | (163.49) | (150.14) |
| Exceptional items | 5.05 | Nil |
| Loss before tax | (168.54) | (150.14) |
| Provision for Taxation | ||
| - Current and deferred Tax | (41.15) | (7.05) |
| Loss for the year after tax | (127.39) | (143.09) |
No dividend is declared considering the losses incurred by the Company during the year under report.
No amount has been transferred to the General Reserve during the year under report.
The revenue generated from operations for the financial year 2025-26 stood at ? 1,999.46 million which was lower by 2.80% from the financial year 2024-25. The Company has incurred a loss after tax
of ?127.39 million during the year under Report, in comparison to a loss after tax of ?143.09 million for the last financial year.
The details of Companys affairs have been included in the Management Discussion and Analysis Report, forming part of this report.
The details in regard to Internal Financial Controls and its adequacy are included in the Management Discussion & Analysis Report, which is a part of this Report.
The Authorised Share Capital as on March 31, 2026 was ? 20,15,00,000/- divided into 2,01,50,000 Equity Shares of face value of ? 10/- each.
The Issued, Subscribed and Paid-up Share Capital of your Company as on March 31, 2026 was
? 18,37,83,820/- divided into 1,83,78,382 Equity Shares of face value of ? 10/- each.
Changes in Share Capital and Listing of Shares During the year under review and in accordance with the Scheme:
a. The authorised share capital increased from
? 15,00,000/- divided into 1,50,000 Equity Shares of face value of ? 10/- each to ? 20,15,00,000/-divided into 2,01,50,000 Equity Shares face value of ? 10/- each.
b. 1,83,78,382 equity shares of face value of ? 10/-each were allotted to the shareholders of Khadim India Limited in terms of Share Entitlement Ratio as defined in the Scheme.
c. The entire pre-scheme paid-up share capital of the Company comprising 10,000 equity shares of face value of ? 10 each held by Khadim India Limited stood cancelled and reduced, upon allotment of 1,83,78,382 equity shares by the Company as aforesaid.
d. The equity shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited effective November 27, 2025.
The Equity Shares so allotted rank pari-passu with the then existing fully paid-up Equity Shares of the Company including dividend and voting rights, etc.
Except as stated herein, there was no other change in the share capital of the Company as on the date of this Report.
The Company has not issued any shares with differential voting right during the year under report.
As aforesaid, the entire Distribution Business of Khadim India Limited stands transferred and vested with KSR Footwear Limited as a Going Concern on and from April 01, 2025, pursuant to the Scheme of Arrangement. Subsequently, there has been no change(s) in the nature of business to be carried on by the Company during the year under report.
No material changes and commitments affecting the financial position of the Company have occurred between the end of the year to which the financial statements relate and the date on which this Report has been signed.
Change in the Registered Office of the Company The Registered Office of the Company was shifted from Flat No. 4A, 4 th Floor, Kalyani Complex, P-22, Block-A, Bangur Avenue, Kolkata, North 24 Parganas-700055, West Bengal to Panpur Factory of the Company situated at 25/1, 25/2 & 25/3, Panpur Road, Mouza - Madral,
P.O. Narayanpur, P.S.- Jagatdal, 24 Parganas (N), West Bengal-743126 , with effect from December 10, 2025.
During the year under review, no significant and material orders have been passed by the regulators / courts / tribunals that may impact the going concern status and the operations of the Company in future.
During the year under review, no Corporate Insolvency Resolution application was made or proceeding was initiated, by / against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended). Further, no application or proceeding by
/ against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended) is pending as on March 31, 2026.
Your Company was a Wholly-owned subsidiary of Khadim India Limited (CIN: L19129WB1981PLC034337) as on March 31, 2025. However, post allotment of the new equity shares of the Company consequent to implementation of the Scheme, the Company ceased to be a Wholly-owned subsidiary of Khadim India Limited.
Khadim Development Company Private Limited (CIN: U70101WB1992PTC055972) became the holding company of the Company post allotment of equity shares on implementation of the Scheme.
Your Company does not have any subsidiary / associate
/ joint venture Company during the year under report.
The Company has not accepted any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no unclaimed / unpaid matured deposits or interest thereon was due as on March 31, 2026.
