Your Directors are pleased to present the Hundredth Annual Report on the business and operations of the Company ('Raymond
Limited’ or 'RL’) 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 was incorporated in 1925 and has thereafter transformed from being an Indian textile player to a large, diversified
group with leadership position in Textile and Apparel sectors and enjoys a formidable position across industries such as
Engineering and Real Estate.

With a strong financial performance during FY2024-25 by all the businesses in the Raymond Group and purposeful strides on
strategic milestones, the Company is making steady progress towards its objective of value creation for all stakeholders.

The demerger of Lifestyle and Real Estate business has enabled focused approach and resulted in shareholder value creation.
The Company is exploring newer avenues to continue to enhance shareholder value.

The Company’s lifestyle business was demerged into Raymond Lifestyle Limited which was listed on BSE Limited and National
Stock Exchange of India Limited (“Stock Exchanges”) on September 5, 2024. The Company’s Real Estate Business was
demerged into Raymond Realty Limited and is expected to be listed soon. Post demerger of Lifestyle and Real Estate business,
the Company holds Engineering business through wholly owned subsidiary and Denim business through a joint venture
company.

2. FINANCIAL SUMMARY AND STATE OF COMPANY AFFAIRS

A summary of your Company’s financial results from continuing operations for the FY2024-25 is as under:

The Standalone Gross Revenue from continuing operations
for FY2024-25 was T 609 lakh (Previous Year: T 821 lakh)
registering a degrowth of 25.82% over previous year. The
Operating Profit increased by 16.76% from ' 7,076 lakh
in the previous year to ' 8,262 lakh in the current year.
The Net Profit for the year stood at ' 3,594 lakh, higher by
15.82% over previous year Profit of T 3,104 lakh.

The Consolidated Gross Revenue from continuing
operations for FY2024-25 was ' 1,94,684 lakh (Previous
Year: T 97,257 lakh) registering a growth of almost 100%
over previous year. The increase in revenue is on account
of acquisition of Maini Precision Products Limited. The
Consolidated Operating Profit decreased by 27.39% from
' 16,995 lakh in the previous year to ' 12,340 lakh in the
current financial year. The Consolidated Profit after Tax
stood at ' 5,202 lakh, lower by 4.15% over previous year
profit of ' 5,427 lakh.

There are no material changes or commitments affecting
the financial position of the Company which have occurred

between the end of the financial year and the date of this
Report except those which are disclosed in this Report.
There were no material events that had an impact on the
affairs of your Company. The changes in the nature of your
Company’s businesses are elaborated under point no. 5 of
this report.

3. SHARE CAPITAL

The paid-up Equity Share Capital as at March 31, 2025
stood at T 66.57 crore. There was no change in the paid-up
share capital during the year under review. The Company
does not have any outstanding paid-up preference share
capital as on the date of this Report.

During the year under review, the Company has not
issued any shares with differential voting rights or sweat
equity or warrants. As on March 31, 2025, none of the
Directors of the Company, except for Mr. Harmohan Sahni,
Executive Director, holds instruments convertible into
Equity Shares of the Company. Mr. Harmohan Sahni holds

88,110 stock options under Raymond Limited ESOP
Scheme.

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

During the year under review, 22,443 stock options were
granted and 1,89,915 stock options were lapsed/forfeited
due to resignation. Further, 7,33,473 stock options were
active as on March 31,2025.

4. DIVIDEND AND RESERVES

Post demerger of Lifestyle and Real Estate business, the
Company is a holding company for Engineering business
and holds the Denim business through a joint venture
company. Apart from that there are aviation operations
at a small scale and the Company also holds significant
investments.

In order to conserve the resources for growth, the Board
of Directors have decided not to recommend any Dividend
on the Equity Shares of the Company for the Financial Year
ended March 31, 2025. The Board of Directors does not
recommend to transfer any amount to the Reserves.

