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Raymond Ltd Auditor Reports

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Raymond Ltd Share Price Auditors Report

To the Members of Raymond Limited

Report on the Audit of the Standalone Financial Statements

OPINION

1. We have audited the accompanying standalone financial statements of Raymond Limited (the ‘Company), which comprise the Standalone Balance Sheet as at 31 March

2025, the Standalone Statement of Profit and Loss

(including Other Comprehensive Income), the Standalone Statement of Cash Flow and the Standalone Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the ‘Act) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (‘Ind

AS) specified under section 133 of the Act read with the

Companies (Indian Accounting Standards) Rules, 2015 (as amended) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2025, and its profit (including other comprehensive income - gain), its cash flows and the changes in equity for the year ended on that date. Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act.

Our responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics issued by the ICAI. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter – Demerger of lifestyle business undertaking

4. We draw attention to note 40(a) to the accompanying standalone financial statements which describes that pursuant to the scheme of arrangement (the ‘Scheme) between the Company, Raymond Lifestyle Limited (formerly known as Raymond Consumer Care Limited) (‘Resulting Company or ‘Transferee Company), Ray Global Consumer Trading Limited (‘Transferor Company) and their respective shareholders, as approved by the Honble National Company Law Tribunal and filed with respective Registrar of Companies, the Lifestyle Business Undertaking of the Company was demerged and transferred to Resulting Company with effect from 30 June 2024. The said demerger was given accounting effect in the year ended 31 March 2025 from the effective date in accordance with Appendix A to Ind AS 10 "Distribution of Non-cash Assets to Owners" (‘Ind AS 10) and Ind AS 105 "Non-Current Assets Held for Sale and Discontinued

Operations" (‘Ind AS 105). Our opinion is not modified in respect of this matter. Emphasis of Matter – Demerger of real estate business undertaking

5. We draw attention to note 40(b) to the accompanying standalone financial statements which describes that pursuant to the scheme of arrangement (the ‘Scheme) between the Company (‘Demerged Company), Raymond Realty Limited (‘Resulting Company) and their respective shareholders, as approved by the Honble National

Company Law Tribunal, Mumbai Bench and filed with respective Registrar of Companies, the Real Estate Business Undertaking of the Company has been demerged and transferred to Resulting Company with effect from 01

May 2025. Accordingly, the assets and liabilities as at 31 March 2025 related to Real Estate Business Undertaking have been classified as "held for distribution" and the net results of Real Estate Business Undertaking for the current and comparative year have been disclosed separately as discontinued operations in the accompanying standalone financial statements, in accordance with Ind AS 105. Our modified opinion is not in respect of this matter.

