Your Directors are pleased to present the Hundredth Annual Report on the business and operations of the Company ('RaymondLimited’ or 'RL’) together with the Audited Financial Statements for the financial year ended March 31,2025 (“year under review”).
The Company was incorporated in 1925 and has thereafter transformed from being an Indian textile player to a large, diversifiedgroup with leadership position in Textile and Apparel sectors and enjoys a formidable position across industries such asEngineering and Real Estate.
With a strong financial performance during FY2024-25 by all the businesses in the Raymond Group and purposeful strides onstrategic 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 NationalStock Exchange of India Limited (“Stock Exchanges”) on September 5, 2024. The Company’s Real Estate Business wasdemerged 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 venturecompany.
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
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, netof tax
(4,506)
(5,719)
Profit after Tax
3,594
3,104
5,202
5,427
The Standalone Gross Revenue from continuing operationsfor FY2024-25 was T 609 lakh (Previous Year: T 821 lakh)registering a degrowth of 25.82% over previous year. TheOperating Profit increased by 16.76% from ' 7,076 lakhin the previous year to ' 8,262 lakh in the current year.The Net Profit for the year stood at ' 3,594 lakh, higher by15.82% over previous year Profit of T 3,104 lakh.
The Consolidated Gross Revenue from continuingoperations for FY2024-25 was ' 1,94,684 lakh (PreviousYear: T 97,257 lakh) registering a growth of almost 100%over previous year. The increase in revenue is on accountof acquisition of Maini Precision Products Limited. TheConsolidated Operating Profit decreased by 27.39% from' 16,995 lakh in the previous year to ' 12,340 lakh in thecurrent financial year. The Consolidated Profit after Taxstood at ' 5,202 lakh, lower by 4.15% over previous yearprofit of ' 5,427 lakh.
There are no material changes or commitments affectingthe financial position of the Company which have occurred
between the end of the financial year and the date of thisReport except those which are disclosed in this Report.There were no material events that had an impact on theaffairs of your Company. The changes in the nature of yourCompany’s businesses are elaborated under point no. 5 ofthis report.
The paid-up Equity Share Capital as at March 31, 2025stood at T 66.57 crore. There was no change in the paid-upshare capital during the year under review. The Companydoes not have any outstanding paid-up preference sharecapital as on the date of this Report.
During the year under review, the Company has notissued any shares with differential voting rights or sweatequity or warrants. As on March 31, 2025, none of theDirectors of the Company, except for Mr. Harmohan Sahni,Executive Director, holds instruments convertible intoEquity Shares of the Company. Mr. Harmohan Sahni holds
88,110 stock options under Raymond Limited ESOPScheme.
There is no instance where the Company failed toimplement any corporate action within the specified timelimit.
During the year under review, 22,443 stock options weregranted and 1,89,915 stock options were lapsed/forfeiteddue to resignation. Further, 7,33,473 stock options wereactive as on March 31,2025.
Post demerger of Lifestyle and Real Estate business, theCompany is a holding company for Engineering businessand holds the Denim business through a joint venturecompany. Apart from that there are aviation operationsat a small scale and the Company also holds significantinvestments.
In order to conserve the resources for growth, the Boardof Directors have decided not to recommend any Dividendon the Equity Shares of the Company for the Financial Yearended March 31, 2025. The Board of Directors does notrecommend to transfer any amount to the Reserves.
The Dividend Distribution Policy, in terms of Regulation43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations,2015 (“SEBI Listing Regulations”) is available on theCompany’s website at https://api.raymond.in/uploads/investor/1662102247469Dividend%20Distribution%20Policy.pdf
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 betweenRaymond Limited (“RL”) and Raymond Realty Limited(“RRL”) and their respective shareholders (“the Scheme”).The Scheme inter alia provided for demerger of Real Estatebusiness of the Company into Raymond Realty Limited andissuance of equity shares of RRL to all the shareholders ofRL.
As contemplated in the Scheme, equity shareholders ofRaymond Limited as on the Record date i.e. May 14, 2025will be allotted equity shares of Raymond Realty Limitedin the ratio 1:1. Thereafter, Raymond Realty Limited willget listed on the Stock Exchanges viz; BSE Limited andNational Stock Exchange of India Limited.
Composite Scheme for demerger of Lifestyle BusinessThe Board of the Company at its meeting held on April 27,2023 approved the Composite Scheme of Arrangementbetween Raymond Limited and Raymond Lifestyle Limited(“RLL”) (formerly known as Raymond Consumer CareLimited) and Ray Global Consumer Trading Limited andtheir respective shareholders (“Composite Scheme”).
The Composite Scheme inter alia provided for:
- Demerger of the lifestyle business from RaymondLimited (“RL”) and the lifestyle business carried out
through subsidiaries of RL along with its strategicinvestment in Ray Global Consumer Trading Limited(“RGCTL”) into RLL and issuance of equity shares ofRLL to all the shareholders of RL through CompositeScheme of Arrangement (“Demerger”); and- Amalgamation of RGCTL with RLL along with theconsequential reduction and cancellation of thepaid-up share capital of RLL held by RGCTL.
The Hon’ble National Company Law Tribunal(“NCLT”) vide its Order dated June 21, 2024 hadapproved the Composite Scheme. In terms of theComposite Scheme, each equity shareholder ofRL as on the Record Date, i.e., July 11, 2024, wasallotted 4 (four) fully paid-up equity share(s) of RLLof '2 each for every 5 (five) fully paid-up equityshare(s) of RL of ' 10 each.