The Dividend Distribution Policy, in terms of Regulation
43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”) is available on the
Company’s website at https://api.raymond.in/uploads/
investor/1662102247469Dividend%20Distribution%20
Policy.pdf

5. SCHEME OF ARRANGEMENT

Scheme for demerger of Real Estate Business

The Board of the Company at its meeting held on July 4,
2024 had approved the Scheme of Arrangement between
Raymond Limited (“RL”) and Raymond Realty Limited
(“RRL”) and their respective shareholders (“the Scheme”).
The Scheme inter alia provided for demerger of Real Estate
business of the Company into Raymond Realty Limited and
issuance of equity shares of RRL to all the shareholders of
RL.

As contemplated in the Scheme, equity shareholders of
Raymond Limited as on the Record date i.e. May 14, 2025
will be allotted equity shares of Raymond Realty Limited
in the ratio 1:1. Thereafter, Raymond Realty Limited will
get listed on the Stock Exchanges viz; BSE Limited and
National Stock Exchange of India Limited.

Composite Scheme for demerger of Lifestyle Business
The Board of the Company at its meeting held on April 27,
2023 approved the Composite Scheme of Arrangement
between Raymond Limited and Raymond Lifestyle Limited
(“RLL”) (formerly known as Raymond Consumer Care
Limited) and Ray Global Consumer Trading Limited and
their respective shareholders (“Composite Scheme”).

The Composite Scheme inter alia provided for:

- Demerger of the lifestyle business from Raymond
Limited (“RL”) and the lifestyle business carried out

through subsidiaries of RL along with its strategic
investment in Ray Global Consumer Trading Limited
(“RGCTL”) into RLL and issuance of equity shares of
RLL to all the shareholders of RL through Composite
Scheme of Arrangement (“Demerger”); and
- Amalgamation of RGCTL with RLL along with the
consequential reduction and cancellation of the
paid-up share capital of RLL held by RGCTL.

The Hon’ble National Company Law Tribunal
(“NCLT”) vide its Order dated June 21, 2024 had
approved the Composite Scheme. In terms of the
Composite Scheme, each equity shareholder of
RL as on the Record Date, i.e., July 11, 2024, was
allotted 4 (four) fully paid-up equity share(s) of RLL
of '2 each for every 5 (five) fully paid-up equity
share(s) of RL of ' 10 each.

Thereafter, post completion of necessary
formalities, RLL was listed on the Stock Exchanges
viz; National Stock Exchange of India Limited and
BSE Limited on September 5, 2024.

Composite Scheme for consolidation of Engineering
Business between subsidiary companies
The Board of Directors of JK Files & Engineering Limited
(“JKFEL”), wholly owned subsidiary of the Company, Ring
Plus Aqua Limited (“RPAL”) and Maini Precision Products
Limited (“MPPL”) at their respective board meetings held
on November 2, 2023 had approved consolidation of
engineering business into JK Maini Precision Technology
Limited (“JKMPTL”), newly incorporated wholly owned
subsidiary of Raymond Limited by way of a Composite
Scheme of Arrangement between JKFEL, RPAL, MPPL and
JKMPTL and their respective shareholders.

Thereafter, the Composite Scheme of arrangement
for consolidation of Engineering Business was further
amended by the Board of Directors of respective subsidiary
companies at their meetings held in the month of May,
2024. The amended Scheme envisages demerger of
aerospace and defence business of JKMPTL into JK Maini
Global Aerospace Limited, a wholly owned subsidiary of
the Company.

The companies involved in the Scheme have completed
the necessary statutory formalities and the final Order
of Hon’ble National Company Law Tribunal is expected
soon.

6. MATERIAL TRANSACTIONS POST THE CLOSURE OF
FINANCIAL YEAR

The appointed date for Scheme of Arrangement between
Raymond Limited and Raymond Realty Limited was
April 1, 2025. The Company had received Certified
Copy of Order on April 8, 2025 and the same was filed
with the Registrar of Companies on April 30, 2025.
Accordingly, the Scheme was made effective from April
30, 2025. The Financial Statements have been prepared

considering Lifestyle Business and Real Estate Business
as discontinued operations.

