Your Board of Directors are pleased to present the Seventh
Annual Report on the business and operations of the Company
together with the Audited Financial Statements for the financial
year ended March 31,2025 (“year under review”).

1. CORPORATE OVERVIEW AND GENERAL INFORMATION

The Company, originally incorporated in 2018, underwent
significant strategic restructuring between 2020 and
2024 to streamline its business operations and unlock
shareholder value.

In 2020, the Fast Moving Consumer Goods (FMCG)
business of J K Helene Curtis Limited was demerged and
transferred into the Company. Simultaneously, Raymond
Consumer Care Private Limited (formerly JK Ansell Private
Limited), which held the sexual wellness manufacturing
business, was amalgamated with the Company. This
amalgamation consolidated various consumer-focused
ventures under the Company.

A pivotal strategic decision was executed in April 2023,
when the FMCG business was divested to Godrej
Consumer Products Limited through a slump sale,
realizing a consideration of ? 2,825 Crore. This transaction
allowed the Company to sharpen its focus on core
competencies.

Building on this strategic realignment, the fiscal year 2024¬
25 witnessed a significant transformation. The Company’s
name was change from Raymond Consumer Care Limited
to Raymond Lifestyle Limited. Simultaneously, the objects

of the Company were amended to formally include the
business of Textile and Apparel manufacturing, along with
related ancillary activities, reflecting a clear shift in the
strategic direction.

Further solidifying this transformation, the Hon’ble
National Company Law Tribunal (‘NCLT’), Mumbai
Bench, approved the Composite Scheme of Arrangement
(‘Scheme’) between Raymond Limited (‘RL’), Ray Global
Consumer Trading Limited (‘RGCTL’) and the Company
on June 21, 2024. Pursuant to this Scheme, the entire
lifestyle business of Raymond Limited was demerged
and transferred to the Company, effective from June 30,
2024. The Company got listed on Stock Exchanges w.e.f.
September 5, 2024.

As a result of these comprehensive corporate actions,
Raymond Lifestyle Limited now stands as a leading
Fashion and Retail Company. The Company encompasses
iconic men’s fashion brands and leverages a vast retail
network to offer a diverse range of fashion products and
services, including branded textiles and apparel across
formal, casual and ethnic wear segments.

This demerger of the core Lifestyle Business from
Raymond Limited represents an affirmative step towards
simplifying the Group structure and is designed to unlock
the full potential of the Lifestyle Business through a newly
listed entity, leveraging its existing strengths in Branded
Textile, Branded Apparel and Garmenting. The Company
remains committed to building capacities for enhanced
performance and delivery across all its verticals.

2. FINANCIAL SUMMARY AND STATE OF COMPANY AFFAIRS

A summary of your Company’s financial results for the Financial Year 2024-25 is as under:

K in Lakh

The Standalone Gross Revenue from operations for
FY 2024-25 was ? 4,681.28 Crore (Previous Year:
? 5,073.59 Crore). The Operating Profit stood at
? 57.45 Crore as against ? 529.71 Crore in the Previous
Year. The Loss for the year stood at ? 9.00 Crore against a
Profit of ? 392.30 Crore reported in the Previous Year.

The Consolidated Gross Revenue from operations
for FY 2024-25 was ? 6,176.74 Crore (Previous Year:
? 6,535.41 Crore). The Consolidated Operating Profit
stood at ? 122.29 Crore (Previous Year: ? 648.98
Crore). The Consolidated Profit after tax stood at
? 38.19 Crore (Previous Year: ? 479.52 Crore).

The Standalone Segment Revenue from operations for
FY 2024-25 (a) Textile: Branded Fabric was ? 727 Crore
(Previous Year: ? 920 Crore).

3. MATERIAL EVENTS DURING THE YEAR UNDER REVIEW

1) Scheme of Demerger of Lifestyle Business of
Raymond Limited into the Company

During the year under review, the Hon’ble National
Company Law Tribunal, Mumbai Bench, vide its
Order dated June 21,2024, approved the Composite
Scheme of Arrangement between Raymond Limited,
Raymond Lifestyle Limited (formerly known as
Raymond Consumer Care Limited), Ray Global
Consumer Trading Limited and their respective
shareholders and Creditors (“the Scheme”). The
Appointed Date for the Scheme was April 1, 2023.
The Effective Date for the Scheme was June 30,
2024.

2) Change in Name of the Company

During the year under review, the name of the
Company was changed from Raymond Consumer
Care Limited to Raymond Lifestyle Limited effective
May 02, 2024.

3) Change in Share Capital

a. Authorised Share Capital:

In terms of the Scheme, the Authorised Share
Capital of the Company was increased from
T 3,03,00,000 consisting of 1,51,50,000
Equity Shares of T 2/- each to
T 13,43,00,000 divided into 6,71,50,000 Equity
Shares of T 2/- each.

b. Paid-up Share Capital:

i. In terms of the Scheme, 1,49,00,000
Equity Shares of T 2/- each amounting
to ' 2,98,00,000 held by the erstwhile
holding company Ray Global Consumer
Trading Limited was canceled resulting
into reduction on Share Capital.

ii. Upon Demerger of the Lifestyle
undertaking from Raymond Limited to
Raymond Lifestyle Limited (formerly
known as Raymond Consumer Care
Limited), the Company had issued
5,32,58,985 Equity Shares to the
shareholders of Raymond Limited.
Further, consequent to the amalgamation
of Ray Global Consumer Trading Limited
into Raymond Lifestyle Limited, the
Company issued 76,64,644 Equity Shares
of T 2/- each to the shareholders of Ray
Global Consumer Trading and had also
canceled 1,49,00,000 Equity Shares held
by Ray Global Consumer Trading Limited
in the Company.

iii. As on March 31, 2025, the paid-up
equity share capital of the Company is T
12,18,47,258 consisting of 6,09,23,629
Equity Shares having face value of T 2/-
each.