The Company does not fall under the ambit of applicable criteria for contribution towards Corporate Social Responsibility (CSR) specified under Section 135(1) of the Companies Act, 2013. Hence, all the compliances related to it, inter alia, constitution of the committee, disclosure, etc. are not applicable to the Company.
The Company has a Vigil Mechanism / Whistle Blower policy and it has established adequate vigil mechanism for its employees and directors to report concern about unethical practice. No person has been denied access to the Chairperson of the Audit Committee. The Vigil Mechanism / Whistle Blower Policy is available at the web-link: https://www.ksrfootwear.com//wp-content/uploads/2025/07/2.-Whistle-Blower-or-Vigil- Mechanism.pdf
Your Companys Board is duly constituted in compliance with the requirement of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).
The Independent Directors have confirmed that they meet with the criteria of independence as required under sub section 7 of Section 149 of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations.
The Board is also of the opinion that Independent Directors meet with the criteria of independence under sub section 6 of Section 149 of the Act 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.
All the Independent Directors have registered themselves / renewed their registration pursuant to the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019.
The Board confirms that the Independent Directors also meet the criteria of integrity, expertise and experience (including the proficiency) in terms of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.
The Board of Directors vide its meeting held on April 16, 2025 had, inter alia, considered and approved the following:
i. Appointment of following individuals as Independent Directors of the Company (not liable to retire by rotation) for a term of 5 (Five) consecutive years commencing from April 16, 2025 to April 15, 2030 (both dates inclusive):
a) Mrs. Dhritipriya Raydasgupta (DIN: 08208813)
b) Mr. Basab Ray (DIN: 01801350)
c) Mrs. Suman Murarka (DIN: 09023369)
ii. Re-designation / appointment of Mr. Rittick Roy Burman as Managing Director (also, a Whole-time Key Managerial Personnel) of the Company for a term of 3 (Three) consecutive years with effect from April 16, 2025 till April 15, 2028 (both days inclusive).
The items w.r.t. aforesaid re-designation / appointments were approved by the Members of the Company at the Extra-ordinary General Meeting held on April 17, 2025.
Further, Mr. Suman Barman Roy (DIN: 07285500), Non- Executive Non-Independent Director, was appointed as the Chairman of the Company with effect from April 16, 2025 vide the meeting of the Board of Directors held on April 16, 2025.
Pursuant to Section 152(6) of the Companies Act, 2013, Mr. Suman Barman Roy (DIN: 07285500), Director, retired by rotation and was re-appointed at the Annual General Meeting (AGM) held on May 27, 2025.
Mr. Rittick Roy Burman (DIN: 08537366), Managing Director, retires by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment. Your Directors recommend his re-appointment at the ensuing AGM.
The brief profile of Mr. Rittick Roy Burman and other relevant information under Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings with respect to Director seeking re-appointment is provided in the Notice convening AGM.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2026 are:
a) Mr. Rittick Roy Burman, Managing Director*;
b) Mr. Suvajit Choudhury, Chief Financial Officer**; and
c) Ms. Shikha Jindal, Company Secretary***
*Re-designated / appointed as Managing Director of the Company for a term of 3 (Three) consecutive years effective April 16, 2025.
** Appointed as the Chief Financial Officer effective June 10, 2025.
*** Appointed as the Company Secretary effective June 10, 2025.
The Company has put in place an Induction and Familiarisation Programme for Independent Directors of the Company. The details of such Familiarization Programme are mentioned in the Report on Corporate Governance, which forms part of this Annual Report and the same is available at the link https://www. ksrfootwear.com/wp-content/uploads/2026/04/KFL_ Familiarization-Programme-for-ID_27.03.2026.pdf
In terms of requirements of Schedule IV of the Companies Act, 2013 and the Listing Regulations, the meeting of Independent Directors was separately held on March 27, 2026.
The Company has been following a policy namely Nomination and Remuneration Policy with respect to appointment and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel. The appointment of Directors, KMP and Senior Management Personnel is subject to the recommendation of the Nomination and Remuneration Committee (NRC).