7. DEBT SECURITIES & CREDIT RATING

The Composite Scheme of Arrangement for demerger of
Lifestyle Business from the Company to RLL was made
effective on June 30, 2024. As part of the Composite
Scheme, all the outstanding Non-Convertible Debentures
(“NCDs”) issued by Raymond Limited were transferred to
Raymond Lifestyle Limited during the year.

Accordingly, the Company does not have any outstanding
NCDs as on March 31,2025.

8. 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 subjected 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 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.

9. RELATED PARTY TRANSACTIONS

The Company undertakes related party transactions
with its subsidiaries and group companies engaged in
manufacturing and trading of textiles, branded apparel,
garmenting, real estate and engineering business.

The Audit Committee approves all the Related Party
Transactions in compliance with the provisions of the
Act and SEBI Listing Regulations. Omnibus approval is
obtained on a yearly basis and as and when any increase
in limit is required 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 in terms of Section 188 of the Act 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 entered during the year under review

with the Promoters, Directors or Key Managerial Personnel
of the Company.

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 framework
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 by 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 report 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 provisions relating
to related party transactions under the SEBI Listing
Regulations were amended during the year. In order to
align the Policy with the said amendments, the Board
of Directors at their meeting held on January 29, 2025
had amended the Policy on dealing with Related Party
Transactions.

The policy is available on the website of the Company
and can be accessed at the link https://api.raymond.in/
uploads/investor/1740996002854Related%20Party%20
Transaction%20Policy.pdf.

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

10. 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.

11. PERFORMANCE OF SUBSIDIARIES

During the year under review, the lifestyle business of the
Company along with investment in subsidiaries carrying
on lifestyle business was transferred to Raymond Lifestyle
Limited as part of the Composite Scheme of Arrangement.
Accordingly, the following companies ceased to be
subsidiaries of the Company during the year:

1. Raymond Luxury Cottons Limited

2. Silver Spark Apparel Limited

3. Celebrations Apparel Limited

4. Silver Spark Middle East, FZE

5. Silver Spark Apparel Ethiopia PLC

6. Raymond America Apparel Inc., USA

7. R&A Logistics Inc., USA

8. Raymond (Europe) Limited

9. Jaykay Org AG, Switzerland

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 copy of
the same. The separate audited financial statements in
respect of each of the subsidiaries are also available on
the website of the Company at www.raymond.in.

The performance in brief for the major subsidiaries and
joint venture company is given hereunder:

Subsidiaries

Everblue Apparel Limited (“EbAL”)

EbAL has a world-class denim-wear facility offering
seamless denim garmenting solutions. The Revenue from
operations of EbAL for FY2024-25 stood at ' 116.91 crore
(Previous Year: ' 103.96 crore). EbAL has recorded a Profit
after tax of ' 0.64 crore (Previous Year: Loss of ' 0.17
crore).

Raymond Woollen Outerwear Limited (“RWOL”)

During the year under review, the Gross Revenue of RWOL
for FY 2024-25 stood at ' 0.11 crore (previous year:
' 0.11 crore). RWOL earned Profit after tax of ' 0.10 crore
(Previous Year: Profit of ?0.09 crore).

JK Files & Engineering Limited (“JKFEL”) (Formerly
known as JK Files (India) Limited)

JK Files & Engineering Limited manufactures steel files &
cutting tools and markets hand tools & power tools. It is
the leading manufacturer of steel files in the world with a
sizeable domestic market share.

JKFEL reported a standalone Gross Revenue of ? 473.93
crore for the FY 2024-25 (Previous Year: ' 439.63 crore)
and the company reported a Profit after Tax of ' 12.25
crore during the year under review (Previous Year Loss:
' 3.99 crore).