Thereafter, post completion of necessaryformalities, RLL was listed on the Stock Exchangesviz; National Stock Exchange of India Limited andBSE Limited on September 5, 2024.
Composite Scheme for consolidation of EngineeringBusiness between subsidiary companiesThe Board of Directors of JK Files & Engineering Limited(“JKFEL”), wholly owned subsidiary of the Company, RingPlus Aqua Limited (“RPAL”) and Maini Precision ProductsLimited (“MPPL”) at their respective board meetings heldon November 2, 2023 had approved consolidation ofengineering business into JK Maini Precision TechnologyLimited (“JKMPTL”), newly incorporated wholly ownedsubsidiary of Raymond Limited by way of a CompositeScheme of Arrangement between JKFEL, RPAL, MPPL andJKMPTL and their respective shareholders.
Thereafter, the Composite Scheme of arrangementfor consolidation of Engineering Business was furtheramended by the Board of Directors of respective subsidiarycompanies at their meetings held in the month of May,2024. The amended Scheme envisages demerger ofaerospace and defence business of JKMPTL into JK MainiGlobal Aerospace Limited, a wholly owned subsidiary ofthe Company.
The companies involved in the Scheme have completedthe necessary statutory formalities and the final Orderof Hon’ble National Company Law Tribunal is expectedsoon.
The appointed date for Scheme of Arrangement betweenRaymond Limited and Raymond Realty Limited wasApril 1, 2025. The Company had received CertifiedCopy of Order on April 8, 2025 and the same was filedwith the Registrar of Companies on April 30, 2025.Accordingly, the Scheme was made effective from April30, 2025. The Financial Statements have been prepared
considering Lifestyle Business and Real Estate Businessas discontinued operations.
The Composite Scheme of Arrangement for demerger ofLifestyle Business from the Company to RLL was madeeffective on June 30, 2024. As part of the CompositeScheme, all the outstanding Non-Convertible Debentures(“NCDs”) issued by Raymond Limited were transferred toRaymond Lifestyle Limited during the year.
Accordingly, the Company does not have any outstandingNCDs as on March 31,2025.
Your Company has consistently applied applicableaccounting policies during the year under review.Management evaluates all recently issued or revisedaccounting standards on an ongoing basis. The Companydiscloses consolidated and standalone financial results ona quarterly basis which are subjected to limited review andpublishes consolidated and standalone audited financialresults on an annual basis. There were no revisions madeto the financial statements during the year under review.The Financial Statements of the Company are preparedin accordance with the applicable Indian AccountingStandards (“Ind-AS”) as issued by the Institute ofChartered Accountants of India and forms an integral partof 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 featuresof the financial statements of Subsidiaries/AssociateCompanies/Joint Ventures is given in Form AOC-1 andforms an integral part of this Report.
The Company undertakes related party transactionswith its subsidiaries and group companies engaged inmanufacturing and trading of textiles, branded apparel,garmenting, real estate and engineering business.
The Audit Committee approves all the Related PartyTransactions in compliance with the provisions of theAct and SEBI Listing Regulations. Omnibus approval isobtained on a yearly basis and as and when any increasein limit is required for transactions which are repetitive innature. Transactions entered into pursuant to omnibusapproval are verified by the Corporate Risk AssuranceDepartment and details of all related party transactionsare placed before the Audit Committee and the Board forreview and approval/noting on a quarterly basis.
All transactions entered with related parties during theyear under review were on arm’s length basis and notmaterial in nature in terms of Section 188 of the Act andthus a disclosure in Form AOC-2 in terms of Section 134of the Act is not required. There were no material relatedparty transactions entered during the year under review
with the Promoters, Directors or Key Managerial Personnelof the Company.
Details of all related party transactions are mentionedin the notes to financial statements forming part of theAnnual Report. The Company has developed a frameworkfor the purpose of identification and monitoring of suchrelated party transactions.
The Company has put in place a mechanism for certifyingthe related party transactions statements placed beforethe Audit Committee and the Board of Directors by anindependent chartered accountant firm. The firm reviewsthat the Related Party Transactions are at arm’s lengthand in the ordinary course of business and a report to thateffect is placed before the Audit Committee and Board ofDirectors at quarterly meetings.
The Board of Directors have formulated a Policy on dealingwith Related Party Transactions. The provisions relatingto related party transactions under the SEBI ListingRegulations were amended during the year. In order toalign the Policy with the said amendments, the Boardof Directors at their meeting held on January 29, 2025had amended the Policy on dealing with Related PartyTransactions.
The policy is available on the website of the Companyand can be accessed at the link https://api.raymond.in/uploads/investor/1740996002854Related%20Party%20Transaction%20Policy.pdf.
None of the Directors have any pecuniary relationship ortransactions vis-a-vis the Company except remuneration,profit-based commission and sitting fees.
Details of Loans, Guarantees and Investments coveredunder the provisions of Section 186 of the Act are givenin the notes to financial statements forming part of theAnnual Report.
During the year under review, the lifestyle business of theCompany along with investment in subsidiaries carryingon lifestyle business was transferred to Raymond LifestyleLimited as part of the Composite Scheme of Arrangement.Accordingly, the following companies ceased to besubsidiaries 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 eachof the subsidiaries shall be kept open for inspection at theRegistered Office of the Company. The Company will alsomake available these documents upon request by anyMember of the Company interested in obtaining copy ofthe same. The separate audited financial statements inrespect of each of the subsidiaries are also available onthe website of the Company at www.raymond.in.