Based on the recommendation of the NRC, the remuneration of Executive Director comprises of Basic Salary, Perquisites, Allowances and Commission in accordance with the provisions of the Companies Act, 2013. The remuneration of Non-Executive Directors comprises of sitting fees and commission in accordance with the provisions of Companies Act, 2013.
However, during the year under review, the Managing Director of the Company has voluntarily opted to work without any remuneration. Accordingly, no remuneration was paid to him during the financial year 2025-26.
Further, the Chairman of the Company has voluntarily waived the right to receive the sitting fees payable to him for attending the meetings of the Board and its Committees in which he is a member with effect from May 15, 2025 until further instruction.
Also, no commission was paid to Non-executive Directors of the Company for the financial year 2025-26.
The Nomination and Remuneration Policy of the Company is in conformity with the requirement of Section 178(3) of the Companies Act, 2013 and Listing Regulations. The objectives and key features of this Policy are:
a. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees.
b. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:
i. Use the services of an external agencies, if required;
ii. Consider candidates from a wide range of backgrounds, having due regard to diversity; and
iii. Consider the time commitments of the candidates.
c. Devising a policy on Board diversity;
d. Identify persons who are qualified to become directors or who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board of Directors their appointment and removal and shall carry out evaluation of every directors performance;
e. Directors induction and continued updation as and when required of their roles, responsibilities and liabilities;
f. Formulation of criteria for performance evaluation of the Board, its Committees and Directors including Independent Directors / Non-Executive Directors;
g. Aligning the remuneration of Executive Directors, Key Managerial Personnel and Senior Management Personnel with the Companys financial position, industrial trends, remuneration paid by peer companies etc.; and
h. Recommend to the Board all the remuneration in whatever form, payable to the Senior Management.
The guiding principles of the Policy are:
- The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;
- Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
- Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your Company www. ksrfootwear.com and is available at the link https:// www.ksrfootwear.com/wp-content/uploads/2025/07/3.- Nomination-and-Remuneration-Policy.pdf
Your Company monitors its major risks and concerns at regular intervals.
Provisions relating to constitution of the Risk Management Committee in terms of Listing Regulations is not applicable to the Company.
During the year, 8 (eight) meetings of the Board were held. The details of meetings of the Board held during the financial year 2025-26 have been provided in the Corporate Governance Report which forms part of the Report.
The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report which is a part of this Report.
In accordance with Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2026 is available on the Companys website www.ksrfootwear.com at https:// www.ksrfootwear.com/annual-returns/
All transactions entered by the Company with Related Parties during the financial year 2025-26 as defined
under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014 were held in the Ordinary Course of Business and at Arms Length pricing basis. There were no materially significant transactions with Related Parties during the financial year 2025-26, which were in conflict with the interest of the Company. Suitable disclosures as required under Ind AS-24 have been made in the Notes to the financial statements.
Accordingly, the disclosure in Form AOC-2, pursuant to section 134(3)(h) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required. The policy on Related Party Transactions can be accessed on the website of the Company https://www.ksrfootwear.com/company-policy/ .
The Company has devised adequate systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are operating effectively.
Pursuant to Section 134(5) of the Companies Act, 2013 (the Act), your Directors to the best of their knowledge and ability confirm that:
a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the Loss of the Company for the year ended on that date;
c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
e) proper internal financial controls are followed by the Company and that such financial controls are adequate and are operating effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and
operating effectively during the financial year ended March 31, 2026.
During the year under review, the Statutory Auditors and Secretarial Auditors have not reported, any incident of fraud committed in your Company by its officers or employees, to the Audit Committee and / or to the Board under Section 143(12) of the Companies Act, 2013 details of which needs to be mentioned in this Report.
M/s. Agarwal & Associates, Chartered Accountants (Firm Registration No.: 323210E) was appointed by the Members of the Company at the 1st AGM as Statutory Auditors of the Company for a term of 5 (Five) consecutive years commencing from the conclusion of the AGM held on September 30, 2024 till the conclusion of the AGM for the financial year 2028-29.