The Company does not have any
outstanding paid-up preference share
capital.

During the year under review, the
Company has not issued any shares with
differential voting rights nor granted any
stock options or sweat equity or warrants.

As on March 31, 2025, none of the
Directors of the Company hold
instruments convertible into Equity
Shares of the Company.

There is no instance where the Company
failed to implement any corporate action
within the specified time limit.

4) Listing at BSE Limited and National Stock
Exchange of India Limited:

In terms of the Scheme, the Company was listed on
BSE Limited and National Stock Exchange of India
Limited effective September 05, 2024.

4. DIVIDEND AND RESERVES

In view of losses, no dividend has been recommended by
the Board of Directors for the year under review.

5. DEBT SECURITIES & CREDIT RATING

During the year under review, your Company has not
issued any new listed Debt Securities.

Pursuant to the Composite Scheme of Arrangement,
1000, 7.6% Secured, Listed, Rated, Redeemable, Non¬
convertible Debentures (Series ‘A’) of the face value of
T 10,00,000/- each for cash at par, aggregating to T 100
Crore (Rupees One Hundred Crore only) and 2000, 9%
Secured Listed Rated Redeemable Non-Convertible
Debentures (Series “B”) of the face value of T10,00,000/-
each for cash at par, aggregating to T 200 Crore (Rupees
Two Hundred Crore only) issued on Private Placement
basis by Raymond Limited stands transferred to the
Company. In accordance with the repayment schedule,
Non-Convertible Debentures (“NCDs”) issued and
transferred under Series A were redeemed by the
Company during the year under review.

The details of listed NCD’s outstanding as on March 31,
2025 are as under:

Axis Trustee Services Limited has been appointed as the
Trustee for the aforesaid NCD’s.

6. FINANCIAL STATEMENTS

Your Company has consistently applied applicable
accounting policies during the year under review.
Management evaluates all recently issued or revised
accounting standards on an ongoing basis. The Company
discloses consolidated and standalone financial results
on a quarterly basis which are subject to limited review and
publishes consolidated and standalone audited financial
results on an annual basis. There were no revisions made
to the financial statements during the year under review.

The Consolidated Financial Statements of the Company
are prepared in accordance with the applicable Indian
Accounting Standards (“Ind-AS”) as issued by the
Institute of Chartered Accountants of India and forms an
integral part of this Report.

Pursuant to Section 129(3) of the Companies Act, 2013
(“Act”) read with Rule 5 of the Companies (Accounts)
Rules, 2014, a statement containing salient features
of the financial statements of Subsidiaries/Associate
Companies/Joint Ventures is given in Form AOC-1 and
forms an integral part of this Report.

7. RELATED PARTY TRANSACTIONS

The Company undertakes Related Party Transactions
with its subsidiaries and group companies engaged in
manufacture and trading of textiles, branded apparel and
garmenting business.

The Audit Committee approves all the Related Party
Transactions in compliance with the provisions of the
Act and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”). Omnibus approval
is obtained on a yearly basis for transactions which are
repetitive in nature. Transactions entered into pursuant
to omnibus approval are verified by the Corporate Risk
Assurance Department and details of all Related Party
Transactions are placed before the Audit Committee and
the Board for review and approval/ noting on a quarterly
basis.

All transactions entered with related parties during the
year under review were on arm’s length basis and not
material in nature and thus a disclosure in Form AOC-2
in terms of Section 134 of the Act is not required. There
were no material Related Party Transactions during the

year under review with the Promoters, Directors or Key
Managerial Personnel.

Details of all Related Party Transactions are mentioned
in the notes to financial statements forming part of the
Annual Report. The Company has developed a robust
framework through Standard Operating Procedures for the
purpose of identification and monitoring of such related
party transactions.

The Company has put in place a mechanism for certifying
the Related Party Transactions statements placed before
the Audit Committee and the Board of Directors from an
independent chartered accountant firm. The firm reviews
that the Related Party Transactions are at arm’s length and
in the ordinary course of business and a certificate to that
effect is placed before the Audit Committee and Board of
Directors at quarterly meetings.

The Board of Directors have formulated a Policy on dealing
with Related Party Transactions. The said policy was
amended on January 30, 2025.

The updated policy is available on the website of the
Company and can be accessed at the link https://
raymondlifestyle.com/uploads/Related-Party-
Transaction-Policy2.pdf

None of the Directors has any pecuniary relationship or
transactions vis-a-vis the Company except remuneration,
profit-based commission and sitting fees.

8. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS BY THE COMPANY

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Act are given
in the notes to financial statements forming part of the
Annual Report.

9. PERFORMANCE OF SUBSIDIARIES

The separate audited financial statements in respect of
each of the subsidiaries shall be kept open for inspection
at the Registered Office of the Company. The Company
will also make available these documents upon request
by any Member of the Company interested in obtaining
the same. The separate audited financial statements in
respect of each of the subsidiaries are also available on
the website of the Company at https://raymondlifestyle.
com/disclosures/sub annual reports.

