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EQUITY - MARKET SCREENER

Raymond Ltd
Industry :  Textiles - Products
BSE Code
ISIN Demat
Book Value()
500330
INE301A01014
367.1679046
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
RAYMOND
20.38
12039.86
EPS(TTM)
Face Value()
Div & Yield %
88.72
10
0.17
 

As on: Mar 29, 2024 07:18 PM

Dear Members,

Your Directors are pleased to present the Ninety-Eighth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2023 ("year under review").

1. CORPORATE OVERVIEW AND GENERAL INFORMATION

The Company was incorporated in 1925 and has thereafter transformed from being an Indian textile player to a large, diversified group with leadership position in Textiles and Apparel sectors and enjoys a formidable position in Engineering and Real Estate Business.

The Company's strong in-house skills for research & development have always resulted in path-breaking new products raising the standards of the Indian textile industry. The Company has its footprint not just in India but also caters to global demand originating from USA, Europe and Japan.

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

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

2. FINANCIAL SUMMARY AND STATE OF COMPANY'S AFFAIRS

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

` in Crore

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

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

The Consolidated Gross Revenue from operations for FY 2022-23 was ` 8214.72 crore (Previous Year: ` 6178.51 crore). The Consolidated Operating Profit stood at ` 829.06 crore (Previous Year: ` 413.13 crore). The Consolidated Profit after tax stood at` 536.96 crore (Previous Year: ` 265.12 crore).

The Standalone Segment Revenue from operations for FY 2022-23 (a) Textile: Branded Fabric was ` 3360.40 crore (Previous Year: ` 2787.66 crore), (b) Real Estate and Development of property ` 1115.14 crore (Previous Year: ` 707.47 crore).

Except as disclosed in point 5 and 6 there are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report. There were no material events that had an impact on the affairs of your Company. There is no change in the nature of your Company's business during the year under review.

3. SHARE CAPITAL

The paid-up Equity Share Capital as at March 31, 2023 stood at ` 66.57 crore. There was no change in the paid-up share capital during the year under review. The Company does not have any outstanding paid-up preference share capital as on the date of this Report.

During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants.

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

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

4. DIVIDEND AND RESERVES

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

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

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

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

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

5. MATERIAL TRANSACTIONS POST THE CLOSURE OF FINANCIAL YEAR

Slump Sale

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

Scheme of Arrangement

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

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

The Scheme inter-alia provides for:

Demerger of lifestyle business carried on by RL through itself and its related subsidiaries along with its strategic investment in RG (‘Lifestyle Business Undertaking') into RCCL; and Amalgamation of RG with RCCL along with the consequential reduction and cancellation of the paid-up share capital of RCCL held by RG.

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

6. DEBT SECURITIES AND CREDIT RATING

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

The details of NCDs outstanding as on March 31, 2023 are as under:

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

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

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

7. FINANCIAL STATEMENTS

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

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

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

8. RELATED PARTY TRANSACTIONS

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

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

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

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

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

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

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

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

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

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to financial statements forming part of the Annual Report.

10. PERFORMANCE OF SUBSIDIARIES AND JOINT VENTURE COMPANY

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

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

Domestic subsidiaries

Raymond Luxury Cottons Limited ("RLCL")

RLCL, a Material Subsidiary of the Company had made an Offer for Buyback of Shares on April 27, 2023 wherein Raymond Limited did not participated. The JV Partner shareholder of RLCL tendered its entire shareholding and consequently, effective from closure of buyback i.e., April 28, 2023, RLCL has become a wholly owned subsidiary of the Company.

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

Silver Spark Apparel Limited ("SSAL")

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

Everblue Apparel Limited ("EBAL")

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

Celebrations Apparel Limited ("CAL")

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

Raymond Woollen Outerwear Limited ("RWOL")

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

Raymond Apparel Limited ("RAL")

Post Scheme of Arrangement between RAL and RL becoming effective, there are no major business operations remaining in RAL. The revenue from operations of the Company for FY 2022-23 was NIL (Previous Year: NIL). RAL incurred Loss of ` 1.40 crore

(Previous Year: Loss ` 26.93 crore). During the year, the quasi equity held in RAL was converted to 59,85,45,715 fully paid equity shares of ` 10/- each by issue of shares on Rights basis by RAL.