The performance in brief for the major subsidiaries andjoint venture company is given hereunder:
Everblue Apparel Limited (“EbAL”)
EbAL has a world-class denim-wear facility offeringseamless denim garmenting solutions. The Revenue fromoperations of EbAL for FY2024-25 stood at ' 116.91 crore(Previous Year: ' 103.96 crore). EbAL has recorded a Profitafter tax of ' 0.64 crore (Previous Year: Loss of ' 0.17crore).
Raymond Woollen Outerwear Limited (“RWOL”)
During the year under review, the Gross Revenue of RWOLfor 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”) (Formerlyknown as JK Files (India) Limited)
JK Files & Engineering Limited manufactures steel files &cutting tools and markets hand tools & power tools. It isthe leading manufacturer of steel files in the world with asizeable domestic market share.
JKFEL reported a standalone Gross Revenue of ? 473.93crore for the FY 2024-25 (Previous Year: ' 439.63 crore)and the company reported a Profit after Tax of ' 12.25crore 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: ' 873.72crore). 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-platesand Water-pump bearings. The Gross Revenue of RPALfor the FY2024-25 stood at ' 429.06 crore (Previous Year:' 441.50 crore). During the year under review, RPAL hasmade a Profit after tax of ? 5.63 crore (Previous Year: Profitof ? 51.47 crore).
Maini Precision Products Limited (“MPPL”)
MPPL registered a Gross Revenue of ' 985.30 crore for theFY 2024-25 (Previous Year: ' 934.81 crore). The companyearned a Profit after Tax of ' 42.81 crore during the yearunder 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 aftertax of ' 0.28 crore during FY2024-25 (Previous Year: Lossof ? 0.65 crore).
Scissors Engineering Products Limited (“SEPL”)
SEPL registered a Gross Revenue of ' 0.01 crore duringFY 2024-25 (Previous Year: ' 0.009 crore). The companyincurred a Loss of ' 0.007 crore during the year underreview (Previous Year: Loss of ? 0.005 crore).
Raymond Realty Limited (“RRL”) (formerly known asRaymond Lifestyle Limited)
On a consolidated basis RRL registered a Gross Revenueof ' 567.30 crore during FY 2024-25 (Previous Year: ' 4.43crore) and the company earned a Profit after Tax of ' 17.77crore 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 incurreda 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 RaymondLimited, incorporated on December 24, 2021 as awholly-owned subsidiary of Raymond Realty Limited.The business of joint development (JD) of realty projectsoutside Thane within MMRDA and Navi Mumbai region hasbeen undertaken by TRL. During the year under review, TRLregistered a Gross Revenue of ' 560.70 crore during theFY 2024-25 (Previous Year: ' 0.15 crore). The companyearned a Profit after Tax of ' 18.13 crore during the yearunder review (Previous Year loss: ' 43.71 crore).
Rayzone Property Services Limited (“RPSL”)
RPSL was incorporated on November 11, 2022 with anobject to provide Facilities Management Services toresidential as well as commercial and corporate sector.During the year under review, the RPSL registered a GrossRevenue of ' 6.59 crore (Previous Year: ' 3.59 crore) andthe Profit after Tax stood at ' 0.03 crore during the yearunder review (Previous year loss: ' 0.23 crore).
Ten X Realty East Limited (“TXREL”)
Ten X Realty East Limited ('Ten X East’) is a wholly ownedsubsidiary of RRL, incorporated on December 20, 2023,and engaged in real estate business. The Gross Revenuefor FY 2024-2025 was ' 0.001 crore (Previous Year: Nil)and the loss after tax stood at ' 0.02 crore during the yearunder review (Previous Year Loss: ' 0.001 crore).
Ten X Realty West limited (“TXRWL”)
Ten X Realty West Limited ('Ten X West’) is a wholly ownedsubsidiary of RRL, incorporated on January 3, 2024, whichis engaged in real estate business. The company incurreda 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 FY2024-25 (Previous Year: ' 0.31 crore). The company has
earned a Profit after tax of ' 0.26 crore during the yearunder review (Previous Year: Profit of ' 0.25 crore).
JK Maini Precision Technology Limited (“JKMPTL”)(formerly known as JKFEL Tools and TechnologiesLimited)
JKMPTL is yet to commence business operations. Thecompany incurred a loss of ' 0.02 crore during the yearunder review.
JK Maini Global Aerospace Limited (“JKMGAL”)(formerly known as Ray Global Consumer EnterprisesLimited)
JKMGAL is yet to commence business operations. Thecompany incurred a loss of ' 0.05 crore during the yearunder review.
Raymond Lifestyle (Bangladesh) Private Limited(“RLBPL”)
RLBPL was wound up during the year under review withoutcommencing any business activities.
Raymond UCO Denim Private Limited (“RUCO”)
RUCO is a 50:50 JV company between Raymond Limitedand UCO Denim Belgium.
RUCO is engaged in the business of manufacturing andmarketing of denim fabrics and garments for both thedomestic and international markets. In FY2024-25, GrossRevenue from Indian operations was ' 955 crore (PreviousYear: ' 790 crore). On a Standalone basis, RUCO hasregistered a Loss after tax of ' 77.86 crore (Previous Year:Loss of ' 107.29 crore). On Consolidated basis, RUCO hasregistered a Loss after tax of ' 79.72 crore (Previous Year:Loss of ' 110.01 crore).