The performance in brief for the major subsidiary
companies is given hereunder:

Domestic subsidiaries:

Raymond Luxury Cottons Limited (“RLCL”):

RLCL manufactures high value fine cotton and linen
shirting for both domestic and international customers.
The revenue from operations of RLCL for FY 2024-25 was
at T 799.66 Crore (Previous Year: T 830.07 Crore). The
Profit after tax was T 36.87 Crore (Previous Year: T 22.27
Crore).

Silver Spark Apparel Limited (“SSAL”):

SSAL has a reputed overseas clientele for formal suits,
jackets and trousers and the export order book led to
a strong sales growth performance. The revenue from
operations of the Company at Standalone level is T 873.14
Crore (Previous Year: T 821.89 Crore). The Company
incurred a loss for year of T 994 Crore (Previous Year: Profit
of T 46.73 Crore). On a Consolidated level, the revenue
from operations of the Company stood at T 1024.65 crore
(Previous Year: T 1,018.99 Crore). The Profit after tax was
T 16.42 Crore (Previous year Profit of T 59.60 Crore) for the
year under review.

Celebrations Apparel Limited (“CAL”):

The Gross Revenue of CAL for FY 2024-25 stood at
T 1.03 Crore (Previous Year: 1.03 Crore). CAL earned
a Profit after tax of T 0.63 Crore (Previous Year: Profit of
T 0.64 Crore).

Ray Global Consumer Products Limited (“RGCPL”):

RGCPL a wholly owned subsidiary of Raymond Lifestyle
Limited, has incurred a Loss of T 0.003 Crore. (Previous
Year Loss: T 0.0005 Crore).

Overseas subsidiaries:

Jaykayorg AG (“Jaykay”):

Jaykay has recorded a profit of CHF 11355
(equivalent to T 0.12 Crore) for the year ended
December 31, 2024 [Previous Year: Profit of CHF 28,570
(equivalent to T0.21 Crore)].

Raymond (Europe) Limited (“REL”):

“REL” has recorded a Profit of GBP 42637 (equivalent
to T 0.44 Crore) for the year ended December 31,
2024 [Previous Year: Profit of GBP 63,628 (equivalent to
T0.65 Crore.

R & A Logistics INC, USA (“RALI”):

RALI is a wholly owned subsidiary of the Silver Spark
Apparel Limited. RALI recorded a Profit of USD
6,74,831(equivaLent to T 5.71 Crore) [Previous Year: Profit
of USD 15,64,460 (equivalent to T 12.95 Crore)] for the
year ended March 31,2025.

Silver Spark Middle East (FZE) (“SSME”):

SSME is the wholly owned subsidiary of Silver Spark
Apparel Limited incorporated in Sharjah Airport Free
Zone (SAIFZONE), Sharjah, UAE. SSME is engaged in
Investment, trading of Apparel and related products for
Asia and US customers. The Gross Revenue of SSME for

FY 2024-25 stood at T 212.11 Crore (Previous Year: T
181.20 Crore). SSME registered a Profit of T 11.11 Crore
(Previous Year: Profit T 16.34 Crore).

Silver Spark Apparel Ethiopia PLC (“SSAEP”):

SSAEP is a step-down subsidiary of Silver Spark Apparel
Limited in Ethiopia. SSAEP is a wholly owned subsidiary
of Silver Spark Middle East (FZE). SSAEP is engaged in the
manufacturing of formal suits, jackets, trousers and vest
coats. The Gross Revenue of SSAE for FY 2024-25 stood
at T 68.51 Crore (Previous Year: T 50.53 Crore). SSAE
registered a Profit of T 14.56 Crore (Previous Year: Loss of
T 14.08 Crore).

Raymond America Apparel INC (‘RAAI’):

RAAI is a wholly owned subsidiary of the Silver Spark
Apparel Limited. RAAI is a newly incorporated entity in
New Jersey, which was acquired last year by the Company,
and it is yet to commence business operations.

10. MATERIAL SUBSIDIARY

Considering the criteria mentioned in Regulation 16 of the
SEBI Listing Regulations, none of the subsidiaries qualifies
as a Material Subsidiary of the Company for FY 2024-25.

The Board of Directors of the Company has approved a
Policy for determining material subsidiaries which is in line
with the requirements of SEBI Listing Regulations. The said
policy was amended on January 30, 2025. The Policy has
been uploaded on the website of the Company at https://
raymondlifestyle.com/uploads/Material-Subsidiary-
Poiicy2.pdf

11. DIRECTORS & KEY MANAGERIAL PERSONNEL

ALL Independent Directors of the Company have given
declarations that they meet the criteria of independence
as laid down under Section 149(6) of the Act and
Regulation 16( 1)(b) of the SEBI Listing Regulations. In
terms of Regulation 25(8) of the SEBI Listing Regulations,
Independent Directors have confirmed that they are not
aware of any circumstances or situation which exists
or may be reasonabLy anticipated that couLd impair or
impact their ability to discharge their duties.

ALL the Directors have also affirmed that they have
complied with the Company’s Code of Business Conduct
& Ethics. In terms of requirements of the SEBI Listing
Regulations, the Board has identified core skills, expertise
and competencies of the Directors in the context of the
Company’s businesses, which are detailed in the Report
on Corporate Governance.