JKFEL reported a Consolidated Gross Revenue of
' 1843.24 crore for the FY2024-25 (Previous Year: ' 873.72
crore). JKFEL registered a consolidated Profit after Tax of
' 27.03 crore (Previous Year: Profit of ' 46.82 crore).

Ring Plus Aqua Limited (“RPAL”)

RPAL manufactures high quality Ring Gears, Flex-plates
and Water-pump bearings. The Gross Revenue of RPAL
for the FY2024-25 stood at ' 429.06 crore (Previous Year:
' 441.50 crore). During the year under review, RPAL has
made a Profit after tax of ? 5.63 crore (Previous Year: Profit
of ? 51.47 crore).

Maini Precision Products Limited (“MPPL”)

MPPL registered a Gross Revenue of ' 985.30 crore for the
FY 2024-25 (Previous Year: ' 934.81 crore). The company
earned a Profit after Tax of ' 42.81 crore during the year
under review (Previous Year Profit: ' 60.47 crore).

JK Talabot Limited (“JKTL”)

JKTL manufactures files and rasps. During FY 2024-25,
the Gross Revenue of this company stood at ' 32.78 crore

(Previous Year: ' 27.88 crore). JKTL reported a Profit after
tax of ' 0.28 crore during FY2024-25 (Previous Year: Loss
of ? 0.65 crore).

Scissors Engineering Products Limited (“SEPL”)

SEPL registered a Gross Revenue of ' 0.01 crore during
FY 2024-25 (Previous Year: ' 0.009 crore). The company
incurred a Loss of ' 0.007 crore during the year under
review (Previous Year: Loss of ? 0.005 crore).

Raymond Realty Limited (“RRL”) (formerly known as
Raymond Lifestyle Limited)

On a consolidated basis RRL registered a Gross Revenue
of ' 567.30 crore during FY 2024-25 (Previous Year: ' 4.43
crore) and the company earned a Profit after Tax of ' 17.77
crore during the year under review (Previous Year: Loss of
' 44.30 crore).

On a Standalone basis RRL’s Gross Revenue for FY 2024¬
25 was Nil (Previous Year: 0.68) and the company incurred
a Loss after Tax of ' 0.09 crore during the year under review
(Previous Year: loss after tax of ' 0.34 crore).

Ten X Realty Limited (“TRL”)

TRL is a step-down wholly owned subsidiary of Raymond
Limited, incorporated on December 24, 2021 as a
wholly-owned subsidiary of Raymond Realty Limited.
The business of joint development (JD) of realty projects
outside Thane within MMRDA and Navi Mumbai region has
been undertaken by TRL. During the year under review, TRL
registered a Gross Revenue of ' 560.70 crore during the
FY 2024-25 (Previous Year: ' 0.15 crore). The company
earned a Profit after Tax of ' 18.13 crore during the year
under review (Previous Year loss: ' 43.71 crore).

Rayzone Property Services Limited (“RPSL”)

RPSL was incorporated on November 11, 2022 with an
object to provide Facilities Management Services to
residential as well as commercial and corporate sector.
During the year under review, the RPSL registered a Gross
Revenue of ' 6.59 crore (Previous Year: ' 3.59 crore) and
the Profit after Tax stood at ' 0.03 crore during the year
under review (Previous year loss: ' 0.23 crore).

Ten X Realty East Limited (“TXREL”)

Ten X Realty East Limited ('Ten X East’) is a wholly owned
subsidiary of RRL, incorporated on December 20, 2023,
and engaged in real estate business. The Gross Revenue
for FY 2024-2025 was ' 0.001 crore (Previous Year: Nil)
and the loss after tax stood at ' 0.02 crore during the year
under review (Previous Year Loss: ' 0.001 crore).

Ten X Realty West limited (“TXRWL”)

Ten X Realty West Limited ('Ten X West’) is a wholly owned
subsidiary of RRL, incorporated on January 3, 2024, which
is engaged in real estate business. The company incurred
a loss after tax of ' 0.28 crore during the year under review
(Previous Year Loss: ' 0.001 crore).