Considering the criteria mentioned in Regulation 16 ofthe SEBI Listing Regulations, none of the subsidiariesof the Company qualifies as a Material Subsidiary of theCompany for FY2024-25.
The Board of Directors of the Company has approved aPolicy for determining material subsidiaries which is inline with the requirements of SEBI Listing Regulations.The Board of Directors at their meeting held onJanuary 29, 2025 have amended the policy to align it withthe provisions of SEBI Listing Regulations.ThePoLicyhasbeenupLoadedonthewebsiteoftheCompanyand the same can be accessed at https://api.raymond.in/uploads/investor/1740995972632Material%20Subsidiary%20Policy%20.pdf
AIL Independent Directors of the Company have givendeclarations that they meet the criteria of independenceas laid down under Section 149(6) of the Act andRegulation 16(1)(b) of the SEBI Listing Regulations. Interms of Regulation 25(8) of the SEBI Listing Regulations,Independent Directors have confirmed that they are notaware of any circumstances or situation which exists ormay be reasonably anticipated that could impair or impacttheir ability to discharge their duties.
All the Directors have also affirmed that they havecomplied with the Company’s Code of Business Conduct& Ethics. In terms of requirements of the SEBI ListingRegulations, the Board has identified core skills, expertiseand competencies of the Directors in the context of theCompany’s businesses, which are detailed in the Reporton Corporate Governance.
Further, in terms of Section 150 of the Act read with Rule6 of the Companies (Appointment and Qualification ofDirectors) Rules, 2014, Independent Directors of theCompany have confirmed that they have registeredthemselves with the databank maintained by the IndianInstitute of Corporate Affairs. The Independent Directorswho were required to clear the online proficiency self¬assessment test have passed the test.
In the opinion of the Board, the Independent Directors fulfilthe conditions of independence, are independent of themanagement, possess the requisite integrity, experience,expertise, proficiency and qualifications to the satisfactionof the Board of Directors. The details of remuneration paidto the members of the Board and its Committees areprovided in the Report on Corporate Governance.
As per the provisions of Section 203 of the Act, followingare the Key Managerial Personnel of the Company as onthe date of this Report:
1. Mr. Gautam Hari Singhania - Chairman andManaging Director,
2. Mr. Amit Agarwal - Chief Financial Officer, and
3. Mr. Rakesh Darji - Company Secretary.
During the year under review, the Board of the Companywas reconstituted as under:
1. Mr. Harmohan Sahni (DIN: 00046068) wasappointed as an Executive Director w.e.f. September1,2024;
2. Mrs. Rashmi Mundada (DIN: 08086902) wasappointed as an Additional Independent WomanDirector w.e.f. March 28, 2025;
3. Mrs. Mukeeta Jhaveri (DIN: 00709997), IndependentWoman Director retired from her office on accountof completion of her tenure w.e.f. July 31,2024;
4. Mr. S.L. Pokharna (DIN: 01289850), resigned as aNon-Executive Director effective from September 3,2024 on account of demerger of Lifestyle businessconsequent to Composite Scheme of Arrangement;and
5. Mrs. Nawaz Singhania (DIN: 00863174) tenderedher resignation as a Non-Executive Director w.e.f.March 19, 2025 due to personal reasons.
Pursuant to Section 134(5) of the Act, the Board ofDirectors, to the best of their knowledge and ability,confirms that:
a) in the preparation of the Annual Accounts for the yearended March 31, 2025, the applicable accountingstandards have been followed along with properexplanation relating to material departures, if any;
b) the directors have selected such accountingpolicies and applied them consistently and madejudgments and estimates that are reasonable andprudent so as to give a true and fair view of the stateof affairs of the Company as at March 31,2025 andof the Profit of the Company for the year ended onthat date;
c) the Directors have taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of theCompanies Act, 2013 for safeguarding the assetsof the Company and for preventing and detectingfraud and other irregularities;
d) the annual accounts have been prepared on a goingconcern basis;
e) the Directors had laid down internal financialcontrols to be followed by the Company and thatsuch internal financial controls are adequate andwere operating effectively; and
f) the Directors had devised proper systems to ensurecompliance with the provisions of all applicablelaws and that such systems were adequate andoperating effectively.
Your Company believes that the process of performanceevaluation at the Board level is pivotal to its BoardEngagement and Effectiveness. The Nomination andRemuneration Policy of the Company empowers theBoard to formulate a process for effective evaluation of theperformance of individual Directors, Committees of theBoard and the Board as a whole pursuant to the provisionsof the Act, Regulation 17 and Part D of Schedule II to theSEBI Listing Regulations.
The Board has carried out the annual performanceevaluation of its own performance, of Committees ofthe Board and of the Directors individually. A structuredquestionnaire was prepared after taking into considerationinputs received from the Directors, covering variousaspects of the Board’s functioning such as adequacy ofthe composition of the Board and its Committees, Boardculture, execution and performance of specified duties,obligations and governance.
A separate exercise was carried out to evaluate theperformance of individual Directors, who were evaluatedon parameters such as level of engagement andcontribution, independence of judgment, safeguardingthe interest of the Company and its minority shareholdersetc.