Colorplus Realty Limited ("CRL")

CRL has registered a Loss of ` 0.09 crore during the year under review (Previous Year Loss: ` 0.14 crore).

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

JK Files & Engineering Limited manufactures steel files & cutting tools and markets hand tools and power tools. It is the leading manufacturer of steel files in the world with a sizeable domestic market share. As on date of this report, JKFEL has three subsidiaries, namely; JK Talabot Limited, Scissors Engineering Products Limited and Ring Plus Aqua Limited.

JKFEL reported a Consolidated revenue from operations of ` 864.08 crore for the FY 2022-23 (Previous Year: ` 502.92 crore). JKFEL registered a consolidated profit before exceptional item of ` 101.89 crore (Previous year: ` 64.95 crore). JKFEL registered a consolidated Profit after Tax of ` 71.85 crore (Previous Year: ` 58.71 crore).

Ring Plus Aqua Limited ("RPAL")

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

JK Talabot Limited ("JKTL")

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

Scissors Engineering Products Limited ("SEPL")

SEPL registered a loss of ` 0.07 crore in FY 2022-23

(Previous Year: Profit of` 0.006 crore).

Raymond Lifestyle Limited ("RLL")

RLL has incurred a Loss of ` 0.91 crore in FY 2022-23

(Previous Year: Loss ` 0.01 crore).

TenX Realty Limited ("TRL")

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

Rayzone Property Services Limited ("RPSL")

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

Pashmina Holdings Limited ("PHL")

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

Overseas subsidiaries Jaykayorg AG ("Jaykay")

Jaykay has recorded a Profit of CHF 8777 (equivalent to ` 0.07 crore) for the year ended December 31, 2022

[Previous Year: Profit of CHF 13,086 (equivalent to` 0.10 crore)].

Raymond (Europe) Limited ("REL")

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

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

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

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

SSME is the wholly owned subsidiary of Silver Spark Apparel Limited incorporated in Sharjah Airport Free Zone (SAIFZONE), Sharjah, UAE. SSME is engaged in Investment, trading of Apparel and related products for Asia and US customers. The Gross Revenue of SSME for FY 2022-23 stood at `187.84 crore (Previous Year: ` 119.46 crore). SSME has registered a Profit of` 8.95 crore (Previous Year: Profit of` 2.71 crore).

Silver Spark Apparel Ethiopia PLC ("SSAEP")

SSAEP is a step-down subsidiary of Silver Spark Apparel Limited in Ethiopia. SSAEP is a wholly owned subsidiary of Silver Spark Middle East (FZE). SSAEP is engaged in the manufacturing of formal suits, jackets, trousers, and vest coats. The Gross Revenue of SSAEP for FY 2022-23 stood at ` 55.09 crore (Previous Year: `. 46.52 crore). SSAEP has registered a Profit of` 2.07 crore (Previous Year: Profit of` 4.43 crore).

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

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

Raymond America Apparel INC ("RAAI")

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

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

RUDPL is engaged in the business of manufacturing and marketing of denim fabrics and garments for both the domestic and international markets. In FY 2022-23, revenue from Indian operations was ` 973.00 crore (Previous Year: ` 1042.20 crore).

On a Standalone basis, RUDPL has registered a Loss after tax of ` 6.98 crore (Previous Year Loss: ` 34.10 crore). On Consolidated basis, RUDPL has registered a Loss after tax of ` 6.65 crore (Previous Year Loss: ` 35.36 crore).

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

11. MATERIAL SUBSIDIARY

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

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

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

1. Mr. Gautam Hari Singhania - Chairman and Managing Director,

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

3. Mr. Rakesh Darji – Company Secretary.

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

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

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

13. DIRECTORS' RESPONSIBILITY STATEMENT

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

a) in the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the Profit of the Company for the year ended on that date;

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

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

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

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

14. ANNUAL PERFORMANCE EVALUATION

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

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

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

The Independent Directors of the Company met on March 9, 2023, without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole; review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the Independent Directors was carried out by the entire Board.

The Directors expressed their satisfaction with the evaluation process.