Pashmina Holdings Limited (“PHL”)

PHL registered a Gross Revenue of ' 0.34 crore for the FY
2024-25 (Previous Year: ' 0.31 crore). The company has

earned a Profit after tax of ' 0.26 crore during the year
under review (Previous Year: Profit of ' 0.25 crore).

JK Maini Precision Technology Limited (“JKMPTL”)
(formerly known as JKFEL Tools and Technologies
Limited)

JKMPTL is yet to commence business operations. The
company incurred a loss of ' 0.02 crore during the year
under review.

JK Maini Global Aerospace Limited (“JKMGAL”)
(formerly known as Ray Global Consumer Enterprises
Limited)

JKMGAL is yet to commence business operations. The
company incurred a loss of ' 0.05 crore during the year
under review.

Raymond Lifestyle (Bangladesh) Private Limited
(“RLBPL”)

RLBPL was wound up during the year under review without
commencing any business activities.

Raymond UCO Denim Private Limited (“RUCO”)

RUCO is a 50:50 JV company between Raymond Limited
and UCO Denim Belgium.

RUCO is engaged in the business of manufacturing and
marketing of denim fabrics and garments for both the
domestic and international markets. In FY2024-25, Gross
Revenue from Indian operations was ' 955 crore (Previous
Year: ' 790 crore). On a Standalone basis, RUCO has
registered a Loss after tax of ' 77.86 crore (Previous Year:
Loss of ' 107.29 crore). On Consolidated basis, RUCO has
registered a Loss after tax of ' 79.72 crore (Previous Year:
Loss of ' 110.01 crore).

12. MATERIAL SUBSIDIARY

Considering the criteria mentioned in Regulation 16 of
the SEBI Listing Regulations, none of the subsidiaries
of the Company qualifies as a Material Subsidiary of the
Company for FY2024-25.

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 Board of Directors at their meeting held on
January 29, 2025 have amended the policy to align it with
the provisions of SEBI Listing Regulations.
ThePoLicyhasbeenupLoadedonthewebsiteoftheCompany
and the same can be accessed at https://api.raymond.
in/uploads/investor/1740995972632Material%20
Subsidiary%20Policy%20.pdf

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

AIL 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, 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 - Chairman and
Managing Director,

2. Mr. Amit Agarwal - Chief Financial Officer, and

3. Mr. Rakesh Darji - Company Secretary.

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

1. Mr. Harmohan Sahni (DIN: 00046068) was
appointed as an Executive Director w.e.f. September
1,2024;

2. Mrs. Rashmi Mundada (DIN: 08086902) was
appointed as an Additional Independent Woman
Director w.e.f. March 28, 2025;

3. Mrs. Mukeeta Jhaveri (DIN: 00709997), Independent
Woman Director retired from her office on account
of completion of her tenure w.e.f. July 31,2024;

4. Mr. S.L. Pokharna (DIN: 01289850), resigned as a
Non-Executive Director effective from September 3,
2024 on account of demerger of Lifestyle business
consequent to Composite Scheme of Arrangement;
and

5. Mrs. Nawaz Singhania (DIN: 00863174) tendered
her resignation as a Non-Executive Director w.e.f.
March 19, 2025 due to personal reasons.

14. 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
judgments 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 Profit of the Company for the year ended on
that date;

c) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting
fraud and other 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.

15. 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, 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, of Committees of
the Board and of 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 judgment, safeguarding
the interest of the Company and its minority shareholders
etc.

The Independent Directors of the Company met on March
22, 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 Chairman and 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 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.

16. NOMINATION, REMUNERATION AND BOARD
DIVERSITY POLICY

The Board of Directors have framed a Nomination,
Remuneration and Board Diversity policy which lays down
a framework for 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 Nomination, Remuneration and Board
Diversity Policy is available on the Company’s
website viz. https://api.raymond.in/uploads/

investor/1657804140334Nomination%20and%20
Remuneration%20Po[icy.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.