The Auditors Report on the Annual Accounts of the Company forms part of the Annual Report of the Company. The Auditors Report does not contain any qualification, reservation or adverse remark or disclaimer.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with relevant Rules made thereunder and pursuant to Regulation 24A of the Listing Regulations read with the relevant circulars issued by Securities and Exchange Board of India, M/s. Arpan Sengupta & Company, Company Secretaries (Firm Registration No.: S2015WB308600) represented by its Proprietor, Mr. Arpan Sengupta (FCS No. 10599, COP No. 25767), was appointed by the Members of the Company at the 2nd AGM as Secretarial Auditors of the Company for a term of 5 (Five) consecutive years for audit period of five consecutive years commencing from FY 2025-26 till FY 2029-30.
The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed herewith and marked as Annexure - I to this report.
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
Compliances related to Cost Audit and maintenance of cost records are not applicable to the Company.
The disclosure regarding the difference in valuation between a one-time settlement and valuation for
obtaining loans from banks or financial institutions in accordance with Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, as amended, is not applicable to the Company.
Particulars of Loans, Investments and Guarantees During the financial year 2025-26, the Company has not made any investment, has not given any loans, has not provided any guarantees, has not provided any security in connection with any loan, has not acquired securities by way of subscription, purchase or otherwise, in excess of the thresholds provided in Section 186 of the Companies Act, 2013.
The Company has not taken any loan from any directors during the year under report.
The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure-II, forming part of this Report.
Details of remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-III.
Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Annual Report, excluding the information on remuneration of employees in terms of Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), is being sent to the Members of the Company and others entitled thereto. The said information would be available for inspection, by Members, at the Corporate Office of the Company or through electronic mode, during business hours on all working days upto the date of the 3rd AGM of the Company. Any member interested in obtaining a copy thereof may write in this regard to the Company Secretary of the Company by sending an email to compliance@ksrfootwear.com
Your Company firmly believes in providing a safe, supportive and harassment free workplace for each and every individual working for the Company through various interventions and practices and has zero tolerance for sexual harassment at workplace. It is the
continuous endeavour of the management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on Prevention of Sexual Harassment at Workplace. An Internal Complaint Committee (ICC) with requisite number of representatives has been constituted to redress complaints relating to sexual harassment, if any. The Policy is gender neutral. All employees (permanent, contractual, temporary and management trainees) are covered under this Policy.
The Policy under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed there under is available in the website of the Company at www.ksrfootwear.com.
The details of complaints relating to Sexual Harassment during the year are as follows:
| complaints | |
| Number of complaints of sexual | Nil |
| harassment received in the year | |
| Number of complaints disposed off | N.A. |
| during the year | |
| Number of cases pending for more | N.A. |
| than ninety days |
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Your Company maintained healthy, cordial and harmonious industrial relations at all levels.
A Report on Corporate Governance along with a Certificate from the Statutory Auditors confirming of corporate governance requirements as stipulated under Listing Regulations is enclosed as Annexure - IV and forms part of this Report. The said report also contains a certificate from a Practising Company Secretary confirming that none of the Board of Directors of the Company has been debarred or disqualified from being appointed or continuing as a Director of the Company as prescribed under Listing Regulations.
Management Discussion and Analysis Report Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34 of the Listing Regulations is presented
Disclosure under the Maternity Benefit Act, 1961 Your Company is in compliance of Maternity Benefit Act, 1961 for the year under review.
Annual Performance Evaluation of the Directors In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and the Listing Regulations, based on the criteria such as number of Board and Committee meetings attended during the year, contributions to the decision making and relevant expertise to the Board etc., the Board of Directors has carried out the annual performance evaluation of the entire Board, Committees and all the Directors based on the criteria laid down by the Nomination and Remuneration Committee.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Chairman of the Company and the Board as a whole was evaluated.
The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:
Statements in the Annual Report, including those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations, may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.
The Directors express their sincere gratitude to financial institutions, banks, merchant bankers, legal consultants, registrars, and government authorities for their continuous guidance and support during the year under review.
Your Directors also extend their appreciation to valued customers and vendors for their invaluable cooperation during the year and look forward to the future with absolute confidence and optimism,
Your Directors incredibly grateful for the continuous hard work, dedication, contribution and commitment by executives, staffs and workers at all levels of the Company.
| For and on behalf of the Board of Directors | |
| Suman Barman Roy | |
| Place: Kolkata | Chairman |
| Date: May 22, 2026 | DIN:07285500 |
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