Directors Report of Raymond Ltd.

Mar 31, 2025

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:

Continuing operations	Standalone		Consolidated
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from operations	609	821	1,94,684	97,257
Other income	18,426	16,540	15,840	16,460
Operating Profit / (Loss) before exceptional items	8,262	7,076	12,340	16,995
Exceptional items	(3,293)	(2,900)	-	(3,401)
Tax Expenses / Credit (Incl. Deferred Tax)	(1,375)	(1,073)	(2,632)	(2,448)
Share in loss of Associates & Joint Ventures, net of tax	-	-	(4,506)	(5,719)
Profit after Tax	3,594	3,104	5,202	5,427

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
[e-mail]. 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

---

Mar 31, 2024

The Directors are pleased to present the Ninety-Ninth 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 31,2024 (“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 FY2023-24 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 business continues to build capacities for enhanced performance and delivery across verticals with innovative products and services as well as technology adoption that includes digitisation and automation. As the inevitable march of technology continues, the Company has positioned itself at the forefront of this movement to enable futuristic growth and sustained value creation backed by future-ready eco-systems, AI, machine learning, advanced analytics, and more.

The ongoing demerger of lifestyle business will enable us to unlock the potential of the Lifestyle Business through a new listed entity with existing business of Branded Textile, Branded Apparel & Garmenting. The Company is exploring newer avenues to continue to enhance shareholder value. With this objective, the Company has forayed into sunrise sectors of Aerospace, Defense and EV components business.

The Indian economy is expected to continue its journey of growth, with key demand driver being its growing population of young and aspiring professionals. This presents an opportunity for the Raymond Group as the Company has aggressively expanded its retail network across the country.

During the year, the Company’s Real Estate business delivered stellar performance showing customer confidence and acceptance of Company’s high-quality product coupled with a fast-paced construction momentum in the ongoing projects. The first 3 towers of the Company’s project - TenX Habitat were delivered 2 years ahead of RERA timeline which helped build customer confidence and trust in the Company. In a bid to expand the Real Estate business, the Company has adopted the strategy of Joint Development Model and the Company’s first JDA project in Bandra, Mumbai has witnessed strong booking momentum, which demonstrates our capability and trust built with the customers.

2. FINANCIAL SUMMARY AND STATE OF COMPANY AFFAIRS

A summary of your Company’s financial results for the FY2023-24 is as under:

(Rs. in Crore)
Particulars	Standalone		Consolidated
	March 31,2024	March 31,2023	March 31,2024	March 31,2023
Revenue from operations	6593.32	5779.56	9019.51	8214.72
Operating Profit / (Loss)	741.35	662.07	915.70	829.06
Tax Expenses / Credit (Incl. Deferred Tax)	(176.49)	(150.44)	(222.67)	(200.35)
Minority Interest and Share in Profit of Associates & Joint Ventures	-	-	5.30	7.79
Profit after Tax	526.67	410.46	1643.07	536.96

The Standalone Gross Revenue from operations for FY2023-24 was H 6593.32 crore (Previous Year: H 5779.56 crore) registering a growth of 14% over previous year. The Operating Profit increased by 12% from H 662.07 crore in the previous year to H 741.35 crore in the current year. The Net Profit for the year stood at H 526.67 crore, higher by 28% over previous year Profit of H 410.46 crore.

The Consolidated Gross Revenue from operations for FY2023-24 was H 9019.51 crore (Previous Year: H 8214.72 crore) registering a growth of 10% over previous year. The Consolidated Operating Profit increased by 10% from H 829.06 crore in the previous year to H 915.70 crore in the current financial year. The Consolidated Profit after tax

stood at H 1643.07 crore, higher by 205% over previous year profit of H 536.96 crore.

The Standalone Segment Revenue from operations for FY2023-24 (a) Textile: Branded Fabric was H 3443.26 crore (Previous Year: H 3360.40 crore), (b) Real Estate and Development of property H 1592.65 crore (Previous Year:

H 1115.14 crore).

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.

There is no change in the nature of your Company’s existing business during the year under review. The Company has acquired Engineering and Aerospace business through its subsidiary companies during FY2023-24. Further, the FMCG business of Raymond Lifestyle Limited (formerly known as Raymond Consumer Care Limited), an associate company was sold for a total consideration of H 2,825 crore during the year under review.

3. SHARE CAPITAL

The paid-up Equity Share Capital as at March 31,2024 stood at H 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 31,2024, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

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

During the year under review, 14,02,886 stock options were granted and 9,00,945 stock options were active as on March 31,2024.

4. DIVIDEND AND RESERVES

Considering the profits of the Company and the fact that the next year would be a centenary year, the Board of Directors have recommended payment of H 10 (Rupees Ten only) (100%) per equity share of H 10 (Rupees Ten only) each as final dividend for the FY2023-24. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company and would result in appropriation of H 66.57 crore (inclusive of TDS).

As per the Income Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

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

During the year under review, the Company has not transferred any amount to any of the reserves maintained by the Company.

5. SCHEME OF ARRANGEMENT AND ACQUISITION

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 (“Scheme”).

The Scheme inter-alia provides 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 Ray Global Consumer Trading Limited.

Consequent to the Scheme becoming effective, Raymond Limited will continue to carry on the Real Estate business along with Engineering and Denim business by itself and through its subsidiaries. Raymond Limited and RLL will be two listed entities with significant liquidity surplus available for growth. This will facilitate focused investor opportunities and better access to capital with a clear strategy and specialization for sustainable growth and profitability for both Lifestyle and Real Estate business.

The Scheme is in the final stage of approval with the Hon’ble National Company Law Tribunal.

Acquisition of Maini Precision Products Limited and Scheme for consolidation of Engineering Business between subsidiary companies

During the year under review, the Board of Directors of Ring Plus Aqua Limited (“RPAL”), step-down subsidiary of Raymond Limited, approved the acquisition of the business of Maini Precision Products Limited (“MPPL”) by way of secondary acquisition for a total cash consideration of H 682 crores such that RPAL shall directly own 59.25% shareholding in MPPL in accordance with the share purchase agreement entered by and between RPAL and shareholders of MPPL. The acquisition enabled Raymond group to foray into sunrise sector such as aerospace, defence and electric vehicle component space.

The Board of Directors of JK Files & Engineering Limited (“JKFEL”), wholly owned subsidiary of the Company, RPAL and MPPL at their respective board meetings held on November 3, 2023, approved consolidation of engineering business into JKFEL Tools and Technologies Limited (“JKTTL”),newly incorporated wholly owned subsidiary of Raymond Limited by way of a Composite Scheme of Arrangement between JKFEL, RPAL, MPPL and JKTTL and their respective shareholders.

6. MATERIAL TRANSACTIONS POST THE CLOSURE OF FINANCIAL YEAR

The 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 JKTTL into Ray Global Consumer Enterprise Limited, a wholly owned subsidiary of the Company.

7. DEBT SECURITIES & CREDIT RATING During the year under review, your Company has not issued any new listed Debt Securities. In accordance with the repayment schedule, Non-Convertible Debentures (“NCDs”) issued under Series L, M and N were redeemed by the Company during the year under review. The details of listed NCDs outstanding as on March 31,2024 are as under:
Series	Date of allotment	Amount (H in Crore)	Redemption date/ Coupon Schedule	Credit Rating at the time of NCD issue
Series P	February 10, 2021	200	9.00% p.a. Equal Instalments on February 09, 2028; February 09, 2029; February 09, 2030; February 09, 2031	CARE AA-
Series Q	December 27, 2021	100	7.60% p.a. December 26, 2024	CARE AA-
Total		300	- -	|-
Axis Trustee Services Limited is Trustee for aforesaid NCDs.

During the year, the Company had issued 17,000 NCDs amounting to H1,700 Crore to RLL, an associate company of the Company for repayment of external debt and growth capital. On approval and implementation of the Composite Scheme of Arrangement dated April 27, 2023 all inter company balances between RL and RLL shall stand cancelled.

Thus, in effect, NCDs invested by RLL will get cancelled. The investment made by RLL into RL has reduced debt of the lifestyle business resulting in savings of interest being incurred on such debt.

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 manufacture and trading of textiles, branded apparel and garmenting business.

The Audit Committee approves all the Related Party Transactions in compliance with the provisions of the Act and 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 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 certificate to that effect is placed before the Audit Committee and Board of Directors at quarterly meetings.

The Board of Directors have formulated a Policy on dealing with Related Party Transactions. The policy is

available on the website of the Company and can be accessed at the link https://api.raymond.in/uploads/ investor/1675436356278Related%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

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. During the year under review, Ultrashore Realty Limited (formerly known as Colorplus Realty Limited) and Sanven Apparel Limited (formerly known as Raymond Apparel Limited) ceased to be subsidiaries of the Company.

Further, Ten X Realty East Limited, Ten X Realty West Limited were incorporated as step down subsidiaries and JKFEL Tools and Technologies Limited was incorporated as wholly owned subsidiary of the Company during the year under review. The Board of Directors at its meeting held on May 3, 2024 approved acquisition of 100% stake in Ray Global Consumer Enterprise Limited from Ray Global Consumer Products Limited which is a wholly owned subsidiary of Ray Global Consumer Trading Limited, an associate company of the Company.

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

Domestic subsidiaries

Raymond Luxury Cottons Limited (‘‘RLCL”)

RLCL had proposed an Offer for Buyback of shares on April 27, 2023 wherein Raymond Limited did not participate.

The remaining shareholders of RLCL tendered their shares and consequently effective from closure of buyback i.e., April 28, 2023, RLCL became a wholly owned subsidiary of the Company.

RLCL manufactures high value fine cotton and linen shirting for both domestic and international customers. The revenue from operations of RLCL for FY2023-24 was at H 830.07 crore (Previous Year: H 761.98 crore).

Profit after tax was H 22.27 crore (Previous Year: Profit of H 15.63 crore).

Silver Spark Apparel Limited (‘‘SSAL”)

SSAL has a reputed overseas clientele for formal suits, jackets and trousers and the export order book led to a strong sales growth performance. The Standalone Gross Revenue of SSAL for FY2023-24 stood at H 821.89 crore (Previous Year: H 773.92 crore). SSAL has earned Profit after tax of H 46.73 crore (Previous Year:

H 23.78 crore). The Consolidated Gross Revenue of SSAL for FY2023-24 stood at H 1018.99 crore (Previous Year:

H 932.66 crore). SSAL has made a Profit after tax of H 59.60 crore (Previous Year: Profit of H 42.76 crore) on consolidated basis.

Everblue Apparel Limited (‘‘EbAL”)

EbAL has a world-class denim-wear facility offering seamless denim garmenting solutions. The Gross Revenue of EbAL for FY2023-24 stood at H 103.96 crore (Previous Year: H 99.79 crore). EbAL has recorded a Loss after tax of H 0.17 crore (Previous Year: Profit of H 0.77 crore).

Celebrations Apparel Limited ("CAL”)

The Gross Revenue of CAL for FY2023-24 stood at H 1.03 crore (Previous Year: 1.03 Crore). CAL earned a Profit after tax of H 0.64 crore (Previous Year: Profit of H 0.57 Crore).

Raymond Woollen Outerwear Limited ("RWOL”)

During the year under review, RWOL earned profit after tax of H 0.09 crore (Previous Year: Profit of H 0.07 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 Consolidated Gross Revenue of H 860.52 crore for the FY2023-24 (Previous Year: H 864.08 crore). JKFEL registered a consolidated profit before exceptional item of H 94.61 crore (Previous year: H 101.89 crore). JKFEL registered a consolidated Profit after Tax of H 46.82 crore (Previous Year: Profit of H 71.85 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 FY2023-24 stood at H 431.12 crore (Previous Year:

H 374.80 crore). During the year under review, RPAL has made a Profit before tax of H 51.47 crore (Previous Year: Profit of H 51.81 crore).

JK Talabot Limited ("JKTL”)

JKTL manufactures files and rasps. During FY2023-24, the Gross Sales Revenue of this company stood at H 27.78 crore (Previous Year: H 30.81 crore). JKTL reported a Loss after tax of H 0.65 crore during FY2023-24 (Previous Year: Loss of H 0.23 crore).

Scissors Engineering Products Limited ("SEPL”)

SEPL registered a Profit of H 0.05 crore during the year under review (Previous Year: Loss of H 0.07 crore).

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

RRL has made a Loss of H 0.34 crore in FY2023-24 (Previous Year: Loss of H 0.91 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 (formerly known as Raymond Lifestyle 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 has incurred a Loss of H 43.71 Crore (Previous Year Loss:

H 3.24 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 incurred a loss of H 0.23 crore (Previous year: Loss of H 0.002 Crore)

Pashmina Holdings Limited ("PHL”)

PHL has made a Profit after tax of H 0.25 crore in FY2023-24 (Previous Year: Profit of H 0.20 crore).

Overseas subsidiaries

Jaykayorg AG ("Jaykay”)

Jaykay has recorded a Profit of CHF 28,570 (equivalent to H 0.21 crore) for the year ended December 31,2023 [Previous Year: Profit of CHF 8,777 (equivalent to H 0.07 crore)].

Raymond (Europe) Limited ("REL”)

REL has recorded a Profit of GBP 37,507 (equivalent to H 0.39 crore) for the year ended December 31,2023 [Previous Year: Loss of GBP 12,366 (equivalent to H 0.12 crore)].

R & A Logistics INC, USA (‘‘RALI”)

RALI has recorded a profit of USD 15,64,460 (equivalent to H 12.95 crore) for the year ended March 31,2024 [Previous Year: Profit of USD 6,29,920 (equivalent to H 5.07 crore)].

Silver Spark Middle East (FZE) ("SSME”)

SSME is the wholly owned subsidiary of Silver Spark Apparel Limited incorporated in Sharjah Airport Free Zone (SAIFZONE), Sharjah, UAE. SSME is engaged in Investment, trading of Apparel and related products for Asia and US customers. The Gross Revenue of SSME for FY2023-24 stood at H 181.20 crore (Previous Year:

H 187.84 crore). SSME has registered a Profit of H 16.34 crore (Previous Year: Profit of H 8.95 crore).

Silver Spark Apparel Ethiopia PLC (‘‘SSAEP”)

SSAEP is a step-down subsidiary of Silver Spark Apparel Limited in Ethiopia. SSAEP is a wholly owned subsidiary of Silver Spark Middle East (FZE). SSAEP is engaged in the manufacturing of formal suits, jackets, trousers, and vest coats. The Gross Revenue of SSAEP for FY2023-24 stood at H 50.46 crore (Previous Year: H 55.09 crore). SSAEP has registered a Profit of H 14.09 crore (Previous Year: Profit of H 2.07 crore).

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

RLBPL was incorporated to expand Company’s footprint in Bangladesh. During the year under review, RLBPL incurred a loss of H 0.03 crore (Previous Year: Loss of H 0.01 Crore). RLBPL is yet to commence business operations. The Company has initiated process of liquidation of RLBPL.

Raymond America Apparel INC (‘‘RAAI”)

Silver Spark Apparel Limited, a wholly owned subsidiary of the Company had on April 25, 2023 acquired 100% stake in newly incorporated Raymond America Apparel INC. RAAI is yet to commence business operations and the gross revenue for FY2023-24 was nil.

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 FY2023-24, revenue from Indian operations was H 790 crore (Previous Year: H 973 crore).

On a Standalone basis, RUCO has registered a Loss after tax of H 107.29 crore (Previous Year: Loss of H 6.98 crore). On Consolidated basis, RUCO has registered a Loss after tax of H 110.01 crore (Previous Year: Loss of H 6.65 crore).

12. MATERIAL SUBSIDIARY

Considering the criteria mentioned in Regulation 16 of the Listing Regulations, none of the subsidiaries of the Company qualifies as a Material Subsidiary of the Company for FY2023-24.

The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the requirements of Listing Regulations. The Policy has been uploaded on the website of the Company and the same can be accessed at https://www.raymond. in/investor/disclosures-under-regulation-46-of-the-lodr/ corporate-governance/code-of-conduct-policies

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 Listing Regulations. In terms of Regulation 25(8) of the 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 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 selfassessment 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, Mr. K Narasimha Murthy (DIN: 00023046) was appointed as an Independent Director w.e.f. April 21,2023. Further, Mr. Shiv Surinder Kumar (DIN: 08144909), Independent Director, retired effective from February 14, 2024 on account of completion of first term as an Independent Director of the Company.

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 31,2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 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 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 judgement, safeguarding the interest of the Company and its minority shareholders etc.

The Independent Directors of the Company met on March 29, 2024, 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 in relation to remuneration of Directors,

Key Managerial Personnel and Senior Management of the Company.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors (by way of

sitting fees and commission), Key Managerial Personnel, Senior Management and payment of remuneration to other employees.

The Nomination, Remuneration and Board Diversity Policy is available on the Company’s website viz. https://www. raymond.in/investor/disclosures-under-regulation-46-of-the-lodr/corporate-governance/code-of-conduct-policies

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 IT’S COMMITTEES

The Board/Committee meetings are pre-scheduled and a tentative annual calendar of the meetings is circulated to the Directors well in advance to help them plan their schedules and ensure meaningful participation. Only in the case of special and urgent business, should the need arise, 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 9 (nine) 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 FY2023-24 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 31,2024:

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, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming part of the Annual Report for the FY2023-24. During the year under review, all the committees were re-constituted to only include Independent Directors as members of the Committees.

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 Auditors’ Report forms part of the Annual Report. The Statutory Auditor’s report does not contain any qualification, reservation or adverse remark for the year under review.

During the year under review, there were no instance of fraud which requires the Statutory Auditors to report the same to the Central Government under Section 143(12) of Act and Rules framed thereunder. There was an instance of violation of Code of Conduct of the Company by an employee, falling within the definition of fraud, discovered by the management. Company has taken appropriate action against the concerned employee and have taken steps to further strengthen the internal controls during the year. The amount involved was less than H 1 crore.

b) Cost Auditor

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are prepared and records have been maintained relating to Textile Division and Real Estate Division. The Cost Audit Report for the year ended March 31,2023 for the Textile and Real Estate Division was filed with the Central Government within the prescribed time.

The Board of Directors, on the recommendation of Audit Committee, has re-appointed M/s. R. Nanabhoy & Co., Cost Accountants, (Firm Registration Number: 000010) as Cost Auditor to audit the cost accounts of the Company’s Textile and Real Estate Divisions for the FY2024- 25. As required under the Act, a resolution seeking member’s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company had appointed DM & Associates Company Secretaries LLP (Firm Registration No. L2017MH003500) to undertake the Secretarial Audit of the Company for the FY2023-24. The Secretarial Audit Report is annexed as Annexure ‘A’ and forms an integral part of this Report.

Pursuant to Regulation 24A of Listing Regulations read with SEBI Master Circular No. SEBI/HO/ CFD/PoD2/CIR/P/2023/120 dated July 11,2023, 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

The Secretarial Audit Report and Secretarial Compliance Report for the FY2023-24, do not contain any qualification, reservation, or adverse remark.

The Board of Directors at their meeting held on May 3, 2024 has appointed DM & Associates Company Secretaries LLP, (ICSI unique code - L2017MH003500) as the Secretarial Auditor for FY2024-25.

20. INTERNAL FINANCIAL CONTROL SYSTEMS, ITSADEQUACY 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.

Ernst & Young LLP, Chartered Accountants were the Internal Auditors of the Company for the FY2023-24.

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.

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

In order to strengthen the whistle blower mechanism and to protect the identity of whistle blower, the Company has appointed M/s. KPMG to handle complaints received by the Company. They have provided a platform through which any person can 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 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. Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy.

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 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:// www.raymond.in/investor/disclosures-under-regulation-46-of-the-lodr/corporate-governance/code-of-conduct-policies. The Company affirms that no personnel has been denied access to the Audit Committee.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the FY2023-24, the Company has spent H 2.64 crore towards CSR activities 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 & healthcare, women empowerment and conservation of natural resources.

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 https://www.raymond.in/investor/disclosures-under-regulation-46-of-the-lodr/corporate-governance/code-of-conduct-policies.

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.

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 filed during the financial year: Four.

b. Number of complaints disposed of during the financial year: Four.

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

25. RAYMOND EMPLOYEES STOCK OPTION PLAN 2023 (“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.

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 reenactments) 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

T Robust people practices have been instrumental in carving out Raymond’s transformation journey. Your company built robust practices to elevate performance to higher standards by aligning organizational goals to departmental and individual goals. A periodic review mechanism ensures that employees stay focused and incorporate course correction through the feedback process.

Your company institutionalized a structured framework to identify critical talent within the organization and to educate them on business-critical skills and provide exposure through business-impact projects to improve their readiness to perform higher roles. The Raymond Leadership Competencies continues to pivot decisions on career progression and succession. Your company collaborates with top notch Indian and Global management institutes to design and deliver these programs. A differentiated compensation philosophy ensures that critical talent are paid competitively. This dual pronged approach has helped enhance the retention of critical talent.

Your company bagged several awards during the year.

The Lifestyle business won India’s Retail Champions 2024 award in the Apparel and Lifestyle category by Retail Association of India, Employee Excellence Award 2023 by the Economic Times, The Most admired marketing campaign of the year by 22^nd Annual Images Fashion Awards and The Button Hole Award by 39^th World Federation of Master in Biella, Italy. In total, the Lifestyle business won 20 awards.

The Realty business won 7 awards during the year.

The Emerging Developer of the Year (National) at The Economic Times Real Estate Awards 2024, Best Organization for Women by ET Now and ET People Business’ The Great Manager Awards are a notable few.

The Engineering business won the Most Innovative Product Award” at International Hardware Fair India 2023 and the 52^nd and 53^rd edition awards conferred by Star Awards for Hand tools, Large Enterprise.

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

27. QUALITY AND ACCOLADES

Your Company continues to win awards year-afteryear, reiterating its credible market position. Some awards received during FY2023-24 by the Company, its subsidiaries are as given below:

• Realty Business:

- Iconic Residential Developer of the Year & Iconic Marketed Project for the Year -The Address By GS.

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

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

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

- Iconic Marketed Project and Iconic Project of the Year at Times Real Estate Conclave Awards 2024- The Address by GS, Bandra Project.

- Best Organization for Women 2024 by ET Now.

- FSBI recognizes Ten X Habitat project for leading in construction safety with passive fire products.

• Lifestyle Business:

- Most admired marketing campaign of the year by 22^nd Annual Images Fashion Awards.

- Most admired launch of the year, Flagship store, by 22^nd Annual Images Fashion Awards.

- Images most admired retailers of the year, Innovation in visual Merchandising by Images Retail Awards 2023.

- India’s Retail Champions 2024 award in the Apparel and Lifestyle category by Retail Association of India.

- TRRAIN Retail Award 2024 - PWD Category by Retail Association of India.

- Emerging Retail Brand of the Year by Economic Times Great India Awards Forum.

- Outstanding contribution to the Retail Industry by Retail CFO Summit, RAI.

- Best Green Factory by Apparel Sourcing Week 2023.

- Best Plant Safety Award by 53^rd National Security Award.

- India’s Most Agile HR Leaders by Sapphire Connect.

- Employee Excellence Award 2023 by the Economic Times.

- Best Practices in Diversity and Inclusion by 3^rd CHRO Confex & Awards 2024.

- HR Excellence in L&D by 3^rd CHRO Confex & Awards 2024.

- Most Influential Marketing Leader by BW Business world.

- Retail Marketing Campaign of the Year -Offline by Global Awards for Retail Excellence by Retail & Shopping Centre Congress and Awards 21^st edition.

- Best Marketing & Branding Campaign at 7^th Edition Future of Retail, Distribution & E-commerce Summit & Awards 2024, by UBS Forums.

- Women Retail Icon of the Year by UBS Forums Pvt. Ltd.

- Button Hole Award by 39^th World Federation of Master in Biella, Italy.

- Appreciation Award in Nurture Quality Concepts for a better future by 37^th National Convention on Quality Concept.

- Excellent Award by 37^th National Convention on Quality Concept.

• Engineering Business:

- “Most Innovative Product Award” at International Hardware Fair India 2023 for the Product: Wood Carving Disc.

- Award at the 52^nd edition for FY 2020 by Star Awards for Hand tools, Large Enterprise received in November 2023.

- Award at the 53^rd edition for FY 2021 by Star Awards for Hand tools, Large Enterprise received in November 2023.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the 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 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.

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 being sent along with this Annual Report to the members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company or send an email at 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) 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.

(f) 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, various 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.

---

Mar 31, 2023

Your Directors are pleased to present the Ninety-Eighth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31,2023 ("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 Textiles and Apparel sectors and enjoys a formidable position in Engineering and Real Estate Business.

The Company''s strong in-house skills for research & development have always resulted in path-breaking new products raising the standards of the Indian textile industry. The Company has its footprint not just in India

but also caters to global demand originating from USA, Europe and Japan.

As we continue to build capacities for enhanced performance and delivery across verticals, demerging the core Lifestyle Business is an affirmative step that will also simplify the Group structure. This will enable the Company to unlock the potential of the Lifestyle Business through a new listed entity with existing business of Branded Textile, Branded Apparel & Garmenting.

The Company''s maiden Real Estate project in Thane, Maharashtra has received an overwhelming response and the Company has handed over possession two years ahead of the RERA timelines. In a bid to expand the Real Estate business, the Company has adopted the strategy of Joint Development Model and is actively evaluating opportunities in Mumbai, Maharashtra.

2. FINANCIAL SUMMARY AND STATE OF COMPANY''S AFFAIRS

A summary of your Company''s financial results for the Financial Year 2022-23 is as under:

'' in Crore
Particulars	Standalone		Consolidated
	March 31, 2023	March 31, 2022	March 31,2023	March 31, 2022
Revenue from operations	5779.56	4260.66	8214.72	6178.51
Operating Profit / (Loss)	662.07	392.02	829.06	413.13
Tax Expenses / Credit (Incl. Deferred Tax)	(150.44)	48.88	(200.35)	21.90
Minority Interest and Share in Profit of Associates & Joint Ventures	-	-	7.36	(11.12)
Profit after Tax	410.46	(395.92)	536.96	265.12

The Standalone Gross Revenue from operations for FY 2022-23 was '' 5779.56 crore (Previous Year: '' 4260.66 crore). The Operating Profit stood at '' 662.07 crore as against '' 392.02 crore in the Previous Year. The Net Profi for the year stood at '' 410.46 crore against a Loss of '' 395.92 crore reported in the Previous Year.

The Consolidated Gross Revenue from operations for FY 2022-23 was '' 8214.72 crore (Previous Year:

'' 6178.51 crore). The Consolidated Operating Profit stood at '' 829.06 crore (Previous Year: '' 413.13 crore). The Consolidated Profit after tax stood at '' 536.96 crore (Previous Year: '' 265.12 crore).