KEY AUDIT MATTERS

6. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

7. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matters How our audit addressed the key audit matters
Impairment testing of investment in and other receivables from a joint venture Our procedures included, but were not limited to the following:
Refer note 1(b)(D)(x) for Companys material accounting policy information on impairment. Also refer notes 5, 14 and 15 for details of investment and other receivables from Raymond UCO Denim Private Limited (the joint venture/Raymond UCO), including its credit risk assessment, in the accompanying standalone financial statements. • Obtained an understanding of managements process, evaluated design and tested the operating effectiveness of controls around impairment and recoverability assessment as per Ind AS 36 and Ind AS 109;
As at 31 March 2025, the carrying amount of investment in Raymond UCO is Rs. 14,956 lakhs (net of provision for diminution in the value of investment of Rs. 20,950 lakhs). • Evaluated the Companys accounting policies with respect to impairment/ credit risk assessment and assessed its compliance with the requirements of Ind AS 36 and Ind AS 109;
Further, as at such date, the Company has loans, interest and other receivables aggregating Rs. 3,424 lakhs from the joint venture. • Obtained and reviewed valuation report as prepared by management experts for determination of recoverable value of investment in the joint venture and also assessed the appropriateness of methodology, valuation model and key assumptions used by the management experts;
In accordance with the requirements of Ind AS 36 "Impairment of Assets" (Ind AS 36) and Ind AS 109 "Financial instruments" (Ind AS 109), management has assessed that the losses suffered by the joint venture over the years indicate impairment in the carrying values of the aforementioned balances. Accordingly, the management has performed impairment assessment and has estimated the recoverable amount of its investment and other receivables in the joint venture using, inter alia, Discounted Cash Flow valuation model, which is inherently complex and involves the use of significant management estimates and assumptions such as, projections of future cash flows, growth rates, discount rates, terminal growth rate, expected future market and economic conditions etc. • Assessed the professional competence, objectivity and capabilities of management valuation specialist;
As per such assessment carried out by the management, the carrying value of the investment has been impaired by Rs. 3,250 lakhs in the current year, as disclosed in note 5(ii) to the accompanying standalone financial statements. • Performed inquiries and evaluated whether managements assumptions such as future cash flows, growth rates, discount rates, terminal growth rate etc., as used in cash flow projections are reasonable by understanding the historical performance, approved business plans for the joint venture and our understanding of the business and comparable companies;
Considering the materiality of the carrying value of aforementioned balances, significant management judgement required in estimating the quantum of impairment in the value of these balances and such estimates and judgements being inherently subjective, and this matter requiring frequent discussions with those charged with governance, we have identified this as a key audit matter for the current year audit. • Considering the inherent subjectivity involved in the future cash flow projections, we assessed the valuation of the joint venture independently based on assumptions relating to revenue growth rate noted for comparable companies with the help of auditors valuation specialists and performed sensitivity analysis; and
• Ensured the appropriateness and adequacy of presentation and disclosures as enumerated in Ind AS.
Revenue recognition from real estate project under development Our procedures included, but were not limited to the following:
Refer notes 1(b)(D)(xvi) and 40(b) to the standalone financial statements for material accounting policy information and related disclosures. • Evaluated the appropriateness of the Companys accounting policy for revenue recognition from real estate projects in terms of principles enunciated under Ind AS 115;
Revenue recognised from real estate project under development (construction project) during the year ended 31 March 2025 amounts to Rs. 175,472 lakhs. • Obtained an understanding of the managements processes and evaluated the design and tested operating effectiveness of controls over the revenue recognition from construction projects and estimation of total costs;
In accordance with Ind AS 115 "Revenue from Contracts with Customers" (Ind AS 115), the Company has assessed and concluded that its performance obligations arising from the construction project satisfy the criteria for recognition of revenue over the period of time. Accordingly, revenue is recognised using a percentage of completion method computed as per the input method. • Evaluated the appropriateness of the managements assessment that the performance obligations arising from the construction project satisfy the criteria for revenue recognition over time, in accordance with Ind AS 115;
We focused on this area because significant management judgments and estimates are applied in: • On a sample basis, compared revenue transactions recorded during the year with the underlying agreements and invoices raised on customers;
• determining whether the criteria for satisfaction of performance obligation and recognition of revenue over the period of time in accordance with Ind AS 115 was met; • Assessed the reasonableness of key inputs and assumptions used in the estimation of total contract costs;
• estimating total contract costs of the construction project, including contingencies that could arise from variations to the original contract terms; and • Examined costs included within work-in-progress balances on a sample basis by verifying supporting documents such as underlying invoices and signed work orders and further compared it with the budgeted costs to determine percentage of completion of project as applied for revenue recognition;
• estimating the proportion of contract work completed for the construction project which requires estimates in relation to forecasting contract revenue and total costs. • Tested the mathematical accuracy of the underlying calculations; and
The estimates of various contract-related costs and revenue can be potentially impacted on account of various factors and differ from the actual outcomes. The changes in these judgements and the related estimates as contracts progress can result in material adjustments to revenue recognised during the year and margins. • Ensured the appropriateness, completeness and adequacy of presentation and disclosure requirements as enumerated in Ind AS.
Considering the materiality of the amounts involved, and the significant judgements applied in determining the appropriate accounting treatment as mentioned above, this matter required significant auditors attention and therefore, has been identified as a key audit matter for the current year audit.
