Dear Members,

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

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:

(Rs. in Lakhs)

The Standalone Gross Revenue from continuing operations for FY2024-25 was 609 lakh (Previous Year: 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 Rs. 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 3,104 lakh. The Consolidated Gross Revenue from continuing operations for FY2024-25 was Rs. 1,94,684 lakh (Previous Year: 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 Rs. 16,995 lakh in the previous year to Rs. 12,340 lakh in the current financial year. The Consolidated Profit after Tax stood at Rs. 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 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 Rs. 2 each for every 5 (five) fully paid-up equity share(s) of RL of Rs. 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. 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 eacht 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:

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 Rs. 116.91 crore (Previous Year: Rs. 103.96 crore). EbAL has recorded a Profit after tax of Rs. 0.64 crore (Previous Year: Loss of Rs. 0.17 crore).

Raymond Woollen Outerwear Limited ("RWOL")

During the year under review, the Gross Revenue of RWOL for FY 2024-25 stood at Rs. 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 sizeable domestic market share.

JKFEL reported a standalone Gross Revenue of 473.93 crore for the FY 2024-25 (Previous Year: Rs. 439.63 crore) and the company reported a Profit after Tax of Rs. 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: Rs. 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 Rs. 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 Rs. 985.30 crore for the FY 2024-25 (Previous Year: Rs. 934.81 crore). The company earned a Profit after Tax of Rs. 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 Rs. 32.78 crore

Profiafter (PreviousYear: Rs. 27.88crore).JKTLreporteda tax of Rs. 0.28 crore during FY2024-25 (Previous Year: Loss of 0.65 crore).

Scissors Engineering Products Limited ("SEPL")

SEPL registered a Gross Revenue of Rs. 0.01 crore during FY 2024-25 (Previous Year: Rs. 0.009 crore). The company incurred a Loss of Rs. 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 Rs. 567.30 crore during FY 2024-25 (Previous Year: Rs. 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 Rs. 0.09 crore during the year under review (Previous Year: loss after tax of Rs. 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 Rs. 560.70 crore during the with aFY 2024-25 (Previous Year: Rs. 0.15 crore). The company earned a Profit after Tax of Rs. 18.13 crore during the year under review (Previous Year loss: Rs. 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 Rs. 6.59 crore (Previous Year: Rs. 3.59 crore) and the Profit Rs. 0.03 crore during the after Tax stood at year under review (Previous year loss: Rs. 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 Rs. 0.001 crore (Previous Year: Nil) and the loss after tax stood at Rs. 0.02 crore during the year under review (Previous Year Loss: Rs. 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 Rs. 0.28 crore during the year under review (Previous Year Loss: Rs. 0.001 crore).

Pashmina Holdings Limited ("PHL")

PHL registered a Gross Revenue of Rs. 0.34 crore for the FY

2024-25 (Previous Year: Rs. 0.31 crore). The company has earned a Profit after tax of` 0.26 crore during the year under review (Previous Year: Profit of Rs. 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 Rs. 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 Rs. 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 Rs. 955 crore (Previous Year: Rs. 790 crore). On a Standalone basis, RUCO has registered a Loss after tax of Rs. 77.86 crore (Previous Year: Loss of Rs. 107.29 crore). On Consolidated basis, RUCO has registered a Loss after tax of Rs. 79.72 crore (Previous Year: Loss of Rs. 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 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.

The Policy has been uploaded on the website of the Company and the same can be accessed at https://api.raymond. in/uploads/investor/1740995972632Material%20 Subsidiary%20Policy%20.pdf

13. 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 confirmedthat they are not aware of any circumstances or situation which exists or may be reasonably t: 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 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 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 as a Material appointed as an Executive Director w.e.f. September Subsidiary of the 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 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 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%20Policy.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 officefrom the conclusion of the 97 th AGM of the Company till the conclusion of the 102nd 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 under review.

Your Company has effective 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. 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 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 financialduringtheyear information post the aforesaid remediation activities has not been affected as a result of the incident.

The Company continues to strengthen its cybersecurity controls and risk-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 The Audit Directors, employees and business associates who report Committee 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 and is presented before the Audit Committee, on a quarterly corrective 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 affirmsthat no personnel has been denied access to the Audit Committee.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the FY2024-25, the Company has spent 7.40 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.

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

("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 Rs. 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 ate from the Secretarial certific SBEB Regulations"). The 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 16th 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.

("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 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.