The Standalone Segment Revenue from operations for FY 2022-23 (a) Textile: Branded Fabric was

'' 3360.40 crore (Previous Year: '' 2787.66 crore), (b)

Real Estate and Development of property '' 1115.14 crore (Previous Year: '' 707.47 crore).

Except as disclosed in point 5 and 6 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. There were no material events that had an impact on the affairs of your Company. There is no change in the nature of your Company''s business during the year under review.

3. SHARE CAPITAL

The paid-up Equity Share Capital as at March 31,2023 stood at '' 66.57 crore. There was no change in the

The details of NCDs outstanding as on March 31,2023 are as under:
Series	Date of allotment	Coupon	Redemption date/ Schedule	Present Credit Rating	Amount ('' in Crore)
Series L	May 22, 2020	9.50% p.a.	May 22, 2023	CRISIL AA-/CARE AA-	65
Series M	June 02, 2020	8.80% p.a.	June 01,2023	CARE AA-	80
Series N	October 27, 2020	8.85% p.a.	October 26, 2023	CARE AA-	100
Series P	February 10, 2021	9.00% p.a.	Equal Instalments on February 09, 2028; February 09, 2029; February 09, 2030; February 09, 2031	CARE AA-	200
Series Q	December 27, 2021	7.60% p.a.	December 26, 2024	CARE AA-	100
Total					545

There were no revisions in the credit ratings during the year under review. Axis Trustee Services Limited has been appointed as the Trustee for all the aforesaid NCDs.

The Board of Directors at its meeting held on May 9, 2023 has approved issuance of NCDs amounting to '' 2200 crore in two or more tranches to RCCL, an associate company of the Company for repayment of external debt and growth capital. On approval and implementation of the Composite Scheme of Arrangement dated April 27, 2023 all inter Company balances between RL and RLCL (including NCDs) shall stand cancelled. Thus, in effect, NCDs invested in RL will get cancelled. Meanwhile, the investment made by RCCL into RL would reduce debt of the lifestyle business resulting in the savings of interest being incurred on such debt.

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 neither issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants.

As on March 31,2023, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

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

4. DIVIDEND AND RESERVES

The Board of Directors at their meeting held on May 9, 2023, have recommended payment of '' 3/- (Rupees Three only) (30%) per equity share of '' 10 (Rupee Ten only) each as final dividend for the FY 2022-23.

The proposed dividend, subject to approval of the Shareholders at the ensuing Annual General Meeting of the Company, would result in appropriation of '' 19.97 crore (inclusive of TDS).

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the Shareholders. Accordingly, final dividend will be paid after deduction of tax at source.

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

During the year under review, the Company has not transferred any amount to any of the reserves maintained by the Company.

5. MATERIAL TRANSACTIONS POST THE CLOSURE OF FINANCIAL YEARSlump Sale

Raymond Consumer Care Limited, an Associate Company of Raymond Limited sold its FMCG business through a Slump Sale to Godrej Consumer Products Limited for an aggregate consideration of '' 2,825 crore.

Scheme of Arrangement

The Board of Directors at its meeting held on April 27, 2023 had granted its approval for withdrawal of the Scheme of Arrangement between Raymond Limited and Raymond Lifestyle Limited for subsidiarisation of Realty business. The withdrawal of the scheme is not expected to have any adverse impact on operations of the Company.

The Board of Directors of the Company at its meeting held on April 27, 2023 approved the Composite Scheme of Arrangement between Raymond Limited ("RL") and Raymond Consumer Care Limited ("RCCL") and Ray Global Consumer Trading Limited ("RG") and their respective shareholders ("Scheme").

The Scheme inter-alia provides for:

• Demerger of lifestyle business carried on by RL through itself and its related subsidiaries along with its strategic investment in RG (''Lifestyle Business Undertaking'') into RCCL; and

• Amalgamation of RG with RCCL along with the consequential reduction and cancellation of the paid-up share capital of RCCL held by RG.

Consequent to the demerger of Company''s lifestyle business into RCCL, Raymond Group will have two separate listed entities with significant liquidity surplus available for growth. Consequent to demerger, RL will continue to be a Real Estate Company with investments in Engineering and Denim business. This will facilitate focused investor opportunities and better access to capital with a clear strategy and specialization for sustainable growth and profitability for both Lifestyle and Real Estate business.

6. DEBT SECURITIES AND CREDIT RATING

During the year under review, your Company has not issued any new debt securities. On September 29, 2022, the Company had purchased the outstanding NonConvertible Debentures (NCDs) under Series ''O'' having an outstanding principal amount of '' 40 crore.

7. FINANCIAL STATEMENTS

Your Company has consistently applied applicable accounting policies during the year under review. The 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 statements on an annual basis. There were no revisions made to the financial statements during the year under review.

The Consolidated Financial Statements of the Company are prepared in accordance with the applicable Indian Accounting Standards 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 Venture is given in Form AOC-1 and forms an integral part of this Report.

8. RELATED PARTY TRANSACTIONS

The Company undertakes Related Party Transactions ("RPTs") with its subsidiaries and group companies engaged in manufacture and trading of textiles, branded apparel and garmenting business and for common services.

The Audit Committee approves all the RPTs in compliance with the provisions of the Act and Listing Regulations. Omnibus approval is obtained on a yearly basis for transactions which are repetitive in nature. Transactions entered into pursuant to omnibus approval are verified by the Corporate Risk Assurance Department and details of all RPTs are placed before the Audit Committee and the Board for review and approval/ noting on a quarterly basis.

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

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

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

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

The Board of Directors have formulated a Policy on dealing with Related Party Transactions.

During the year under review, based on the recommendations of the Audit Committee, the said policy was amended by the Board of Directors at its meeting held on November 3, 2022. The updated policy is available on the website of the Company and can be accessed at the link https://api.raymond.in/ uploads/investor/1675436356278Related%20Party%20 Transaction%20Policv.pdf.

The Board of Directors at its meeting held on May 9, 2023 has approved entering into material RPTs with RCCL, an associate company of the Company for an aggregate amount upto '' 2450 crore. As per Listing Regulations, the Company has also sought approval of the Shareholders vide Postal Ballot Notice dated May 9, 2023.

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

9. PARTICULARS OF LOANS, GUARANTEES AND 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.

10. PERFORMANCE OF SUBSIDIARIES AND JOINT VENTURE COMPANY

Financial statements in respect of each of the subsidiaries shall be available for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The financial statements of subsidiary companies are also available on the website of the Company at https://www.raymond. in/investor/disclosures-under-regulation-46-of-the-lodr/ annual-reports/annual-reports. During the year under review, none of the companies ceased to be subsidiary, joint venture or associate company of the Company.

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

Domestic subsidiariesRaymond Luxury Cottons Limited ("RLCL")

RLCL, a Material Subsidiary of the Company had made an Offer for Buyback of Shares on April 27,

2023 wherein Raymond Limited did not participated.

The JV Partner shareholder of RLCL tendered its entire shareholding and consequently, effective from closure of buyback i.e., April 28, 2023, RLCL has become a wholly owned subsidiary of the Company.

RLCL manufactures high value fine cotton and linen shirting for both domestic and international customers. The revenue from operations of RLCL for FY 2022-23 was '' 761.98 crore (Previous Year: '' 571.76 crore) and Profit after tax was '' 15.63 crore (Previous Year: '' 1.44 crore).

Silver Spark Apparel Limited ("SSAL")

SSAL has a reputed overseas clientele for formal suits, jackets and trousers and the export order book led to a strong sales growth performance. The Standalone revenue from operations of SSAL for FY 2022-23 stood at '' 773.92 crore (Previous Year: '' 496.69 crore). SSAL has earned Profit after tax of '' 23.78 crore (Previous Year: '' 1.59 crore). The Consolidated revenue from operations of SSAL for FY 2022-23 stood at '' 932.66 crore (Previous Year: '' 624.05 crore). SSAL has incurred a Profit after tax of '' 42.76 crore (Previous Year: '' 17.88 crore) on consolidated basis.

Everblue Apparel Limited ("EBAL")

EBAL has a world-class denim-wear facility offering seamless denim garmenting solutions. The revenue from operations of EBAL for FY 2022-23 stood at '' 99.79 crore (Previous Year: '' 94.77 crore). EBAL recorded Profit after tax of '' 0.77 crore (Previous Year: '' 1.56 crore).

Celebrations Apparel Limited ("CAL")

The Gross Revenue of CAL for FY 2022-23 stood at '' 1.03 crore (Previous Year: Nil). CAL earned a Profit after tax of '' 0.57 crore (Previous Year: Profit of '' 0.36 crore).

Raymond Woollen Outerwear Limited ("RWOL")

During the year under review, RWOL earned profit after tax of '' 0.07 crore (Previous Year Profit: '' 0.07 crore).

Raymond Apparel Limited ("RAL")

Post Scheme of Arrangement between RAL and RL becoming effective, there are no major business operations remaining in RAL. The revenue from operations of the Company for FY 2022-23 was NIL (Previous Year: NIL). RAL incurred Loss of '' 1.40 crore (Previous Year: Loss '' 26.93 crore). During the year, the quasi equity held in RAL was converted to 59,85,45,715 fully paid equity shares of '' 10/- each by issue of shares on Rights basis by RAL.

Colorplus Realty Limited ("CRL")

CRL has registered a Loss of '' 0.09 crore during the year under review (Previous Year Loss: '' 0.14 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 and power tools. It is the leading manufacturer of steel files in the world with a sizeable domestic market share. As on date of this report, JKFEL has three subsidiaries, namely; JK Talabot Limited, Scissors Engineering Products Limited and Ring Plus Aqua Limited.

JKFEL reported a Consolidated revenue from operations of '' 864.08 crore for the FY 2022-23 (Previous Year:

'' 502.92 crore). JKFEL registered a consolidated profit before exceptional item of '' 101.89 crore (Previous year:

'' 64.95 crore). JKFEL registered a consolidated Profit after Tax of '' 71.85 crore (Previous Year: '' 58.71 crore).

Ring Plus Aqua Limited ("RPAL")

RPAL manufactures high quality Ring Gears, Flex-plates and Water-pump bearings. The revenue from operations of RPAL for the FY 2022-23 stood at '' 374.80 crore (Previous Year: '' 312 crore). During the year under review, RPAL made Profit before tax of '' 51.82 crore (Previous Year: Profit '' 51.58 crore).

JK Talabot Limited ("JKTL")

JKTL manufactures files and rasps. During FY 2022-23, the revenue from operations of JKTL stood at '' 30.81 crore (Previous Year: '' 28.56 crore). JKTL reported a Loss after tax of '' 0.23 crore during FY 2022-23 (Previous Year: Profit '' 0.88 crore).

Scissors Engineering Products Limited ("SEPL")

SEPL registered a loss of '' 0.07 crore in FY 2022-23 (Previous Year: Profit of '' 0.006 crore).

Raymond Lifestyle Limited ("RLL")

RLL has incurred a Loss of '' 0.91 crore in FY 2022-23 (Previous Year: Loss '' 0.01 crore).

TenX Realty Limited ("TRL")

TRL is a step-down wholly owned subsidiary of the Company, incorporated on December 24, 2021 as a wholly-owned subsidiary of Raymond Lifestyle Limited. During the year under review, TRL has incurred a Loss of '' 3.24 crore (Previous Year Loss: '' 0.08 Crore). TRL will undertake the business of joint development realty projects outside Thane region within MMRDA and Navi Mumbai region.

Rayzone Property Services Limited ("RPSL")

RPSL was incorporated on November 11,2022 with an object to provide Facilities Management Services to residential and commercial buildings. During the year under review RPSL incurred a loss of '' 0.002 crore.

Pashmina Holdings Limited ("PHL")

PHL has made a Profit after tax of '' 0.20 crore in FY 2022-23 (Previous Year: Profit '' 0.13 crore).

Overseas subsidiaries Jaykayorg AG ("Jaykay")

Jaykay has recorded a Profit of CHF 8777 (equivalent to '' 0.07 crore) for the year ended December 31,2022 [Previous Year: Profit of CHF 13,086 (equivalent to '' 0.10 crore)].

Raymond (Europe) Limited ("REL")

REL has recorded a Loss of GBP 12366 (equivalent to '' 0.12 crore) for the year ended December 31,2022 [Previous Year: Profit of GBP 13,843 (equivalent to '' 0.12 crore)].

R & A Logistics INC, USA ("R&A")

R&A has recorded a Loss of USD 6,29,920 (equivalent to '' 5.07crore) [Previous Year: Profit of USD 13,08,163 (equivalent to '' 9.74 crore)] for the year ended March 31, 2023.

Silver Spark Middle East (FZE) ("SSME")

SSME is the wholly owned subsidiary of Silver Spark Apparel Limited incorporated in Sharjah Airport Free Zone (SAIFZONE), Sharjah, UAE. SSME is engaged in Investment, trading of Apparel and related products for Asia and US customers. The Gross Revenue of SSME for FY 2022-23 stood at ''187.84 crore (Previous Year:

'' 119.46 crore). SSME has registered a Profit of '' 8.95 crore (Previous Year: Profit of '' 2.71 crore).

Silver Spark Apparel Ethiopia PLC ("SSAEP")

SSAEP is a step-down subsidiary of Silver Spark Apparel Limited in Ethiopia. SSAEP is a wholly owned subsidiary of Silver Spark Middle East (FZE). SSAEP is engaged in the manufacturing of formal suits, jackets, trousers, and vest coats. The Gross Revenue of SSAEP for FY 2022-23 stood at '' 55.09 crore (Previous Year: ''. 46.52 crore). SSAEP has registered a Profit of '' 2.07 crore (Previous Year:

Profit of '' 4.43 crore).

Raymond Lifestyle (Bangladesh) Private Limited ("RLBPL")

RLBPL is yet to commence business operations. RLBPL was incorporated to expand Company''s footprint in Bangladesh. During the year under review, RLBPL incurred a loss of '' 0.01 crore (Previous Year: Loss of '' 0.03 crore).

Raymond America Apparel INC ("RAAI")

Silver Spark Apparel Limited, a wholly owned subsidiary of the Company had on April 25, 2023 acquired 100% stake in Raymond America Apparel INC.

Raymond UCO Denim Private Limited ("RUDPL")-Joint Venture Company

RUDPL is engaged in the business of manufacturing and marketing of denim fabrics and garments for both

the domestic and international markets. In FY 2022-23, revenue from Indian operations was '' 973.00 crore (Previous Year: '' 1042.20 crore).

On a Standalone basis, RUDPL has registered a Loss after tax of '' 6.98 crore (Previous Year Loss: '' 34.10 crore).

On Consolidated basis, RUDPL has registered a Loss after tax of '' 6.65 crore (Previous Year Loss: '' 35.36 crore).

During the year under review, each of the Joint Venture partners have made equity contribution of '' 25 crore by subscribing to the Rights Issue of RUDPL.

11. MATERIAL SUBSIDIARY

Raymond Luxury Cottons Limited is a material subsidiary of the Company for FY 2022-23 as per the thresholds laid down under the Listing Regulations.

The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the requirements of Listing Regulations as amended from time to time. The Policy has been uploaded on the Company''s website and can be accessed at https://www. ravmond.in/investor/disclosures-under-regulation-46-of-the-lodr/corporate-governance/code-of-conduct-policies

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

All Independent Directors of the Company have given declarations stating they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

In terms of Regulation 25(8) of the 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 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 selfassessment 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 is 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.

The Board of Directors, based on the recommendations of the Nomination and Remuneration Committee, have appointed Mr. K Narasimha Murthy as an Additional Director categorised as an Independent Director for a period of 5 years effective from April 21,2023 subject to the approval of the Shareholders of the Company. Approval of the members has been sought through notice of postal ballot dated May 9, 2023 for appointment of Mr. K Narasimha Murthy as an Independent Director for a period of 5 years w.e.f. April 21,2023 and he shall not be liable to retire by rotation.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Nawaz Gautam Singhania (DIN: 00863174), Non-Executive Director retires by rotation at the ensuing Annual General Meeting ("AGM") and being eligible offers herself for re-appointment.

The information pursuant to Regulations 36 of Listing Regulations and Secretarial Standards-2 are disclosed in the Notice of AGM.

13. 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 31,2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 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 have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. ANNUAL PERFORMANCE EVALUATION

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

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

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

The Independent Directors of the Company met on March 9, 2023, 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 calls with individual Directors on various topics. Specific items were also added in the Board agenda from a governance perspective.

15. NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

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

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

Management and payment of remuneration to other employees.

During the year under review, the Board of Directors at its meeting held on November 3, 2022 amended the said policy to align it with the provisions of Listing Regulations.

The updated Nomination, Remuneration and Board Diversity Policy is available on the Company''s website viz. https://www.ravmond.in/investor/disclosures-under-regulation-46-of-the-lodr/corporate-governance/code-of-conduct-policies

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 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.

16. 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, the Board''s approval is taken by passing resolutions through circulation, as permitted by law, which are noted in the subsequent Board meeting. In certain special circumstances, the meetings of the Board are called at a shorter notice to deliberate on business items which require urgent attention of the Board. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings.

The Board met five times during the year under review and has accepted all recommendations made to it by its various committees.

The details of the number of meetings of the Board held during the Financial Year 2022-23 and the attendance of Directors forms part of the Report on Corporate Governance.

17. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees as on March 31,2023:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Committee of Directors (Stakeholders'' Relationship Committee)

d) Corporate Social Responsibility Committee

e) Risk Management Committee (renamed to Risk Management and ESG Committee w.e.f. April 21, 2023)

The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming part of this Annual Report FY 2022-23.

18. AUDITORS & REPORTS OF THE AUDITORSa) Statutory Auditor

Messrs Walker Chandiok & Co. LLP Chartered Accountants (ICAI FRN 001076N/N500013) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting ("AGM") of the Company 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 Auditors'' Report forms part of the Annual Report. The Statutory Auditor''s report does not contain any qualification, reservation or adverse remark for the year under review. There was no instance of fraud during the year under review, which

required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

b) Cost Auditor

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are prepared and records have been maintained relating to Textile Division and Real Estate Division. The Cost Audit Report for the year ended March 31,2022 for the Textile and Real Estate Division was filed with the Central Government within the prescribed time. Messrs R. Nanabhoy & Co., Cost Accountants were the Cost Auditor of the Company for the FY 2022-23.

The Board of Directors, on the recommendation of Audit Committee, has re-appointed Messrs R. Nanabhoy & Co., Cost Accountants, (Firm Registration Number: 000010) as Cost Auditor to audit the cost accounts of the Company''s Textile and Real Estate Divisions for the Financial Year 2023-24. As required under the Act, a resolution seeking members'' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the AGM for their ratification.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company had appointed Messrs DM & Associates,

Company Secretaries LLP (Firm Registration No. L2017MH003500) to undertake the Secretarial Audit of the Company for the FY 2022-23, based on consent received from Messrs DM & Associates, Company Secretaries LLP The Secretarial Audit Report is annexed as Annexure ''A'' and forms an integral part of this Report.

The Secretarial Audit Report of Material Subsidiary of the Company is annexed as Annexure ''B''.

Pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report of the Company is 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 Secretarial Audit Report and Secretarial Compliance Report for FY 2022-23, do not contain any qualification, reservation, or adverse remark.

19. 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. Company''s success as an organisation depends on its ability to identify and leverage the opportunities while managing the risks.

In the opinion of the Board, the Company has robust internal financial controls which are adequate and effective during the year under review.

Your Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is strong and commensurate with its size, scale and complexities of operations.

M/s. Ernst & Young LLF, Chartered Accountants were the internal auditors of the Company for the FY 2022-23.

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 Committee of the Board of Directors, Statutory Auditors and Business Heads are periodically

apprised of the internal audit findings and corrective actions.

The Risk Management Committee maintains an oversight on the Company''s risks and is responsible for reviewing the effectiveness of the risk management plan or process. Risk management is embedded within the Company''s operating framework and the Company has a well-defined, internal financial control structure. During the year under review, these controls were evaluated and no material weaknesses were observed in their design or operations.

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 Report which forms part of this Annual Report.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

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

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

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

The Whistle Blower Policy has been appropriately communicated within the Company across all levels and is available on the website of the Company at https:// www.ravmond.in/investor/disclosures-under-regulation-46-of-the-lodr/corporate-governance/code-of-conduct-policies. The Company affirms that no personnel has been denied access to the Audit Committee.

21. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

In accordance with the provisions of the Act read with Rules made thereunder, the Company was not required to make any CSR contribution for the FY 2022-23.

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 ''C'' and forms an integral part of this Report. The Company''s CSR Policy has been uploaded on Company''s website at https://www.ravmond.in/investor/disclosures-under-regulation-46-of-the-lodr/corporate-governance/ code-of-conduct-policies. For details regarding the CSR Committee, refer to the Corporate Governance Report, which is a part of this report.

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

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

The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaints Committee (ICC) has been set up in compliance with the POSH Act. During the year under review, no complaints were reported to the Board.

23. EMPLOYEE STOCK OPTION SCHEME

The Board of Directors of your Company at their meeting held on February 17, 2023 approved the Raymond Employees Stock Option Plan 2023 ("ESOP Scheme").

The ESOP Scheme was approved by the Members through Postal Ballot on March 27, 2023.

The ESOP Scheme was introduced by the Company in order to attract and retain talent as well as to motivate employees of the Company and its Group Company(ies) including its holding / subsidiary / associate company(ies) (Present and Future, if any) with incentives and reward.

During the year under review, the Company has not granted any stock options to eligible employees.

24. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

People practices have been the pivotal during Raymond''s transformation journey. Trust, Quality, and Excellence are the cornerstone of the people practices. Your Company built robust practices to elevate performance to higher standards by aligning organizational goals to departmental and individual goals. A periodic review mechanism ensures that employees stay focused and incorporate course correction through the feedback process.

Your Company put emphasis not only on what results are achieved but also how those are accomplished. In order to do so, emphasis is placed in demonstrating behaviors outlined in the Raymond Leadership competencies. Inturn competency based evaluations are used at various employee touch-points for career progression and succession.

In order to help employees deliver at superior levels, a strong focus on capability development is put in place. Multiple filters are used to identify employees who display potential to take on challenges and higher-level roles. Differentiated programs are designed to provide a holistic perspective across various aspects of business, operations, people and strategy. Your Company collaborates with top notch Indian and Global management institutes to design and deliver these programs.

To retain talent, your Company has developed a robust framework to identify critical roles across the organization. A differentiated compensation strategy was created and communicated. A key feature of this strategy is to reward talent competitively and ring-fencing them.

A dual pronged approach to talent ensures that your Company provides opportunities to develop and grow. Your Company bagged the coveted ''Great Places to Work'' certification in Lifestyle and Realty business.

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

25. AWARDS AND ACCOLADES

Your Company continues to win awards year-after-year, reiterating its credible market position. Some awards received during the FY 2022-23 by the Company and its subsidiary companies are as given below:

• Big impact creator award presented by Big FM to Raymond Realty for delivering OC, 2 years ahead of timeline

• Brand of the year (Raymond Realty) presented by Stellar Record Awards

• The Address by GS project was awarded Luxury project of the year at the 14^th Realty conclave & Excellence awards 2022

• Most admired marketing campaign of the year at 22nd Annual Images Fashion Awards

• Employee Excellence 2022 presented by The Economic Times.

• Best Organisation in large scale category presented by W.E. Matter.

• Best Learning & Development strategy 2022 presented by Retailers Association of India 2022-Retail L&D Summit.

• Great Places to Work Certification presented by GPTW.

• Silver Award for Best Omnichannel Marketing presented by Indian Marketing Awards.

• 20th Annual Greentech Safety India Award for Safety Excellence and 21st Annual Greentech Environment Award for Environment Protection presented by

M/s Greentech foundation.

• Gold Award for Ethnix Media Campaign presented by ACES'' Digixx.

• 16th State level Energy Conservation and Management award presented by Maharashtra Energy Development Agency.

• Green Organization of the Year presented by 2nd Edition Organization Development Summit & Awards 2022.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

27. CORPORATE GOVERNANCE REPORT

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

28. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company in Form MGT-7 for FY 2022-23 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

29. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering disclosures on the Company''s performance on Environment, Social and Governance parameters for FY 2022-23, is annexed as Annexure ''D'' to this Report. BRSR includes reporting on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by the MCA.

30. INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

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

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

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

32. STATUTORY INFORMATION AND OTHERDISCLOSURES

(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 ''E'' 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 ''F'' 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 and forms an integral part of this annual report. The same is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company or send an email at 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 the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself/herself or along with his/her spouse and dependent children) more than two percent of the Equity Shares of the Company.

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

(e) 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.

(f) 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.

33. COMPLIANCE WITH SECRETARIAL STANDARDS

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

34. CAUTIONARY STATEMENT

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

35. ACKNOWLEDGEMENT

Your Directors thank the Government of India, the State Governments, local municipal corporations and various 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.

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

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

Gautam Hari Singhania

Chairman and Managing Director Mumbai, May 9, 2023 DIN: 00020088

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Mar 31, 2022

Your Directors are pleased to present the Ninety Seventh Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended on March 31, 2022 ("year under review").

1. Corporate Overview and General Information

Raymond Limited is a household name when it comes to India''s clothing market. The Company has a wide array of brands through which it caters to all the sections of the demography in menswear category. The Company was incorporated in the year 1925 and has its corporate headquarters at Mumbai, Maharashtra. The Company has its footprint not just in India but it also has global presence through its group companies.

The Company''s foray in the Real Estate business is well reciprocated by the market. First 3 towers of the Company''s project - TenX Habitat in Thane, Maharashtra offering world-class amenities are expected to be delivered well in advance of the RERA

timelines. The Company is expanding its business beyond Thane - in MMR region, through asset light model of Joint Development with land owners.

The Raymond Group enjoys a formidable position across other industries.

During FY2022 the Company embarked on a journey of restructuring within the Raymond Group. The B2C business of Raymond Apparel Limited, the Company''s wholly-owned subsidiary was merged with Raymond Limited through a Scheme of Arrangement which was also approved by the Hon''ble NCLT. During the year, the Board of Directors approved a Scheme of Arrangement for subsidiarisation of Real Estate Business. As per the statutory requirements an application has been made to the Stock Exchanges for granting NOC to the said Scheme.

Your Company continues to maintain and safeguard its intellectual property and there has been no assignment of Intellectual Property Rights during the year under review.