Cybersecurity incident related to financial reporting Information Technology (IT) systems Our procedures included, but were not limited to the following:
Refer note 49 to the accompanying standalone financial statements for disclosure with respect to the cybersecurity incident. • Assessed the impact of the cybersecurity incident on the Companys financial reporting IT environment, including data security, and the effectiveness of internal financial controls;
During the current year, the Company had identified a ransomware attack within its IT network that affected its financial reporting IT systems and operations and caused a temporary interruption of system operations from 11 February 2025 to 16 February 2025. The Company is significantly dependent on its financial reporting IT systems for processing information and financial data that support the overall preparation of the standalone financial statements. • Obtained and reviewed the reports of the external IT consultants, engaged by management to understand the cause of the incident and its impact on Companys IT infrastructure, including financial systems.
In response, management promptly initiated containment, evaluation, restoration, and remediation measures, with the assistance of external cybersecurity and IT specialists including implementation of necessary alternate controls and manual reconstruction of financial data for the interrupted period. • With the assistance of auditors IT and cyber incident response specialists, we evaluated the actions taken by the management in response to the cybersecurity incident, performed procedures to evaluate managements
Following the completion of the aforesaid remediation activities, the Company has assessed and concluded that the incident did not impact the accuracy and completeness of the financial information. • Assessed managements evaluation and conclusions with respect to compliance with applicable laws and regulations and inquired with Companys internal IT and compliance teams to corroborate managements assessment;
This incident necessitated significant auditor effort, including involvement of professionals with expertise in cyber incident response and IT, and significant auditors professional judgements were involved in designing the audit procedures and evaluating the managements response on potential extent and consequences of the cybersecurity incident on the Companys financial reporting IT environment and controls and manual data reconstruction approach adopted by the management. Accordingly, we have identified the cybersecurity incident as a key audit matter for the current year audit. • With the assistance of auditors IT specialists, we tested Companys IT general controls and IT automated controls for undisrupted periods;
• With respect to manual data reconstruction approach adopted by the management, we performed the following procedures, amongst others, to ensure the completeness and accuracy of data restored:
• Obtained an understanding of process followed by the management in consultation with managements cyber and IT specialists for manual reconstruction of data and performed walkthrough of such process;
• For the period of data loss where manual controls were implemented by the management and data was restored from alternative backups, performed reconciliations and tested additional samples on test check basis for ascertaining the accuracy and completeness of transactions in such period, with support of IT specialist as required.
• We assessed whether the disclosures made by management in the standalone financial statements are appropriate and adequate
Business combination - Demerger of lifestyle business undertaking Our procedures included, but were not limited to the following:
Refer note 1(b)(D)(xxi) and 1 (b)(D)(xxii) for Companys material accounting policy information on asset held for sale/ distribution and discontinued operations and note 40(a) for details of demerger and related disclosures in the accompanying standalone financial statements. • Evaluated the design and tested the operating effectiveness of key internal financial controls relating to recognition, measurement, presentation and disclosures in respect to aforementioned Scheme;
During the current year, the Companys lifestyle business undertaking was demerged into Raymond Lifestyle Limited on a going concern basis, pursuant to composite scheme of arrangement (the ‘Scheme) with effect from 30 June 2024 being the date of filing of certified order of National Company Law Tribunal (NCLT) with Registrar of Companies (ROC). Pursuant to the Scheme, the Company has transferred net liability of Rs. 26,376 lakhs, recognised dividend payable of Rs. 851,600 lakhs at fair value and recorded gain on demerger as an exceptional item of Rs. 877,976 lakhs (net of transaction cost and income tax on transaction cost), in accordance with Appendix A to Ind AS 10 and Ind AS 105. • Read the NCLT order dated 21 June 2024 approving the Scheme and verified the subsequent filing of the order with ROC on 30 June 2024 to understand the key terms and conditions;
Determination of fair value for recognition of dividend payable involved fair valuation of transferred assets and liabilities and significant assumptions around growth rate, terminal growth rate, discounting factor etc • Evaluated the appropriateness of the accounting treatment prescribed in the Scheme and with the applicable accounting standards including the management judgements involved, for ascertaining whether the demerger is a common control transaction or non-common control transaction;
We have identified this matter as a key audit matter due to its pervasive impact on Companys overall financial statements including the presentation and disclosures, significant auditors judgements being involved to test underlying managements assumptions and judgements in relation to assessment of control, accounting the Scheme under Ind AS 10, identification of assets and liabilities to be transferred as per the Scheme, determination of fair values of transferred assets and liabilities. • Obtained and tested the managements working for identifying the assets and liabilities transferred including accuracy of amounts as on the effective date;
The above matter is also considered fundamental to the understanding of the users of the accompanying standalone financial statements • Obtained and reviewed valuation report as prepared by management expert for determination of fair value of assets transferred. Also, assessed the professional competence, objectivity and capabilities of the valuation specialist engaged by the management;
• With assistance of auditors valuation experts, evaluated the valuation methodology and tested significant assumptions and judgments applied by the management in fair valuation of the lifestyle business undertaking, including performance of sensitivity analysis on key inputs such as growth rate, discounting factor, terminal growth rate etc.; and
• Ensured the appropriateness of measurement principles and completeness and adequacy of presentation and disclosure requirements as enumerated in Ind AS.

