Raymond Lifestyle Ltd Directors Report

Dear Members,

Your Board of Directors are pleased to present the Eighth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2026 (year under review).

1. CORPORATE OVERVIEW AND GENERAL INFORMATION

The Company, originally incorporated in 2018, reached its current structure following a series of strategic consolidations and the subsequent divestment of its legacy consumer care and FMCG operations in 2023 for a consideration of Rs.2,825

Crore to unlock capital. This corporate journey culminated in a defining structural pivot during the 2024-25 fiscal period when, pursuant to a Composite Scheme of Arrangement approved by the Honble National Company Law Tribunal, Mumbai Bench, the historic lifestyle, business of Raymond Limited consisting of textile, apparel and garmenting segments, was demerged into the Company. Effectively rebranded as Raymond Lifestyle Limited, the Company successfully debuted as a standalone, pure-play lifestyle and fashion powerhouse on the National Stock Exchange of India Limited and BSE Limited on September 5, 2024.

Building on these structural foundations, the financial year 2025-26 marked the first full year of operations for the Company as an independent listed entity, achieving remarkable financial breakthroughs despite a volatile global macroeconomic environment. Driven by strong domestic consumption, premiumization trends, and robust demand across its core segments, the Companys total consolidated income crossed the milestone figure of Rs.7,000 Crore for the first time in its history, closing the year at Rs.7,034 Crore, which represents an 11% year-on-year growth.

This stellar financial performance was underpinned by robust operational execution across all primary business divisions throughout the fiscal year. The Branded Textile segment remained a primary engine of growth, benefiting from high wedding-related demand and an enhanced product mix, while the Branded Apparel portfolio scaled its presence across large-format stores, exclusive brand outlets, and online platforms. To support this multi-pronged market expansion, the Company invested heavily in targeted marketing campaigns and advanced its digital transformation blueprint, anchored by the implementation of the enterprise-grade SAP S/4HANA platform.

2. FINANCIAL SUMMARY AND STATE OF COMPANY AFFAIRS

A summary of your Companys financial results for the FY 2025-26 is as under:

(Rs. in Crore)

	Standalone		Consolidated
Particulars	March 31, 2026	March 31, 2025	March 31, 2026	March 31, 2025
Revenue from operations	5356.38	4681.28	6888.00	6176.74
Operating Profit / (Loss)	194.07	57.45	200.06	122.29
Tax Expenses / Credit (Incl. Deferred Tax)	(26.36)	(4.17)	(25.35)	(21.82)
Profit/(Loss) after Tax	51.73	(9.00)	46.17	38.19

3. CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

4. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

There have been no material changes and commitment affecting the financial position of the Company which occurred between the end of financial year to which the financial statements relate to and date of this report.

5. MATERIAL EVENTS DURING THE YEAR UNDER REVIEW

There was no material event during the year under review.

6. DIVIDEND AND RESERVES

Considering the profits of the Company, the Board is pleased to recommend maiden dividend payment of H1 (Rupee One only) (50%) per equity share of Rs. 2 (Rupees

Two only) each, for the FY2025-26. As per the Income Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

The Dividend 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 Companys website at https://raymondlifestyle. com/uploads/Dividend-Distribution-Policy.pdf

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

7. DEBT SECURITIES & CREDIT RATING

During the year under review, your Company has not issued any new listed Debt Securities. Axis Trustee Services Limited is the Trustee for the below mentioned NCDs.

The details of listed NCDs outstanding as on March 31, 2026 are as under:

Series	Date of allotment	Amount ( Rs. in Crore)	Coupon	Redemption date/ Schedule	Credit Rating at the time of NCD issue
Series B*	February 10, 2021	200	9.00% p.a.	Equal Instalments on:	CARE AA-;
				February 09, 2028;	Credit watch with developing implications
				February 09, 2029;
				February 09, 2030;
				February 09, 2031

*Series P NCD were transferred from Raymond Limited pursuant to Composite Scheme of Arrangement, and renamed as Series B.