2. Financial Summary and Highlights A summary of your Company''s financial results for the Financial Year 2021-22 is as under:				'' in Crore
Particulars	Standalone		Consolidated
	March 31, 2022	March 31, 2021	March 31, 2022	March 31, 2021
Revenue from operations	4260.65	1752.41	6178.51	3446.47
Operating Profit / (Loss)	392.02	(176.49)	413.13	(455.08)
(Tax Expenses) / Credit (Incl. Deferred Tax)	(48.88)	(154.26)	(21.90)	160.90
Minority Interest and Share in Profit of Associates & Joint Ventures			11.12	(2.87)
Profit after Tax / (Loss)	(394.18)	(21.90)	265.12	(303.65)

The Standalone Gross Revenue from operations for FY 2022 was '' 4,260.65 crore (Previous Year: '' 1,752.41 crore).

The Operating Profit stood at '' 392.02 crore as against a loss of '' 176.49 crore in the Previous Year.

The Consolidated Gross Revenue from operations for FY 2022 was '' 6178.51 crore (Previous Year: '' 3446.47 crore). The Consolidated Operating Profit stood at '' 413.13 crore (Previous Year: '' 455.08 crore). The Consolidated Profit after tax stood at '' 265.12 crore (Previous Year Loss : '' 303.65 crore).

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 other than the general global impact of ongoing conflict between Russia and Ukraine on the domestic and international business operations of the Company and impact of COVID-19 as detailed in this Report as well as Notes to the Financial Statements of the Company. There is no change in the nature of your Company''s business during the year under review.

3. Dividend and Reserves

In line with the Dividend Distribution Policy of the Company which is available on the Company''s website viz. www.raymond.in. your Directors are pleased to recommend a Dividend @ '' 3.00 per equity share for the financial year 2021-22.

The proposed dividend. subject to approval of Shareholders in the ensuing Annual General Meeting of the Company. would result in appropriation of '' 22.16 crores (inclusive of TDS). The dividend would be payable to all Shareholders whose names appear in the Register of Members as on the Book Closure Date/ Record date i.e. July 01. 2022. The Register of Members and Share Transfer books shall remain closed from Saturday. July 02. 2022 to Thursday. July 14. 2022 (both days inclusive).

Your Directors do not propose to transfer any amount to the general reserve.

4. Overview of the Economy and Impact of the COVID-19 Pandemic

The impact of COVID-19 during FY2021-22 affected the first quarter post which the economy showed signs of recovery.

The businesses of the Group witnessed a sharp rebound as FY2021-22 was phenomenal for the Company in terms of performance as the Group

The Standalone Segment Revenue from operations for FY 2022 was as under:

Textile	'' 2651.74 crore (Previous Year: '' 1569.99 crore)
Real Estate/Property Development	'' 707.47 crore (Previous Year: '' 141.06 crore)
Apparel	'' 890.94 crore (Previous Year: '' 456.56 crore).
Others: Non-scheduled Airline operations	'' 10.49 crore (Previous Year: '' 8.43 crore).

achieved its highest ever annual EBITDA of '' 881 Crore and highest annual PAT of '' 260 Crore in last ten years. With core brand strength and wide distribution network across the country. the Company capitalised on the buoyant demand and strong consumer sentiments during the financial year 2022. The Company has assessed the probable impact of the pandemic on its business operations and has considered all relevant internal and external information available up to the date of approval of these financial results. to determine the impact on the Company''s revenue from operations and estimation of sales related expenses over the foreseeable future and the recoverability and carrying value of certain assets such as property. plant and equipment. investments. inventories. trade receivables. deferred tax assets and input tax credit receivables.

The impact of COVID-19 pandemic on the overall economic environment has receded to a great extent. Your company is conscious of the significant disruption and impact COVID-19 can have on our employees. clients. partners. investors and the communities in which we operate. We are working hard to contain and mitigate its impact.

The Company continues its business activities. in line with the guidelines issued by the Government authorities. take steps to strengthen its liquidity position and further explore cost restructuring exercise. The Company does not foresee any challenges in its ability to continue as going concern or meeting its financial obligations.

5. Scheme of Arrangement and offer for Sale

Scheme of Arrangement

As part of group restructuring exercise. the Board of Directors had approved a Scheme of Arrangement providing for demerger of B2C business including the Apparel business of Raymond Apparel Limited ("RAL"). wholly owned material subsidiary into the Company to achieve synergies thereby creating a focused B2C business. The Hon''ble National Company Law Tribunal. Mumbai Bench ("NCLT") had on March 23. 2022 passed an Order sanctioning the Scheme. Accordingly. the Business Undertaking as contemplated under the aforementioned Scheme has been demerged from RAL and merged into Raymond Limited with effect from April 01. 2021. The accounts of the Company were prepared after giving effect of the scheme w.e.f.

April 1. 2021 (being appointed date) and restated from April 1. 2020 in compliance with Accounting Standards.

During the year under review. the Board of Directors had also approved a Scheme of Arrangement for transfer of Company''s Real Estate Business to Raymond Lifestyle Limited (to be renamed as

Raymond Realty Limited), wholly owned subsidiary of the Company. As part of the process, the Company has applied for NOC from the Stock Exchanges for the said Scheme. The petition with Hon''ble NCLT will be filed thereafter.

Offer for sale

As a part of group strategy the tools and hardware business and auto ancillary business were consolidated under the Engineering business of JK Files and Engineering Limited ("JKFEL"). To unlock value through monetisation, it was proposed to come up with an Initial Public Offer through Offer for Sale ("OFS") of JKFEL wherein Raymond Limited will participate as the selling shareholder. JKFEL has filed its DRHP with SEBI in connection with the IPO on December 8, 2021. SEBI, vide its letter dated February 23, 2022 had conveyed its nod along with observation to the DRHP filed by JKFEL. The IPO was scheduled to come out in the month of March, 2022. However, due to volatility in world over stock markets caused by the extended Russia-Ukraine conflict, it was decided to wait till opportune time for IPO of JKFEL. The Board expects to complete the OFS

during FY 2022-23 when the stock market conditions for fund raising would be favourable. The proceeds from the offer will help Raymond Limited to deleverage its Balance Sheet and progress on its path of becoming net debt free.

6. Share Capital

The paid up Equity Share Capital as at March 31, 2022 stood at '' 66.57 Crore. There was no change in the paid-up share capital during the year. 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 neither issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants.

As on March 31, 2022, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

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

7. Issue of Debt Securities & Credit Rating

During the year under review, your Company has issued 1000 Privately Placed Secured Redeemable Listed NonConvertible Debentures ("NCD") of '' 10,00,000/- each listed on the Negotiated Trade Reporting segment of National Stock Exchange of India Limited for cash at par aggregating to '' 100 crore.

The details of NCD''s outstanding as on March 31, 2022 are as under:

Series	Date of allotment	Amount ('' Crore)	Coupon Rate	Redemption date/ Schedule	Credit Rating at the time of NCD issue
Series L	May 22, 2020	65	9.50% p.a.	May 22, 2023	CRISIL AA-/ CARE AA
Series M	June 02, 2020	80	8.80% p.a.	June 01, 2023	CARE AA
Series N	October 27, 2020	100	8.85% p.a.	October 26, 2023	CARE AA-
Series O	November 26, 2020	40	8.85% p.a.	November 25, 2023	CARE AA-
Series P	February 10, 2021	200	9.00% p.a.	Equal Instalments on February 09, 2028; February 09, 2029; February 09, 2030; February 09, 2031	CARE AA-
Series Q	December 27, 2021	100	7.60% p.a.	December 26, 2024	CARE AA-
Total		585
Axis Trustee Services Limited has been appointed as the Trustee for all the aforesaid NCD''s.

8. Financial Statements

Your Company follows Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate Affairs in the preparation of its 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 Consolidated Financial Statements of the Company are prepared in accordance with the applicable Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to Section 129(3) of the 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 in the normal course of its business enters in to related party transactions with its subsidiaries and group companies engaged in manufacture and trading of textiles, branded apparel garmenting business and for common services.

The Audit Committee approves all the Related Party Transactions in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Omnibus approval is obtained on a yearly basis for transactions which are repetitive in nature. Transactions entered into pursuant to omnibus approval are verified by the Corporate Risk Assurance Department and details of all related party transactions are placed before the Audit Committee and the Board for review and approval/ noting on a quarterly basis.

All transactions entered into with related parties during the year under review were on arm''s length basis and not material in nature and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required. There were no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

Details of all related party transactions are mentioned in the notes to financial statements forming part of the Annual Report. The Company has developed a

robust framework through Standard Operating Procedures for the purpose of identification and monitoring of such related party transactions.

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

The policy on related party transactions as approved by the Board of Directors has been uploaded on the website of the Company and can be accessed at the link http://www.raymond.in/cr/policies/rptp/rptpolicy. html. None of the Directors have any pecuniary relationship or transactions vis-a-vis the Company except remuneration, profit-based commission and sitting fee.

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. Material Subsidiary

Raymond Apparel Limited, Raymond Luxury Cottons Limited, JK Files & Engineering Limited and Silver Spark Apparel Limited were material subsidiaries of the Company as per the thresholds laid down under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") for FY2021-22. The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy has been uploaded on the Company''s website and can be accessed at http://www.raymond. in/cr/policies/msp/mspolicy.html.

12. Performance of Subsidiary, Associates & Joint venture Company

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is attached to the Financial Statements. The separate audited financial statements in respect of each of the subsidiaries shall be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of each of the subsidiaries are also available on the website of the Company at www.raymond.in.

The performance in brief of the major subsidiaries and joint venture companies is given hereunder:

Domestic subsidiaries Raymond Apparel Limited ("RAL")

The Gross Revenue of RAL for FY 2022 was NIL (Previous Year: '' 437.64 crore). The Company incurred Loss of '' 26.93 crore (Previous Year loss: '' 180.31 crore). During the year under review, the Apparel Business of RAL was demerged into Raymond Limited under the Scheme of Arrangement between RAL and the Company approved by Hon''ble NCLT on March 23,

2022. Accordingly assets and liabilities of the Apparel business were transferred to the Company w.e.f.

April 01, 2021 and restated financial statements were prepared giving the effect of the Scheme.

Colorplus Realty Limited (formerly known as Color Plus Fashions Limited) ("CRL")

CRL has registered a Loss of '' 0.14 crore during the year under review (Previous Year Loss: '' 0.15 crore). Pursuant to the Order of the Hon''ble NCLT passed on March 23, 2022, this company has become a direct subsidiary of Raymond Limited.

Silver Spark Apparel Limited ("SSAL")

SSAL has a reputed overseas clientele for formal suits, jackets and trousers and the export order book led to a strong growth in sales performance. The Standalone Gross Revenue of the company for FY 2021-22 stood at '' 496.69 crore (Previous Year: '' 367.37 crore). The company has reported Profit after tax of '' 1.59 crore (Previous Year: Loss of '' 5.91 crore). The Consolidated Gross Revenue of SSAL for FY 2021-22 stood at '' 624.05 crore (Previous Year: '' 466.66 crore). SSAL has made a Profit after tax of '' 17.88 crore (Previous Year: Loss of '' 14.34 crore) on consolidated basis.

Raymond Luxury Cottons Limited ("RLCL")

RLCL manufactures high value fine cotton and linen shirting for both domestic and international customers. The net turnover of RLCL was '' 571.76 crore (Previous Year: '' 257.82 crore). Profit after tax was '' 1.44 crore (Previous Year Loss: '' 38.19 crore).

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

During the year under review, JKFEL has changed its name to JK Files & Engineering Limited from the

existing name JK Files (India) Limited in compliance with applicable provisions of law. This company 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. As on date of this report, the company has three subsidiaries, namely; JK Talabot Limited, Scissors Engineering & Products Limited and Ring Plus Aqua Limited.

JKFEL continues to do well in spite of the difficult business environment. JKFEL reported a Gross Revenue of '' 502.92 crore for the FY 2022 (Previous Year: '' 348.07 crore). JKFEL registered a profit before exceptional item of '' 64.95 crore (Previous year: '' 32.90 crore). JKFEL registered a Profit after Tax of '' 58.71 crore (Previous Year: '' 24.49 crore).

JK Talabot Limited ("JKTL")

JKTL manufactures files and rasps. During FY2022, the Gross Sales Revenue of this company stood at '' 28.56 crore (Previous Year: '' 20.19 crore). JKTL reported a Profit after tax of '' 0.88 crore during FY2022 (Previous Year: Profit '' 1.09 crore).

Scissors Engineering Products Limited ("SEPL")

SEPL registered a Profit of '' 0.006 crore during the year under review (Previous Year: Loss of '' 0.01 crore). The entire share capital of this company was transferred by Raymond Limited to JK Files & Engineering Limited as part of consolidation of Tools & Hardware and Auto Components Businesses into JK Files & Engineering Limited.

Ring Plus Aqua Limited ("RPAL")

RPAL manufactures high quality Ring Gears, Flex-plates and Water-pump bearings. The Gross Revenue of RPAL for the FY 2022 stood at '' 312 crore (Previous Year: '' 197.31 crore). During the year under review, RPAL made Profit before tax of '' 51.58 crore (Previous Year: Profit '' 28.58 crore).

Celebrations Apparel Limited ("CAL")

The Gross Revenue of CAL for FY2022 was Nil (Previous Year: Nil). CAL earned a Profit after tax of '' 0.60 crore (Previous Year: Profit of '' 0.36 crore).

Everblue Apparel Limited ("EbAL")

EbAL has a world-class denim-wear facility offering seamless denim garmenting solutions. The Gross Revenue of EbAL for FY 2022 stood at '' 94.77 crore (Previous Year: '' 66.07 crore). The company recorded Profit after tax of '' 1.56 crore (Previous Year Profit:

'' 0.53 crore).

Raymond Woollen Outerwear Limited ("RWOL")

During the year under review, RWOL incurred Profit after tax of '' 0.07 crore (Previous Year Loss: '' 0.12 crore).

TenX Realty Limited ("TRL")

("TRL") is a step-down subsidiary of Raymond Limited, incorporated on December 24, 2021 as a wholly-owned subsidiary of Raymond Lifestyle Limited. During the year under review, TRL has incurred a loss of ''

0.08 crore. TRL will undertake the business of joint development (JD) of realty projects outside Thane within MMRDA and Navi Mumbai region, initially. The Company is actively negotiating JD opportunities and will announce such projects in the coming year.

Pashmina Holdings Limited ("PHL")

PHL has made a Profit of '' 0.13 crore in FY2022 (Previous Year: Profit '' 0.13 crore).

Raymond Lifestyle Limited ("RLL")

This subsidiary was incorporated to house the demerged Lifestyle business undertaking and has not yet commenced any operations. However, considering the withdrawal of Composite Scheme of Arrangement by the Company and approval of the Real Estate Scheme by the Board of Directors of the Company, it is proposed to change the name of the Company and transfer Raymond''s Real Estate Business into this Company through a Scheme of Arrangement.

Overseas subsidiaries Jaykayorg AG ("Jaykay")

Jaykay has recorded a Profit of CHF 13,086 (equivalent to '' 0.10 crore) for the year ended December 31, 2021 [Previous Year: Profit of CHF 95,589 (equivalent to '' 0.74 crore)].

Raymond (Europe) Limited ("REL")

REL has recorded a Profit of GBP 13,843 (equivalent to '' 0.12 crore) for the year ended December 31, 2021 [Previous Year: Loss of GBP 65,622 (equivalent to '' 0.61 crore)].

R & A Logistics INC, USA ("RALI")

RALI has recorded a Profit of USD 13,08,163 (equivalent to '' 9.74 crore) [Previous Year: Loss of USD 10,16,786 (equivalent to '' 7.64 crore)] for the year ended March 31, 2022.

Silver Spark Middle East (FZE) ("SSME")

SSME is the wholly owned subsidiary of Silver Spark Apparel Limited incorporated in Sharjah Airport Free Zone (SAIFZONE), Sharjah, UAE. SSME is engaged in

Investment, trading of Apparel and related products for Asia and US customers. The Gross Revenue of SSME for FY 2022 stood at '' 119.46 crore (Previous Year: '' 56.45 crore). SSME has registered a Profit of '' 2.71 crore (Previous Year: Loss of '' 2.68 crore). During the year under review, the financial year of this subsidiary has been changed from January-December to April-March.

Silver Spark Apparel Ethiopia PLC ("SSAEP")

SSAEP is a step down subsidiary of Silver Spark Apparel Limited in Ethiopia. SSAEP is a wholly owned subsidiary of Silver Spark Middle East (FZE). SSAEP is engaged in the manufacturing of formal suits, jackets, trousers and vest coats. The Gross Revenue of SSAEP for the year ended March 31, 2022 stood at '' 46.52 crore (Previous Year: '' 67.74 crore). SSAEP has registered a Profit of '' 4.43 crore (Previous Year: Profit of '' 3.51 crore).

Raymond Lifestyle (Bangladesh) Private Limited ("RLBPL")

RLBPL has been incorporated to tap the potential business opportunities available in Bangladesh. RLBPL is yet to commence operations. During the year under review RLBPL incurred a loss of '' 3,01,108.

Raymond UCO Denim Private Limited ("RUCO")

RUCO is engaged in the business of manufacturing and marketing of denim fabrics and garments for both the domestic and international markets. In FY 2022, revenue from Indian operations was '' 1042.20 crore (Previous Year: ''599.91 crore).

On a Standalone basis, RUCO has registered a Loss after tax of '' 34.10 crore (Previous Year Loss: '' 52.97 crore). On Consolidated basis, RUCO has registered a Loss after tax of '' 35.36 crore (Previous Year Loss:

'' 52 crore).

13. Directors & Key Managerial Personnel

Mr. Shantilal Pokharna was appointed as an additional Director designated as a Non-Executive Director w.e.f. July 23, 2021. He ceased to be a Director effective from the date of last Annual General Meeting ("AGM") i.e., August 2, 2021 in accordance with the provisions of the Companies Act, 2013. Thereafter, he was again appointed as an Additional Director designated as a Non-Executive Director effective from August 3, 2021. The proposal relating to regularisation of his appointment at the forthcoming AGM has been included in the Notice convening the AGM for the consideration of the Members.

Mr. Pradeep Guha, Independent Director passed away on August 21, 2021 and consequently ceased to be an Independent Director of the Company from the said date. Mr. S K. Gupta resigned as Non-Executive Director effective from July 23, 2021. The Board places on record its sincere and deep appreciation for the services rendered by Mr. Pradeep Guha and Mr. S.K. Gupta.

Further, Mr. I. D. Agarwal ceased to be an Independent Director of the Company w.e.f. from December 31, 2021 on completion of second term as an Independent Director. The Board places on record its sincere and deep appreciation for the services rendered by Mr. I. D. Agarwal during his tenure as Independent Director and Chairman of various committees of the Board of Directors of the Company.

In accordance with the provisions of Section 152 of the Act and the Company''s Articles of Association,

Mr. Gautam Hari Singhania, Director retires by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible, offers himself for re-appointment. The Board recommends the proposal of his reappointment for the consideration of the Members of the Company at the forthcoming AGM and same has been mentioned in the Notice convening the AGM.

A brief profile of Mr. Gautam Hari Singhania has also been provided therein.

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 Listing Regulations as amended effective from January 01, 2022. In the opinion of the Board, the Independent Directors fulfil the conditions of independence. The Independent Directors have also affirmed that they have complied with the Company''s Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company''s businesses for effective functioning, which are detailed in the Report on Corporate Governance.

Further, in terms of Section 150 of the Companies Act, 2013 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.

In the opinion of the Board, the independent directors are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications. The details of remuneration paid to the members of the Board is provided in the Report on Corporate Governance.

As per the provisions of Section 203 of the Companies Act, 2013, Mr. Gautam Hari Singhania - Chairman and Managing Director, Mr. Amit Agarwal - Chief Financial Officer, Mr. Thomas Fernandes - Company Secretary (up to December 31, 2021) and Mr. Rakesh Darji -Company Secretary (w.e.f. January 1, 2022) are the Key Managerial Personnel of the Company.

14. Directors'' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the opinion that the Company''s Internal Financial Controls were adequate and effective during FY 2021-22.

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, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view

of the state of affairs of the Company as at March 31, 2022 and of the Loss of the Company for the year ended on that date;

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

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

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

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. Board Evaluation

Pursuant to the provisions of the Companies Act,

2013 and Regulation 17 and Part D of Schedule II to the Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, board committees and the Directors individually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance.

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

The Independent Directors of the Company met on March 28, 2022, without the presence of NonIndependent Directors and members of the management to review the performance of NonIndependent Directors and the Board of Directors as a whole, to 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.

During the year under review, the Company actioned the feedback from the Board evaluation process conducted in 2020-21 to the extent possible. 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 added in the Board planning for reviews, such as related party transactions and review of long term investments/initiatives, which were covered during the year.

16. Nomination, Remuneration and Board Diversity Policy

The Board of Directors have framed the Nomination, Remuneration and Board Diversity policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and payment of remuneration to other employees.

The 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 and perspective etc.

The policy is directed towards rewarding performance, based on review of achievements. It is aimed at attracting and retaining high calibre talent.

The Nomination, Remuneration and Board Diversity Policy is displayed on the Company''s website viz. http://www.raymond.in/cr/policies/rnp/index.html.

17. Meetings of the Board/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 schedule and ensure meaningful participation. Only in the case of special and urgent business, should the need arise, the Board''s approval is taken by passing resolutions through circulation, as permitted by law, which are noted in the subsequent Board meeting. In certain special circumstances, the

meetings of the Board are called at a shorter notice to deliberate on business items which require urgent attention of the Board. The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board meetings.

The Board met nine 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 Financial Year 2021-22 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:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Committee of Directors (Stakeholders Relationship Committee)

d) Corporate Social Responsibility Committee

e) Risk Management Committee

The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Report on Corporate Governance forming part of the Annual Report FY2021-22.

19. Auditors & Reports of the Auditors

a) Statutory Auditor

M/s. Walker Chandiok & Co. LLP, Chartered Accountants (ICAI FRN 001076N/N500013) (an affiliate of Grant Thornton network) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting (AGM) of the Members held on June 05, 2017 to hold office from the conclusion of the 92^nd AGM of the Company till the conclusion of the 97^th AGM at a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

Accordingly, M/s. Walker Chandiok & Co. LLP will cease to be the Statutory Auditors of the Company effective from the conclusion of the ensuing AGM. The Board of Directors at their meeting held on May 16, 2022 have considered and recommended re-appointment of M/s.

Walker Chandiok & Co. LLP as Statutory Auditors of the Company for a period of five consecutive years from the conclusion of the ensuing AGM basis the recommendations of Audit Committee.

Proposal relating to their re-appointment along with requisite details forms part of the Notice convening the 97^th AGM.

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

The Statutory Auditors were present in the last AGM.

b) Cost Auditor

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are prepared and records have been maintained relating to Textile Division and Real Estate Division. The Cost Audit Report for the year ended March 31, 2021 for the Textile and Real Estate Division does not contain any qualification, reservation or adverse remark. The said Report was filed with the Central Government within the prescribed time.

The Board of Directors, on the recommendation of the Audit Committee, has re-appointed M/s. R. Nanabhoy & Co., Cost Accountants, (Firm Registration Number 000010) as Cost Auditor to audit the cost records of the Company''s Textile and Real Estate Divisions for the Financial Year 2022-23. As required under the Act, a resolution seeking ratification of remuneration payable to the Cost Auditor forms part of the Notice convening the 97^th AGM.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and Rules made thereunder, the Company had appointed M/s. Robert Pavrey & Associates a firm of Company Secretaries in Practice (C.P. No.1848) to undertake the Secretarial Audit of the Company for FY2021-22. The Secretarial Audit Report is annexed as Annexure ''A'' and forms an integral part of this Report. The secretarial auditor has not expressed any qualification in their Secretarial Audit report for the year under review. The Secretarial Audit Report of Material Subsidiaries of the Company are annexed as Annexure ''B''.

Pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report of the Company forms part of this Report and is uploaded on the website of the Company i.e. www.raymond.in

The Board of Directors at their meeting held on May 16, 2022 has appointed M/s. DM & Associates, Company Secretaries LLP, (ICSI unique code - L2017MH003500) as the Secretarial Auditor for FY 2022-23.

20. Internal Financial Control Systems, their Adequacy and Risk Management

Your Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of operations. M/s. Mahajan & Aibara Chartered Accountants LLP, a firm of Chartered Accountants were the internal auditors of the Company upto June 30, 2021. Thereafter, M/s. Ernst & Young LLP were appointed as internal auditors effective from July 1, 2021.

Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high risk areas. Critical functions are rigorously reviewed and the reports are shared with the Management for timely corrective actions, if any. The main 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. During the year under review, there were no elements of risk which in the opinion of the Board of Directors threaten the existence of the Company. Risks do arise in the businesses of the Company which are mitigated in accordance with the Risk Management Framework and Policy. Some of these risks are also covered in the Management Discussion & Analysis which forms part of this report.

The Audit Committee and Risk Management Committee of the Board of Directors, Statutory Auditors and Business Heads are periodically apprised of the internal audit findings and corrective actions.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and evaluates the recommendations of the Risk Management Committee of the Board.

The Audit Committee suggests improvements and utilizes the reports generated from a Management Information System integral to the control mechanism.

21. vigil Mechanism / Whistle Blower Policy

The Company has a Whistle Blower Policy to report genuine concerns or grievances and to provide adequate safeguards against victimization of persons who may use such mechanism. The Whistle Blower Policy provides details for direct access to the Chairman of the Audit Committee. The policy has been posted on the website of the Company at http://www.raymond.in/cr/policies/ wbp/wbpolicy.html.

22. Corporate Social Responsibility (CSR)

In accordance with the provisions of the Companies Act 2013 read with Rules made thereunder, the Company was not required to make any CSR contribution for the Financial Year 2021-22.

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 ''C'' and forms an integral part of this Report. The Policy has been uploaded on Company''s website at www.raymond.in/sites/default/files/CSR%20Policy.pdf

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.

24. Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013

In compliance of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 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. All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaints Committee (ICC) has been set up in compliance with the said Act. During the year under review, no complaints were reported to the Board.

25. Human Resources and Industrial Relations

The Human Resources function works as a strategic partner to the business. The technical and quality demands of the industry combined with our own vision to expand significantly over the next few years have ensured that we build an agile, engaged, and energized work force.

At Raymond, we continue to retain focus on our core values of Trust, Quality, and Excellence that drive the organization culture. Raymond Leadership Competencies are the foundation for all people practices. Various employee-centric interventions like flexible working initiatives, mental health initiatives, and wide array of capability development initiatives help build a robust talent architecture. Leadership development focuses on identifying potential and grooming critical talent through various programs. Employees are provided opportunities to work on cutting-edge technology and participate in global management institutes to develop business critical skills.