Information other than the Standalone Financial Statements and Auditors Report thereon

8. The Companys Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report but does not include the standalone financial statements and our auditors report thereon. The Annual Report is expected to be made available to us after the date of this auditors report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

9. The accompanying standalone financial statements have been approved by the Companys Board of Directors. The Companys Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

10. In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

11. The Board of Directors is also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

12. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

13. As part of an audit in accordance with Standards on

Auditing, specified under section 143(10) of the Act, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls;

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

Conclude on the appropriateness of Board of

Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern; and

Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

14. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

15. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

16. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

17. As required by section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

18. As required by the Companies (Auditors Report) Order, 2020 (the ‘Order) issued by the Central Government of India in terms of section 143(11) of the Act, we give in Annexure I, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. 19. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements; b) Except for the matters stated in paragraph 19(h)

(vi) below on reporting under Rule 11(g) of the

Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion, proper books of account as required by law relating to preparation of the aforesaid standalone financial statements have been kept so far as it appears from our examination of those books. Further, the back-up of the books of account and other books and papers of the Company maintained in electronic mode has been maintained on servers physically located in India, on a daily basis, except during the period of cybersecurity incident as further explained in note 49 to the accompanying standalone financial statements; c) The standalone financial statements dealt with by this report are in agreement with the books of account; d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act; e) On the basis of the written representations received from the directors and taken on record by the Board of Directors of the Company, none of the directors is disqualified as on 31 March 2025 from being appointed as a director in terms of section 164(2) of the Act; f) The reservation relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 19(b) above on reporting under section 143(3)(b) of the Act and paragraph 19(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended); g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company as on 31 March 2025 and the operating effectiveness of such controls, refer to our separate report in Annexure – II, wherein we have expressed an unmodified opinion; and h) With respect to the other matters to be included in the Auditors Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014

(as amended), in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its financial position as at 31 March 2025; ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2025; iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31

March 2025; iv. a. The management has represented that, to the best of its knowledge and belief, as disclosed in note 52(f) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any persons or entities, including foreign entities (the ‘intermediaries), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (the

‘Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries; b. The management has represented that, to the best of its knowledge and belief, as disclosed in note

52(f) to the standalone financial statements, no funds have been received by the Company from any persons or entities, including foreign entities (the ‘Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party

(‘Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. The final dividend paid by the Company during the year ended 31 March 2025 in respect of such dividend declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend. vi. As stated in note 50 to the standalone financial statements and based on our examination which included test checks, except for instance mentioned below, the Company in respect of financial year commencing on 1 April 2024, has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the samehasbeenoperatedthroughouttheyear for all relevant transactions recorded in the software. Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with other than the consequential impact of the exception given below. Furthermore, other than the consequential impact of the exceptions below, the audit trail has been preserved by the Company as per the statutory requirements for record retention where such feature was enabled.