The Independent Directors of the Company met on March22, 2025, without the presence of Non-Independent
Directors and members of the management to reviewthe performance of Non-Independent Directors and theBoard of Directors as a whole; review the performance ofthe Chairman and Managing Director of the Company andto assess the quality, quantity and timeliness of flow ofinformation between the management and the Board ofDirectors. The performance evaluation of the IndependentDirectors was carried out by the entire Board.
The Directors expressed their satisfaction with theevaluation process.
Dedicated time was reserved for Board feedback on theAgenda. Board interaction between meetings was steppedup through Board calls on various topics. Specific itemswere also added in the Board agenda from a governanceperspective.
The Board of Directors have framed a Nomination,Remuneration and Board Diversity policy which lays downa framework for remuneration of Directors, Key ManagerialPersonnel and Senior Management of the Company.
The Policy broadly lays down the guiding principles,philosophy and the basis for payment of remuneration toExecutive and Non-Executive Directors (by way of sittingfees and commission), Key Managerial Personnel, SeniorManagement and payment of remuneration to otheremployees.
The Nomination, Remuneration and BoardDiversity Policy is available on the Company’swebsite viz. https://api.raymond.in/uploads/
investor/1657804140334Nomination%20and%20Remuneration%20Po[icy.pdf
The Policy also provides the criteria for determiningqualifications, positive attributes and Independenceof Director and criteria for appointment and removal ofDirectors, Key Managerial Personnel / Senior Managementand performance evaluation which are considered by theNomination and Remuneration Committee and the Boardof Directors.
The Policy sets out a framework that assures fair andoptimum remuneration to the Directors, Key ManagerialPersonnel, Senior Management Personnel and otheremployees such that the Company’s business strategies,values, key priorities and goals are in harmony with theiraspirations. The Policy lays emphasis on the importanceof diversity within the Board, encourages diversity ofthought, experience, background, knowledge, ethnicity,perspective, age and gender are considered at the time ofappointment.
The Nomination, Remuneration and Board Diversity policyis directed towards rewarding performance, based onachievement of goals. It is aimed at attracting and retaininghigh calibre talent.
The Board/Committee meetings are pre-scheduled anda tentative annual calendar of the meetings is circulatedto the Directors well in advance to help them plan theirschedules and ensure meaningful participation. Onlyin the case of special and urgent business, should theneed arise, approval of the Board/Committee is taken bypassing resolutions through circulation, as permitted bylaw, which are noted in the subsequent Board/ Committeemeeting. In certain special circumstances, the meetingsof the Board are called at a shorter notice to deliberateon business items which require urgent attention of theBoard. The Company has complied with SecretarialStandards issued by The Institute of Company Secretariesof India on Board meetings.
The Board met 10 (Ten) times during the year under reviewand have accepted all recommendations made to it by itsvarious Committees.
The details of the number of meetings of the Board heldduring the FY 2024-25 and the attendance of Directorsforms part of the Report on Corporate Governance.
The Board of Directors has the following Committees as onMarch 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 theircomposition, details of reconstitution, number of meetingsand attendance of Directors at the meetings are providedin the Corporate Governance Report forming part of theAnnual Report for the FY 2024-25.
a) Statutory Auditor
Walker Chandiok & Co. LLP, Chartered Accountants(ICAI FRN 001076N/N500013) (an affiliate of GrantThornton network) were appointed as StatutoryAuditors of the Company for a period of fiveconsecutive years at the Annual General Meeting(AGM) of the Members held on July 14, 2022 to holdoffice from the conclusion of the 97th AGM of theCompany till the conclusion of the 102nd AGM at aremuneration mutually agreed upon by the Board ofDirectors and the Statutory Auditors.
The Statutory Auditor’s Report forms part of theAnnual Report. The Statutory Auditor’s report doesnot contain any qualification, reservation or adverseremark for the year under review.
During the year under review, there were noinstances of fraud which required the Statutory
Auditors to report it to the Central Governmentunder Section 143(12) of Act and Rules framedthereunder. The Company has investigated andtaken appropriate action against all incidentsreported and continuously works on improving theinternal controls.
b) Cost Auditor
As per the requirements of the Section 148 of theAct read with the Companies (Cost Records andAudit) Rules, 2014 as amended from time to time,as on March 31,2025, your Company was requiredto maintain cost records and accordingly, suchaccounts are prepared and records have beenmaintained for the Company’s Real Estate Division.Prior to demerger of lifestyle business, the Textilebusiness also formed a part of the Company andaccordingly, the Cost Audit Report for the yearended March 31,2024 for the Textile and Real EstateDivision was filed with the Central Governmentwithin the prescribed time.
Consequent to demerger of Real Estate business toRaymond Realty Limited, the Company is no longerrequired to maintain cost records and accordingly,your Company has not appointed Cost Auditor forFY 2025-26.
c) Secretarial Auditor
Pursuant to the provisions of Section 204 of theAct and rules made thereunder, the Companyhad appointed M/s. DM & Associates CompanySecretaries LLP, Practicing Company Secretaries(ICSI unique code - L2017MH003500) to undertakethe Secretarial Audit of the Company for the FY2024-25 and to issue the Annual Secretarial Compliancereport. The Secretarial Audit Report and AnnualSecretarial Compliance Report for the FY2024-25,contains observations which are self explanatoryand no further explanation/justification is requiredfrom the management.
The Secretarial Audit Report for FY2024-25 isannexed as Annexure ‘A’ and forms an integral partof this Report.