Your company ensures that employees are aligned with the organizational culture and values whilst never losing sight of our business objectives. Technical and safety training programmes are given periodically to workers.

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

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

26. Quality and Accolades

Your Company continues to win awards year-afteryear, reiterating its credible market position. Some awards received during the Financial Year 2021-22 by the Company and its subsidiary companies are as given below:

Lifestyle Business

• TRA''s brand trust report 2022 : India''s Most Trusted ''Fabrics to Brands'' brand in 2022

• Indian Marketing Awards : Silver Award for Best Omnichannel Marketing

• Apex India Foundation : Apex India Green Leaf Platinum Award 2021 for Energy Efficiency - Vapi -Raymond Ltd.

• M/s. Greentech foundation : 20th Annual Greentech Safety India Award for Safety Excellence - Amravati - RLCL

• M/S Greentech foundation : 21st Annual Greentech Environment Award for Environment Protection -Amravati - RLCL

• National Safety Council : MP Chapter Platinum award for the excellent work done in safety -Chhindwara - Raymond Ltd.

• Maharashtra Energy Development Agency : 16th State level Energy Conservation and Management award - Kolhapur - RLCL

• The Indian Telly Adz Awards : MOST ICONIC TELEVISION CAMPAIGNS OF ALL TIME

• DMA Asia ECO Awards 2020 : GOLD 3 Awards-Look Good, Do Good Campaign

• Mobex 2022 : Gold- Mobex 2022 -Mobile Advertising Excellence in Search Campaign

• DigiXX 2022 : Gold Award for Marketing Excellence during COVID-19 LOCKDOWN

• DigiXX 2022 : Gold Award for Digital Marketing Excellence in Retail

• DigiXX 2022 : Silver Award for Digital Marketing Excellence in Promotions /Shopper marketing

• MTM Star Award 2022 : MTM Star Award 2022 Most Well - Planned Business Travel

• ACES'' Digixx : Gold Award for Ethnix Media Campaign - Apparel

• 12th edition of the TRRAIN Retail Awards : Recognition of exemplary customer service -Apparel

Engineering business

• T&H - Awarded by EEPC India - Star Performer of the year 18-19 - Hand Tools : Large Enterprise

Denim Business

• National Safety Award for best performance based on lowest average frequency rate for year 2018

• Successfully completed Oekotex-STep certification issued by TESTEX

• National Safety Council-Maharashtra Chapter safety award for achieving lowest accident frequency rate for year 2019

• National Safety Council-Maharashtra Chapter safety award for achieving longest accident free period for year 2019

Real Estate Business

• MidDay 2021 : Iconic Project of the year : TenX, Iconic Developer of the year : Raymond Realty

• Realty 2021 : Fastest Growing Realty Brand of the year: Raymond Realty, Best Selling Project of the year : TenX Habitat

• National Pride Excellence Awards 2021 : Brand of the year : Raymond Realty, Best Brand Marketing : Raymond Realty

27. Management Discussion and Analysis Report

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

28. Corporate Governance

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

29. 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 viz. www.raymond.in.

30. Business Responsibility Report

The Business Responsibility Report as required under Regulation 34(2) of the Listing Regulations is annexed as Annexure ''D'' and forms an integral part of this Report.

31. 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.

32. 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.

33. 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 ''E'' 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 ''F'' 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 persons 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 ''G'' and forms an integral part of this annual report. The said Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself/herself or along with his/her spouse and dependent children) more than two percent of the Equity Shares of the Company.

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

(e) 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.

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

34. Compliance with Secretarial Standards

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

35. 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.

36. Acknowledgement

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

Your Directors thank the Government of India, the State Governments, Municipal Corporation,

Gram Panchayat, other local bodies and regulatory authorities for their co-operation and regret the loss of lives of every person who risked their life to combat the Covid-19 pandemic.

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 16, 2022 DIN: 00020088

---

Mar 31, 2018

Dear Members,

The Directors are pleased to present the Ninety-Third Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31, 2018.

1. Corporate Overview

Raymond Limited (“Your Company” or “The Company”) is a leading Indian Lifestyle, Textile and Branded Apparel Company, with interests in Engineering (Files, Power Tools, Auto-Components), FMCG and Realty. The Group has its corporate headquarters at Mumbai.

2. Financial Results

A summary of the Company’s Financial Results for the Financial Year 2017-18 is as under:

	Standalone		Consolidated
Particulars	Rs. in crore		Rs. in crore
	March 31, 2018	March 31, 2017	March 31, 2018	March 31, 2017
Revenue from operations	3011.56	2822.18	5906.41	5391.32
Profit before tax (after exceptional item)	141.47	47.09	213.21	77 77
Tax Expenses (Including Deferred Tax)	43.40	13.26	66.63	21.84
Minority Interest and Share in Profit of Associates	-	-	(11.95)	(30.41)
Profit after Tax	98.07	33.83	134.63	25.52

3. Financial Performance

Your Company reported growth in revenue from operations of 6.71% over the Previous Year. At Standalone level, the Revenue from operations stood at Rs.3011.56 crore compared with Rs.2822.18 crore in the Previous Year. The Operating Profit stood at Rs.91.45 crore as against Rs.53.02 crore in the Previous Year. The Net Profit for the year stood at Rs.98.07 crore against Rs.33.83 crore reported in the Previous Year.

The Consolidated Revenue from operations for FY 2018 was Rs.5906.41 crore (Previous Year: Rs.5391.32 crore), registering a growth of 9.55%. The Consolidated Operating Profit stood at Rs.192.26 crore (Previous Year: Rs.87.82 crore). The Consolidated Profit after tax stood at Rs.134.63 crore (Previous Year: Rs.25.52 crore).

During the year under review, the Company has received Rs.50.02 crore representing the fair value of transferable development rights as compensation towards acquisition of Company’s land by Thane Municipal Corporation for its road widening project. The same has been taken to the books of account as an exceptional item.

During the year under review, the Company made a provision of Rs.4 crore towards diminution in the value of investments in Raymond UCO Denim Private Limited.

The Company continues to retain and reinforce its market leadership in branded suiting and shirting fabrics with a pan India distribution network comprising of exclusive stores, wholesalers and dealers.

In order to be globally price-competitive for exports market, a garmenting plant in Ethiopia was set up as a strategic move to ensure duty-free access to key export markets such as USA and Europe. Setting up a plant in Ethiopia is an important aspect of an integrated strategy. It will prove to be a catalyst for a new wave of growth for the Company.

In a bid to augment growth of Linen as a category, the Raymond group inaugurated its manufacturing facility at Amravati, Maharashtra inspired by Make In India initiative. This facility will give the much needed boost for Linen manufacturing in the country and help it emerge as a preferred provider of Linen in global markets.

Your Directors have also approved development of part of the land at Thane for residential purpose. The Company has secured major regulatory approvals and other construction related approvals are in process.

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.

4. Dividend And Reserves

Your Directors recommend a dividend of 30% i.e. Rs.3.00 per equity share of face value of Rs.10 each aggregating to Rs.18.41 crore (Previous Year: Rs.7.67 crore). During the year under review, your Company transferred a sum of Rs.35.50 crore to the Debenture Redemption Reserve (Previous Year: Rs.37.25 crore).

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top five hundred listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. The Board has approved and adopted the Dividend Distribution Policy and the same is available on the Company’s Website viz. www.raymond.in.

During the year under review, Rs.25 crore was transferred to General Reserve from Debenture Redemption Reserve.

5. Share Capital

The paid up Equity Share Capital as at March 31, 2018 stood at Rs.61.38 crore. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

6. Finance and Accounts

During the year under review, your Company had redeemed Zero Coupon - 1000 Unsecured Redeemable Listed Non Convertible Debentures (NCD) for Series F of Rs.10,00,000/-each aggregating to Rs.100 crore on attaining maturity.

In March 2018, your Company had issued and allotted 8.65% - 1000 Unsecured Redeemable Listed Non-Convertible Debentures for Series K of Rs.10,00,000/- each for cash at par aggregating to Rs.100 crore on private placement basis. The NCDs are listed on Wholesale Debt Market (WDM) segment of National Stock Exchange of India Limited.

During the year under review, the Rating agency CARE maintained the “AA” rating for the Company’s long term borrowings. CRISIL and CARE maintained the A1 rating for the Company’s short term borrowings.

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2018 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits and cash flows for the year ended March 31, 2018.

7. Performance of Subsidiary Companies

Domestic subsidiaries Raymond Apparel Limited

Raymond Apparel Limited brings to its customers stylish and innovative wardrobe solutions through some of India’s most prestigious brands - Raymond Premium Apparel, Park Avenue, Parx and ColorPlus. The Gross Revenue of the Company for FY 2018 stood at Rs.1399.52 crore (Previous Year: Rs.981.78 crore). Profit after tax for the year stood at Rs.13.75 crore (Previous Year: Rs.8.03 crore).

Pursuant to Scheme of Arrangement between Color Plus Fashions Limited (CPFL) and Raymond Apparel Limited (RAL), the Ready-made Garments and Accessories Undertaking / Business of CPFL was demerged into RAL. RAL and CPFL obtained the approval of the NCLT, Mumbai Bench on June 28, 2017 for the said Scheme of Arrangement.

Color Plus Fashions Limited

During the year under review the Ready-made Garments and Accessories Undertaking / Business of this subsidiary has been demerged into Raymond Apparel Limited. Consequently, the figures are not comparable with the previous year. The company’s Gross Revenue for FY 2018 stood at Rs.0.15 crore.

Silver Spark Apparel Limited

The company continued to retain its reputed overseas clientele for formal suits, jackets and trousers and the strong export order book led to a strong sales growth performance. The Gross Revenue of the company for FY 2018 stood at Rs.479.59- z crore (Previous Year: Rs.436.00 crore). The company had earned a Profit after tax of Rs.17.47 crore (Previous Year: Rs.21.75 crore).

Dress Master Apparel Private Limited

The company is engaged in garment manufacturing. The Gross Revenue of the company for FY 2018 stood at Rs.35.29 crore (Previous Year: Rs.38.26 crore). The company registered a Loss of Rs.4.01 crore (Previous Year: Loss of Rs.3.31 crore) during the year under review.

Celebrations Apparel Limited

This company has a state-of-the-art manufacturing facility for formal shirts. The Gross Revenue of the company for FY 2018 stood at Rs.83.53 crore (Previous Year: Rs.87.41 crore). The company earned a Profit of Rs.0.10 crore (Previous Year: Profit of Rs.0.43 crore).

Everblue Apparel Limited

This company has a world-class denim-wear facility offering seamless denim garmenting solutions. The Gross Revenue of the company for FY 2018 stood at Rs.69.82 crore (Previous Year: Rs.67.25 crore). The company earned a Profit after tax of Rs.0.55 crore (Previous Year: Rs.0.32 crore).

Raymond Woollen Outerwear Limited

During the year, the company had a Loss of Rs.0.02 crore (Previous Year: Loss of Rs.0.08 crore).

JK Files (India) Limited

This company manufactures steel files and cutting tool and markets hands tools and power tools. It is the leading manufacturer of steel files in the world with a domestic market share of ~65%.

The company reported a Gross Revenue of Rs.367.19 crore for the FY 2018 (Previous Year: Rs.354.11 crore). The Company registered a profit before exceptional item and tax of Rs.12.87 crore. However after exceptional item and tax, the company registered a loss of Rs.18.29 crore (Previous Year: Loss Rs.12.61 crore).

The Company during the year under review has closed its manufacturing unit at Kolkata (West Bengal) and provided Voluntary retirement from services (VRS) to employees at Kolkata. Some of the plant and equipment has been sold by the Company while the residual assets are being carried as assets held for sale. Due to VRS payment obligations, the performance of this subsidiary has been impacted.

JK Talabot Limited

This company manufactures files and rasps at its plant at Chiplun in Ratnagiri (Maharashtra). During FY 2018, the Gross Revenue of the company stood at Rs.20.94 crore (Previous Year: Rs.21.11 crore). The company reported a Profit after tax of Rs.1.93 crore during FY 2018 (Previous Year: Rs.1.49 crore).

Scissors Engineering Products Limited

This company registered a Loss of Rs.0.03 crore during the year under review (Previous Year: Loss of Rs.0.01 crore).

Ring Plus Aqua Limited

This company manufactures high quality Ring Gears, Flexplates and Water-pump bearing. It is present in all segments of industries like Automotive, Industrial & Powergen, Agricultural and Marine Application. It has a strong relationships with domestic and international OEMs.

The Gross Revenue of the Company for the FY 2018 stood at Rs.210.50 crore (Previous Year: Rs.165.93 crore). During the year under review, the company made a profit before tax of Rs.35.79 crore (Previous Year: Profit Rs.10.49 crore). The uptake in the auto industry led to an enhanced demand in auto components which resulted in better performance.

Pashmina Holdings Limited

The company made a Profit of Rs.0.76 crore in FY 2018 (Previous Year: Loss Rs.0.06 crore).

Raymond Luxury Cottons Limited

This company manufactures high value fine cotton and linen shirting for both domestic and international customers. The company inaugurated its all new state-of-the-art linen production facility in Amravati, Maharashtra. This facility has a manufacturing capacity of 4.8 million meters of linen and blended fabrics per annum. With the consumer preferences shifting towards natural fibres, the addition of this manufacturing facility is expected to enhance this company’s ability to meet the rising market demand of the discerning Indian consumer.

During the year under review, the Gross Revenue for the FY 2018 stood at Rs.575.29 crore (Previous Year: Rs.500.07 crore). The Net profit after tax stood at Rs.15.61 crore (Previous Year: Rs.14.38 crore).

Overseas subsidiaries

Jaykayorg AG

This company recorded a Profit of CHF 25,519 (equivalent to Rs.0.17 crore) for the year ended December 31, 2017 [Previous Year: Profit of CHF 98,202 (equivalent to Rs.0.64 crore)].

Raymond (Europe) Limited

The company recorded a profit of GBP 64,008 (equivalent to Rs.0.55 crore) for the year ended December 31, 2017 [Previous Year: Profit of GBP 73,077 (equivalent to Rs.0.63 crore)].

R & A Logistics INC, USA

This company is the subsidiary of Ring Plus Aqua Limited set up in USA to cater to the US based customers and made a Loss of USD 22,279 (equivalent to Rs.0.14 crore) [Previous Year: Loss of USD 23,282 (equivalent to Rs.0.17 crore)] for the year ended March 31, 2018.

Silver Spark Middle East (FZE)

This company is the wholly-owned subsidiary of Silver Spark Apparel Limited incorporated in Sharjah Airport Free Zone (SAIFZONE), Sharjah, UAE. This company is engaged in Investment, trading of Apparel and related products for Asia and US customers. The Gross Revenue of the company for FY 2018 stood at Rs.15.15 crore (Previous Year: Rs.Nil). The company earned a profit of Rs.1.56 crore (Previous Year: Loss of Rs.1.21 crore).

Raymond Lifestyle International DMCC

This company is the wholly-owned subsidiary of Raymond Limited and incorporated in the Dubai Multi Commodities Centre (DMCC), Dubai. This company is engaged in Trading of Textile, Apparel and related products for the Middle East, SAARC, GCC and African markets. The Gross Revenue of the company for FY 2018 stood at Rs.4.57 crore (Previous Year: Rs.0.04 crore). The company earned a profit of Rs.0.88 crore (Previous Year: Loss of Rs.1.98 crore).

Silver Spark Apparel Ethiopia PLC

Silver Spark Apparel Ethiopia PLC is step down subsidiary of Silver Spark Apparel Limited in Ethiopia. This company is a wholly owned subsidiary of Silver Spark Middle East (FZE). This company is engaged in manufacturing formal suits, jackets and trousers. The manufacturing facility has a capacity to produce 1.5 million suits per annum. The Gross Revenue of the company for FY 2018 stood at Rs.4.78 crore (Previous Year: Nil). The company registered a Loss of Rs.12.20 crore (Previous Year: Nil).

8. Performance of Joint Venture

Raymond UCO Denim Private Limited

This company is engaged in the business of manufacturing and marketing of denim fabrics and garments for both the domestic and international markets. In FY 2018, revenue from Indian operations was Rs.937.35 crore (Previous Year: Rs.875.32 crore).

The company made a Loss before interest on preference capital, tax and exceptional items of Rs.20.31 crore (Previous Year loss: Rs.38.46 crore).

9. Quality and Accolades

Your Company continues to win awards year-after-year, thus reiterating its credible market position. Some awards during FY 2018 are:

1. Chairman and Managing Director of the Company, Mr. Gautam Hari Singhania has been honoured with Maha Udyog Shri Award by Government of Maharashtra’s Awards for Industrial Excellence.

2. Raymond Limited was ranked 3 in the Apparel and Fashion Category for afaqs! India’s Most Buzziest Brands, 2017.

3. Raymond Limited won ET Now India Awards for Best Retail Company and Retailer of the year for The Raymond Shop.

4. Raymond Limited, Raymond Apparel Limited and Raymond Luxury Cottons Limited have emerged as the certified ‘Great Places to Work’ organisations in India.

5. Raymond Limited Store in Jekegram was honoured with the prestigious IMAGES Most Admired Retailer of the Year and Most Admired Design Concept of the Year Award.

6. Raymond Lifestyle won ‘Companies with Great Managers Award’ by People Business and Economic Times.

7. Raymond Textile division won CII Awards - Supply Chain and Logistic Excellence Award in retail category.

8. The Vapi Textile Unit won Gold at Chapter Convention on Quality Circle 2017 by Quality Circle Forum India.

9. The Chhindwara Textile Unit bagged the following awards:

- Golden Peacock Environment Management Award

- Silver SEEM National Energy Management

Award

10. Raymond Apparel Limited was awarded as “Most Admired Clothing Company of the Year” by Clothing Manufacturing Association of India Apex Awards.

11. Silver Spark Apparel Limited won the award by Apparel Export Promotion Council for Highest Global Exports FY17 and Highest Exports in Woollen Garments.

12. Raymond Luxury Cottons Limited, bagged following awards:

- State Level Award for Energy Conservation and Management.

- Excellence in Cost Management from Institute of Cost Accountants of India.

13. Raymond UCO Denim Private Limited, Yavatmal, bagged following awards:

- CII Most Innovative Environment Project Award for Environment Best Practices

- CII Energy Efficient Unit Award given by CII, Hyderabad for National Energy Management Award

- Vasundhara Award given by Maharashtra Government and MPCB for Environment Management

10. Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standards 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 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.

11. Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

12. Corporate Governance

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on corporate governance practices followed by the Company, together with a certificate from the Company’s Auditors confirming compliance forms an integral part of this Report.

13. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is annexed as Annexure-A and forms an integral part of this Report.

14. Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Mr. H. Sunder, Director retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. Brief profile of Mr. H. Sunder has been given in the Notice convening the Annual General Meeting.

Dr. Vijaypat Singhania vacated his Office as a Director in accordance with Section 167(1 )(b) of the Companies Act, 2013, effective from January 24, 2018. The Board places on record its sincere appreciation for the services rendered by Dr. Vijaypat Singhania during his tenure as Director of the Company.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. Number of Meetings of the Board

The details of the number of meetings of the Board held during the Financial Year 2017-18 forms part of the Corporate Governance Report. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

16. Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

1. Mr. Gautam Hari Singhania: Chairman and Managing Director

2. Mr. Sanjay Bahl: Chief Financial Officer

3. Mr. Thomas Fernandes: Company Secretary

17. Committees of the Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Remuneration and Nomination Committee

3. Committee of Directors (Stakeholders’ Relationship Committee)

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.

18. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed during the year under review. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors and Non-Executive Directors. The Board of Directors expressed their satisfaction with the evaluation process.

19. Particulars of Loans, Guarantees or Investments by the Company

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements.

20. Vigil Mechanism / Whistle Blower Policy

The Company has a Whistle Blower Policy to report genuine concerns or grievances for redressal. The Whistle Blower Policy has been posted on the website of the Company viz. www.raymond.in. During the year under review one complaint was received by your company which was duly investigated by an independent external professional and disposed.

21. Remuneration and Nomination Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy have been posted on the website of the Company viz. www.raymond.in

22. Related Party Transactions

All transactions entered with Related Parties for the year under review were on arm’s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus a disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. All related party transactions are mentioned in the Notes to the Financial Statements. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.

All Related Party Transactions are placed before the Audit Committee as also before the Board for approval. Omnibus approval was obtained on a yearly basis for transactions which were of repetitive nature. Transactions entered into pursuant to omnibus approval are audited by the Risk Assurance Department of the Company and a statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The Company has put in place a mechanism for certifying the Related Party Transactions Statements placed before the Audit Committee and the Board of Directors from a reputed Independent Chartered Accountant firm.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz. www.raymond.in. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

23. Significant and Material Orders Passed by the Regulators or Courts

There were no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

24. Directors’ Responsibility Statement

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

(iii) that 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;

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

(v) that 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

(vi) that 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.

25. Auditors

(a) Statutory Auditor

Messrs Walker Chandiok & Co. LLP, Chartered Accountants (ICAI FRN 001076N/N500013) are the statutory auditors of the Company for the year ended March 31, 2018. Their appointment as the statutory auditors will be ratified at the ensuing Annual General Meeting pursuant to the provisions of Section 139 of the Companies Act, 2013, and Rules made thereunder.

There is no audit qualification, reservation or adverse remark for the year under review.

(b) Cost Auditor

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records relating to Textile Divisions every year.

The Board of Directors, on the recommendation of the Audit Committee, has appointed Messrs R. Nanabhoy & Co., Cost Accountants, (Firm Registration Number 000010) as Cost Auditor to audit the cost records of the Company for the Financial Year 2018-19. As required under the Companies Act, 2013, a resolution seeking members’ approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

(c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board has appointed Messrs Ashish Bhatt & Associates, a firm of Company Secretaries in Practice (C.P.No.2956) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure-B and forms an integral part of this Report.

There is no secretarial audit qualification for the year under review.

26. Internal Control Systems and their Adequacy

Your Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Company’s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to Messrs Mahajan & Aibara LLP, a reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and 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 suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

27. Risk Management

Risk management is embedded in your Company’s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company’s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the Company is exposed to are:

Financial risks

The Company’s policy is to actively manage its foreign exchange risk within the framework laid down by the Company’s forex policy approved by the Board. Given the interest rate fluctuations, the Company has adopted a prudent and conservative risk mitigation strategy to minimize financial and interest cost risks.

Commodity price risks

The Company is exposed to the risk of price fluctuations of raw materials as well as finished goods. The Company proactively manages these risks through forward booking, inventory management and proactive vendor development practices. The Company’s reputation for quality, product differentiation and service, coupled with the existence of powerful brand image with a robust marketing network mitigates the impact of price risk on finished goods.

Regulatory risks

The Company is exposed to risks attached to various statutes, laws and regulations including the Competition Act. The Company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

Human resource risks

Retaining the existing talent pool and attracting new talent are major risks. The Company has initiated various measures including rolling out strategic talent management system, training and integration of learning and development activities. The Company has also established a “Raymond Leadership Academy” which helps to identify, nurture and groom managerial talent within the Raymond Group to prepare them for future business leadership.

Strategic risks

Emerging businesses, capital expenditure for capacity expansion etc, are normal strategic risks faced by the Company. However, the Company has well-defined processes and procedures for obtaining approvals for investments in new businesses and capacity expansions.

28. Corporate Social Responsibility (CSR)

As a part of its initiative under the “Corporate Social Responsibility” (CSR) drive, the Company has undertaken projects in the area of eradicating hunger, preventive health care, water conservation, environment sustainability, women empowerment, girls education, child development and enhancing vocational skills. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company’s CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure-C and forms an integral part of this Report.

29. Environment 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.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints. Besides, redressal is placed on the intranet for the benefit of employees. During the year under review, no complaints were reported to the Board.

30. Human Resources and Industrial Relations

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organization’s growth and its sustainability in the long run.

31. Statutory Information

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, 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.

The Disclosure required under Section 197(12) of the Companies Act, 2013 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. 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) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-F and forms an integral part of this report. The above Annexure is not being sent along with this annual report to the members of the company in line with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.

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

32. Business Responsibility Report

The Business Responsibility Report as required by Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed as Annexure-G and forms an integral part of this Report.

33. Cautionary Statement

Statements in this Directors’ Report and Management Discussion and Analysis 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.

34. Appreciation

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Company’s achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board

Gautam Hari Singhania

Chairman and Managing Director

DIN:00020088

Mumbai, April 24, 2018

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Ninetieth Annual Report together with the Audited Financial Statements for the year ended March 31, 2015. The Management Discussion and Analysis is also included in this Report.

1. CORPORATE OVERVIEW

Raymond Limited ("Your Company") is a leading Indian Textile and Branded Apparel Company, with interests in Engineering (Files, Power Tools, Auto Components) and FMCG sectors. The Group has its corporate headquarters at Mumbai.

2. OVERVIEW OF THE ECONOMY

As per the latest GDP growth estimates, Indian economy grew by 7.4% in FY15 compared to 6.9% in FY14, mostly driven by improved economic fundamentals and revision of GDP methodology calculation. Even inflation showed signs of moderation, a welcome sign - wholesale price and consumer price inflation declined to 4.2% and 7.4% respectively, compared with last year''s 6.3% and 10.1%. Reduced inflation, falling crude oil prices, stable Rupee, improved purchasing power and consumer spending, higher capital inflows supported by the government policy reforms have already put India on an accelerating growth track and improved the business outlook.

The Government envisages GDP growth to accelerate to 8% in FY16 driven by strengthening macroeconomic fundamentals and implementation of policy reforms recently announced. Reforms like e-auctions of coal mines and telecom, FDI hike in insurance, speedier regulatory approvals etc. will be critical growth enablers to de-bottleneck stalled projects, improve the investment outlook and the ease of doing business in the country. Reforms currently underway such as GST implementation, Amendment on Land Acquisition Bill, Labour Reforms, etc. are expected to provide the requisite thrust for growth in the medium-term.

3. FINANCIAL PERFORMANCE

Amid optimism and rising business sentiments,yourCompany reported a top-line growth of 21% over the Previous Year. At Standalone level, the Gross Revenue from operations stood at Rs. 2645.47 crore compared with Rs. 2185.91 crore in the Previous Year. The Operating Profit before tax stood at Rs. 111.58 crore as against Rs. 64.61 crore in the Previous Year. The Net Profit for the year stood at Rs. 100.00 crore against Rs. 88.12 crore reported in the Previous Year.

The Consolidated Gross Revenue from operations for FY 2015 was placed atRs. 5374.54crore (Previous Year: Rs. 4593.74 crore), registering a growth of 17%. The Consolidated Operating Profit stood atRs. 159.72 crore (Previous Year: Rs. 160 crore). The Consolidated Profit after tax stood at Rs. 112.81 crore (Previous Year: Rs. 107.63 crore).

