Raymond Lifestyle Ltd

Dear Members,

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

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

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

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

Building on this strategic realignment, the fiscal year 202425 witnessed a significant transformation. The Company's name was change from Raymond Consumer Care Limited to Raymond Lifestyle Limited. Simultaneously, the objects of the Company were amended to formally include the business of Textile and Apparel manufacturing, along with related ancillary activities, reflecting a clear shift in the strategic direction.

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

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

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

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

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

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

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

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

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

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

i. In terms of the Scheme, 1,49,00,000 Equity Shares of Rs. 2/- each amounting to Rs. 2,98,00,000 held by the erstwhile holding company Ray Global Consumer Trading Limited was canceled resulting into reduction on Share Capital.

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

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

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

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

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

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

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

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

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

Pursuant to the Composite Scheme of Arrangement, 1000, 7.6% Secured, Listed, Rated, Redeemable, Nonconvertible Debentures (Series ‘A') of the face value of Rs. 10,00,000/- each for cash at par, aggregating to Rs. 100 Crore (Rupees One Hundred Crore only) and 2000, 9% Secured Listed Rated Redeemable Non-Convertible Debentures (Series “B”) of the face value of T10,00,000/- each for cash at par, aggregating to Rs. 200 Crore (Rupees Two Hundred Crore only) issued on Private Placement basis by Raymond Limited stands transferred to the Company. In accordance with the repayment schedule, Non-Convertible Debentures (“NCDs”) issued and transferred under Series A were redeemed by the Company during the year under review.

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

a) in the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2025 and of the loss of the Company for the year ended on that date;

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

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

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

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

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

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

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

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

The Directors expressed their satisfaction with the evaluation process.

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

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

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

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

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

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

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

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

The Board/Committee meetings are pre-scheduled and a tentative annual calendar of the meetings is circulated to the Directors well in advance to help them plan their schedules and ensure meaningful participation. Only in the case of special and urgent business, should the need arise, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are noted in the subsequent Board meeting. In certain special circumstances, the meetings of the Board are called at a shorter notice to deliberate on business items which require urgent attention of the Board. The Company has complied with Secretarial Standards - I issued by the Institute of Company Secretaries of India on the Meetings of the Board of Directors.

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

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

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

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders' Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

f) Environmental Social and Governance (ESG) Committee

g) Investment and Finance Committee

h) Information and Technology Committee

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

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

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

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

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

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

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

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

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

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

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

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

Your Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of operations. M/s. Ernst & Young LLP, Chartered Accountants were the internal auditors of the Company for the FY 2024-25.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

a. number of complaints filed during the year : Nil

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• Best Digital Marketing Professional by BW Marketing World.

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

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

• Most Preferred Workplace 2025 by Marksmen Daily.

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

• Most Trusted Partner by Fashion Factory.

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

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

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.

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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.

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

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

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