Further, in terms of Section 150 of the Act read with Rule
6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, Independent Directors of the
Company have confirmed that they have registered
themseLves with the databank maintained by the Indian
Institute of Corporate Affairs. The Independent Directors
who were required to clear the online proficiency self¬
assessment test have passed the test.

In the opinion of the Board, ail the Independent Directors
fulfil the conditions of independence, are independent
of the management, possess the requisite integrity,
experience, expertise, proficiency and qualifications to
the satisfaction of the Board of Directors. The details of
remuneration paid to the members of the Board and its
Committees are provided in the Report on Corporate
Governance.

As per the provisions of Section 203 of the Act, following
are the Key Managerial Personnel of the Company as on
the date of this Report:

1. Mr. Gautam Hari Singhania - Executive Chairman
and Managing Director (w.e.f. September 1,2024);

2. Mr. Sameer Shah* - Chief Financial Officer (w.e.f.
July 1,2024); and

3. Mrs. Priti Alkari - Company Secretary and
Compliance Officer.

* Mr. Sameer Shah has tendered his resignation as
Chief Financial Officer on May 03, 2025 effective
from July 31,2025.

During the year under review, the Board of the Company
was reconstituted as under:

1. Mrs Nawaz Gautam Singhania (DIN: 00863174)
ceased to be Director w.e.f April 25, 2024 pursuant
to Section 169 of the Companies Act, 2013.

2. Mr. Dinesh Lal (DIN: 00037142), Mr. Girish Chandra
Chaturvedi (DIN: 00110996), Mr. Veneet Nayar
(DIN:02007846) and Mrs. Anisha Motwani (DIN:
0694349) were appointed as Independent Directors
w.e.f July 9, 2024.

3. Mr. Debjit Rudra (DIN: 01393433) ceased to be
Executive Director & CEO w.e.f July 9, 2024

4. Mrs. Rashmi Mundada (DIN: 08086902) ceased to
be Independent Director w.e.f July 16, 2024.

5. Mr. Rajiv Sharma (DIN: 10748015) was appointed
as Non-Executive Non-Independent Director
w.e.f August 24, 2024. He was redesignated
as Non-Executive Independent Director w.e.f
November 1, 2024.

6. Mr. Ravindra Dhariwal (DIN:00003922) was
redesignated from Non-Executive Independent
Director to Non-Executive Non-Independent
Director w.e.f November 1, 2024 and ceased to be
director w.e.f April 11,2025.

7. Mr. Sunil Kataria was appointed as Managing
Director w.e.f July 1,2024 and ceased to be Director
/ Managing Director w.e.f March 31,2025.

8. Mr. Gautam Hari Singhania (DIN: 06863609) was
appointed as Executive Chairman and Managing
Director w.e.f September 1, 2024.

12. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of their knowledge and ability,
confirms that:

a) in the preparation of the Annual Accounts for the year

ended March 31, 2025, the applicable accounting
standards have been followed along with proper
explanation relating to material departures, if any;

b) the Directors have 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 31,2025 and
of the loss 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 irregularities;

d) the annual accounts have been prepared on a going
concern basis;

e) the Directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were 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.

13. ANNUAL PERFORMANCE EVALUATION

Your Company believes that the process of performance
evaluation at the Board level is pivotal to its Board
Engagement and Effectiveness. The Nomination and
Remuneration Policy of the Company empowers the
Board to formulate a process for effective evaluation of the
performance of individual Directors, Committees of the
Board and the Board as a whole pursuant to the provisions
of the Act and Regulation 17 and Part D of Schedule II to
the SEBI Listing Regulations.

The Board has carried out the annual performance
evaluation of its own performance, Board Committees and
the Directors individually. A structured questionnaire was
prepared after taking into consideration inputs received
from the Directors, covering various aspects of the
Board’s functioning such as adequacy of the composition
of the Board and its Committees, Board culture, execution
and performance of specified duties, obligations and
governance.

A separate exercise was carried out to evaluate the
performance of individual Directors, who were evaluated
on parameters such as level of engagement and
contribution, independence of judgement, safeguarding
the interest of the Company and its minority shareholders
etc.

The Independent Directors of the Company met on
March 21,2025, without the presence of Non-Independent
Directors and members of the management to review the
performance of Non-Independent Directors and the Board
of Directors as a whole; review the performance of the
Executive Chairman & Managing Director of the Company
and to assess the quality, quantity and timeliness of flow
of information between the management and the Board of
Directors. The performance evaluation of the Independent
Directors was also carried out by the entire Board.

The Directors expressed their satisfaction with the
evaluation process.

Dedicated time was reserved for Board feedback on the
Agenda. Board interaction between meetings was stepped
up through Board calls on various topics. Specific items
were also added in the Board agenda from a governance
perspective.

14. NOMINATION, REMUNERATION AND BOARD
DIVERSITY POLICY

The Board of Directors have framed a Nomination,
Remuneration and Board Diversity policy which lays down
a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the
Company.

The Policy broadly lays down the guiding principles,
philosophy and the basis for payment of remuneration to
Executive and Non-executive Directors (by way of sitting
fees and commission), Key Managerial Personnel, Senior
Management and payment of remuneration to other
employees.

The Board Directors approved various policies to align
with the provisions of SEBI Listing Regulations on
July 17, 2024.