4. DIVIDEND AND RESERVES

Your Directors recommend a dividend of 30% i.e. Rs. 3 per equity share of face value of Rs. 10 each aggregating to

Rs. 18.41 crore (Previous Year: Rs. 12.28 crore). During the year under review, your Company transferred a sum of Rs. 43.75 crore to the Debenture Redemption Reserve (Previous Year: Rs. 45 crore).

During the year under review, no amount was transferred to General Reserve.

5. SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2015 stood at Rs. 61.38 crore. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2015, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

6. ANALYSIS AND REVIEW

Textile and Apparel Industry Conditions

The Textile and Apparel industry contributes around 6% to India''s GDP, 11% to export earnings and is the second largest employer (-whopping 55 million people) after agriculture. The industry has shown continued growth with a potential to increase its global trade share from the current 4.5% to 8% (USD 80 Billion) in the next 5 years supported by a rich abundance of raw material, skilled labour and talent.

In FY 2015, the textile industry is estimated to have contributed USD 42 Billion (4%) to India''s GDP, and 27% to the country''s foreign exchange inflows.

Opportunities and Challenges

Being the second largest employer in India coupled with strong industry linkages with the rural economy augurs Indian textile industry as one of the most significant sectors with an incremental growth potential. Rural economy has seen a spurt in income levels the last few years and this is the right time to juxtapose their synergies to promote the industry''s growth. Being one of the key focus sectors under the Government''s ''Make in India'' campaign is a testimony to the huge growth potential the industry holds, both in terms of infrastructure development and skill improvement. Globally, favourable trade policy reforms would also allow the industry to expand its trade partners, improve its export competitiveness and contribute substantially to the nation''s income.

However, the growth prospects are constrained by many challenges including rising input costs (wages, power and interest costs), restrictive labour laws and intensified competition from other low cost countries like Bangladesh. Such issues need to be addressed to result in unlocking maximum industry growth potential.

Performance Highlights

During FY 2015, your Company''s total Textile sales registered a growth of 24%; Net Revenue being Rs. 2538.66 crore as againstRs. 2051.29 crore in FY 2014. The increase in sales was led by volume growth in domestic and export market and deeper penetration of shirting fabric market.

Raw Material

Major raw material prices, namely Wool, Polyester Staple Fibre, Viscose Staple Fibre and Polymers were soft during the year, largely because of steady international prices and a stable Rupee. Multiple internal raw material cost saving initiatives have also helped in keeping costs in control.

Retail network presence

Your Company was judicious in its Retail expansion plans. The Retail network now covers a large number of Tier 4 and 5 cities. As on March 31, 2015 your Company had 1003 retail stores (including 43 overseas stores) across all formats.This includes TRS (The Raymond Shop), EBO (The Exclusive Brand Outlet) and Made-to-Measure (MTM).

7. FINANCE AND ACCOUNTS

In FY 2015, your Company had issued and allotted 10.20% - 750 Unsecured Redeemable Non-Convertible Debentures (NCD) Series G of Rs. 10,00,000/- each for cash at par aggregating to Rs. 75 crore on private placement basis. The aforesaid NCD Series is listed on Wholesale Debt Market (WDM) of National Stock Exchange of India Limited. During the year under review, 750 Unsecured Redeemable Non- Convertible Debentures (NCD) Series B of Rs. 10,00,000/- each were redeemed.

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2015.

There is no audit qualification in the standalone or in the consolidated financial statements by the statutory auditors for the year under review.

8. PERFORMANCE OF SUBSIDIARY COMPANIES Domestic subsidiaries

Raymond Apparel Limited

Raymond Apparel Limited brings to the customers the best of fabric and styling through some of India''s most prestigious brands - Raymond Premium Apparel, Park Avenue and Parx.

The Gross Revenue of the company stood at Rs. 702.31 crore (Previous Year: Rs. 599.17 crore). Profit after tax for the year stood atRs. 15.49 crore (Previous Year: Rs. 8.19 crore).

The commendable growth is driven by strong performance across all three Brands. Multiple strategic initiatives undertaken have helped to reduce input costs and improve design and quality, thus resulting in higher efficiency and effective supply chain management.

Colorplus Fashions Limited

This company operates as the ready-to-wear premium casual lifestyle brand for men under the ''Colorplus'' brand.

The company''s Gross Revenue for FY 2015 stood at Rs. 245.47 crore (Previous Year: Rs. 210.44 crore). The company made a loss ofRs. 12.70 crore (Previous Year: Rs. 6.01 crore).

Silver Spark Apparel Limited

The company has a quality overseas clientele, and the strong export order book led to a strong sales growth performance.

The Gross Revenue of the company for FY 2015 stood at Rs. 392.78 crore (Previous Year: Rs. 313.91 crore). The company had a profit after tax of Rs. 16.24 crore (Previous Year: Rs. 22.33 crore).

Celebrations Apparel Limited

This company has a state-of-the art manufacturing facility for formal shirts. The Gross Revenue of the company for FY 2015 was placed at Rs. 59.20 crore (Previous Year: Rs. 28.10 crore). The company incurred a loss ofRs. 0.87 crore (Previous Year: Rs. 0.46 crore).

Everblue Apparel Limited

This company has a state-of-the art denim-wear facility offering seamless denim garmenting solutions. The Gross Revenue of the company for FY 2015 stood atRs. 51.83 crore (Previous Year: Rs. 50.19 crore). The company earned a Profit after Tax ofRs. 0.72 crore (Previous Year: Rs. 0.73 crore).

Raymond Woollen Outerwear Limited

The Gross Revenue of the company for FY 2015 stood at Rs. 4.09 crore (Previous Year: Rs. 5.39 crore). During the year, the company had a profit of Rs. 0.06 crore (Previous Year: loss Rs. 0.27 crore).

JK Files (India) Limited

This company is the largest manufacturer of steel files in the world with a global market share of 30% in the files business. The company reported a Gross Revenue of Rs. 449.98 crore for the FY 2015 (Previous Year: Rs. 457.83 crore) with a loss of Rs. 2.49 crore (Previous Year: profit Rs. 4.42 crore). The loss was due to the adverse impact of low volume off-take in both domestic and export markets caused by weak economic conditions in the company''s main markets, hence impacting the operating margins.

JK Talabot Limited

This company manufactures files and rasps at its plant at Chiplun in Ratnagiri District, in the State of Maharashtra. During FY 2015, the Gross Revenue of the company stood at Rs. 27.07 crore (Previous Year: Rs. 27.59 crore). The company reported a profit after tax of Rs. 0.93 crore during FY 2015 (Previous Year: Rs. 2.89 crore).

Scissors Engineering Products Limited

The company registered a loss of Rs. 0.01 crore during the year under review (Previous Year: Loss of Rs. 0.004 crore).

Ring Plus Aqua Limited

This company manufactures high quality automotive components and supplies to the domestic markets as well as to Europe, North America and Latin America.

The Gross Revenue of the company stood at Rs. 221.25 crore (Previous Year: Rs. 235.28 crore). During the year under review, the company made loss of Rs. 12.29 crore (Previous Year: Profit Rs. 2.83 crore). In FY 2015, the challenging business environment in the Auto sector, both in the domestic and export market was responsible for the downturn in performance.

During the year under review, the company received the Bombay High Court order sanctioning the scheme of amalgamation of the company with erstwhile Trinity India Limited. The appointed date was April 1, 2013. Accordingly, the financial statement of this Company include the operations of both the Ring Gear Bearing and Forging Division.

Pashmina Holdings Limited

The company made a profit after tax of Rs. 0.57 crore in FY 2015 (Previous Year: Rs. 0.03 crore).

Raymond Luxury Cottons Limited

During the year under review, Raymond Zambaiti Limited has changed its name to "Raymond Luxury Cottons Limited". This company caters to niche high-value Luxury Cotton shirting customers. The erstwhile Joint Venture partner Cotonifico HoneggerS.p.A. was declared bankrupt by an Italian Court. The bankruptcy proceedings are in progress. The Company''s claim for a sum aggregating to Rs. 11 crore towards Export receivables has been admitted by the Italian Court Receiver. The Company has appointed an Italian Lawyer to protect its interest and attend to the legal proceedings in Italy.

During the year under review, Raymond Limited subscribed to the entire rights issue by the said Subsidiary Company and subscribed Rs. 20 crore of the Equity Share capital to help finance the expansion program of this subsidiary.

The Gross Revenue for the FY 2015 stood at Rs. 393.32 crore (Previous Year: Rs. 336.96 crore). The Net profit after tax stood atRs. 18.14 crore (Previous Year: Rs. 7.10 crore).

Overseas subsidiaries

Jay kayorg AG

This Company recorded a loss of CHF 1326008 (equivalent to Rs. 8.41 crore) for the year ended December 31, 2014 (Previous Year: Profit CHF 1681 (equivalent to Rs. 0.01 crore)).

Raymond(Europe) Limited

The Company recorded a profit of GBP 48197 (equivalent to Rs. 0.48 crore) for the year ended December 31, 2014 (Previous Year: Profit GBP 34664 (equivalent to Rs. 0.33 crore)).

R & A Logistics INC, USA

This Company is the subsidiary of Ring Plus Aqua Limited set up in USA to provide better service to US based customers, made a loss of USD 20,635 (equivalent to Rs. 0.09 crore) for the year ended March 31, 2015 (Previous Year: Profit USD 15003 (equivalent to Rs. 0.16 crore)).

9. PERFORMANCE OF OTHER COMPANIES

Raymond UCO Denim Private Limited

This company is engaged in the business of manufacturing and marketing of denim fabrics and garments. In FY 2015, revenue from Indian operations, net of returns and discounts recorded a 3% growth at Rs. 870.56 crore (Previous Year: Rs. 842.90 crore).

The company earned a profit after tax of Rs. 34.62 crore (Previous Year: Rs. 6.90 crore). This Company has successfully maintained its price leadership position. The company was able to sustain profitability through introduction of high margin value added products especially for the export markets.

10. QUALITY & ACCOLADES

Your Company continues to win awards year after year, thus reiterating its credible market position. Some awards during FY 2015 are:

(i) The Company has won the "Best Window Display 2015" for Colors of Wool campaign from Visual Merchandising &, Retail Design Awards 2015.

(ii) The Company has won the "Best Retail Store Design for Fashion Apparel Brand" for Raymond Ready-to-wear store, Viviana Mall, Thane from Visual Merchandising &, Retail Design Awards 2015.

(iii) The Company has won the "National Laadli Media & Advertising Awards for Gender Sensitivity 2013-14" (supported by UNFPA) for the Complete Man Husband Baby commercial.

(iv) The Chhindwara Textile Unit of the Company bagged the following awards:

- Best Employer Award by the Ministry of Labour & Employment, Government of Madhya Pradesh in the year 2014.

- Health, Safety and Environment Award for the year 2014 by National Safety Council Madhya Pradesh Chapter.

(v) Park Avenue has won the "Best Design Concept of the year" Award for Innovative AUTOFIT Concept at Images Fashion Awards 2015.

(vi) JK Files (India) Limited - Chiplun Unit has won the coveted "INDIZEN 2014 Award" for Excellence in Operations from KAIZEN Institute of India at National Case Study Competition.

11. CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards viz. AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India and forms a part of this Annual Report.

12. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

13. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure - A and forms an integral part of this Report.

14. DIRECTORS

The Board of Directors had on the recommendation of Remuneration and Nomination Committee appointed Shri Gautam Hari Singhania as Chairman and Managing Director of the Company for a period of five years effective from July 1, 2014 to June 30, 2019 and approved remuneration for a period of three years. The Board of Directors had on the recommendation of Remuneration and Nomination Committee also approved payment of remuneration for the remaining term of two years of Shri H. Sunder effective from July 29, 2014 to July 28, 2016.

During the year under review, the Company appointed Shri I. D. Agarwal, Shri Nabankur Gupta, Shri Pradeep Guha and Shri Boman R. Irani as Independent Directors of the Company with effect from January 1, 2015 for a period of five consecutive years.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Shri H. Sunder, Director retires by rotation at the forthcoming Annual General Meeting and, being eligible offers himself for re-appointment.

During the year under review, Shri Shailesh V. Haribhakti resigned as a Director of the Company with effect from September 26, 2014, since the revised Clause 49 of the Listing Agreement (effective from October 1, 2014), places restrictions on the number of directorships that an individual can serve as Independent Director in listed companies. The Board has placed on record its appreciation for the services rendered by Shri Shailesh V. Haribhakti during his tenure as a Director.

15. KEY MANAGERIAL PERSONNEL

During the year under review, the Company has appointed following persons as Key Managerial Personnel

Sr. Name of the person Designation No.

1. Shri Gautam Hari Singhania Chairman and Managing Director

2. Shri H. Sunder Whole-time Director

3. Shri M. Shivkumar Chief Financial Officer

4. Shri Thomas Fernandes Company Secretary

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

17. NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the Financial Year 2014-15 forms part of the Corporate Governance Report.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

19. WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower policy has been posted on the website of the Company (www.raymond.in).

20. REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy is explained in the Corporate Governance Report.

21. RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The Company has developed a Related Party Transactions framework through Standard Operating Procedures for the purpose of identification and monitoring of such transactions.

All Related Party Transactions are placed before the Audit Committee as also to the Board for approval. Omnibus approval was obtained on a quarterly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are audited by the Risk Assurance Department and a statement giving details of all Related Party Transactions are placed before the Audit Committee and Board for review and approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link of the same has been provided in the Corporate Governance Report. None of the Directors has any pecuniary relationship or transactions vis-d-vis the Company.

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

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

23. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

(iii) that 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;

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

(v) that 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

(vi) that 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.

24. STATUTORY AUDIT

Messrs Dalai & Shah, Chartered Accountants, (Firm Registration No: 102021W) who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re- appointment to audit the accounts of the Company for the financial year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from Messrs Dalai & Shah that their appointment, if made, would be in conformity with the limits specified in the said Section.

25. COST AUDIT

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records relating to Textile Division every year.

The Board of Directors, on the recommendation of Audit Committee, has appointed Messrs R. Nanabhoy & Co., Cost Accountants, as Cost Auditor to audit the cost accounts of the Company for the financial year 2015-16 at a remuneration ofRs. 3,50,000/- plus service tax as applicable and reimbursement of out of pocket expenses. As required under the Companies Act, 2013, a resolution seeking member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

The cost audit report for the financial year 2013-14 was filed with the Ministry of Corporate Affairs on September 3, 2014.

26. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Messrs Ashish Bhatt & Associates, a firm of Company Secretaries in Practice (C. P. No.2956) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure - B and forms an integral part of this Report.

There is no secretarial audit qualification for the year under review.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to Messrs Mahajan & Aibara, a reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and 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 suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

28. RISK MANAGEMENT

During the year under review, the Company engaged a reputed firm specializing in risk management to identify and evaluate elements of business risk. Consequently a revised robust Business Risk Management framework is in place. The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks.

Some of the risks that the Company is exposed to are:

Financial Risks

The Company''s policy is to actively manage its foreign exchange risk within the framework laid down by the Company''s forex policy approved by the Board.

Given the interest rate fluctuations, the Company has adopted a prudent and conservative risk mitigation strategy to minimize interest costs.

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw materials as well as finished goods. The Company proactively manages these risks through forward booking, inventory management and proactive vendor development practices. The Company''s reputation for quality, product differentiation and service, coupled with existence of powerful brand image with robust marketing network mitigates the impact of price risk on finished goods.

Regulatory Risks

The Company is exposed to risks attached to various statutes and regulations including the Competition Act. The Company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

Human Resources Risks

Retaining the existing talent pool and attracting new talent are major risks. The Company has initiated various measures including rolling out strategic talent management system, training and integration of learning and development activities. The Company has also established a "Raymond Leadership Academy", which helps to identify, nurture and groom managerial talent within the Raymond Group to prepare them for future business leadership.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has undertaken projects in the area of rural development and promoting healthcare. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company''s CSR policy. The Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure - C forming part of this Report. Apart from the CSR activities under the Companies Act, 2013 the Company continues to voluntarily support the following social initiatives:

i) Smt. Sulochanadevi Singhania School at Thane, Maharashtra run by Smt. Sulochanadevi Singhania School Trust ("the School Trust"),a public charitable education trust;

ii) Kailashpat Singhania High School in Chhindwara, Madhya Pradesh, run by an education society, both the schools have an overall strength of about 8000 students,

iii) Dr. Vijaypat Singhania School at Vapi, Gujarat run by the School Trust provides quality education not only to the Raymond employees'' children, but also to the children of the local populace.

ii) Raymond Rehabilitation Centre set-up for the welfare of under-privileged youth at Jekegram, Thane. This initiative enables less fortunate youth to be self- sufficient in life. This Centre provides free vocational training workshops to young boys over the age of 16. The three-month vocational courses comprise of basic training in electrical, air-conditioning & refrigeration and plumbing activities, and

iii) A Tailoring Trust named ''STIR'' (Skilled Tailoring Institute by Raymond) set up as a social initiative that provides tailoring skills to the underprivileged, school drop-outs, women and youth and helps improve their income generating capability and also retain the art of tailoring. Under the aegis of this Trust, Raymond Tailoring Centers have come up at Patna, Jaipur, Jodhpur and Lucknow.

30. ENVIRONMENT 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 environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its redressal is placed on the intranet for the benefit of its employees. During the year under review, no complaints were reported to the Board.

31. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on Key Result Areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining top talent through superior Learning & Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the organization''s growth and its sustainability in the long run.

32. STATUTORY INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure - D to this Report.

23 persons employed throughout the year, were in receipt of remuneration of Rs. 60 lac per annum or more amounting to Rs. 27.37 crore and 18 employees employed for the part of the FY 2015 were in receipt of remuneration of Rs. 5 lac per month or more amounting to Rs. 7.21 crore. During FY 2015, the Company had 7248 employees.

The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors'' Report for the year ended March 31, 2015 is given in a separate Annexure to this Report.

The above Annexure is not being sent along with this Report to the Members of the Company in line with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before the 90th Annual General Meeting and upto the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.

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

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable to your Company for the financial year ending March 31, 2015.

33. CAUTIONARY STATEMENT

Statements in this Directors'' Report & Management Discussion and Analysis 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 principle markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

34. APPRECIATION

Your Company will soon complete 90 eventful years of its existence in this Country. Very few brands continue to remain relevant and become iconic over such a long passage of time. Your Directors are proud of this rich heritage and thank all our stakeholders who have contributed to the success of your Company.

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Company''s achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board

Gautam Hari Singhania Mumbai, April 29, 2015 Chairman and Managing Director

---

Mar 31, 2014

Dear Members

The Directors are pleased to present the Eighty Ninth Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2014. The Management Discussion and Analysis is also incorporated into this Report.

1. CORPORATE OVERVIEW

Raymond Limited ("Your Company") is India''s leading Textile and Branded Apparel Company, with interests in Engineering (Files, Power Tools, Auto Components) and FMCG having its corporate headquarters in Mumbai.

2. OVERVIEW OF THE ECONOMY

According to the latest estimate, Indian economy grew by 4.7% in FY 2014. Despite a good monsoon, the manufacturing indices had declined, commodity prices stayed at high levels and food inflation reached an all-time high, which resulted in sustained CPI inflation of over 10% in the last financial year. The Rupee depreciated significantly before retracting in the latter half of the year. Consumer sentiments remained subdued for most part of FY 2014.

However, the slow GDP growth appears to have bottomed out and post elections, economic activity is expected to pick up from the second quarter of FY 2015.

3. FINANCIAL PERFORMANCE

During FY 2014, against the backdrop of a challenging business environment, your Company reported a top-line growth of 7.4% over the previous year. At Standalone level, the Gross Revenue from operations stood at Rs. 2185.91 crore as compared with Rs. 2034.51 crore in the previous year. The Operating Profit before tax stood at Rs. 64.61 crore as against Operating Loss of Rs. 6.82 crore in the previous year. The Net Profit for the year stood at Rs. 88.12 crore against a loss of Rs. 47.84 crore reported in the previous year.

During FY 2014, your Company completed the restructuring exercise of its Suit Manufacturing Plant at Bangalore by transfering it as a going-concern on a slump sale basis to its wholly-owned subsidiary, Silver Spark Apparels Limited, effective October 1, 2013. This restructuring exercise has resulted in the consolidation of the suit manufacturing business in Silver Spark Apparels Limited. In view of this exercise the standalone performance of the Company for FY 2014 is strictly not comparable with that of the previous year.

The Consolidated Gross Revenue from operations for FY 2014 was placed at Rs.4593.74crore (Previous Year: Rs.4140.42 crore), registering a growth of 11.9%. The Consolidated Operating Profit stood at Rs. 160.00 crore (Previous Year: Rs. 65.64 crore). The Consolidated Profit after tax stood at Rs. 107.63 crore as against a Profit after tax of Rs. 28.73 crore in the previous year.

Appropriation

Your Directors recommend a dividend of 20% aggregating to Rs. 12.28 crore (Previous Year: Rs. 6.14 crore). The dividend distribution tax on the recommended dividend amounts to Rs. 2.09 crore (Previous Year: Rs. 1.00 crore). During the year under review, your Company transferred a sum of Rs. 45.00 crore to the Debenture Redemption Reserve (Previous Year: NIL).

An amount of Rs. 8.81 crore (Previous Year: NIL) is transferred to General Reserves and the surplus of Rs. 34.31 crore is being carried to the Balance Sheet.

4. ANALYSIS AND REVIEW

Textile and Apparel Industry Conditions

Indian Textiles industry is one of the leading sectors of the Indian economy and contributes significantly to the country''s industrial output (14%). It employs 35 million people in direct employment and another 20 million in indirect employment, and earns much needed foreign currency with 17% of India''s exports coming from Textiles and Garments. Overall, it contributes 4% to India''s GDP.

Opportunities and Challenges

Textile industry is one of the largest employers in India and has strong linkages with the rural economy. The growing young middle-class population is a source of great potential and provides immense opportunities to spur growth in the industry going forward.

The major challenge that the textile and apparel industry is facing is rising production costs, arising out of rising wages, power and interest costs.

Performance Highlights

During FY 2014, your Company''s total textile sales registered a growth of 7.4%; Net Revenue being Rs. 2014.16 crore as againstRs. 1873.85 crore in FY2013.

Raw Material

Wool prices remained high mainly due to the strong Australian Dollar during the first half of the financial year, which had made imports costlier. The prices of other major raw materials, namely Polyester Staple Fibre, Viscose Staple Fibre and Polyester Tow, were steady.

Retail network presence

Your Company moderated its Retail expansion roll-out. The Retail network now covers a large number of class 4 and 5 cities. As on March 31, 2014 your Company had 946 retail stores (including 43 overseas stores) across all formats. This includes TRS (The Raymond Shop), EBO (The Exclusive Brand Outlet) and Made-to-Measure (MTM).

5. FINANCE AND ACCOUNTS

In FY 2014, your Company had issued and allotted 10.55%-1000 Unsecured Redeemable Non-Convertible Debentures (NCD) Series C of Rs. 10,00,000/- each for cash at par aggregating to Rs. 100 crore, 11.25% - 300 Unsecured Redeemable Non- Convertible Debentures (NCD) Series D of Rs. 10,00,000/- each for cash at par aggregating to Rs. 30 crore, Zero Coupon -1350 Unsecured Redeemable Non-Convertible Debentures (NCD) Series E &, F of Rs. 10,00,000/- each for cash aggregating to Rs. 135 crore on private placement basis. All the aforesaid NCDs Series are listed on Wholesale Debt Market (WDM) of National Stock Exchange of India Limited.

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 1956 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent and reasonable basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31,2014.

The observations made by the Auditors in their Report have been clarified in the relevant notes forming part of the Accounts, which are self-explanatory.

6. PERFORMANCE OF SUBSIDIARY COMPANIES

Domestic subsidiaries

Raymond Apparel Limited

Raymond Apparel Limited brings to the customers the best of fabric and styling through some of the country''s most prestigious brands - Raymond Premium Apparel, Park Avenue and Parx.

The Gross Revenue of the company stood at Rs. 599.1 7 crore (Previous Year: Rs. 599.83 crore). Profit after tax for the year stood at Rs. 8.19 crore as against a Loss ofRs. 13.41 crore in the previous year.

Margins in the Apparel business were impacted due to lower off-take, inventory overhang and high retail expenses of new stores. Various initiatives were taken in the last one year with a plan to reduce the overheads and improve the operations through supply chain efficiencies, back-office consolidation and complete outsourcing of manufacturing activities. These are expected to improve the performance of the company.

Colorplus Fashions Limited

This company is in the business of premium casual-wear apparel under the ''Colorplus'' brand.

The company''s Gross Revenue for FY 2014 stood at Rs. 210.44 crore (Previous Year: Rs. 189.78 crore). The loss was placed at Rs. 6.01 crore (Previous year profit: Rs. 2.46 crore). The slowdown in the economy and the weak consumer sentiment impacted the performance of the company.

Silver Spark Apparel Limited

The company has a good overseas clientele base. Growth in Sales was led by a strong export order book and the appreciating Dollar.

The Gross Revenue of the company for FY 2014 stood at Rs. 313.91 crore as against Rs. 225.53 crore in the previous year. The company had a profit after tax of Rs. 22.33 crore (Previous Year: Rs. 16.55 crore).

Celebrations Apparel Limited

This company has a state-of-the art manufacturing facility for formal shirts. The Gross Revenue of the company for FY 2014 was placed atRs.28.10 crore (Previous Year: Rs.22.10 crore). The company incurred a loss of Rs. 0.46 crore (Previous Year loss: Rs. 0.85 crore).

Everblue Apparel Limited

This company has a state-of-the art denim-wear facility offering seamless denim garmenting solutions. The company earned a Profit after tax of Rs. 0.73 crore (Previous Year: Rs. 0.92 crore).

Raymond Woollen Outerwear Limited

The Gross Revenue of the company for FY 2014 stood at Rs. 5.39 crore (Previous Year: Rs. 2.58 crore). During the year, the company had a loss of Rs. 0.27 crore as against a loss of Rs. 0.61 crore in the previous year).

JK Files (India) Limited

This company is the largest manufacturer of steel files in the world with a global market share of over 30% in the files business. The company reported a Gross Revenue of Rs. 457.55 crore for the year under review (Previous Year: Rs.414.58 crore). The prof it aftertaxwasRs.4.42 crore (Previous Year: Rs. 13.98 crore). The performance of this company was adversely impacted by the downturn in the Indian manufacturing sector.