Pursuant to Regulation 24A of SEBI Listing
Regulations read with SEBI Master Circular No.SEBI/HO/CFD/PoD2/CIR/P/0155 dated November11, 2024, the Annual Secretarial ComplianceReport of the Company is uploaded on the websiteof the Company i.e. https://www.raymond.in/investor/disclosures-under-regulation-46-of-the-lodr/annual-reports/annual-reports
Regulations, the Board of Directors at theirmeeting held on May 12, 2025, subject toapproval of the shareholders at the ensuingAnnual General Meeting, have appointedM/s. DM & Associates Company Secretaries LLP,
(ICSI unique code - L2017MH003500) as theSecretarial Auditor for a term of five (5) yearscommencing from FY 2025-26 at a remunerationto be mutually decided between the CompanySecretary and Secretarial Auditors with power to theBoard of Directors to increase the remuneration by5% to 10% annually.
Internal Financial Control and Risk Management areintegral to the Company’s strategy and for the achievementof the long-term goals. Our success as an organisationdepends on our ability to identify and leverage theopportunities while managing the risks. In the opinionof the Board, the Company has robust internal financialcontrols which are adequate and effective during the yearunder review.
Your Company has effective internal controls and risk-mitigation system, which is constantly assessed andstrengthened with new/revised standard operatingprocedures. The Company’s internal control system iscommensurate with its size, scale and complexities ofoperations.
M/s. Ernst & Young LLP, Chartered Accountants were theInternal Auditors of the Company for the FY 2024-25.Business risks and mitigation plans are reviewed andthe internal audit processes include evaluation ofall critical and high risk areas. Critical functions arereviewed rigorously, and the reports are shared with theManagement for timely corrective actions, if any. Themajor focus of internal audit is to review business risks,test and review controls, assess business processesbesides benchmarking controls with best practices in theindustry.
The Audit Committee of the Board of Directors activelyreviews the adequacy and effectiveness of the internalcontrol systems and are also apprised of the internal auditfindings and corrective actions. The Audit Committeesuggests improvements and utilizes the reports generatedfrom a Management Information System integral to thecontrol mechanism. The Audit Committee and RiskManagement & ESG Committee of the Board of Directors,Statutory Auditors and Business Heads are periodicallyapprised of the internal audit findings and correctiveactions.
The Company endeavours to continually sharpen its riskmanagement systems and processes in line with a rapidlychanging business environment. During the year underreview, there were no risks which in the opinion of theBoard threaten the existence of the Company. However,some of the risks which may pose challenges are set outin the Management Discussion and Analysis which formspart of this Annual Report.
The Company had identified a ransomware infectionwithin its network that resulted in the encryption of criticaluser data and disrupted the operations for a brief period.The threat actor infiltrated the network via VPN usingcompromised credentials associated with a local VPN userfrom February 11,2025 to February 16, 2025. The Companyimmediately involved external experts and isolated theinfected infrastructure. Also, the Company promptly tooksteps to contain and remediate the impact of the incidentand short-term goals were agreed and implemented. TheCompany implemented alternate controls and conductedcontainment, evaluation, restoration, and remediationactivities as part of its response to the cyberattack withthe assistance of external cybersecurity and informationtechnology specialists. The Company has assessed andconcluded that the accuracy and completeness of thefinancial information post the aforesaid remediationactivities has not been affected as a result of the incident.The Company continues to strengthen its cybersecurityinfrastructure and is in the process of implementingcertain long-term measures including improvements to itscyber and data security systems to safeguard against suchrisks in future.
Your Company is focused to ensure that ethics continue tobe the bedrock of its corporate operations. It is committedto conduct its business in accordance with the higheststandards of professionalism and ethical conduct in linewith the best governance practices.
In order to protect the identity of whistle blower, theCompany has engaged the services of M/s. KPMG AdvisoryServices Private Limited to handle complaints receivedby the Company. They have provided a platform throughwhich any person can anonymously report their complaint.The Company has a Whistle blower Policy in compliancewith the provisions of Section 177(10) of the Act andRegulation 22 of the SEBI Listing Regulations.
The Policy also provides adequate protection to theDirectors, employees and business associates who reportunethical practices and irregularities. The Policy providesdetails for direct access to the Chairman of the AuditCommittee.
A report indicating the number of cases reported,investigations conducted including the status updateis presented before the Audit Committee, on a quarterlybasis. All incidents that are reported and found fit forfurther investigation are investigated and suitable action istaken in line with the Whistle Blower Policy.
The Whistle Blower Policy has been appropriatelycommunicated within the Company acrossall levels and is available on the website of theCompany at https://api.raymond.in/uploads/investor/1709184777212Whistle%20Blower%20Policy.pdf.
The Company affirms that no personnel has been deniedaccess to the Audit Committee.
During the FY2024-25, the Company has spent T7.40crore towards CSR activities as approved by the CSRCommittee and the Board of Directors, from time to time.The CSR initiatives of the Company were primarily underthe thrust areas of promoting education and livelihoodenhancement.
The Report on CSR activities as required under theCompanies (CSR Policy) Rules, 2014 along with the briefoutline of the CSR policy is annexed as Annexure ‘B’and forms an integral part of this Report. The Company’sCSR Policy has been uploaded on Company’s website atapi.raymond.in/uploads/investor/1657802396163CSRPolicy.pdf
For details regarding the composition and terms ofreference of CSR Committee, please refer to the CorporateGovernance Report, which is a part of this report.