The Nomination, Remuneration and Board Diversity
Policy is available on the website of the Company viz.
https://raymondlifestyle.com/uploads/Nomination-
Remuneration-&-Board-Diversity-Policy.pdf

The policy also provides the criteria for determining
qualifications, positive attributes and Independence
of Director and criteria for appointment and removal of
Directors, Key Managerial Personnel / Senior Management
and performance evaluation which are considered by the
Nomination and Remuneration Committee and the Board
of Directors.

The Policy sets out a framework that assures fair and
optimum remuneration to the Directors, Key Managerial
Personnel, Senior Management Personnel and other
employees such that the Company’s business strategies,
values, key priorities and goals are in harmony with their
aspirations. The policy lays emphasis on the importance
of diversity within the Board encourages diversity of
thought, experience, background, knowledge, ethnicity,
perspective, age and gender are considered at the time of
appointment.

The Nomination, Remuneration and Board Diversity
policy is directed towards rewarding performance, based
on achievement of goals. It is aimed at attracting and
retaining high calibre talent.

15. MEETINGS OF THE BOARD AND IT’S COMMITTEES

The Board/Committee meetings are pre-scheduled and
a tentative annual calendar of the meetings is circulated
to the Directors well in advance to help them plan their
schedules and ensure meaningful participation. Only in
the case of special and urgent business, should the need
arise, the Board’s approval is taken by passing resolutions

through circulation, as permitted by law, which are noted
in the subsequent Board meeting. In certain special
circumstances, the meetings of the Board are called at
a shorter notice to deliberate on business items which
require urgent attention of the Board. The Company has
complied with Secretarial Standards - I issued by the
Institute of Company Secretaries of India on the Meetings
of the Board of Directors.

The Board met 7 (seven) times during the year under
review and have accepted all recommendations made by
various committees.

The details of the number of meetings of the Board held
during the Financial Year 2024-25 and the attendance
of Directors forms part of the Report on Corporate
Governance.

16. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees as
on March 31,2025:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders’ Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

f) Environmental Social and Governance (ESG)
Committee

g) Investment and Finance Committee

h) Information and Technology Committee

The details of the Committees of the Board along with
their composition, number of meetings and attendance
at the meetings are provided in the Corporate Governance
Report forming part of the Annual Report FY 2024-25.

17. AUDITORS & REPORTS OF THE AUDITORS

a) Statutory Auditor:

M/s. Walker Chandiok & Co. LLP, Chartered
Accountants (ICAI FRN 001076N/N500013)
(an affiliate of Grant Thornton network) were
appointed as Statutory Auditors of the Company
for a period of five consecutive years at the Annual
General Meeting (AGM) of the Members held on
May 27, 2024 to hold office for five years from
the conclusion of the 6^th AGM of the Company till
the conclusion of the 11^th AGM at a remuneration
mutually agreed upon by the Board of Directors and
the Statutory Auditors.

The Statutory Auditors’ Report forms part of the
Annual Report. The Statutory Auditor’s report does
not contain any qualification, reservation or adverse
remark for the year under review. There was no
instance of fraud during the year under review, which
required the Statutory Auditors to report to the Audit
Committee and / or Board under Section 143(12) of
Act and Rules framed thereunder.

b) Cost Auditor:

As per the requirements of the Section 148 of the Act
read with the Companies (Cost Records and Audit)
Rules, 2014 as amended from time to time, your
Company is required to maintain cost records for
Rubber Products-Male Contraceptives (Condoms)
and such accounts are accordingly prepared and
records are maintained therein. The Cost Audit
Report for the year ended March 31, 2024 was filed
with the Central Government within the prescribed
time limit.

The Company wishes to report that during the
financial year 2024-25, the demerger and transfer
of the lifestyle business from Raymond Limited was
concluded. This strategic realignment has brought
the Company within the purview of Section 148 of
the Companies Act, 2013, read in conjunction with
the Companies (Cost Records and Audit) Rules,
2014, regarding the maintenance of cost records and
conducting cost audits of Textile units. The Company
is fully committed to ensuring compliance with these
regulations.

The Board of Directors, on the recommendation
of Audit Committee, has re-appointed
M/s. R. Nanabhoy & Co., Cost Accountants, (Firm
Registration Number: 000010) as Cost Auditor to
audit the cost accounts of the Company for the FY
2024-25 for it’s Textile units situated at Chhindwara,
Jalgaon & Vapi and manufacturing unit of Rubber
Products-Male Contraceptives (Condoms) situated
at Chhatrapati Sambhajinagar. As required under the
Act, a resolution seeking member’s approval for the
remuneration payable to the Cost Auditor forms part
of the Notice convening the Annual General Meeting
for their ratification.

c) Secretarial Auditor:

According to provisions of Section 204 of the Act and
rules made thereunder, the Company has appointed
M/s. DM and Associates Company Secretaries
LLP (Firm Registration No. L2017MH003500) to
undertake the Secretarial Audit of the Company for
the FY 2024-25, based on consent received from
M/s. DM and Associates Company Secretaries LLP.
The Secretarial Audit Report is annexed as Annexure
‘A’ and forms an integral part of this Report.

Pursuant to the SEBI (Listing Obligations and
Disclosure Requirements) (Third Amendment)
Regulations, 2024, effective December 13, 2024,
and in accordance with Regulation 24A of SEBI
Listing Regulations, a listed entity is now required
to appoint a Secretarial Audit firm for a maximum
of two terms of five consecutive years, subject to
shareholder approval at the Annual General Meeting.