JK Talabot Limited

This company manufactures files and rasps at its plant at Chiplun in Ratnagiri District, in the State of Maharashtra. During FY 2014, the Gross Revenue of the company stood at Rs. 27.59 crore (Previous Year: Rs. 26.11 crore). The company recorded a profit after tax of Rs. 2.89 crore during FY 2014 (Previous Year: Rs. 1.37 crore).

Scissors Engineering Products Limited

The company registered a loss of Rs. 0.004 crore during the year under review (Previous Year: Loss of Rs. 0.004 crore)

Ring Plus Aqua Limited (Holding Company of Trinity India Limited)

This company manufactures high quality automotive components and supplies to the domestic markets as well as to the markets in Europe, North America and Latin America. The company has factories at two separate locations at Sinnar near Nasik, Maharashtra.

The Gross Revenue of the company stood at Rs. 165.20 crore (Previous Year: Rs. 138.97 crore). The net profit after tax was placed at Rs. 10.34 crore (Previous Year: Rs. 4.98 crore). In FY2014, in spite of challenging business environment in the Auto sector, the company has performed better compared to the previous year.

Trinity India Limited

This company is a subsidiary of Ring Plus Aqua Limited and supplies forgings mainly to the auto sector. During the year the Gross Revenue of the company was placed at Rs. 75.57 crore (Previous Year: Rs. 91.88 crore). The company recorded a loss of Rs. 9.54 crore as against a profit of Rs.2.35 crore in the previous year. The company''s performance was adversely impacted by the downturn in the auto sector and the unanticipated stoppage of business by one major customer.

In order to consolidate the auto component businesses into a single legal entity, to leverage the synergies between the two auto component companies, and to rationalize and optimally utilize resources, infrastructure, marketing as well as manufacturing, Trinity India Limited has sought the approval of the High Court, Bombay under Section 391-394 of the Companies Act, 1956 for its amalgamation with its holding company. The appointed date of this amalgamation is April 1, 2013. The legal process for the said amalgamation is expected to complete shortly. Trinity India Limited shall stand dissolved without winding up, upon completion of the amalgamation. In view of the Petitions pending before the High Court, the financial statements of Ring Plus Aqua Limited and this company have been prepared and audited for the purpose of enabling your Company to prepare its consolidated financial statements for the FY 2014.

Pashmina Holdings Limited

The company made a profit after tax of Rs. 0.03 crore in FY 2014 as compared with Rs. 0.42 crore in the previous year.

Raymond Zambaiti Limited

This company caters to high-value Luxury Cotton shirting customers. In view of defaults committed by M/s. Cotonificio Honegger S.p.A. (CH), the erstwhile Joint Venture Partner in this company, your Company terminated the Joint Venture Agreement. Your Company subscribed to the rights issue of Raymond Zambaiti Limited and consequently, Raymond Zambaiti Limited has become a subsidiary of the Company.

The Gross Revenue for the year stood at Rs. 336.95 crore (Previous Year: Rs. 296.91 crore). The Net profit after tax stood atRs. 7.10 crore as against Rs. 3.50 crore in the previous year.

Overseas subsidiaries

Jaykayorg SA recorded a profit of CHF 1681 (equivalent to Rs. 0.01 crore) for the year ended December 31, 2013 (Previous Year Profit: CHF 170544 (equivalent to Rs. 0.99 crore)).

Raymond (Europe) Limited recorded a profit of GBP 34664 (equivalent to Rs. 0.53 crore) for the year ended December 31, 2013 (Previous Year Profit: GBP 47095 (equivalent to Rs.0.41 crore)).

R & A Logistics INC, USA, a subsidiary of Ring Plus Aqua Limited set up in USA to provide better service to US based customers, earned a profit of US$ 15003 (equivalent to Rs. 0.09 crore) for the year ended March 31, 2014 (Previous Year Profit US$ 12037 (equivalent to Rs.0.10 crore)).

7. PERFORMANCE OF OTHER COMPANIES

Raymond UCO Denim Private Limited

This company is engaged in the business of manufacturing and marketing of denim fabrics. In FY 2014, revenue from Indian operations, net of returns and discounts recorded a 9% growth at Rs. 842.90 crore vis-d-vis Rs. 772.36 crore in the previous year.

The company recorded a profit after tax of Rs. 27.84 crore as against Rs. 35.55 crore in the previous year. This company has successfully maintained its price leadership position. However, margins were under pressure due to rise in cotton prices and over-capacity situation in the industry. Introduction of high margin value added products and thrust on exports have sustained positive results for the company.

8. QUALITY & ACCOLADES

Your Company continues to win awards year-on-year. Some awards during FY 2014 are:

(i) The Vapi Textile Unit of the Company was awarded the 2nd Prize in National Energy Conservation Award 2013 presented by Hon''ble President of India, Shri Pranab Mukherjee.

(ii) The Chhindwara Textile Unit of the Company bagged the following awards:

- Second prize in National Productivity Competition organized by Indian Institution of Industrial Engineering (HIE).

- Winner of Gold Award by Parivartan Quality Circle in Quality Progress Convention 2014 at Institute of Engineers (India), Nagpur.

(iii) The Jalgaon Textile Unit of the Company bagged the following awards:

- Greentech Safety Award 2013 in Gold category.

- District Disaster Management Awards forsustainable Growth in Safety Management by District Authority for the year 2013.

- 8th State Level Energy Conservation Award 2013 in Gold category from Maharashtra Government.

(iv) Park Avenue has won the Images Fashion Awards for "Best Innovative Fashion Concept" in the Menswear category

(v) Raymond Zambaiti Limited has bagged the National award- 1st under the category of Private Manufacturing Organisation - Medium, conferred by The Institute of Cost Accountants of India.

(vi) Silver Spark Apparel Limited has won the AEPC Export Award for 2012-2013 in the category of Highest Unit Value Exporter.

(vii) JK Files (India) Limited has been awarded Star Performer Award for the exports in the year 2012-13 in the product group of "Hand Tools" - Large Enterprise Category

9. CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards viz. AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India and forms a part of this Annual Report.

10. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance, is set out in the Annexure forming part of this Report.

11. DIRECTORS

Smt. Nawaz Gautam Singhania was appointed as an Additional Director of the Company with effect from April 30, 2014. In terms of Section 161 of the Companies Act, 2013, Smt. Nawaz Singhania holds office only upto the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing her name for the office of Director.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Shri H. Sunder and Shri Boman Irani, Directors retire by rotation at the forthcoming Annual General Meeting and, being eligible offer themselves for re-appointment.

Shri P. K. Bhandari resigned as a Director of the Company w.e.f. April 23,2014. The Board places on record its appreciation for the services rendered by Shri PK. Bhandari during his tenure as Director.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 21 7 (2AA) of the Companies Act, 1956:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) that 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, 2014 and of the profit of the Company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the annual accounts have been prepared on a going concern basis.

13. AUDIT

Messrs. Dalai & Shah, Chartered Accountants, who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2014-15. As required under the provisions of Section 139 of the Companies Act, 2013 the Company has obtained written confirmation from Messrs. Dalai & Shah that their appointment, if made, would be in conformity with the limits specified in the said Section.

As per the requirement of Central Government and pursuant to Section 233B of the Companies Act, 1956, your Company has been carrying out an audit of cost records relating to Textile Division every year.

The Company has appointed Messrs. R. Nanabhoy & Co., Cost Accountants, as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2014-15.

The cost audit report for the Financial Year 2012-13 was filed with the Ministry of Corporate Affairs on August 29, 2013.

14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk- mitigation system, which is constantly assessed andstrengthened with new/revised standard operating procedures.

The Company has entrusted the internal & operational audit to Messrs. Mahajan & Aibara, a reputed firm of Chartered Accountants. The main thrust of the internal audit process is test and review of controls, independent appraisal of risks, business processes and benchmarking internal controls with best practices.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors.

15. RISK MANAGEMENT

The Company is exposed to risks from market fluctuations of foreign exchange, interest rates, commodity prices, business risks, compliance risks and people risks.

Foreign Exchange Risks

The Company''s policy is to actively manage its foreign exchange risk within the framework laid down by the Company''s forex policy approved by the Board.

Interest Rate Risks

Given the interest rate fluctuations, the Company has adopted a prudent and conservative risk mitigation strategy to minimize interest costs.

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw materials as well as finished goods. The Company proactively manages these risks through forward booking, inventory management, proactive vendor development practices. The Company''s strong reputation for quality, product differentiation and service, the existence of a powerful brand image coupled with a robust marketing network mitigates the impact of price risk on finished goods.

Risk Element in Individual Businesses

Apart from the risks on account of interest rate, foreign exchange and regulatory changes, the businesses are exposed to various risks, which are managed through periodic monitoring and timely corrective actions.

Compliance Risks

The Company is exposed to risks attached to various statutes and regulations including the Competition Act. The Company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

People Risks

Retaining the existing talent pool and attracting new manpower are major risks. The Company has initiated various measures such as rollout of strategic talent management system, training and integration of learning activities. The Company has also established a "Raymond Leadership Academy", which helps to identify, nurture and groom managerial talent within the Raymond Group to prepare them for future business leadership.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company continues to support the following CSR initiatives:

i) Smt. Sulochanadevi Singhania School at Thane, Maharashtra run by Smt. Sulochanadevi Singhania School Trust ("the School Trust"), a public charitable education trust and Kailashpat Singhania High School in Chhindwara, M.P., run by an education society, having overall strength of about 8000 students, provide quality education not only to the Raymond employees'' children, but also to the children of the local populace.

The School Trust has set up Dr. Vijaypat Singhania School at Vapi, Gujarat which is expected to commence its session from June 2014 and will also follow the ICSE Curriculum.

ii) J. K. Trust Gram Vikas Yojana (JKTGVY) launched in 1997 helps transfer of the technical expertise in Cattle Breeding sector gained over three decades to the grass- root level. The mission of this initiative is to significantly improve the quality of life in India''s rural areas through a "Cattle Breed Improvement Programme". As on March 31, 2014, this initiative touches the lives of 3 Million rural poor in about 30,000 villages through a network of 3944 Integrated Livestock Development Centre in 122 districts of Andhra Pradesh, Bihar, Chhattisgarh, Gujarat, Haryana, Madhya Pradesh, Odisha and Punjab.

J. K. Trust Gram Vikas Yojana has become the largest NGO in animal husbandry sector in India.

iii) Raymond Rehabilitation Centre has been set-up for the welfare of under-privileged youth at Jekegram, Thane. This initiative enables less fortunate youth to be self-sufficient in life. The Centre provides free vocational training workshops to young boys over the age of 16. The three-month vocational courses comprise of basic training in electrical, air-conditioning & refrigeration, plumbing etc.;

iv) A Tailoring Trust named ''STIR'' (Skilled Tailoring Institute by Raymond) has been set up, as a social initiative that provides tailoring skills to the underprivileged, school drop-outs, women and youth and helps improve their income generating capacity and also retain the art of tailoring. Under the aegis of this Trust, four Raymond Tailoring Centers have come up at Patna, Jaipur, Jodhpur and Lucknow. This year six such Raymond Tailoring Centers are proposed to be set up in the States of Uttar Pradesh and West Bengal.

17. ENVIRONMENT 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 environmental regulations and preservation of natural resources.

18. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on Key Result Areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining top talent through superior Learning & Organization Development interventions. Corporate Learning & Organization Development is a part of Corporate HRfunction. It is a critical pillar to support the organization growth and its sustainability over the long run.

19. STATUTORY INFORMATION

Information pursuant to sub-section 1 (e) of Section 21 7 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure - 1 to this Report.

21 persons employed throughout the year, were in receipt of remuneration of Rs. 60 lac per annum or more amounting to Rs. 22.11 crore and 9 employees employed for part of the FY 2014 were in receipt of remuneration of Rs. 5 lac per month or more amounting to Rs. 4.50 crore. During FY 2014, the Company had 7324 employees.

The information required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors'' Report for the year ended March 31, 2014 is given in a separate Annexure to this Report.

The above Annexure is not being sent along with this Report to the Members of the Company in line with the provisions of Section 219 (l)(b)(iv) of the said Act. Members who are interested in obtaining these particulars may write to the Company Secretary atthe Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before the 89th Annual General Meeting and up to the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.

In view of the general exemption granted by the Ministry of Corporate Affairs, the report and accounts of subsidiary companies are not required to be attached to your Company''s Accounts. Accordingly, your Company has presented in this Report, the consolidated financial statements of the holding company and all its subsidiaries, duly audited by the Statutory Auditors.

The Company has disclosed in the Consolidated Balance Sheet the information required to be provided as per General Circular No. 2/2011 dated February 8, 2011 of Ministry of Corporate Affairs. Shareholders desirous of obtaining the report and accounts of your Company''s subsidiaries may obtain the same upon request. The report and accounts of the subsidiary companies will also be kept for inspection at your Company''s registered office. Further, the report and accounts of the subsidiary companies will also be available on your Company''s website www.raymond.in, in a downloadable format.

The Company has not accepted any deposits, within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made thereunder.

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable to your Company for the financial year ending March 31, 2014.

20. CAUTIONARY STATEMENT

Statements in this Directors'' Report &, Management Discussion and Analysis 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 a difference to the Company''s operations include raw material availability and 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 incidental factors.

21. APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your Company''s achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board

Gautam Hari Singhania

Mumbai, April 30,2014 Chairman and Managing Director

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Mar 31, 2013

Dear Members,

The Directors are pleased to present the Eighty Eighth Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2013. The Management Discussion and Analysis has also been incorporated into this Report.

1. CORPORATE OVERVIEW

Raymond Limited ("Your Company") is India''s Leading Textile and Branded Apparel Company with interests in FMCG, Engineering (files, power tools and auto components) business having its corporate headquarters in Mumbai.

2. OVERVIEW OF THE ECONOMY

According to the latest estimate, Indian economy grew by 5% in FY 2013, reflecting lower than expected growth in both industry and service sectors. Inflation also was at elevated levels. However with commodity and crude oil prices on the decline from the peak and with various policy initiatives coming through, the economy is estimated to grow by around 6% in FY 2014 with lower inflation.

Your Company''s mainstay textile business performance was adversely impacted by the weak consumer sentiment resulting in lower discretionary spends and increase in input costs.

3. FINANCIAL PERFORMANCE

During FY 2013, against the backdrop of an extremely challenging business environment, your Company reported a top-line growth of 8.5% over the previous year. The Standalone Gross revenue from operations stood at Rs. 2034.51 crore as compared to Rs. 1874.64 crore in the previous year. The Operating Loss before tax and exceptional item stood at Rs. 6.82 crore as against Operating Profit of Rs. 83.74 crore in the previous year. The loss for the year was Rs. 47.84 crore (Previous Year: Net Profit after tax Rs. 56.35 crore).

The Consolidated Gross revenue from operations for the FY 2013 was at Rs. 4140.42 crore (Previous Year: Rs. 3708.70 crore). The Consolidated Operating Profit stood at Rs. 65.64 crore (Previous Year: Rs. 204.39 crore). The Consolidated Net Profit after tax was Rs. 28.73 crore (Previous Year: Net Profit after tax Rs. 155.78 crore).

The Hon''ble High Court of Bombay has approved the Scheme of Arrangement for the demerger of Jalgaon Unit of Raymond Woollen Outerwear Limited (RWOL) with your Company under Section 391-394 of the Companies Act, 1956 from the appointed date of April 1, 2012. This will synergize and rationalize operating costs. The results have been impacted due to the full year loss of Rs. 10.71 crore of this demerged unit absorbed in your Company''s books. On account of this restructuring, the standalone results of the Company are strictly not comparable with the previous year.

Dividend/Appropriation

Your Directors propose to declare dividend out of Reserves by following the Companies (Declaration of Dividend out of Reserves) Rules, 1975. Accordingly, an amount of Rs. 22.10 crore has been withdrawn from General Reserves. Out of the amount available for appropriation, your Directors recommend a dividend @ 10% aggregating to Rs. 6.14 crore (Previous Year: Rs. 15.35 crore) on Equity Shares. The dividend tax on the dividend recommended will be Rs. 1.00 crore (Previous Year: Rs. 2.49 crore). An additional amount of Rs. 16.57 crore was also withdrawn from General Reserve to set off deficit on demerger of the Jalgaon Unit of RWOL as per the Scheme approved by Hon''ble High Court of Bombay.

4. ANALYSIS AND REVIEW

Textile and Apparel Industry Conditions Indian textiles industry is one of the leading sectors of Indian economy and contributes significantly to the country''s industrial output (14%), employment generation (35 million in direct and another 20 million, in indirect employment) and export earnings (17%). It contributes 4% to India''s GDP Consumer demand remained sluggish across the textile and apparel value chain in FY 2013 due to high inflation and interest rates resulting in long periods of extended end-of-season sales, pressure on margins, thus impacting profitability.

Opportunities and Challenges

Textile industry is one of the largest employers in India and has strong linkages with the rural economy. The growing young middle-class population is a source of great potential and provides immense opportunities to spur growth in the industry going forward.

The major challenge that the textile and apparel industry is facing is increasing cost of production arising out of rising wages, high power and interest costs.

Performance Highlights

Despite tough business conditions, your Company''s total textile sales registered a growth of 9%; Net Revenue being Rs. 2061.32 crore in FY 2013 as against Rs. 1869.48 crore in FY 2012.

In FY 2013, the domestic textile sales were Rs. 1805 crore as compared to Rs. 1669 crore in FY 2012, whilst the textile exports during the year under review were Rs. 228 crore as against Rs. 196 crore in the previous year.

Raw Material

Wool prices remained high mainly due to strong Australian Dollar, which made imports costlier. The prices of other major raw materials namely Polyester Staple Fibre, Viscose Staple Fibre and Polyester tow were steady.

Retail network presence

Your Company has moderated its Retail roll-out. The Retail network now covers a large number of class 4 and 5 cities. As on March 31, 2013 your Company had 922 retail stores (including 41 overseas stores) across all formats. This includes TRS (The Raymond Shop), EBO (The Exclusive Brand Outlet) and Made-to-Measure (MTM). Your Company''s Pan-India retail network spreads over 1.78 million square feet of retail space.

5. FINANCE AND ACCOUNTS

During the year, the paid-up equity share capital of the Company increased by Rs. 10/-, consequent to issue of one equity share to the shareholder of Raymond Woollen Outerwear Limited (RWOL) pursuant to the Order passed by the Hon''ble High Court, Bombay, for the demerger of the Jalgaon Unit of RWOL with the Company. Accordingly, the paid-up capital of the Company as at March 31, 2013 stood at Rs. 61,38,08,540/-(Previous Year: Rs. 61,38,08,530/-).

In FY 2013, your Company had issued and allotted 10.60% - 1000 Unsecured Redeemable Non-Convertible Debentures (NCD) Series A of Rs. 10,00,000/- each for cash at par aggregating to Rs. 100 crore and 10.50% - 750 Unsecured Redeemable Non-Convertible Debentures (NCD) Series B of Rs. 10,00,000/- each for cash at par aggregating to Rs. 75 crore on private placement basis. Both the aforesaid NCD''s Series are listed on Wholesale Debt Market (WDM) of National Stock Exchange of India Limited.

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 1956 and the Generally Accepted Accounting Principles (GAAP) in India. Overall the financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent and reasonable basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present your Company''s state of affairs, profit/loss and cash flows for the year ended March 31, 2013.

The observations made by the Auditors in their Report have been clarified in the relevant notes forming part of the Accounts, which are self-explanatory.

6. PERFORMANCE OF SUBSIDIARY COMPANIES

Domestic subsidiaries

Raymond Apparel Limited

Raymond Apparel Limited brings to the customers the best of fabric and styling through some of the country''s most prestigious brands - Raymond Premium Apparel, Park Avenue and Parx.

The Gross revenue of the company stood at Rs. 599.83 crore (Previous Year: Rs. 594.77 crore). Loss for the year stood at Rs. 13.41 crore as against profit after tax of Rs. 29.24 crore in the previous year. Margins in the Apparel business were impacted due to lower off-take, inventory overhang and retail expenses of new stores. However, various initiatives aimed at improving supply chain processes, consolidation of operations to reduce overheads have been taken during the year, which are expected to improve the performance of the company going forward. Colorplus Fashions Limited

This company is in the business of premium casual-wear apparel under the ''Colorplus'' brand.

The company''s Gross revenue for FY 2013 stood at Rs. 189.78 crore (Previous Year: Rs. 194.82 crore). The profit after tax was placed at Rs. 2.46 crore (Previous year: Rs. 6.72 crore). The slowdown in the economy and the weak consumer sentiment impacted the performance of the company.

Silver Spark Apparel Limited

This company has good overseas customers and caters to the niche export markets. The increase in sales was led by a strong export order and appreciating Dollar.

The Gross revenue of the company for FY 2013 was Rs. 225.53 crore as against Rs. 149.93 crore in the previous year. The company had a Profit after Tax of Rs. 16.55 crore (Previous Year: Rs. 8.78 crore).

Celebrations Apparel Limited

This company has a state-of-the art manufacturing facility for formal shirts. The Gross revenue of the company for FY 2013 was Rs. 22.10 crore (Previous Year: Rs. 24.76 crore). The company earned a profit after tax of Rs. 0.85 crore (Previous Year: Rs. 1.06 crore).

Everblue Apparel Limited

This company has a state-of-the art denim-wear facility offering complete denim solutions. The company earned a Profit after Tax of Rs. 0.92 crore (Previous Year: Rs. 1.01 crore). Raymond Woollen Outerwear Limited Consequent to the restructuring of this company and pursuant to the Order of the Hon''ble High Court, Bombay, the subscribed and paid-up equity capital of this company has been reduced to Rs. 1.94 crore from Rs. 7.76 crore.

The Gross revenue of the company for FY 2013 stood at Rs. 2.58 crore (Previous Year: Rs. 16.59 crore). During the year company incurred a loss of Rs. 0.61 crore (Previous Year: Loss Rs. 8.14 crore).

JK Files (India) Limited

This company is the largest manufacturer of steel files in the world with a global market share of over 30% in the files business. The company reported Gross revenue of Rs. 414.58 crore for the year under review (Previous Year: Rs. 343.06 crore). The profit after tax was Rs. 13.98 crore (Previous Year: Rs. 12.03 crore). Inspite of challenging business conditions, the company showed sustained growth in profitability due to prudent working capital management and focused marketing efforts, especially in the export markets.

JK Talabot Limited

This company manufactures files and rasps at its plant at Chiplun in Ratnagiri District, in the State of Maharashtra. During the year the Gross revenue of the company stood at Rs. 26.11 crore (Previous Year: Rs. 23.82 crore). The company recorded a Profit after Tax of Rs. 1.37 crore during the FY 2013 (Previous Year: Rs. 2.02 crore).

Scissors Engineering Products Limited The company registered a loss of Rs. 0.004 crore during the year under review (Previous Year: Loss of Rs. 0.005 crore).

Ring Plus Aqua Limited

This company manufactures high quality automotive components and supplies to the domestic markets as well as to the markets in Europe, North America and Latin America. The company has integrated factories at two separate locations at Sinnar near Nasik, Maharashtra. The Gross revenue of the company stood at Rs. 138.97 crore (Previous Year: Rs. 155.19 crore).The net profit after tax was at Rs. 4.98 crore (Previous Year: Rs. 12.64 crore). The challenging business environment in the auto sector led to the subdued performance.

Trinity India Limited

During the year the Gross revenue of the company was placed at Rs. 91.88 crore (Previous Year Rs. 80.68 crore). The company recorded Profit after Tax of Rs. 2.35 crore during the FY 2013 (Previous Year Loss: Rs. 25.44 crore). This company was acquired in February 2012 and is an integrated forged component manufacturer.

Pashmina Holdings Limited

The company made a profit after tax of Rs. 0.42 crore in the FY 2013 as compared to Rs. 0.36 crore in the previous year. During the year, the company was de-registered with the Reserve Bank of India as a Non-banking Finance Company.

Overseas subsidiaries

Jaykayorg AG recorded a Profit of CHF 170544 (equivalent to Rs. 0.99 crore) [Previous Year: Loss CHF 174474 (equivalent to Rs. 0.95 crore)] for the year ended December 31, 2012.

Raymond (Europe) Limited recorded a profit of Pound Sterling 47095 (equivalent to Rs. 0.41 crore) [Previous Year: Profit Pound Sterling 64764 (equivalent to Rs. 0.50 crore)] for the year ended December 31, 2012.

R & A Logistics INC, USA, a subsidiary of Ring Plus Aqua Limited set up in USA to provide better service to US based customers, earned a profit of US$ 12037 (equivalent to Rs. 0.10 crore) [Previous Year: profit US$ 17825 (equivalent to Rs. 0.09 crore)] for the year ended March 31, 2013.

7. PERFORMANCE OF OTHER COMPANIES

Raymond UCO Denim Private Limited

This company is engaged in the business of manufacturing and marketing of denim fabrics. In FY 2013 revenue from Indian operations, net of returns and discounts recorded a 4% growth at Rs. 779.84 crore including exports of Rs. 380.74 crore, from Rs. 750.48 crore including exports of Rs. 290.91 crore in the previous year. This company recorded a profit after tax of Rs. 32.99 crore as against loss of Rs. 15.63 crore in the previous year. FY 2013 has been exceptionally good for this company. The renewed thrust on exports, addition of high-margin business and a strong Dollar helped the company to improve margins.

Raymond Zambaiti Limited

This company caters to high-value shirting customers. In view of defaults committed by M/s. Cotonificio Honegger S.PA. (CH) the Joint Venture Partner in this company your Company has served notice terminating the Joint Venture Agreement. Your Company has also served notice exercising its option to purchase all the shares held by CH in Raymond Zambaiti Limited.

The Gross revenue of the company stood at Rs. 296.91 crore Previous Year:Rs. 228.98 crore). This company made a profit after Tax of Rs. 3.50 crore during the year under review (Previous Year: Rs. 3.49 crore). Margins were impacted mainly by provisioning of Rs.11 crore towards dues receivable from CH.

8. QUALITY & ACCOLADES

Your Company continues to win awards year-on-year. Some notable awards during the year are:

1. Raymond Made-to-Measure has won the ''Retail Idea of the Year 2013'' from ET Retail Awards 2013.

2. Most Innovative Retailer of the year organized by Franchise India- It has been awarded for innovative concepts like Made-to-Measure Mobile Van, Raymond TV & JK House store design.

3. Raymond Retail has won the''Most Innovative Retailer of the year 2012'' from 10th National Franchising and Retail Industry Awards.

4. ''Impactful Retail Design and Visual merchandising" - awarded by Asia Retail Congress 2013 to Colorplus Fashions Limited.