8. FINANCIAL STATEMENTS

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

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

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

9. RELATED PARTY TRANSACTIONS

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

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

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

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

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

The Board of Directors have formulated a Policy on dealing with Related Party Transactions. The said policy was amended on May 06, 2026.

The updated policy is available on the websiteofthe Company and can be accessed at the link . com/uploads/Related-Partv-Transaction-Policy3.pdf.

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

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

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

11. PERFORMANCE OF SUBSIDIARIES

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

During the period under review, no company became or ceased to be a subsidiary, associate or joint venture of the company. The performance in brief for the major subsidiary companies is given hereunder:

Domestic subsidiaries:

Raymond Luxury Cottons Limited (RLCL):

RLCL manufactures high value fine cotton and linen shirting for both domestic and international customers. The revenue from operations of RLCL for FY 2025-26 was at Rs.817.53 Crore (Previous Year: Rs.799.66 Crore). The Profit after tax was Rs.15.15 Crore (Previous Year: Rs. 36.87 Crore).

Silver Spark Apparel Limited (SSAL):

SSAL has a reputed overseas clientele for formal suits, jackets and trousers. The revenue from operations of the Company at Standalone level is Rs.848.73 Crore (Previous Year: Rs.873.14 Crore). The Company incurred a loss for year of Rs.18.04 Crore (Previous Year: Loss of Rs.9.94 Crore). On a Consolidated level, the revenue from operations of the Company stood at Rs. 1011.57 Crore (Previous Year: Rs.1025.32 Crore). The Loss after tax was Rs.4.45 Crore (Previous year Profit of Rs.16.42 Crore) for the year under review.

Celebrations Apparel Limited (CAL):

The Gross Revenue of CAL for FY 2025-26 stood at Rs.1.03 Crore (Previous Year: Rs.1.03 Crore). CAL earned a Profit after tax of Rs.0.77 Crore (Previous Year: Profit of Rs. 0.64 Crore).

Ray Global Consumer Products Limited (RGCPL):

RGCPL, has incurred a Loss of Rs.0.0015 Crore. (Previous Year Loss: Rs.0.003 Crore).

Overseas subsidiaries:

Jaykayorg S.A. (Jaykay):

Jaykayorg has recorded a profit of CHF 7,471 (equivalent to Rs. 0.08 Crore) for the year ended December 31, 2025 [Previous Year: Profit of CHF 11,355 (equivalent to Rs.0.12 Crore)].

Raymond (Europe) Limited (REL):

REL has recorded a Profit of GBP 31,867 (equivalent to Rs. 0.38 Crore) for the year ended December 31, 2025 [Previous Year: Profit of GBP 42,637 (equivalent to Rs.0.44 Crore)].

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

R&A is a wholly owned subsidiary SSAL. R&A recorded a Profit of USD 13,03,188 (equivalent to Rs. 11.55 Crore) [Previous

Year: Profit of USD 6,74,831 (equivalent to Rs.5.71 Crore)] for the year ended March 31, 2026.

Silver Spark Middle East (FZE) (SSME):

SSME is a wholly-owned subsidiary of SSAL, is incorporated in Sharjah Airport Free Zone (SAIFZONE), Sharjah, U.A.E. SSME is engaged in investment, trading of Apparel and related products for Asia and US customers. The Gross Revenue of SSME for FY 2025-26 stood at Rs.125.08 Crore (Previous Year: Rs.212.11 Crore). SSME registered a Loss before tax of Rs.3.08 Crore (Previous Year: Profit Rs.11.11 Crore).

Silver Spark Apparel Ethiopia PLC (SSAE):

SSAE is based out of Ethiopia in Africa and is a wholly owned subsidiary of Silver Spark Middle East FZE. SSAE is engaged in the manufacturing of formal suits, jackets, trousers and vest coats. The Gross Revenue of SSAE for FY 2025-26 stood at Rs.36.76 Crore (Previous Year: Rs.68.71 Crore). SSAE registered a loss of Rs.0.37 Crore (Previous Year: Profit of Rs.14.71 Crore).