The Company is conscious of the importance ofenvironmentally clean and safe operations. The Company’spolicy requires conduct of operations in such a mannerso as to ensure safety of all concerned, compliances ofenvironmental regulations and preservation of naturalresources.
At the core of Company’s vision is a strong commitment toresponsible growth and environmental stewardship. Overthe past year, Company has accelerated its sustainabilityefforts enhancing safety, fostering inclusivity, andexpanding green initiatives. The Company is proud toreport zero on-site fatalities and notable progress in genderdiversity, reflecting our focus on safety and equity. TheCompany has increased green cover, planted thousandsof trees, and invested in sustainable infrastructurerainwater harvesting, sewage treatment, and waste-to-compost systems while integrating solar and water savingtechnologies across our sites. These steps are part ofCompany’s continuous improvement strategy, alignedwith our ESG goals.
24. DISCLOSURES UNDER SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION, PROHIBITION& REDRESSAL) ACT, 2013
In compliance with the provisions of the SexualHarassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 (“POSH Act”) andRules framed thereunder, the Company has formulatedand implemented a policy on prevention, prohibition andredressal of complaints related to sexual harassment ofwomen at the workplace.
The Company is committed to providing a safe andconducive work environment to all its employees and
associates. All women employees whether permanent,temporary or contractual are covered under the abovepolicy. The said policy has been uploaded on the internalportal of the Company for information of all employees.An Internal Complaints Committee has been set up incompliance with the POSH Act.
Details of complaints received during the year underreview under POSH Act are as under:
a. number of complaints of sexual harassmentreceived during the financial year: 1
b. number of complaints disposed of during thefinancial year: 1
c. number of complaints pending as on end of thefinancial year: NIL
d. number of complaints pending for more than ninetydays: NIL
The Board of Directors of your Company at their meetingheld on February 17, 2023 approved the RaymondEmployees Stock Option Plan 2023. The ESOP Schemewas approved by the Members through Postal Ballot onMarch 27, 2023.
The Scheme was introduced by the Company in orderto attract and retain talent, create a sense of ownershipamong the eligible employees and to align their mediumand long-term compensation with the Company’sperformance.
During the year under review, some of the option granteeswere transferred to Raymond Lifestyle Limited (“RLL”)consequent to Composite Scheme of Arrangement forDemerger of Lifestyle Business. To compensate the optionholders for decrease in market price of Raymond Limiteddue to demerger of Lifestyle Business, the Nominationand Remuneration Committee at its meeting held onMay 12, 2025 has suitably adjusted the exercise pricefor stock options to ' 781.95 per option. Further, inaccordance with the Composite Scheme Arrangement,the Board of Directors of RLL have approved an ESOPScheme wherein the option holders will be grantedoptions in RLL in the same ratio as shares were allottedto the shareholders of Raymond Limited pursuant to thesaid scheme.
The ESOP Scheme has been implemented in accordancewith the provisions of the Act and SEBI (Share BasedEmployee Benefits and Sweat Equity) Regulations,2021 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) (“SEBISBEB Regulations”). The certificate from the SecretarialAuditor on the implementation of the ESOP Scheme inaccordance with the SEBI SBEB Regulations and theresolution 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 ESOPScheme and the disclosures in compliance with SEBI SBEBRegulations are available on the website of the Companyat https://www.raymond.in/investor/disclosures-under-regulation-46-of-the-lodr/annual-reports/annual-reports
26. HUMAN RESOURCES AND INDUSTRIAL RELATIONSRobust people practices continue to drive Raymond’stransformation journey. Your company built next-levelpractices to increase performance standards through goalaudits and continuous feedback mechanism.
Your company successfully completed the LeadershipDevelopment Program which resulted in substantial costsavings and efficiency. In addition, the participants of thisdevelopment program were mapped to critical successionroles, given increased responsibilities, and promoted. Theprogram was delivered in collaboration with top notchIndian management institute. In sum, these initiativeshelped curtail attrition significantly. A differentiatedcompensation philosophy was implemented tobenchmark and pay critical talent competitively. Anorganization-wide socialization and cascade of RaymondLeadership Competencies helped improve the rigor intalent assessment for hiring, promotion, and succession.To enable a technology driven Human Resource, R-Space2.0 was launched this year. This led to an increasedadoption through ease of access and awareness offeatures. Your Company took focused initiatives to buildsynergies between the Raymond Group and the newlyacquired entity, Maini Precision Products Limited throughstrategic alignment of processes and systems.
During the year under review, the industrial relationsremained cordial and peaceful.
Your Company continues to win awards year-after-year,reiterating its credible market position. Some awardsreceived during FY2024-25 by the Company are as givenbelow:
1. Raymond Realty’s TenX Habitat Project has won 2ndprize in the High Rise Structure category at the ACIExcellence in Concrete Construction Awards 2024.
2. Developer of The Year at the 16th Realty Conclave& Excellence Awards 2024 (West).
3. Raymond Realty - Women Brigade was awardedExcellence in innovation & inclusion by Mid-DayReal Estate & Infrastructure Icons 2024.
4. Iconic Residential Developer of the Year & IconicMarketed Project for the Year - The Address By GSby Times Real Estate Conclave.