In compliance with these amended provisions
and based on the recommendation of the Audit
Committee, the Board of Directors, at its meeting
held on May 12, 2025, has recommended and
approved the appointment of M/s. DM & Associates

Company Secretaries LLP, ('DM & Associates’)
(ICSI Firm Registration No. L2017MH003500),
as the Secretarial Auditors of the Company. This
appointment is for a period of five years, commencing
from the financial year 2025-26 upto the financial
year 2029-30. The resolution for their appointment
will be placed before the members for their approval
at the ensuing Annual General Meeting.

Pursuant to Regulation 24A of SEBI Listing
Regulations read with SEBI Circular No. CIR/CFD/
CMD1/27/2019 dated February 08, 2019, the Annual
Secretarial Compliance Report of the Company
form part of this Report and is also uploaded on the
website of the Company i.e. https://raymondlifestyle.
com/uploads/Annual Secretarial Compliance
Report-May 29 2025.pdf

The Secretarial Audit Report and Secretarial
Compliance Report for the financial year 2024-25
contains one observation which is self-explanatory
and no further explanation /justification is required
from management.

18. INTERNAL FINANCIAL CONTROL SYSTEMS, ITS
ADEQUACY AND RISK MANAGEMENT

Internal Financial Control and Risk management are
integral to the Company’s strategy and for the achievement
of the long-term goals. Our success as an organisation
depends on our ability to identify and leverage the
opportunities while managing the risks. In the opinion
of the Board, the Company has robust internal financial
controls which are adequate and effective during the year
under review.

Your Company has an effective internal control and
risk-mitigation system, which is 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 operations. M/s. Ernst & Young LLP, Chartered
Accountants were the internal auditors of the Company
for the FY 2024-25.

Business risks and mitigation plans are reviewed and
the internal audit processes include evaluation of
all critical and high risk areas. Critical functions are
reviewed rigorously and the reports are shared with the
Management for timely corrective actions, if any. The
major focus of internal audit is to review business risks,
test and review controls, assess business processes
besides benchmarking controls with best practices in the
industry.

The Audit Committee of the Board of Directors actively
review the adequacy and effectiveness of the internal
control systems and are also apprised of the internal audit
findings and corrective actions. The Audit Committee
suggests improvements and utilizes the reports generated
from a Management Information System integral to the
control mechanism. The Audit Committee and Risk
Management Committee of the Board of Directors,
Statutory Auditors and Business Heads are periodically
apprised of the internal audit findings and corrective
actions.

The Company endeavours to continually sharpen its risk
management systems and processes in line with a rapidly
changing business environment. During the year under
review, there were no risks which in the opinion of the
Board threaten the existence of the Company. However,
some of the risks which may pose challenges are set out
in the Management Discussion and Analysis which forms
part of this Annual Report.

The Company had identified a ransomware infection
within their network that resulted in the encryption of
critical user data and disrupted the operations for a brief
period. The threat actor infiltrated the network via VPN
using compromised credentials associated with a local
VPN user from February 11, 2025 to February 16, 2025.
The Company immediately involved external experts
and isolated the infected infrastructure. The Company
promptly took steps to contain and remediate the impact
of the incident.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company is focused to ensure that ethics continue to
be the bedrock of its corporate operations. It is committed
to conducting its business in accordance with the highest
standards of professionalism and ethical conduct in line
with the best governance practices.

In order to strengthen the whistle blower mechanism and
to protect the identity of whistle blower, the Company has
appointed M/s. KPMG Advisory Services Private Limited to
handle complaints received by the Company.

The Company has a Whistle blower Policy in compliance
with the provisions of Section 177(10) of the Act and
Regulation 22 of the SEBI Listing Regulations.

During the year under review, the policy was modified to
make it more comprehensive and adequate to deal with
issues and to align it with current market practices.

The Policy also provides adequate protection to the
Directors, employees and business associates who
report unethical practices and irregularities. The Policy
provides details for direct access to the Chairman of the
Audit Committee. Any incidents that are reported are
investigated and suitable action is taken in line with the
Whistle Blower Policy.

The Whistle Blower Policy has been appropriately
communicated within the Company across all levels and
is available on the website of the Company at https://
raymondlifestyle.com/uploads/Whistle-Blower-Policy.pdf

The Company affirms that no personnel has been denied
access to the Audit Committee.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of the Act read with
Rules made thereunder, the Company was required to
make CSR contribution for the FY 2024-25.

The Report on CSR activities as required under
the Companies (CSR Policy) Rules, 2014
along with the brief outline of the CSR policy is
annexed as Annexure ‘B’ and forms an integral
part of this Report. The Company’s CSR Policy has been
uploaded on the website of the Company at https://
raymondlifestyle.com/uploads/Corporate-Social-
Responsibility-Policy.pdf For details regarding the CSR
Committee, please refer to the Corporate Governance
Report, which is a part of this report.

21. ENVIRONMENT, HEALTH & SAFETY AND
SUSTAINABILITY

The Company is conscious of the importance of
environmentally clean and safe operations. The Company’s
policy requires conduct of operations in such a manner
so as to ensure safety of all concerned, compliances of
environmental regulations and preservation of natural
resources.