17. MEETINGS OF THE BOARD AND ITS 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, approval of the Board/Committee is taken by
passing resolutions through circulation, as permitted by
law, which are noted in the subsequent Board/ Committee
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 issued by The Institute of Company Secretaries
of India on Board meetings.

The Board met 10 (Ten) times during the year under review
and have accepted all recommendations made to it by its
various Committees.

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

18. 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) Committee of Directors
(Stakeholders’ Relationship Committee)

d) Corporate Social Responsibility Committee

e) Risk Management & ESG Committee

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

19. AUDITORS & REPORTS OF THE AUDITORS

a) Statutory Auditor

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 July 14, 2022 to hold
office from the conclusion of the 97^th AGM of the
Company till the conclusion of the 102^nd AGM at a
remuneration mutually agreed upon by the Board of
Directors and the Statutory Auditors.

The Statutory Auditor’s 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.

During the year under review, there were no
instances of fraud which required the Statutory

Auditors to report it to the Central Government
under Section 143(12) of Act and Rules framed
thereunder. The Company has investigated and
taken appropriate action against all incidents
reported and continuously works on improving the
internal controls.

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,
as on March 31,2025, your Company was required
to maintain cost records and accordingly, such
accounts are prepared and records have been
maintained for the Company’s Real Estate Division.
Prior to demerger of lifestyle business, the Textile
business also formed a part of the Company and
accordingly, the Cost Audit Report for the year
ended March 31,2024 for the Textile and Real Estate
Division was filed with the Central Government
within the prescribed time.

Consequent to demerger of Real Estate business to
Raymond Realty Limited, the Company is no longer
required to maintain cost records and accordingly,
your Company has not appointed Cost Auditor for
FY 2025-26.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the
Act and rules made thereunder, the Company
had appointed M/s. DM & Associates Company
Secretaries LLP, Practicing Company Secretaries
(ICSI unique code - L2017MH003500) to undertake
the Secretarial Audit of the Company for the FY2024-
25 and to issue the Annual Secretarial Compliance
report. The Secretarial Audit Report and Annual
Secretarial Compliance Report for the FY2024-25,
contains observations which are self explanatory
and no further explanation/justification is required
from the management.

The Secretarial Audit Report for FY2024-25 is
annexed as Annexure ‘A’ and forms an integral part
of this Report.

Pursuant to Regulation 24A of SEBI Listing

Regulations read with SEBI Master Circular No.
SEBI/HO/CFD/PoD2/CIR/P/0155 dated November
11, 2024, the Annual Secretarial Compliance
Report of the Company is uploaded on the website
of the Company i.e. https://www.raymond.in/
investor/disclosures-under-regulation-46-of-the-
lodr/annual-reports/annual-reports

Pursuant to Regulation 24A of SEBI Listing

Regulations, the Board of Directors at their
meeting held on May 12, 2025, subject to
approval of the shareholders at the ensuing
Annual General Meeting, have appointed
M/s. DM & Associates Company Secretaries LLP,

(ICSI unique code - L2017MH003500) as the
Secretarial Auditor for a term of five (5) years
commencing from FY 2025-26 at a remuneration
to be mutually decided between the Company
Secretary and Secretarial Auditors with power to the
Board of Directors to increase the remuneration by
5% to 10% annually.

20. 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 effective internal controls 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
reviews 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 & ESG 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 its 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. Also, the Company promptly took
steps to contain and remediate the impact of the incident
and short-term goals were agreed and implemented. The
Company implemented alternate controls and conducted
containment, evaluation, restoration, and remediation
activities as part of its response to the cyberattack with
the assistance of external cybersecurity and information
technology specialists. The Company has assessed and
concluded that the accuracy and completeness of the
financial information post the aforesaid remediation
activities has not been affected as a result of the incident.
The Company continues to strengthen its cybersecurity
infrastructure and is in the process of implementing
certain long-term measures including improvements to its
cyber and data security systems to safeguard against such
risks in future.