5. Export Excellence Award 201 1-2012 for Hand Tools exports in the category of Large Enterprise - JK Files (India) Limited.

6. The Chhindwara Textile Unit of the Company bagged the following awards:

- Environment Award for the year 2010-11 in June 2012.

- National Safety Award for the performance Year 2010 in September 2012.

7. The Jalgaon Textile Unit of the Company has bagged the following awards:

- Green Tech Safety Excellence Award in July 2012.

- District Disaster Management Award in February 2013.

- ''Integrated Management Systems" (IMS) which includes ISO 9001:2008 for Quality Management Systems, ISO 14001:2004 for Environment Management System and OHSAS 18001:2007 for Occupational Health and Safety Management System.

9. CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards viz. AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India and form part of this Annual Report.

10. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance, is set out in the Annexure forming part of this Report.

11. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Shri Nabankur Gupta and Shri Shailesh V. Haribhakti, Directors, retire by rotation at the forthcoming Annual General Meeting and, being eligible offer themselves for re-appointment.

Shri Akshay Chudasama, Director, retires by rotation at this Annual General Meeting and is eligible for re- appointment. However, Shri Chudasama has informed the Board that he does not seek re-appointment, in view of his professional pre-occupation. The Board does not propose to fill the vacancy at this meeting or any adjournment thereof. Hence, as required under Section 256 of the Companies Act, 1956, resolution at item No.5 is proposed not to fill up the vacancy caused by the retirement of Shri Akshay Chudasama.

Shri Akshay Chudasama is a Director of the Company since April 21, 2011. The Board places on record its gratitude and appreciation for the time and valuable guidance provided to the Raymond Group by Shri Chudasama, during his tenure.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

i. that in the preparation of the Annual Accounts for the year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. that 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, 2013 and of the loss of the Company for the year ended on that date;

iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the annual accounts have been prepared on a going concern basis.

13. AUDIT

Messrs. Dalal & Shah, Chartered Accountants, who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2013-14. As required under the provisions of the Section 224 (1B) of the Companies Act, 1956, the Company has obtained written confirmation from Messrs. Dalal & Shah that their appointment if made would be in conformity with the limits specified in the said Section.

As per the requirement of Central Government and pursuant to Section 233B of the Companies Act, 1956, your Company carries out an audit of cost records relating to Textile Division every year. Subject to the approval of the Central Government, the Company has appointed Messrs. R. Nanabhoy & Co., Cost Accountants, as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2013-14.

The cost audit report for the FY 201 1 - 2012 which was due to be filed with the Ministry of Corporate Affairs on February 28, 2013 (as per General Circular No.2/2013 dated January 31, 2013 of Ministry of Corporate Affairs) was filed on February 27, 2013.

14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control system, which is constantly assessed and strengthened with new/revised standard operating procedures.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements for strengthening them. The Company has a robust Management Information System which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Internal Audit plays a key role by providing assurance to the Board of Directors and value addition to the business operations.

15. RISK MANAGEMENT

The Company is exposed to risks from market fluctuations of foreign exchange, interest rates, commodity prices, business risks, compliance risks and people risks.

Foreign Exchange Risks

The Company''s policy is to actively manage its long term foreign exchange risks within the framework laid down by the Company''s forex policy approved by the Board.

Interest Rate Risks

Given the interest rate fluctuations, the Company has adopted a prudent and conservative risk mitigating strategy to minimize interest costs.

Commodity Price Risks

The Company is exposed to the risk of price fluctuation on raw materials as well as finished goods in all its products.

The Company proactively manages these risks through forward booking, inventory management, proactive management of vendor development and relationships. The Company''s strong reputation for quality, product differentiation and service, the existence of a powerful brand image and a robust marketing network mitigates the impact of price risks on finished goods.

Risk Element in Individual Businesses

Apart from the risks on account of interest rate, foreign exchange and regulatory changes, various businesses of the Company are exposed to certain operating business risks, which are managed through regular monitoring and corrective actions.

Compliance Risks

The Company is exposed to risks attached to various statutes and regulations including the Competition Act. The Company is mitigating these risks through regular reviews of legal compliances through internal as well as external compliance audits.

People Risks

Retaining the existing talent pool and attracting new manpower are major risks. The Company has initiated various measures such as rollout of strategic talent management system, training and integration of learning activities. The Company has also established ''Raymond Leadership Academy'', which helps to identify, nurture and groom managerial talent within the Raymond Group to prepare them for future business leadership.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company continues to support the following CSR initiatives:

- Smt. Sulochanadevi Singhania School at Thane, Maharashtra and Kailashpat Singhania High School in Chhindwara, M.P, having overall strength of around 7708 students, provide quality education not only to the Raymond employees'' children, but also to the children of the local populace;

- J. K. Trust Gram Vikas Yojana (JKTGVY) launched in 1997 helps transfer of technical expertise in Cattle Breeding sector gained over three decades at the grass-root level. The mission of this initiative is to significantly improve the quality of life in India''s rural areas through a "Cattle Breed Improvement Programme". This initiative touches the lives of the rural poor in about 30,000 villages through a network of 3903 Integrated Livestock Development Centre in Andhra Pradesh, Bihar, Chhattisgarh, Gujarat, Haryana, Madhya Pradesh, Odisha and Punjab; J. K. Trust Gram Vikas Yojana has become the largest NGO in animal husbandry sector in India.

- Raymond Rehabilitation Centre has been set-up for the welfare of under-privileged youth at Jekegram, Thane. This initiative enables less fortunate youth to be self-sufficient in life. The Centre provides free vocational training workshops to young boys over the age of 16. The three-month vocational courses comprise of basic training in electrical, air- conditioning & refrigeration, plumbing etc.

- Raymond has set up a Tailoring Trust named ''STIR'' (Skilled Tailoring Institute by Raymond). This is a social initiative that provides tailoring skills to the underprivileged, school drop-outs, women and youth and helps improve their income generating capacity and also retain the art of tailoring. The first such center was opened in May 2012, in Patna in the State of Bihar. Efforts are on to commence such training centers in the States of Rajasthan, Gujarat, Bengal, Uttar Pradesh,Odisha and Assam.

17. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

18. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees at all areas of business. Various HR initiatives are taken to align HR Policies to the growing requirements of the business.

The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on Key Result Areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining top talent through superior Learning & Organization Development interventions. Corporate Learning & Organization Development is a part of Corporate HR. It is a critical pillar in supporting the organization growth and sustainability.

19. STATUTORY INFORMATION

Information pursuant to sub-section 1 (e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure - 1 to this Report.

21 employees employed throughout the year, were in receipt of remuneration of Rs. 60 lacs per annum or more amounting to Rs. 24.86 crore and 51 employees employed for part of the FY 2013 were in receipt of remuneration of Rs. 5 lacs per month or more amounting to Rs. 8.73 crore. During the FY 2013 the Company had 9170 employees.

The information required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors'' Report for the year ended March 31, 2013 is given in a separate Annexure to this Report.

The above Annexure is not being sent along with this Report to the Members of the Company in line with the provisions of Section 219 (1) (b) (iv) of the said Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before the 88th Annual General Meeting and upto 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 or along with his spouse and dependent children) more than two percent of the equity shares of the Company.

In view of the general exemption granted by the Ministry of Corporate Affairs, the report and accounts of subsidiary companies are not required to be attached to your Company''s Accounts.

Accordingly, your Company has presented in this Report, the consolidated financial statements of the holding company and all its subsidiaries, duly audited by the Statutory Auditors.

The Company has disclosed in the Consolidated Balance Sheet the information required to be provided as per General Circular No.2/2011dated February 8, 2011 of Ministry of Corporate Affairs. Shareholders desirous of obtaining the report and accounts of your Company''s subsidiaries may obtain the same upon request. The report and accounts of the subsidiary companies will be kept for inspection at your Company''s Registered Office and those of the subsidiary companies. Further, the report and accounts of the subsidiary companies will also be available on your Company''s website www.raymond.in in a downloadable format.

The Company has not accepted any deposits, within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made thereunder.

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable to your Company for the financial year ending March 31, 2013.

20. CAUTIONARY STATEMENT

Statements in this Directors'' Report & Management Discussion and Analysis 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 a difference to the Company''s operations include raw material availability and 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 incidental factors.

21. APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, solidarity, and support, your Company''s achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, joint venture partners, investors and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board

Gautam Hari Singhania

Chairman and Managing Director

Mumbai, April 26, 2013

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Mar 31, 2012

The Directors are pleased to present their 87th report on the business and operations of your Company together with the Audited Statement of Accounts for the year ended March 31, 2012.

1. CORPORATE OVERVIEW

Raymond Limited is India's Leading Textile and Branded Apparel Company with interests in Engineering (files, tools and auto components) business having its corporate headquarters in Mumbai.

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 1956 and the Generally Accepted Accounting Principles (GAAP) in India. Overall the financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent and reasonable basis, so as to reflect in a true and fair manner the form and substance of transactions and reasonably present your Company's state of affairs, profit and cash flows for the year ended March 31, 2012.

2. FINANCIAL HIGHLIGHTS

FY 2012 witnessed a turbulent business environment that moderated growth. The year started with optimism but as it progressed, there were challenges with inflation, decelerating growth and worsening investment climate which adversely impacted consumer sentiments. The global economic environment was confronted with geo-political instability, Eurozone sovereign debt crisis, fluctuating global commodity prices, etc.

In FY 2012, your Company reported a top-line growth of about 25% over the previous year. This growth was driven on multiple platforms including a powerful brand portfolio, pan-India retail network, strength of network relationships, product innovation and world class quality. Your Company's investments in putting in place a structure to deliver on the strategy and improve operational processes are witnessing good traction. The FY 2012 performance of your Company is particularly noteworthy when viewed in the backdrop of an extremely challenging business environment especially during the second half of the year which is the peak season for textiles and apparel.

During the year under review, your Company launched its flagship store 'Raymond @ Warden Road' in South Mumbai. This store has contemporary retail and merchandising elements designed to offer customers with the entire range of exotic & premium fabrics, apparel and accessories in a world class ambience.

In February 2012, Ring Plus Aqua Limited, the auto components subsidiary of your Company, acquired a majority stake in a Pune-based forged components manufacturer. This acquisition marks Ring Plus Aqua's entry into forged components and strengthens this subsidiary's position in the global automotive power train domain.

The Gross Consolidated revenue from operations for the FY 2012 was Rs. 3708.70 crore (Previous Year: Rs. 3064.05 crore). The Operating Profit was Rs.204.39 crore (Previous Year: Rs.197.17 crore). The Consolidated Profit after tax for the year was Rs.143.01 crore (Previous Year: Rs. 42.61 crore).

The Standalone gross revenue from operations of your Company was Rs. 1874.63 crore as compared to Rs. 1496.53 crore in the previous year. The Operating Profit before tax and an exceptional item was Rs. 83.74 crore as against Rs. 98.54 crore in the previous year. The net profit after exceptional items, prior year adjustments and provision for taxes was Rs. 56.35 crore as against a net loss of Rs.100.19 crore in the previous year.

Your Company focuses on enhancing shareholder value and looks beyond immediate opportunities by building its businesses with long-term relevance.

Appropriation

Your Directors recommend a dividend of 25% aggregating to Rs. 15.35 crore (Previous Year: Rs. 6.14 crore). The dividend distribution tax on the recommended dividend amounts to Rs. 2.49 crore (Previous Year: Rs. 1.00 crore). An amount of Rs. 5.63 crore (Previous Year: Nil) is credited to General Reserves and the surplus of Rs. 32.88 crore is carried to the Balance Sheet.

3. OVERVIEW OF THE ECONOMY

Global growth is projected to be 3.5% for current year 2012. US economy is expected to continue its slow recovery, whilst the Eurozone grapples with its debt-crisis.

Notwithstanding the current economic environment, there are strong reasons to be bullish on the country's long term growth potential. Favourable demographics, a large growing middle class with increasing disposal incomes support a strong consumption story.

4. ANALYSIS AND REVIEW

Textile Industry Conditions

The Textile Industry is one of the most important sectors in the Indian Economy and the second largest generator of employment after Agriculture. It contributes more than 4% to the GDP and 17% to the country's export earnings. The Textile sector provides employment to over 3.5 crore people.

The Government proposes to increase the investment in this sector to generate more employment through various schemes viz. Scheme for Integrated Textile Parks (SITP), Technology Upgradation Fund Scheme (TUFS), Integrated Skill Development Scheme (ISDS), Technology Mission on Technical Textiles (TMTT). The allocation for this sector during the 12th Five Year Plan is proposed to be increased to around Rs. 49,650 crore as against an allocation of Rs. 14,000 crore during the11th Five Year Plan.

Opportunities and Challenges

Your Company is well poised to seize opportunities available to the textile and apparel sector on account of its brands resilience, strong domain expertise, state-of-the-art production facilities, emphasis on product innovation and growth potential in smaller towns & cities.

There are challenges, which in the short term, will moderate growth – inflation, high interest rates, depreciating rupee, delays in policy initiatives to boost investments and capital flows. These are likely to affect your Company's performance.

Performance Highlights

Despite the challenging business environment and weak market sentiments especially during the second half of the year, which is the peak season for textiles and apparel industry in the country, the Company's sales from the Textile Division registered a growth of 23%; the Net Revenue beng Rs. 1864.61 crore in FY 2012 as against Rs. 1485.43 crore in FY 2011.

Market Share and Retail Network

Your Company is the market leader in India for high quality clothing, both fabric and apparel in FY 2012. The Company continues its focus on retail network expansion during this financial year. The Company is operating through more than 800 retail stores which include TRS (The Raymond Shop) and EBOs (The Exclusive Brand Outlet) covering more than 1.6 million sq. feet of dedicated retail space (including overseas). The Company's Brands are available across 30,000 plus, points of sale.

In FY 2012, the Textile Division's domestic sales were Rs. 1668.91 crore as compared to Rs. 1349.03 crore in FY 2011. During FY 2012, your Company opened 100 TRS stores. The Company continues to be prudent in its selection of store locations.

Exports

Your Company has shown a remarkable growth of 44% during FY 2012. The Textile Exports during the year under review were Rs. 195.70 crore as against Rs. 136.40 crore in the previous year.

Raw Material

Wool prices remained high for the better part of the year under review and the depreciation of the rupee made wool imports costlier. Polyester fibre prices have been volatile but have ended soft during the year.

5. FINANCE AND ACCOUNTS

The observations made by the Auditors in their Report have been clarified in the relevant notes forming part of the Accounts, which are self-explanatory. The Schedule VI of the Companies Act, 1956 has been revised by the Ministry of Corporate Affairs vide its notification dated February 28, 2011. The notification is in force and is applicable for all Balance Sheets and Statement of Profit and Loss to be prepared for the financial year commencing on or after April 1, 2011. Therefore, the previous period figures have been regrouped/re-cast wherever necessary.

6. PERFORMANCE OF SUBSIDIARY COMPANIES Domestic subsidiaries

Raymond Apparel Limited

The gross revenue of the company was at Rs. 568.82 crore (Previous Year: Rs. 468.79 crore). Profit after tax was Rs. 29.24 crore (Previous Year: Rs. 22.64 crore). The second half of FY 2012 was challenging due to subdued consumer sentiments. The strength of its brands enabled it to post topline growth of 21.34%. The strategy to stay focussed on core brands-Park Avenue, Parx & Raymond Premium Apparel is paying off.

Colorplus Fashions Limited

The company's gross revenue for FY 2012 was Rs. 194.82 crore (Previous Year: Rs. 172.37 crore). The company had a profit after tax of Rs. 6.72 crore (Previous year: Rs. 10.38 crore). This company continues to innovate and adapt to latest fashion trends and is a leading player in the premium casual wear segment.

Silver Spark Apparel Limited

The gross revenue of the company for FY 2012 was Rs. 149.93 crore as compared to the previous year Rs. 110.18 crore. The company had a profit after tax of Rs. 8.78 crore (Previous Year: Rs. 5.62 crore).

Celebrations Apparel Limited

The gross revenue of the company for FY 2012 was Rs. 24.76 crore (Previous Year: Rs.17.44 crore). The company earned a profit after tax of Rs. 1.06 crore (Previous Year: Rs.0.68 crore).

Everblue Apparel Limited

The company earned a profit after tax of Rs.1.01 crore (Previous Year: Rs. 0.76 crore).

Raymond Woollen Outerwear Limited

The gross revenue of the company, net of returns and discounts for FY 2012 was Rs. 16.59 crore (Previous Year: Rs. 50.58 crore). During this year company incurred loss of Rs. 8.14 crore (Previous Year: Rs.4.35 crore).

Your Company is in the process of seeking necessary legal approvals for the restructuring of this subsidiary. The restructuring is aimed at enhancement of operational efficiencies.

JK Files (India) Limited

The company continues to be the market leader in the files segment in the domestic market and the largest producer of Steel Files in the world. To diversify the product protfolio, power tools have been launched in the domestic market by the company.

The export sale of the company was Rs. 134.74 crore as compared to Rs. 98.94 crore in the previous year, a growth of 36.18%. The company reported gross revenue of Rs. 343.06 crore for the year under review (Previous Year: Rs. 272.12 crore). The profit after tax was Rs. 12.03 crore (Previous Year: Rs. 10.91 crore).

The company continues its initiatives on expanding capacity to cater to the increased demand for files, improving productivity, quality, controlling cost, optimum capacity utilization, better working capital and foreign exchange management. An extensive brand building exercise has been initiated by the Company.

JK Talabot Limited

The company manufactures files and rasps at its plant at Chiplun in Ratnagiri District, in the State of Maharashtra. During the year the gross revenue of the company was at Rs. 23.82 crore (Previous Year: Rs. 21.66 crore). The company recorded profit after tax of Rs. 2.02 crore during the FY 2012 (Previous Year: Rs. 1.43 crore).

Scissors Engineering Products Limited

The company incurred a loss of Rs.0.005 crore during the year under review (Previous Year: Rs.0.004 crore).

Ring Plus Aqua Limited

The total revenue of the company was at Rs. 152.99 crore (Previous Year: Rs.117.08 crore), a growth of 31%. The Net Profit after tax was at Rs. 12.64 crore (Previous Year: Rs. 11.29 crore) a growth of around 17%. With significant growth trend in the Auto Industry, the company for the first time crossed the milestone of total revenue of Rs.150 crore during the year under review.

The company continued its relentless efforts in developing new markets and acquiring new clients which lead to exponential growth in both domestic and export markets.

Trinity India Limited

The company was acquired by Ring Plus Aqua Limited on February 23, 2012, by purchase of majority stake. The company is a forged components manufacturer in Pune with a strong presence in the domestic and export markets. Ring Plus Aqua Limited has taken measures to improve the operations of the company.

Pashmina Holdings Limited

The company made a profit after tax of Rs. 0.36 crore in the FY 2012 as compared to Rs.1.99 crore in the previous year.

Overseas subsidiaries

Jaykayorg AG recorded a loss of CHF (174,474) (equivalent to Rs.0.95 crore) [Previous Year: Profit CHF 240,318 (equivalent to Rs. 1.15 crore)] for the year ended December 31, 2011.

Raymond (Europe) Limited recorded a profit of Pound Sterling 64,764 (equivalent to Rs. 0.50 crore) [Previous Year: Profit Pound Sterling 19,474 (equivalent to Rs. 0.14 crore)] for the year ended December 31, 2011.

R & A Logistics INC, USA, a subsidiary of Ring Plus Aqua Limited set up in USA to provide better service to US based customers, earned a profit of US$ 17,825 (equivalent to Rs. 0.09 crore) [Previous Year: US$ 11,111 (equivalent to Rs.0.04 crore)] for the year ended March 31, 2012.

7. PERFORMANCE OF JOINT VENTURES

Raymond UCO Denim Private Limited

During the year under review, the revenue from Indian operations, net of returns and discounts recorded a 26% growth to Rs. 750.48 crore including exports of Rs.290.90 crore, from Rs. 596.96 crore including exports of Rs. 263.44 crore for the FY 2011.

The company recorded a profit before tax and exceptional items of Rs. 14.02 crore as against a profit of Rs. 6.18 crore in FY 2011.

The company focused on improving high margin business and strategically exited non-remunerative price points. The measures of de-bottlenecking the manufacturing process also helped to improve productivity, efficiencies and reduce rejections.

Raymond Zambaiti Limited

The gross revenue of the company was Rs. 228.98 crore (Previous Year: Rs. 211.76 crore). The company had a profit after tax of Rs. 3.49 crore during the year under review (Previous Year Rs. 7.51 crore).

The company is a preferred premium high value shirting supplier to top domestic brands and maintains its cutting-edge with continuous design and product innovation and a strong emphasis on consumer services. During the year under review this company's operations were impacted with the introduction of excise duty on garments and low off-take by leading brands.

8. QUALITY & ACCOLADES

Your Company continues to win awards year-on-year. Some notable awards during the year are:

In a survey conducted by FORTUNE Magazine along with HAY Group published in March 2012, Raymond Limited has been ranked 15th amongst India's Most Admired Companies and No.1 in the Apparel Sector.

Raymond Made-to-Measure has won the "Most Innovative Store Design" from ET Retail Awards 2011.

Raymond has won the "Most Trusted Apparel Brand 2011' Award from Economic Times Brand Equity.

Raymond has been ranked 20th in "The Brand Trust Report, India Study, 2011".

Park Avenue has won the "Most Preferred Men's Apparel Brand" under the Lifestyle Category in the North East Consumer Awards 2011.

The National Safety Award for outstanding performance in Industrial Safety (runner-up) - Chhindwara Textile Plant awarded in November 2011.

Export Excellence Award 2011-12 given by EEPC for Hand Tools Exports (Large Enterprise) - JK Files (India) Limited

Denim Fabric and Garmenting business has bagged the following awards:

1) Silver Trophy for 2nd highest exports of denim fabric for the last 5 consecutive years - presented by TEXPROCIL (Textile Export Promotion Council of India);

2) Excellence in WCA (Workplace Conditions Assessment) by ITS Global Inspection & Audit Agency (Intertek) - awarded to EVERBLUE Factory; and

3) Third prize for Energy Conservation - Textile Sector, Maharashtra - constituted by MEDA (Maharashtra Energy Development Agency).

Silver Spark Apparel Limited has won the following awards this year:

1) Highest unit value exporter for FY 2008-09 & FY 2009-10; and

2) Highest exports in woollen garments for FY 2008-09 & FY 2009-10.

9. CONSOLIDATED ACCOUNTS

In accordance with the requirements of Accounting Standard (AS) 21 prescribed by The Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its Subsidiaries (including the Joint Ventures) is annexed to this Report.

10. CORPORATE GOVERNANCE

Your Company continues to be committed to good Corporate Governance aligned with good practices. Your Company is in compliance with the standards set out by Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate Report on Corporate Governance along with the Auditors' Certificate on compliance with the Corporate Governance as stipulated in Clause 49 is set out in this Annual Report and forms part of this Report.

11. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Shri P. K. Bhandari, Shri I. D. Agarwal and Shri Pradeep Guha, Directors, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board at its meeting held on July 29, 2011, appointed Shri H. Sunder as an Additional Director who will hold office as Director up to the date of the forthcoming Annual General Meeting. A notice in writing has been received from a member of the Company under Section 257 of the Companies Act, 1956, signifying his intention to propose Shri H. Sunder as a candidate for the office of Director of the Company.

In the said Board Meeting held on July 29, 2011, the Board had, subject to the approval of shareholders in the forthcoming General Meeting, appointed Shri H. Sunder, as Whole-time Director of the Company for a term of five years effective from July 29, 2011 to July 28, 2016. On the recommendations of the Nomination and Remuneration Committee the Board has fixed the remuneration of Shri H. Sunder for a period of three years. Your Directors commend the resolutions for the appointment and payment of remuneration of Shri Sunder for your approval.

12. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 217 (2AA) of the Companies Act, 1956:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) that 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, 2012 and of the profit of the Company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the annual accounts have been prepared on a going concern basis.

13. AUDIT

Messrs. Dalal & Shah, Chartered Accountants, who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2012-13. As required under the provisions of the Section 224 (1B) of the Companies Act, 1956, the Company has obtained written confirmation from Messrs. Dalal & Shah that their appointment if made would be in conformity with the limits specified in the Section.

As per the requirement of Central Government and pursuant to Section 233B of the Companies Act, 1956, your Company carries out an audit of cost records relating to Textile Division every year. Subject to the approval of the Central Government, the Company has appointed Messrs. R. Nanabhoy & Co., Cost Accountants, as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2012-13.

The cost audit report for the Financial Year 2010–11 which was due to be filed with the Ministry of Corporate Affairs on September 30, 2011 was filed on August 16, 2011.

21. APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels but for whose hard work, solidarity, and support your Company's achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, joint venture partners, investors and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board

Gautam Hari Singhania

Mumbai, April 25, 2012 Chairman and Managing Director

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Mar 31, 2011

The Directors are pleased to present their 86th report on the business and operations of your Company together with the Audited Statement of Accounts for the year ended March 31, 2011.

1. CORPORATE OVERVIEW

Raymond Limited is Indias leading Textile and Branded clothing Company with interests in engineering (files, tools and auto components) having its corporate headquarters in Mumbai.

The Company prepares its financial statements in compliance with the requirements of the Companies Act, 1956, and the Generally Accepted Accounting Principles (GAAP) in India. Overall the financial statements have been prepared on the historical cost basis.

2. FINANCIAL HIGHLIGHTS

With the economic revival gathering momentum, a clutch of growth trajectory initiatives enabled your Company to deliver positive growth and further consolidate its leadership in its core businesses. FY 2011 has been both challenging and momentous for your Company. The resilience and inherent strength of your Companys superior technology-based manufacturing, deep pan-India retail network accompanied by strong and successful brands were the key-drivers that enabled your Company to deliver better performance with improvements across key parameters in FY 2011.

A significant development during the year under review has been the amicable solution arrived by the Company with the Workmen Union at the high-cost Thane Textile factory. The Voluntary Separation Scheme package of Rs. 238 crore was signed in October 2010 covering over 1850 workers. Your Directors wish to compliment workers of the Thane Unit for the peaceful settlement and wish them and their familes all the very best for the future.

The amalgamation of erstwhile Raymond Apparel Limited with Solitaire Fashions Limited during FY 2011 has enabled to optimize operational efficiencies and rationalise costs. As per the approvals granted by the Honble High Courts, Bombay and Madras respectively under Section 391-394 of the Companies Act, 1956 the Assets and Liabilities of erstwhile Raymond Apparel Limited have been transferred to Solitaire Fashions Limited with effect from April 1, 2009. Subsequently, as per the aforesaid High Courts Orders, the name of Solitaire Fashions Limited has been changed to Raymond Apparel Limited.