5. FSBI recognizes Raymond Realty’s TenX Habitatfor leading in construction safety with passive fireproducts.
6. Emerging Developer of the Year (National) at TheEconomic Times Real Estate Awards 2024.
7. Big Impact Awards 2024 - Ultra Luxury Project of theYear from Big FM for project Invictus by GS.
8. Design Innovation and Operational ExcellenceAward for Residential Projects at the SocietyInteriors Design Competition & Awards 2024.
9. Iconic Marketed Project and Iconic Project of theYear at Times Real Estate Conclave Awards 2024.
10. Honoured to be acknowledged by ET Now as one ofthe Best Organization for Women 2024.
11. Raymond Realty: Achieves the Fastest- GrowingRealty Brand in India.
The Management Discussion and Analysis Report on theoperations of the Company, as required under the SEBIListing Regulations is provided in a separate section andforms an integral part of this Report.
As per Regulation 34(3) read with Schedule V of the SEBIListing Regulations, a separate section on corporategovernance practices followed by the Company, togetherwith a certificate from the Company’s Secretarial Auditorsconfirming compliance forms an integral part of thisReport.
Pursuant to Section 134(3)(a) and Section 92(3) of the Actread with Companies (Management and Administration)Rules, 2014, the Annual Return of the Company in FormMGT-7 has been placed on the Company’s website andcan be accessed at the following link: https://www.raymond.in/investor/disclosures-under-regulation-46-of-the-lodr/annual-reports/annual-reports
Your Company realizes the importance of being transparentand accountable as an organization, which in turn, helpsin strengthening the trust that stakeholders’ have placedin the Company. We consider disclosure practice as astrong tool to share strategic developments, businessperformance and the overall value generated for variousstakeholder groups over a period of time. In compliancewith Regulation 34 of Listing Regulations, the BusinessResponsibility and Sustainability Report (“BRSR”) isannexed as Annexure ‘C’ and forms an integral part of thisReport.
A detailed disclosure with regard to the IEPF relatedactivities undertaken by your Company during the yearunder review forms part of the Report on CorporateGovernance.
No significant and material order has been passed by theregulators, courts, tribunals impacting the going concernstatus and Company’s operations in future. Details ofminor delays in reporting to the Stock Exchanges and finepaid by the Company forms part of the Secretarial AuditReport.
(a) The information on conservation of energy,technology absorption and foreign exchangeearnings 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) ofthe Act read with the Rule 5(1) of the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, is annexed as Annexure ‘E’and forms an integral part of this Report.
(c) A statement comprising the names of top 10employees in terms of remuneration drawn andevery person employed throughout the year, whowere in receipt of remuneration in terms of Rule5(2) and Rule 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel)Rules, 2014 is annexed as Annexure ‘F’ and formsan integral part of this Annual Report. The saidAnnexure is not sent along with this Annual Reportto the members of the Company in line with theprovisions of Section 136 of the Act. Members whoare interested in obtaining these particulars maywrite to the Company Secretary at the RegisteredOffice of the Company or send an email atcorp.secretarial@raymond.in. The aforesaidAnnexure is also available for inspection byMembers at the Registered Office of the Company,21 days before and up to the date of the ensuingAnnual General Meeting during business hours onworking days.
None of the employees listed in the said Annexureis a relative of any Director of the Company. None ofthe employees hold (by himself/herself or along withhis/ her spouse and dependent children) more thantwo percent of the Equity Shares of the Company.
(d) The Company has not accepted any deposits, withinthe meaning of Section 73 of the Act, read with theCompanies (Acceptance of Deposits) Rules, 2014as amended.
(e) The Company has complied with the provisions ofMaternity Benefit Act, 1961 during the year underreview.
(f) No application has been made under the Insolvencyand Bankruptcy Code. The requirement to disclosethe details of application made or any proceedingpending under the Insolvency and BankruptcyCode, 2016 (31 of 2016) during the year along withtheir status as at the end of the financial year is notapplicable.
(g) The requirement to disclose the details of differencebetween amount of the valuation done at the time ofone-time settlement and the valuation done whiletaking loan from the Banks or Financial Institutionsalong with the reasons thereof, is not applicable.
35. COMPLIANCE WITH SECRETARIAL STANDARDSDuring the year under review, the Company has compliedwith the applicable Secretarial Standards issued by TheInstitute of Company Secretaries of India.
Statements in this Directors’ Report and ManagementDiscussion and Analysis Report describing the Company’sobjectives, projections, estimates, expectations orpredictions may be “forward-looking statements” withinthe meaning of applicable securities laws and regulations.Actual results could differ materially from those expressedor implied. Important factors that could make differenceto the Company’s operations include raw materialavailability and its prices, cyclical demand and pricing inthe Company’s principal markets, changes in Governmentregulations, Tax regimes, economic developments withinIndia and the countries in which the Company conductsbusiness and other ancillary factors.
Your Directors wish to place on record deep sense ofappreciation to the employees for their contribution andservices. Company’s consistent growth has been possibleby their hard work, solidarity, co-operation and dedicationduring the year.
Your Directors thank the Government of India, the StateGovernments, Stock Exchanges, SEBI, NCLT, RegionalDirector and various other statutory and regulatoryauthorities for their co-operation and support to facilitateease in doing business. Your Directors also wish to thankits customers, business associates, distributors, channelpartners, suppliers, investors and bankers for theircontinued support and faith reposed in the Company.
For and on behalf of the Board of Directors ofRaymond Limited
Chairman and Managing Director
Mumbai, May 12, 2025 DIN: 00020088