21. 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 conduct its business in accordance with the highest
standards of professionalism and ethical conduct in line
with the best governance practices.

In order to protect the identity of whistle blower, the
Company has engaged the services of M/s. KPMG Advisory
Services Private Limited to handle complaints received
by the Company. They have provided a platform through
which any person can anonymously report their complaint.
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.

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.

A report indicating the number of cases reported,
investigations conducted including the status update
is presented before the Audit Committee, on a quarterly
basis. All incidents that are reported and found fit for
further investigation 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://api.raymond.in/uploads/
investor/1709184777212Whistle%20Blower%20Policy.
pdf.

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

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the FY2024-25, the Company has spent T7.40
crore towards CSR activities as approved by the CSR
Committee and the Board of Directors, from time to time.
The CSR initiatives of the Company were primarily under
the thrust areas of promoting education and livelihood
enhancement.

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 Company’s website at
api.raymond.in/uploads/investor/1657802396163CSR
Policy.pdf

For details regarding the composition and terms of
reference of CSR Committee, please refer to the Corporate
Governance Report, which is a part of this report.

23. ENVIRONMENT, HEALTH AND SAFETY

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.

At the core of Company’s vision is a strong commitment to
responsible growth and environmental stewardship. Over
the past year, Company has accelerated its sustainability
efforts enhancing safety, fostering inclusivity, and
expanding green initiatives. The Company is proud to
report zero on-site fatalities and notable progress in gender
diversity, reflecting our focus on safety and equity. The
Company has increased green cover, planted thousands
of trees, and invested in sustainable infrastructure
rainwater harvesting, sewage treatment, and waste-to-
compost systems while integrating solar and water saving
technologies across our sites. These steps are part of
Company’s continuous improvement strategy, aligned
with our ESG goals.

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

In compliance with the 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 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 of sexual harassment
received during the financial year: 1

b. number of complaints disposed of during the
financial year: 1

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

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

25. RAYMOND EMPLOYEES STOCK OPTION PLAN 2024
(“ESOP SCHEME”)

The Board of Directors of your Company at their meeting
held on February 17, 2023 approved the Raymond
Employees Stock Option Plan 2023. The ESOP Scheme
was approved by the Members through Postal Ballot on
March 27, 2023.

The Scheme was introduced by the Company in order
to attract and retain talent, create a sense of ownership
among the eligible employees and to align their medium
and long-term compensation with the Company’s
performance.

During the year under review, some of the option grantees
were transferred to Raymond Lifestyle Limited (“RLL”)
consequent to Composite Scheme of Arrangement for
Demerger of Lifestyle Business. To compensate the option
holders for decrease in market price of Raymond Limited
due to demerger of Lifestyle Business, the Nomination
and Remuneration Committee at its meeting held on
May 12, 2025 has suitably adjusted the exercise price
for stock options to ' 781.95 per option. Further, in
accordance with the Composite Scheme Arrangement,
the Board of Directors of RLL have approved an ESOP
Scheme wherein the option holders will be granted
options in RLL in the same ratio as shares were allotted
to the shareholders of Raymond Limited pursuant to the
said scheme.

The ESOP Scheme has been implemented in accordance
with the provisions of the Act and SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021 (including any statutory modification(s) and/or re-
enactment(s) thereof for the time being in force) (“SEBI
SBEB Regulations”). The certificate from the Secretarial
Auditor on the implementation of the ESOP Scheme in
accordance with the SEBI SBEB Regulations and the
resolution passed by the members of the Company,
has been uploaded on the website of the Company at

https://www.raymond.in/investor/disclosures-under-

regulation-46-of-the-lodr/annual-reports/annual-reports

The details of the stock options granted under the ESOP
Scheme and the disclosures in compliance with SEBI SBEB
Regulations are available on the website of the Company
at https://www.raymond.in/investor/disclosures-under-
regulation-46-of-the-lodr/annual-reports/annual-reports

26. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Robust people practices continue to drive Raymond’s
transformation journey. Your company built next-level
practices to increase performance standards through goal
audits and continuous feedback mechanism.