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

15. NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

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

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

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

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

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

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

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

16. MEETINGS OF THE BOARD AND ITS COMMITTEES

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

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

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

17. COMMITTEES OF THE BOARD

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

a) Audit Committee

b) Nomination and Remuneration Committee

c) Committee of Directors (Stakeholders' Relationship Committee)

d) Corporate Social Responsibility Committee

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

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

18. AUDITORS & REPORTS OF THE AUDITORS a) Statutory Auditor

Messrs Walker Chandiok & Co. LLP, Chartered

Accountants (ICAI FRN 001076N/N500013) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting ("AGM") of the Company held on July 14, 2022 to hold office from the conclusion of the 97th AGM of the Company till the conclusion of the 102nd AGM at a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

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

b) Cost Auditor

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are prepared and records have been maintained relating to Textile Division and Real Estate Division. The Cost Audit Report for the year ended March 31, 2022 for the Textile and Real

Estate Division was filed with the Central Government within the prescribed time. Messrs R. Nanabhoy & Co., Cost Accountants were the Cost Auditor of the Company for the FY 2022-23.

The Board of Directors, on the recommendation of Audit Committee, has re-appointed Messrs R. Nanabhoy & Co., Cost Accountants, (Firm

Registration Number: 000010) as Cost Auditor to audit the cost accounts of the Company's Textile and Real Estate Divisions for the Financial Year 2023-24. As required under the Act, a resolution seeking members' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the AGM for their ratification.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company had appointed Messrs DM & Associates, Company Secretaries LLP (Firm Registration No. L2017MH003500) to undertake the Secretarial Audit of the Company for the FY 2022-23, based on consent received from Messrs DM & Associates, Company Secretaries LLP. The Secretarial Audit Report is annexed as Annexure ‘A' and forms an integral part of this Report.

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

Pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report of the Company is uploaded on the website of the Company at https://www.raymond.in/investor/ disclosures-under-regulation-46-of-the-lodr/annual-reports/annual-reports The Secretarial Audit Report and Secretarial Compliance Report for FY 2022-23, do not contain any qualification, reservation, or adverse remark.

19. INTERNAL FINANCIAL CONTROL SYSTEMS, ITS ADEQUACY AND RISK MANAGEMENT

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

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

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

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

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

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

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

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

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

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

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

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

21. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

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

The Report on CSR activities as required under the Companies (CSR Policy) Rules, 2014 along with the brief outline of the CSR policy is annexed as Annexure ‘C' and forms an integral part of this Report. The Company's CSR Policy has been uploaded on Company's website at https://www.raymond.in/investor/disclosures-under-regulation-46-of-the-lodr/corporate-governance/ code-of-conduct-policies. For details regarding the CSR Committee, refer to the Corporate Governance Report, which is a part of this report.

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

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

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

23. EMPLOYEE STOCK OPTION SCHEME

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

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

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

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

24. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

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

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

In order to help employees deliver at superior levels, a strong focus on capability development is put in place.

Multiple filters are used to identify employees who display potential to take on challenges and higher-level roles. Differentiated programs are designed to provide a holistic perspective across various aspects of business, operations, people and strategy. Your Company collaborates with top notch Indian and Global management institutes to design and deliver these programs.

To retain talent, your Company has developed a robust framework to identify critical roles across the organization. A differentiated compensation strategy was created and communicated. A key feature of this strategy is to reward talent competitively and ring-fencing them. A dual pronged approach to talent ensures that your Company provides opportunities to develop and grow. Your Company bagged the coveted ‘Great Places to Work' certification in Lifestyle and Realty business.

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

25. AWARDS AND ACCOLADES

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

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

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

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

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

Employee Excellence 2022 presented by The Economic Times.

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

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

Great Places to Work Certification presented by GPTW.

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

20th Annual Greentech Safety India Award for Safety Excellence and 21st Annual Greentech Environment Award for Environment Protection presented by M/s Greentech foundation.

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

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

Green Organization of the Year presented by 2nd Edition

Organization Development Summit & Awards 2022.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

27. CORPORATE GOVERNANCE REPORT

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

28. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company in Form MGT-7 for FY 2022-23 has been placed on the Company's website and can be accessed at the following link: https://www.raymond.in/investor/disclosures-under-regulation-46-of-the-lodr/annual-reports/annual-reports

29. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

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

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

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

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

32. STATUTORY INFORMATION AND OTHER DISCLOSURES

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

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

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

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

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

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

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

33. COMPLIANCE WITH SECRETARIAL STANDARDS

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

34. CAUTIONARY STATEMENT

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

35. ACKNOWLEDGEMENT

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

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

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

For and on behalf of the Board of Directors of

Raymond Limited

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