For the Financial Year ended March 31, 2011, the gross turnover of your Company was Rs.1496.53 crore as compared to Rs.1339.37 crore in the previous year. Profit before tax and exceptional items was Rs. 100.02 crore as against Rs.18.88 crore in the previous year. The net loss after exceptional items, prior year adjustments and provision for taxes was of Rs. 100.19 crore as against a net profit of Rs.25.06 crore last year. The loss is on account of the exceptional item of the one-time workers settlement at the Companys Thane Textile Unit amounting to Rs.238 crore. In view of the divestment of Files business effective October 1, 2009, figures of the current periods are not comparable with corresponding figures of previous year.

Your Directors are optimistic that the Companys performance will improve and also observe that the exceptional charge of Rs. 238 crore in the Financial Statements for FY 2011 consequent to the Workers Settlement in Thane has resulted in a Net Loss of Rs.100.19 crore. In view of the good operating profits, your Directors propose to declare dividend out of Reserves by following the Companies (Declaration of Dividend out of Reserves) Rules 1975. Accordingly, an amount of Rs. 27.07 crore has been withdrawn from General Reserves. Out of the amount available for appropriation, your Directors recommend a dividend of 10% aggregating to Rs. 6.14 crore (Previous Year: Nil) on Equity Shares. The dividend tax on the dividend recommended will be Rs.1.00 crore (Previous Year: Nil).

Your Company continues with its task to build business with long-term goals based on its intrinsic strength in terms of its powerful brands, quality manufacturing prowess, distribution strength and customer relationships. Rationalising and streamlining operations to bring about efficiencies and reducing costs will remain top priority.

3. OVERVIEW OF THE ECONOMY

Despite new risks, the global economic recovery is gaining strength and the IMF has projected a 4.5% world growth in 2011 and 2012. While growth in emerging economies remain strong, that in the US and European region is slowly gaining momentum. Some of economies of the developed nations are still a concern with the Euro zone being the most vulnerable as rating agencies continue to downgrade the sovereign rating of many of economies in this region. The natural disaster in Japan, sharp increase in oil prices consequent to the turmoil in the Middle East and North Africa is fuelling uncertainty to the pace of global recovery. Globally, elevated food and commodity prices accompanied by the spike in oil prices have engendered inflation concerns.

The Indian Economy registered improved growth and was amongst the better performers amid emerging market economies. Central Statistical Organizations recent estimated Indian GDP growth rate of 8.6% for 2010-11 is consistent with the RBIs projections for the same period. While the area sown under the Rabi crop is higher than last year which augurs well for agricultural production, the index of industrial production continues to be volatile. The other indicators such as latest Purchasing Managers Index, direct and indirect tax collections, merchandise exports and bank credit suggest that the growth momentum persists. However, continuing uncertainty about energy and commodity prices may vitiate the investment climate, posing a threat to the current growth trajectory. Inflation remains a challenge for the Indian Economy and the key risks are tighter monetary conditions and rising prices eating into the consumers disposable income.

4. ANALYSIS AND REVIEW

Textile Industry Conditions

The Textile industry is one of the largest and most important sectors in the Indian economy in terms of output, foreign exchange earnings and employment. Indias Textile industry is one of the leading textile industries in the world. It contributes approximately 14% to Indias industrial production, 4% to the GDP and 17% to the countrys export earnings. It provides direct employment to over 35 million people and is the second largest provider of employment after the agricultural sector. The industry is expected to grow steadily from its present US$ 70 billion to US$ 110 billion by 2015. Textile products including wearing apparel have registered a growth of 4.3% during April-January 2010-11, as per the Index of Industrial Production (IIP) data released by the Central Statistical Organisation.

Notwithstanding signs of recovery from the previous financial crisis, the textile and apparel industry went through a tough year struggling with the surging and fluctuating prices of raw materials. However, the Government is making efforts in boosting the textile industry through various initiatives and investments are increasing steadily. The Ministry of Textiles has sanctioned a total of US$ 133 million under Technology Upgradation Fund Schemes (TUFS) during September 2010. The industry is expected to continue to grow at a significant rate in the future, as it is fuelled by a strong domestic consumption.

Opportunities and Challenges

The present global economic scenario throws up opportunities for fundamentally strong companies such as your Company. The inherent strength, in the form of strong domain expertise, powerful brand positioning and strength and resilience of the brands, fully integrated state-of-the-art production facilities, cutting-edge technology and unparalleled product innovation capabilities combined with the deep retail market penetration, growth potential of the Tier 3, 4 and 5 towns; provide a highly potent platform to seize opportunities in the form of newer markets, new segments of customers, new channels of distribution, etc.

On the other hand, value buying by consumers, sharp increase in raw material prices, continued weakness in developed geographies, prospect of higher domestic inflation, fiscal tightening, proposed imposition of mandatory levy on branded garments and interest rates are some of the challenges facing the Textile Industry at large.

Overview

The Company is the market leader in the textiles sector in India, has a powerful brand Raymond, state-of-the-art manufacturing facilities and a strong all India retail presence in the form of The Raymond Shop (TRS). The Company is considered as the most respected company in the Apparel and Textile sector of India. The Company is on the path to becoming a lifestyle solution for discerning customers with an offering of a range of fabrics, garments and accessories in a premium shopping environment. The Company continues its growth of its retail network of TRS in tier 3, 4 and 5 towns.

Performance Highlights

Robust demand conditions in the domestic market facilitated the Company to improve its realisation by passing on the cost increase and improving the product mix. The net sales for Textiles Division were Rs. 1485.43 crore compared to Rs. 1222.93 crore in the previous year.

Market Share and Retail Network

The Company is the market leader in India and is considered as one of the most formidable players in the global markets for high-quality suiting. The Company continued its focus on retail segment expansion during this financial year.

In FY 2011 the Textiles Divisions domestic sales were Rs. 1349.03 crore as against Rs.1089.29 crore in FY 2010. During FY 2011 the Company opened 56 new retail stores. The Company continues to be judicious in its selection of store locations.

Export

The Exports market condition were tough during the financial year because of severe competition and continuous increase in the raw material prices resulting in increase in the input costs. The Textile exports for the financial year 2010- 2011 remained flat and were Rs. 136.40 crore as against Rs. 133.64 crore in the previous year.

Raw Material

Wool prices have shown an upward trend in most of the months in the year under review. The Australian Dollar has appreciated against the Indian Rupee and has shown a rising trend over the last 6 months. The Polyester Fibre prices also had an increasing trend during the year under review.

5. FINANCE AND ACCOUNTS

The observations made by the Auditors in their Report have been clarified in the relevant notes forming part of the Accounts, which are self explanatory.

6. PERFORMANCE OF SUBSIDIARY COMPANIES

Domestic

Raymond Apparel Limited

Members will recall that in order to optimize operational efficiencies, rationalize cost, enhance synergies of Branded Apparel Business, etc., the erstwhile Raymond Apparel Limited was amalgamated with another subsidiary company namely; Solitaire Fashions Limited and the Scheme of Amalgamation and Arrangement was sanctioned by the Honble High Court of Judicature at Madras and by the Honble High Court of Judicature at Bombay. As part of the Scheme approved by the Honble High Courts and after following the legal process stipulated under Section 21 of the Companies Act, 1956 the name of Solitaire Fashions Limited was changed to Raymond Apparel Limited.

FY 2011 witnessed improvement in customer sentiments with marginal increase in foot-falls. Consequently, the performance of this company was better than the previous year. The gross turnover for the FY 2011 was Rs. 468.79 crore (Previous Year: Rs. 406.29 crore) while the Net Profit after tax was Rs. 22.64 crore (Previous Year: 34.49 crore).

This company has taken many initiatives to consolidate its market leadership, improve profitability, product innovation, appropriate product-price mix and operating efficiencies with a special focus in retail.

Colorplus Fashions Limited

The Companys gross turnover for the year ended March 2011 was Rs. 172.00 crore (Previous Year: Rs. 154.28 crore). The Company had a profit after tax of Rs. 10.38 crore (previous year loss : Rs. 3.40 crore). This Company continues its initiatives at innovation and is a leading player in the premium casual wear segment.

Silver Spark Apparel Limited

The gross turnover of the Company was Rs. 109.36 crore as compared to the previous year Rs. 83.49 crore. The Company had a Profit after Tax of Rs. 5.62 crore (Previous Year: Rs. 3.06 crore).

Celebrations Apparel Limited

The gross turnover of the Company was Rs. 17.17 crore (Previous Year: Rs. 17.42 crore). The Company earned a profit after tax of Rs.0.85 crore (Previous Year Rs. 2.09 crore).

Everblue Apparel Limited

The Company earned a Profit after Tax of Rs.0.82 crore (Previous Year: Rs. 2.15 crore).

Raymond Woollen Outerwear Limited

The gross turnover of the Company, net of returns and discounts was Rs. 50.58 crore (Previous Year: Rs. 46.17 crore). The Company incurred a loss before prior period adjustment of Rs. 4.32 crore (Previous Year: loss Rs. 1.44 crore).

Your Company is in the process of seeking necessary legal approvals from members / others for the amalgamation of this company. This legal process is expected to help improve the capacity of your Company and enhance operational efficiencies.

JK Files (India) Limited

The Company is engaged in manufacturing and marketing of Steel Files. With acquisition of Files & Tools Division of Raymond Ltd., in the previous financial year, this Company added to its portfolio of products to the established business of High Precision Files, HSS Cutting Tools, Power Tools and Hand Tools.

The Company continues to be the market leader in the files segment in the domestic market and the largest producer of Steel Files in the world.

The Export sales of the Company was Rs.100.10 crore compared to Rs.45.72 crore in the corresponding previous year. The Company reported gross turnover of Rs. 272.12 crore for the year under review (Previous Year: Rs.138.66 crore). The profit after tax was Rs.10.91 crore (Previous Year : Rs.4.58 crore). The significant growth during the year is also seen on account of acquisition of Files & Tools business of Raymond Ltd., during second half of previous year. In spite of spiraling inflationary trends and volatile foreign currency, the Company was able to put up a significantly good performance during the year under review. The initiatives taken to improve on time in full (OTIF), customer service, control on cost, productivity, process and control over rejections, effective implementation of Theory of Constraints model, optimizing working capital and aggressive marketing are the factors which have helped the Company to register good performance for the year under review.

The Company has taken conscious efforts towards better environment and safety at all its manufacturing facilities. This companys all manufacturing units now have BS OHSAS 18001:2007 and ISO 14001: 2004 certification.

JK Talabot Limited

The Company manufactures Files and Rasps at its plant located in Chiplun, Ratnagiri District, in the state of Maharashtra. During the year, gross turnover of the Company was at Rs.21.62 crore (Previous Year: Rs. 17.44 crore). The Company recorded Profit after Tax of Rs.1.43 crore (Previous Year: Rs.0.83 crore) during the FY 2011.

The performance of the Company during the year was good, as it continued its initiative on improvement in productivity, quality, and control on costs, working capital, and better capacity utilization through effective implementation of Theory of Constraints model.

Scissors Engineering Products Limited

The Company incurred a loss of Rs.43,666 (Previous Year: loss of Rs.34,631) during the year under review.

Ring Plus Aqua Limited

The gross turnover of the Company was at Rs. 116.55 crore (Previous Year: Rs. 81.74 crore). Profit after Tax was at Rs. 11.29 crore (Previous Year: Rs. 5.08 crore). With significant growth trend in the Auto Industry, the Company crossed the milestone of gross sales turnover of Rs.100 crore during the year under review.

The Gear sales showed significant growth during the year under review and were higher by 58% at Rs. 73.21 crore as compared to Rs. 46.30 crore in the previous year. The export sales have doubled and domestic sales have recorded good growth of around 22% compared to previous year. With growing demand, the Company has decided to augment its capacity by 1.5 million gears during the year under review, to take total Ring Gear capacity to 4.5 million per annum. The capacity expansion is progressing as per schedule and is expected to be complete by September 2011.

The sales for Bearing Division were marginally higher at Rs. 26.55 crore as compared to the previous year when it was Rs. 25.73 crore. USA continued to be the major market for Bearing exports.

Pashmina Holdings Limited

The Company made a profit after tax of Rs 1.99 crore in the FY 2011 as compared to a loss of Rs.0.05 crore in the previous year.

Overseas Companies

Jaykayorg AG recorded a profit of CHF 240,318 (equivalent to Rs.1.15 crore) [Previous Year: loss CHF 743,667 (equivalent to Rs.3.34 crore)] for the year ended December 31, 2010.

Raymond (Europe) Limited recorded a profit of Pound Sterling 19,474 (equivalent to Rs.0.14 crore) [Previous Year: loss Pound Sterling 111,804 (equivalent to Rs.0.84 crore)] for the year ended December 31, 2010.

R & A Logistics INC, USA, a subsidiary of Ring Plus Aqua Limited set up in USA to provide better service to US based customers, earned a profit of US$ 11,111 (equivalent to Rs. 0.04 crore) [Previous Year: profit US$ 7,239 (equivalent to Rs.0.03 crore)] for the year ended March 31, 2011.

7. PERFORMANCE OF JOINT VENTURES

Raymond UCO Denim Private Limited

During the year under review, the sales turnover of Indian operations, net of returns and discounts recorded a 28% growth to Rs. 596.06 crore including exports of Rs.263.44 crore, as compared to Rs. 466.30 crore including exports of Rs. 226.92 crore for the previous year ended March 31, 2010.

The Company recorded a profit before tax and exceptional items of Rs.6.18 crore as against a loss of Rs 4.27 crore in the previous year ended March 31, 2010.

During the year, Rs. 48.54 crore was invested in its subsidiary from the proceeds of the equity capital subscribed by both the shareholders. The subsidiary has used these funds for repaying its obligations to the European Banks and consequently the corporate guarantee stands discharged. A provision of Rs. 20 crore has been made towards diminution in the value of investment in the books of this Company made in its subsidiary. The previous year had an exceptional gain of Rs. 7.23 crore arising from write back of interest provided on loans and debentures subscribed by one of the shareholders of the Company.

Raymond Zambaiti Limited

The gross turnover of the Company was Rs. 211.76 crore (Previous Year: Rs. 163.20 crore). The Company had a Profit after Tax of Rs. 7.51 crore (Previous Year: Rs. 11.12 crore) during the year ended March 2011. During the year under review, steep increase in cotton prices has impacted the profitability of the Company. This Company is the preferred premium high value shirting supplier to leading domestic brands and has a strong emphasis on quality and innovation.

8. QUALITY & ACCOLADES

Your Company continues to win awards year-on-year. Some notable awards during the year are:

- The Chhindwara unit of the Company won The National Safety Award under Scheme-II and runner up in Scheme-I for the performance year 2008.

- The Vapi Textile Unit has been certified OHSAS 18001:2007 and declared as ISO 14001:2004.

- The Vapi Textile Unit won the 2nd Prize and Jalgaon Textile Unit was awarded Certificate of Merit in Energy Conservation at The National Energy Conservation Awards in the Textile sector on December 14, 2010.

- The Company has recently been adjudged as Indias Most Respected Company in the Textile and Apparel sector by Business World.

- The Company bagged the most prestigious award as The Franchisor of the Year at the Franchise and Star Retailer Awards organized by Franchise India.

- The Company has been awarded the SAP Customer Centre of Expertise (CCOE) certification for its SAP operations on November 3, 2010.

- J.K. Files (India) Limited has won for the 4th consecutive year EEPC India Star Performer Award year 2008-09, for the highest engineering exports in Hand Tools (Large Enterprise).

9. CONSOLIDATED ACCOUNTS

In accordance with the requirements of Accounting Standard AS-21 prescribed by The Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its Subsidiaries (including the Joint Ventures) is annexed to this Report.

The Gross Consolidated Turnover for the year FY 2011 was Rs.3035.91 crore (Previous Year : Rs.2507.83 crore). The Consolidated Profit before Tax before exceptional items was Rs.198.92 crore (Previous Year: Rs.43.19 crore). The Consolidated Profit after tax for the year was Rs.38.04 crore (Previous Year Loss : Rs.50.15 crore).

10. CORPORATE GOVERNANCE

Your Company continues to be committed to good Corporate Governance aligned with good practices. Your Company is in compliance with the standards set out by Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate Report on Corporate Governance along with the Auditors certificate on compliance with the Corporate Governance as stipulated in Clause 49 is set out in this Annual Report and forms part of this Report.

11. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Shri Nabankur Gupta and Shri Shailesh V. Haribhakti, Directors, retire by rotation at the forthcoming Annual General Meeting and, being eligible offer themselves for re-appointment.

Shri Akshay Chudasama and Shri Boman R. Irani, Independent Directors were appointed as Additional Directors of the Company with effect from April 21, 2011. In terms of Section 260 of the Companies Act, 1956, both Shri Chudasama and Shri Irani hold office only upto the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from members proposing their respective names for the office of Director liable to retire by rotation.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

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

(ii) 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, 2011 and of the loss of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis.

13. AUDIT

Messrs. Dalal & Shah, Chartered Accountants, who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2011-12. As required under the provisions of the Section 224 (1B) of the Companies Act, 1956, the Company has obtained written confirmation from Messrs. Dalal & Shah that their appointment if made would be in conformity with the limits specified in the Section.

As per the requirement of Central Government and pursuant to Section 233B of the Companies Act, 1956, your Company carries out an audit of cost records relating to Textile Division every year. Subject to the approval of the Central Government, the Company has appointed Messrs. R. Nanabhoy & Co., Cost Accountants, as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2011-12. The cost audit report for the Financial year 2009 – 2010 which was due to be filed with the Ministry of Corporate Affairs on September 30, 2010 was filed on August 12, 2010.

14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company believes in formulating adequate and effective internal control systems and implementing the same strictly to ensure that assets and interests of the Company are safeguarded and reliability of accounting data and accuracy are ensured with proper checks and balances. The Internal control systems is improved and modified continuously to meet the changes in business conditions, statutory and accounting requirements.

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

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control system and suggests improvements for strengthening them. The Company has a robust Management Information System which is an integral part of the control mechanism.

15. RISK MANAGEMENT

The Company is exposed to risks from market fluctuations of foreign exchange, interest rates, commodity prices, business risk, compliance risks and people risks.

Foreign Exchange Risk

The Companys policy is to actively manage its long term foreign exchange risk within the framework laid down by the Companys forex policy.

Interest Rate Risk

Given the interest rate fluctuations, the Company has adopted a prudent and conservative risk mitigating strategy to minimise the interest costs.

Commodity Price Risk

The Company is exposed to the risk of price fluctuation on raw materials as well as finished goods in all its products. The Company proactively manages these risks in inputs through forward booking, inventory management, proactive management of vendor development and relationships. The Companys strong reputation for quality, product differentiation and service, the existence of a powerful brand image and a robust marketing network mitigates the impact of price risk on finished goods.

Risk Element in Individual Businesses

Apart from the risks on account of interest rate, foreign exchange and regulatory changes, various businesses of the Company are exposed to certain operating business risks, which are managed by regular monitoring and corrective actions.

Compliance Risks

The Company is exposed to risks attached to various statutes and regulations including the Competition Act. The Company is mitigating these risks through regular reviews of legal compliances, through internal as well as external compliance audits.

People Risks

Retaining the existing talent pool and attracting new manpower are major risks. The Company has initiated various measures such as rollout of strategic talent management system, training and integration of learning activities. The Company has also established Raymond Leadership Academy, which helps to identify, nurture and groom managerial talent within the Raymond Group to prepare them as future business leaders.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has an innate desire and zeal to contribute towards the welfare and social upliftment of the community. The Company continues to support the following CSR initiatives:

- Smt. Sulochanadevi Singhania School at Thane, Maharashtra and the Kailashpat Singhania High School in Chhindwara, M.P., having overall strength of around 7400 students, provide quality education not only to the Raymond employees children, but also to the children of the local populace;

- Raymond Embryo Research Centre for cattle is a centre set up at Gopalnagar, Bilaspur in Chhattisgarh and its ceaseless efforts and endeavours have made several significant achievements in Embryo Transfer. Raymond was the first organisation in India to introduce Embryo Transfer in Sheep;

- J. K. Trust Gram Vikas Yojana (JKTGVY) launched in 1997 helps transfer of the technical expertise gained over three decades to the grass-root level. The mission of this initiative is to significantly improve the quality of life in Indias rural areas through a "Cattle Breed Improvement Programme". This initiative operates in a network of over 4000 Integrated Livestock Development Centre in Chhattisgarh, Madhya Pradesh, Uttarakhand and Andhra Pradesh; and

- Raymond Rehabilitation Centre has been set-up for the welfare of under-privileged children at Jekegram, Thane. This initiative enables less fortunate children to be self-sufficient in life. The Centre provides free vocational training workshops to young boys over the age of 16. The three-month vocational courses comprise of basic training in electrical, air-conditioning & refrigeration, plumbing etc.

17. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

18. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. Various HR initiatives are taken to align the HR Policies to the growing requirements of the business.

The Company has a structured induction process at all locations and management development programmes to upgrade skills of managers. Objective appraisal systems based on Key Result Areas (KRAs) are in place for senior management staff.

Technical and safety training programmes are given periodically to workers. Industrial relations remained generally cordial.

19. STATUTORY INFORMATION

Information pursuant to sub-section 1 (e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure - 1 to this Report.

During the FY 2011, 13 employees employed throughout the year, were in receipt of remuneration of Rs.60 lakh per annum or more amounting to Rs.1474.28 lakh and 27 employees employed for part of the FY 2011 were in receipt of remuneration of Rs.5 lakh per month or more amounting to Rs.540.50 lakh. The information required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended March 31, 2011 is given in Annexure – 2 to this report.

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 or along with his spouse and dependent children) more than two percent of the equity shares of the Company.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors Report, Balance Sheet, and Profit and Loss account of subsidiaries. The Central Government has granted general exemption from complying with Section 212 of the Companies Act, 1956 to all companies vide Notification No. 5/12/2007-CL-III dated February 8, 2011. Accordingly, your Company has presented in this Report, the consolidated financial statements of the holding company and all its subsidiaries, duly audited by the Statutory Auditors. The Company has also disclosed in the Consolidated Balance Sheet the information required to be provided as per the aforesaid notification dated February 8, 2011. The Company will make available the audited annual accounts and related information of its subsidiaries, upon request by any of its shareholders. The annual accounts of the subsidiary companies will also be kept for inspection, by any member at the Registered Offices of the Company and its subsidiary companies.

The Company has not accepted any deposits, within the meaning of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made thereunder. The unclaimed Fixed deposits amounting to Rs. 95,000/- as on March 31, 2010, was transferred to Investor Education and Protection Fund during the year under review.

20. CAUTIONARY STATEMENT

Statement in this Directors Report & Management Discussion and Analysis describing the Companys 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 a difference to the Companys operations include raw material availability and prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other incidental factors.

21. APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels but for whose hard work, solidarity, and support your Companys achievements would not have been possible. Your Directors also wish to thank the customers, dealers, agents, suppliers, joint venture partners, investors and bankers for their continued support and faith reposed in the Company. The Company also thanks the Central Government, the concerned State Governments and other Government Authorities for their support and co-operation.

for and on behalf of the Board

Gautam Hari Singhania Chairman and Managing Director

Mumbai, April 21, 2011

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Mar 31, 2010

The Directors are pleased to present their 85th report on the business and operations of your Company together with the Audited Statement of Accounts for the year ended March 31, 2010.

1. CORPORATE OVERVIEW

Raymond Limited is India’s leading multi-product conglomerate with interests in textiles, garmenting, apparel, retail, lifestyle brands and engineering (files, tools and auto components) having its corporate headquarters in Mumbai. The Company prepares its financial statements in compliance with the requirements of the Companies Act, 1956, and the Generally Accepted Accounting Principles (GAAP) in India. Overall the financial statements have been prepared on the historical cost basis.

2. FINANCIAL HIGHLIGHTS

In the backdrop of the financial crisis witnessed in the previous financial year and the subsequent fallout, FY 2010 was an extremely challenging year for your Company. However, the resilience and inherent strengths of your Company’s brands, quality manufacturing and deep network relationships enabled your Company to weather the downturn and achieve better performance in FY 2010. Your Company continues to be the market leader in its core business. A number of rationalisation and restructuring initiatives were taken during the year under review to further consolidate its strengths and position itself to take advantage of the upturn.

During FY 2010, your Company completed the restructuring exercise of the Files & Tools business by transferring it as a going- concern on a slump sale basis to its wholly owned subsidiary JK Files (India) Limited (formerly known as Hindustan Files Limited) effective October 1, 2009. This restructuring brings together different entities of your Company’s Files & Tools businesses into a single legal structure and leverage synergies. In view of this restructuring, the standalone performance of the Company is strictly not comparable with that of the previous year.

The Company closed down the operations at its high cost Thane unit in December 2009. A section of the workers accepted the voluntary retirement scheme and negotiations are on with the balance workers for an amicable settlement. During the year under review, the adverse changes in European market conditions coupled with the bankruptcy of a major customer rendered the operations of the Company’s wholly-owned subsidiary-Regency Texteis Portuguesa Limitada (Regency), Portugal, unviable and as a consequence, Regency filed for insolvency. The Company has made a provision of Rs.12.14 crores for diminution in the value of its exposures in Regency.

For the Financial Year ended March 31, 2010, the gross turnover of your Company was Rs.1339.37 crores as compared to Rs.1393.26 crores in the previous year. Profit before tax and exceptional items was Rs.18.88 crores as against a loss of Rs.58.75 crores in the previous year. The net profit, after exceptional items, prior year adjustments and provision for taxes was Rs.25.06 crores as against a net loss of Rs.271.54 crores last year.

In order to conserve the resources of the Company and taking into account the prevailing economic situation, the need of resources for growth, the Board of Directors of the Company have decided not to recommend dividend for the financial year ended March 31, 2010.

Your Company continues with its task to build businesses with long-term goals based on its intrinsic strengths in terms of its powerful brands, quality manufacturing prowess, distribution strengths and customer relationships. To accelerate further value creation, your Company continues to evaluate new areas of growth. The initiatives aimed at rationalising and streamlining operations, to bring about efficiencies and reducing costs, remain top priority.

21. APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels but for whose hard work, solidarity, and support your Company’s achievements would not have been possible. Your Directors also wish to thank our customers, dealers, agents, suppliers, joint venture partners, investors and bankers for their continued support and faith in the Company. We also thank the Central Government, the concerned State Governments and other Government authorities for their support and cooperation.

for and on behalf of the Board

Gautam Hari Singhania Mumbai, April 27, 2010 Chairman and Managing Director