The Company is intensifying its sustainability efforts,
addressing ESG challenges like water management,
renewable energy integration, and governance. Following
achievements such as Zero Liquid Discharge (ZLD) at
Chhindwara and significant rainwater harvesting at Vapi,
the company has set 2030 targets. These targets include
a 15% reduction in Scope 1 and 2 GHG emissions from
a 2024-25 baseline, 25% renewable energy adoption,
elimination of waste to landfill, full ZLD at Chhindwara,
single-digit employee turnover, zero workplace fatalities,
40% female representation, and 100% independent
directors on all committees. Progress includes a fully
operational ZLD plant at Chhindwara, 75% wastewater
recycling at Kolhapur, and a 640 kW rooftop solar
installation at Vapi. Energy efficiency improvements
and a reclaimed-packaging program are also in place,
with hazardous waste managed per MPCB and ZDHC
guidelines. These initiatives highlight Raymond Lifestyle’s
dedication to its ESG objectives.

22. DISCLOSURES UNDER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT 2013

In compliance of provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (“POSH Act”) and Rules
framed thereunder, the Company has formulated and
implemented a policy on prevention, prohibition and
redressal of complaints related to sexual harassment of
women at the workplace.

The Company is committed to providing a safe and
conducive work environment to all its employees and
associates. All women employees whether permanent,
temporary or contractual are covered under the above
policy. The said policy has been uploaded on the internal
portal of the Company for information of all employees.
An Internal Complaints Committee (ICC) has been set up
in compliance with the POSH Act. Details of complaints
received during the year under review under POSH Act are
as under:

a. number of complaints filed during the year : Nil

b. number of complaints disposed of during the year :
Nil

c. number of complaints pending as on end of the
financial year : Nil

d. number of complaints pending for more than ninety
days: Nil

23. EMPLOYEE STOCK OPTION SCHEMES (“ESOP
Scheme”)

The Board of Directors, at its meeting held on
May 12, 2025, approved the “Raymond Lifestyle
Employees Stock Option Plan 2025” (the “ESOP
Scheme”). The Company will seek the approval of its
members for the ESOP Scheme at the ensuing Annual
General Meeting.

This ESOP Scheme has been formulated in line with the
Composite Scheme of Arrangement between Raymond
Limited, Raymond Lifestyle Limited, and Ray Global
Consumer Trading Limited. The Composite Scheme
stipulated that option holders under the Raymond
ESOP Scheme 2023 would be entitled to benefits no
less favourable than those available to ESOP holders of
Raymond Limited.

To ensure this continuity of benefit for eligible employees,
the Raymond Lifestyle Employees Stock Option Plan
2025 has been designed to mirror the Raymond ESOP
Scheme 2023. Under the proposed ESOP Scheme,
existing option holders of the Raymond ESOP Scheme
2023 will receive benefits commensurate with the
exchange ratio determined under the Composite Scheme
of Arrangement. Specifically, for every 5 options held in
Raymond Limited, 4 options of Raymond Lifestyle Limited
will be granted to the eligible employees. Furthermore,
the exercise price of these new options will be suitably
adjusted to maintain the same level of benefit entitlement
for the option holders.

24. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Human Resources function is akin to the backbone
of the Company and has fuelled Raymond Lifestyle
Limited’s turnaround by working as a strategic partner
to the business. The technical and quality demands of
the industry combined with our own vision to expand
significantly over the next few years have ensured that we
build an agile, engaged, and energized work force.

At Raymond Lifestyle Limited, we continue to retain focus
on our core values of Trust and Customer Satisfaction
and also ensure employee satisfaction at the same
time. Raymond Leadership Competencies of 'Passion
for Results’, 'Deliver Superior Results Consistently’,
'Demonstrate a Sense of Urgency’ and 'Demand
Accountability and Task Ownership’ helps your Company
to achieve its core objectives of building organizational
capability, skill enhancement and enhancing
competencies.

Various employee-centric interventions like employee-
friendly policies, mental health initiatives and
organisational development through leadership coaching
helps the employees create value and achieve a sense of
satisfaction in what they do. The employees are motivated
through various skill-development, engagement and
voluntary programs. Your company ensures that
employees are aligned with the organizational culture and
values whilst never losing sight of our business objectives.
Technical and safety training programmes are given
periodically to workers.

The Company has a robust performance evaluation
process through which individual goals are aligned to
organizational goals so that the individuals and the
organisation grow in tandem.

During the year under review, the Industrial relations
remained generally cordial.

25. QUALITY AND ACCOLADES

Your Company continues to win awards year-after¬
year, reiterating its credible market position. Some
awards received during FY 2024-25 by the Company, its
subsidiaries are as given below:

• Proximity Based Marketing by E4M Indian Digital
Marketing Awards to Ethnix by Raymond.

• The Great Indian Plant Champion by TransformMedia
to Textile plant, Amravati

• Innovator in Procurement - 13th Edition Procurement
Excellence Summit & Awards 2025 by UBS Forums.

• Preparatory Team - Par Excellence Award by National
Convention on Quality Concepts.

• Strategic Vendor of the Year Award by Tailored
Brands, Inc, New York.

• Gold awards at the 9th edition of ADGULLY by Digixx
Summit & Awards.

• ET Now recognition for Best organisations for women
2025 by Economic Times.

• Retail Icon of the Year at the 9th Edition of the Future
of Retail & E-Commerce Summit 2025 by UBS
Forums.

• India Tax Icon at the 2nd Great Indian Tax Leaders
Summit & Awards 2025 by Transformance.

• Best Digital Marketing Professional by BW Marketing
World.