Raymond America Apparel INC (RAAI):

RAAI is a wholly owned subsidiary of SSAL, acquired by the Company and is yet to commence business operations.

12. MATERIAL SUBSIDIARY

Silver Spark Apparel Limited and Raymond Luxury Cottons Limited are the material subsidiaries of the Company for FY 2025-26 as per the threshold of Regulation 16 of SEBI 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 SEBI Listing Regulations. The said policy was amended on January 30, 2025.

The Policy has been uploaded on the website of the Company at https://raymondlifestyle.com/uploads/Material-Subsidiary-Policy2.pdf

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, Independent Directors have 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 Companys Code of Business Conduct & Ethics. In terms of requirements of the SEBI Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Companys businesses, which are detailed in the Corporate Governance Report.

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

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:

Sr. No. Name	Designation	Date of Appointment
1. Mr. Gautam Hari Singhania	Executive Chairman and Managing Director	September 01, 2024
2. Mr. Satyaki Ghosh	Whole-time Director designated as Chief Executive Officer (CEO)	January 19, 2026
3. Mr. E C Prasad	Chief Financial Officer (CFO)	January 27, 2026
4. Mrs. Priti Alkari	Company Secretary and Compliance Officer	May 09, 2023

Note:

1) Mr. Sameer Shah, Chief Financial Officer resigned w.e.f. July 31, 2025; and

2) Mr. Vishal Raigagla held the position as an interim Chief Financial Officer from October 29, 2025 to January 27, 2026.

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

1. Mr. Mahendra Doshi (DIN: 00123243) ceased to be the Director of the Company w.e.f. August 06, 2025 due to his demise;

2. Mr. Shantilal Pokharna (DIN: 01289850) was appointed as Non-Executive Director w.e.f October 29, 2025 and was regularised through postal ballot on January 15, 2026. He resigned from the Board w.e.f. May 06, 2026; and

3. Mr. Satyaki Ghosh (DIN: 11375968) was appointed as Additional Whole-time Director designated as CEO w.e.f. May 06, 2026.

14. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and external consultants, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year ended March 31, 2026.

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, 2026, 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, 2026 and of the profit of the Company for the year ended on that date; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

15. ANNUAL PERFORMANCE EVALUATION

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

The Board has carried out the annual performance evaluation of its own performance, Board Committees and the Directors individually. The evaluation was conducted through an online self-assessment mechanism, after taking into consideration inputs received from the Directors, covering various aspects of the Boards 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 25, 2026, without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole; review the performance of the Executive Chairman & Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the Independent Directors was also carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

The Board evaluation process facilitates periodic assessment of the Boards functioning and governance practices, promoting continuous enhancement and ensuring alignment with the Companys evolving strategic priorities.

16. NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

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

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

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

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

The Policy sets out a framework that assures fair and optimum remuneration to the Directors, Key Managerial Personnel, Senior Management Personnel and other employees such that the Companys 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; encouraging diversity of thought, experience, background, knowledge, ethnicity, perspective, age and gender are considered at the time of appointment.

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

17. MEETINGS OF THE BOARD AND ITS COMMITTEES

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

The Board met 5 (five) times during the year under review.

The details of the number of meetings of the Board held during the FY 2025-26 and the attendance of Directors forms part of the Report on Corporate Governance.

18. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees as on March 31, 2026:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

f) Environmental, Social and Governance (ESG)Committee

g) Investment and Finance Committee

h) Information and Technology Governance Committee

The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming part of the Annual Report FY 2025-26.

19. A UDITORS & REPORTS OF THE AUDITORS

a) S tatutory Auditor:

M/s. Walker Chandiok & Co. LLP, Chartered Accountants (ICAI FRN 001076N/N500013) (an affiliate of Grant Thornton network) have been appointed as Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting (AGM) of the Members held on May 27, 2024 to hold office for five years from the conclusion of the 6 th AGM of the Company till the conclusion of the 11 th 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 Auditors 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 for its Textile units situated at Chhindwara, Jalgaon & Vapi and manufacturing unit of Rubber Products-Male Contraceptives (Condoms) situated at Chhatrapati Sambhajinagar and such accounts are accordingly prepared and records are maintained therein. The Cost Audit Report for the year ended March 31, 2025 was filed with the Central Government within the prescribed time limit.