Your company successfully completed the Leadership
Development Program which resulted in substantial cost
savings and efficiency. In addition, the participants of this
development program were mapped to critical succession
roles, given increased responsibilities, and promoted. The
program was delivered in collaboration with top notch
Indian management institute. In sum, these initiatives
helped curtail attrition significantly. A differentiated
compensation philosophy was implemented to
benchmark and pay critical talent competitively. An
organization-wide socialization and cascade of Raymond
Leadership Competencies helped improve the rigor in
talent assessment for hiring, promotion, and succession.
To enable a technology driven Human Resource, R-Space
2.0 was launched this year. This led to an increased
adoption through ease of access and awareness of
features. Your Company took focused initiatives to build
synergies between the Raymond Group and the newly
acquired entity, Maini Precision Products Limited through
strategic alignment of processes and systems.

During the year under review, the industrial relations
remained cordial and peaceful.

27. QUALITY AND ACCOLADES

Your Company continues to win awards year-after-year,
reiterating its credible market position. Some awards
received during FY2024-25 by the Company are as given
below:

1. Raymond Realty’s TenX Habitat Project has won 2^nd
prize in the High Rise Structure category at the ACI
Excellence in Concrete Construction Awards 2024.

2. Developer of The Year at the 16^th Realty Conclave
& Excellence Awards 2024 (West).

3. Raymond Realty - Women Brigade was awarded
Excellence in innovation & inclusion by Mid-Day
Real Estate & Infrastructure Icons 2024.

4. Iconic Residential Developer of the Year & Iconic
Marketed Project for the Year - The Address By GS
by Times Real Estate Conclave.

5. FSBI recognizes Raymond Realty’s TenX Habitat
for leading in construction safety with passive fire
products.

6. Emerging Developer of the Year (National) at The
Economic Times Real Estate Awards 2024.

7. Big Impact Awards 2024 - Ultra Luxury Project of the
Year from Big FM for project Invictus by GS.

8. Design Innovation and Operational Excellence
Award for Residential Projects at the Society
Interiors Design Competition & Awards 2024.

9. Iconic Marketed Project and Iconic Project of the
Year at Times Real Estate Conclave Awards 2024.

10. Honoured to be acknowledged by ET Now as one of
the Best Organization for Women 2024.

11. Raymond Realty: Achieves the Fastest- Growing
Realty Brand in India.

28. 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.

29. 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 Secretarial Auditors
confirming compliance forms an integral part of this
Report.

30. 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 Company’s website and
can be accessed at the following link: https://www.
raymond.in/investor/disclosures-under-regulation-46-of-
the-lodr/annual-reports/annual-reports

31. 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 Listing Regulations, the Business
Responsibility and Sustainability Report (“BRSR”) is
annexed as Annexure ‘C’ and forms an integral part of this
Report.

32. 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.

33. 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. Details of
minor delays in reporting to the Stock Exchanges and fine
paid by the Company forms part of the Secretarial Audit
Report.

34. 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 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
corp.secretarial@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 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
one-time settlement and the valuation done while
taking loan from the Banks or Financial Institutions
along with the reasons thereof, is not applicable.

35. 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.

36. 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.

37. ACKNOWLEDGEMENT

Your Directors wish to place on record deep sense of
appreciation to the employees for their contribution and
services. Company’s consistent growth has been possible
by their hard work, solidarity, co-operation and dedication
during the year.

Your Directors thank the Government of India, the State
Governments, Stock Exchanges, SEBI, NCLT, Regional
Director and various other statutory and regulatory
authorities for their co-operation and support to facilitate
ease in doing business. Your Directors 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 Limited

Gautam Hari Singhania

Chairman and Managing Director

Mumbai, May 12, 2025 DIN: 00020088