• Diversity & Inclusion Learning Initiative by ETHR
Future Skills Awards 2025, Economic Times.

• Excellence in Cost Management by Institute of Cost
Accountants of India.

• Most Preferred Workplace 2025 by Marksmen Daily.

• Swachhata Award 2025 by SD Foundation, Arogya
Bharati, and Jalgaon Municipal Corporation.

• Most Trusted Partner by Fashion Factory.

• 30 - Top Most Retail Minds by ASIA - AFRICA - GCC
Retail & Shopping Centre (Congress & Awards).

• Most Trusted Tailored Menswear Brand by TRA’s
Brand Trust Report.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the
operations of the Company, as required under the SEBI
Listing Regulations is provided in a separate section and
forms an integral part of this Report.

27. CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule V of the SEBI
Listing Regulations, a separate section on corporate
governance practices followed by the Company, together
with a certificate from the Company’s Auditors confirming
compliance forms an integral part of this Report.

28. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act
read with Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company in
Form MGT-7 has been placed on the website of the
Company and can be accessed at the following link:
https://raymondlifestyle.com/disclosures/sub annual
reports

29. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Your Company realizes the importance of being
transparent and accountable as an organization, which
in turn, helps in strengthening the trust that stakeholders’
have placed in the Company. We consider disclosure
practice as a strong tool to share strategic developments,
business performance and the overall value generated
for various stakeholder groups over a period of time. In
compliance with Regulation 34 of SEBI Listing Regulations,
the Business Responsibility and Sustainability Report
(“BRSR”) is annexed as Annexure ‘C’ and forms an
integral part of the Director’s Report.

30. INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

A detailed disclosure with regard to the IEPF related
activities undertaken by your Company during the year
under review forms part of the Report on Corporate
Governance.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

No significant and material order has been passed by
the regulators, courts, tribunals impacting the going
concern status and Company’s operations in future. The
Stock Exchanges had levied penalty on the Company for
non-compliance with certain provisions of SEBI Listing
Regulations, details of which are given in the Annual
Secretarial Compliance Report for FY 2024-25.

32. STATUTORY INFORMATION AND OTHER DISCLOSURES

(a) The information on conservation of energy,
technology absorption and foreign exchange
earnings and outgo pursuant to Section 134(3)(m)
of the Act, read with the Rule 8(3) of the Companies
(Accounts) Rules, 2014 is annexed as Annexure ‘D’
and forms an integral part of this Report.

(b) The Disclosure required under Section 197(12) of
the Act read with the Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed as Annexure ‘E’
and forms an integral part of this Report.

(c) A statement comprising the names of top 10
employees in terms of remuneration drawn and
every person employed throughout the year, who
were in receipt of remuneration in terms of Rule
5(2) and Rule 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is annexed as Annexure ‘F’ and forms an
integral part of this annual report. The said Annexure
is not being sent along with this annual report
to the members of the Company in line with the
provisions of Section 136 of the Act. Members who
are interested in obtaining these particulars may
write to the Company Secretary at the Registered
Office of the Company or send an email at
secretarial.lifestyle@raymond.in. The aforesaid
Annexure is also available for inspection by
Members at the Registered Office of the Company,
21 days before and up to the date of the ensuing
Annual General Meeting during the business hours
on working days.

None of the employees listed in the said Annexure
is a relative of any Director of the Company. None of
the employees hold (by himself/herself or along with

his/her spouse and dependent children) more than
two percent of the Equity Shares of the Company.

(d) The Company has not accepted any deposits, within
the meaning of Section 73 of the Act, read with the
Companies (Acceptance of Deposits) Rules, 2014
as amended.

(e) The Company has complied with the provisions of
Maternity Benefit Act, 1961 during the year under
review.

(f) No application has been made under the Insolvency
and Bankruptcy Code. The requirement to disclose
the details of application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with
their status as at the end of the financial year is not
applicable.

(g) The requirement to disclose the details of difference
between amount of the valuation done at the time
of onetime settlement and the valuation done while
taking loan from the Banks or Financial Institutions
along with the reasons thereof, is not applicable.

33. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied
with the applicable Secretarial Standards issued by The
Institute of Company Secretaries of India.

34. CAUTIONARY STATEMENT

Statements in this Directors’ Report and Management
Discussion and Analysis Report describing the Company’s
objectives, projections, estimates, expectations or
predictions may be “forward-looking statements” within
the meaning of applicable securities laws and regulations.
Actual results could differ materially from those expressed
or implied. Important factors that could make difference
to the Company’s operations include raw material
availability and its prices, cyclical demand and pricing in
the Company’s principal markets, changes in Government
regulations, Tax regimes, economic developments within
India and the countries in which the Company conducts
business and other ancillary factors.

35. ACKNOWLEDGEMENT

Your Director wish to place on record deep appreciation,
for the contribution made by the employees at all levels
for their hard work, commitment and dedication towards
the Company. Their enthusiasm and untiring efforts have
enabled to the Company to scale new heights.

Your Director thank the Government of India, the State
Governments and various regulatory authorities for their
co-operation and support to facilitate ease in doing
business.

Your Director also wish to thank its customers, business
associates, distributors, channel partners, suppliers,
investors and bankers for their continued support and
faith reposed in the Company.

For and on behalf of the Board of Directors of
Raymond Lifestyle Limited

Gautam Hari Singhania
Executive Chairman

Mumbai, May 12, 2025 DIN: 00020088