The Board of Directors, on the recommendation of Audit Committee, have re-appointed M/s. R. Nanabhoy & Co., Cost Accountants, (Firm Registration Number: 000010) as Cost Auditor to audit the cost accounts of the Company for the FY 2025-26 for its Textile units situated at Chhindwara, Jalgaon & Vapi and manufacturing unit of Rubber Products-Male Contraceptives (Condoms) situated at Chhatrapati Sambhajinagar. As required under the Act, a resolution seeking members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

c) Secretarial Auditor:

M/s. DM and Associates Company Secretaries LLP (Firm Registration No. L2017MH003500) have been appointed as Secretarial Auditors of the Company for a period of five consecutive years at the Annual General Meeting (AGM) of the Members held on August 04, 2025 to hold office for five years commencing from the FY 2025-26 till the FY 2029-30 i.e. April 01, 2025 until March 31, 2030.

Accordingly, M/s. DM and Associates Company Secretaries LLP (Firm Registration No. L2017MH003500) has undertaken the Secretarial Audit of the Company for the FY 2025-26. The Secretarial Audit Report is annexed as Annexure A and of material subsidiaries forms an integral part of this Report.

Pursuant to Regulation 24A of SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report of the Company form part of this Report and is also uploaded on the website of the Company ie. https://raymondlifestyle.com/uploads/ Annual%20Secretarial%20Compliance%20Report%20 -%20May%2029,%202026.pdf.

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

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

Your Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of operations. M/s. Ernst & Young LLP, Chartered Accountants were the internal auditors of the Company for the FY 2025-26.

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

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

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

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

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

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

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

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

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of the Act read with Rules made thereunder, the Company was required to make CSR contribution for the FY 2025-26.

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

23. ENVIRONMENT, HEALTH & SAFETY AND SUSTAINABILITY

During FY 2025-26, Raymond Lifestyle Limited continued to advance its sustainability commitments across environmental, social and governance dimensions, with measurable outcomes recorded against its defined long-term targets.

On the environmental front, combined Scope 1 and Scope

2 GHG emissions declined by 3.7% over FY 2024-25, supported by an 11.26% growth in renewable energy consumption during the year - reflecting progress towards the Companys targets of a 15% emissions reduction and 25% renewable energy share by 2030. On water, approximately 11.67 lakh KL of treated water was reused across manufacturing facilities, with ZLD and water recycling systems operational at select sites. Waste directed to landfill reduced by 24.26% over the previous year, reinforcing the Companys Zero Waste to Landfill ambition.

On people, the Company recorded zero workplace fatalities across its operations for the second consecutive year. Permanent employee attrition reduced significantly from 16% in FY 2024-25 to 7% in FY 2025-26, reflecting improvements in workforce stability. Female representation across the workforce stood at 37.22% as at the end of FY 2025-26, placing the Company on track towards its target of 40% representation by 2030.

All Board committees maintained 100% independent director composition during FY 2025-26, thereby meeting the Companys stated governance commitment in this regard.

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

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

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

a. Number of complaints filed during the year : 2 b. Number of complaints disposed off during the year : 2 c. Number of complaints pending as on end of the financial year : Nil d. Number of complaints pending for more than ninety days : Nil

25. EMPLOYEE STOCK OPTION SCHEME (ESOP Scheme)

The Board of Directors, at its meeting held on May 12, 2025, approved the Raymond Lifestyle Employees Stock Option Plan 2025 (the ESOP Scheme ). The Company also sought approval of its members for the ESOP Scheme at the 7 th Annual General Meeting.

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

In the meeting of Nomination and Remuneration Committee held on January 09, 2026, Company has approved to grant maximum 11,04,470 Stock Options to eligible employees/ option holders currently holding options under Raymond Employees Stock Option Plan 2023.

The Company issued grant letters for 5,58,853 options in January 2026. The breakup of the options was as follows:

ESOP-I: 2,44,452 options

ESOP-II: 3,14,401 options

Out of the options issued under ESOP-I, 1,14,286 options are vested and 1,30,166 options lapsed.

Further, the Company granted 23,974 Stock Options to one of the eligible employee in May 2026.

The ESOP Scheme has been implemented in accordance with the provisions of the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (including any statutory modifications and/or re-enactments thereof for the time being in force) (SEBI SBEB Regulations). The certificate from the Secretarial Auditor on the implementation of the ESOP Scheme in accordance with the SEBI SBEB Regulations and the resolution passed by the members of the Company, has been uploaded on the website of the Company at https://raymondlifestyle.com/ disclosures/sub_annual_reports.

The details of the stock options granted under the ESOP Scheme and the disclosures in compliance with SEBI SBEB Regulations are available on the website of the Company at https://raymondlifestyle.com/disclosures/sub_ annual_reports.

26. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company recognizes its workforce as its most valuable asset and remains deeply committed to providing a safe, growth-oriented, and encouraging work environment. As a foundational pillar of competitive advantage and a strategic catalyst for achieving long-term expansion objectives, the Human Resources function remains dedicated to cultivating an agile, engaged, and performance-driven culture. Guided by the fundamental values of Trust, Quality and excellence coupled with a customer-first approach, the Company simultaneously prioritizes employee well-being through supportive policies, mental health initiatives, and leadership coaching. During the year under review, human capital development aggressively supported business growth priorities with a bouquet of functional and behavioral capability-building programs.

Capability building was institutionalized through Raymond University and the Raymond Leadership Academy, embedding functional and leadership competencies vital to the role. Continuous Leadership competency and functional skill enhancement programs were conducted periodically for creating a future ready organisation.

The Companys robust Performance & Potential evaluation process ensures that individual aspirations align with enterprise goals, allowing employees and stakeholders to prosper together.

Industrial relations across all locations and establishments remained stable, constructive, and harmonious throughout the year, reflecting the Companys continued commitment to fostering a collaborative and inclusive work environment.

27. QUALITY AND ACCOLADES

Your Company continues to win awards year-after-year, reiterating its credible market position. Some awards received during FY 2025-26 by the Company, its subsidiaries are as given below:

Awards won by the Company:

Excellence in employee engagement award by India HR Summit & Awards 2026;

TRRAIN (Trust for Retailers & Retail Associates of India) by Retail Awards 2026;

Indias Retail Champions Award by Retail Association of India (RAI) 2026;

Best New Brand, Product, or Service Launch Award by Global Marketing Excellence Awards 2025;

Most Preferred Work-Place 2025-2026 by Marksmen Daily;

Impact Digital Influencer Awards by Art E Media;

Best Innovation in Mobile Marketing by The Indian Digital Marketing Awards 2025; and

Diamond Jubilee - All India Export Excellence Award -2025 by Federation of Industries of India.

Awards won by Subsidiaries:

Highest Performance in Apparel Export to the EU (2023-24-25);

National Energy Conservation Award 2025 by The Bureau of Energy Efficiency (BEE); and

Par Excellence Award by Quality Circle Forum of India (QCFI).

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

29. CORPORATE GOVERNANCE REPORT

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

30. ANNUAL RETURN

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

31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

32. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

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

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

34. STATUTORY INFORMATION AND OTHER DISCLOSURES

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

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

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

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

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

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

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

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

35. COMPLIANCE WITH SECRETARIAL STANDARDS

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

36. CAUTIONARY STATEMENT

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

37. ACKNOWLEDGEMENT

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

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

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

For and on behalf of the Board of Directors of

Raymond Lifestyle Limited

	Gautam Hari Singhania
	Executive Chairman
Mumbai, May 06, 2026	DIN: 00020088