Nature of exception noted Details of exception
Instances of accounting software for maintaining books of account for which the feature of recording audit trail (edit log) facility was not operated throughout the year for all relevant transactions recorded in the software The audit trail feature was not enabled at the database level for accounting software to log any direct data changes, used for maintenance of all accounting records by the Company

ANNEXURE I REFERRED TO IN PARAGRAPH 18 OF THE INDEPENDENT AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OF RAYMOND LIMITED ON THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025.

In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that: (i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment, capital work-in-progress, investment property and relevant details of right-of-use assets.

(B) The Company has maintained proper records showing full particulars of intangible assets. (b) The Company has a regular programme of physical verification of its property, plant and equipment, capital work-in-progress, investment property and relevant details of right-of-use assets under which the assets are physically verified in a phased manner over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain property, plant and equipment, capital work-in-progress, investment property and relevant details of right-of-use assets were verified during the year and no material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties (including investment properties) held by the Company (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), disclosed in note 38 to the standalone financial statements, are held in the name of the Company.

(d) The Company has not revalued its Property, Plant and Equipment (including right-of-use assets) or intangible assets during the year.

(e) No proceedings have been initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property

Transactions Act, 1988 (as amended) and rules made thereunder. (ii) (a) The management has conducted a physical verification of inventory at reasonable intervals during the year. In our opinion, the coverage and procedure of such verification by the management is appropriate and no discrepancies of 10% or more in the aggregate for each class of inventory were noticed as compared to book records.

(b) As disclosed in note 21 to the standalone financial statements, the Company has been sanctioned a working capital limit in excess of Rs 5 crores by banks based on the security of current assets. The quarterly statements, in respect of the working capital limits have been filed by the Company with such banks and such statements are in agreement with the books of account of the Company for the respective periods, which were not subject to audit.

(iii) (a) The Company has made investments (including deemed investments) in two subsidiaries, various mutual fund schemes, debentures, venture capital funds and commercial papers, during the year. The Company has provided loans (including debt component of preference shares) to 5 subsidiaries during the year as per details given below:

(Rs. In lakhs)

Particulars Loans
Aggregate amount granted during the year:
- Subsidiaries 32,089
Balance outstanding as at balance sheet date in respect of above cases:
- Subsidiaries 54,849

The Company did not provide any guarantee or security during the year.

(b) In our opinion, and according to the information and explanations given to us, the investments made, guarantees provided, and terms and conditions of the grant of all loans and guarantees provided (including in earlier years) are, prima facie, not prejudicial to the interest of the Company.

(c) In respect of loans granted by the Company, the schedule of repayment of principal and payment of interest has been stipulated and the repayments/ receipts of principal and interest are regular. (d) There is no overdue amount in respect of loans granted to such companies as at 31 March 2025. (e) The Company has granted loans which had fallen due during the year and were repaid on the due date. Further, no fresh loans were granted to any party to settle the overdue loans/advances in nature of loan.

(f) The Company has not granted any loans or advances in the nature of loans, which are repayable on demand or without specifying any terms or period of repayment. (iv) In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of sections 185 and 186 of the Act in respect of loans and investments made and guarantees and security provided by it, as applicable.

(v) In our opinion, and according to the information and explanations given to us, the Company has not accepted any deposits or there are no amounts which have been deemed to be deposits within the meaning of sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, reporting under clause 3(v) of the Order is not applicable to the Company.

(vi) The Central Government has specified maintenance of cost records under sub-section (1) of section 148 of the Act in respect of the products of the Company. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete. (vii) In our opinion, and according to the information and explanations given to us, undisputed statutory dues including goods and services tax, provident fund, income-tax, duty of customs, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities by the Company, though there have been slight delays in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no statutory dues referred in sub-clause (a) which have not been deposited with the appropriate authorities on account of any dispute except for the following:

Name of the statute Nature of dues Gross Amount (Rs. in lakhs) Amount paid under protest (Rs. in lakhs) Period to which the amount relates Forum where dispute is pending
Customs Act, 1962 Customs Duty 506.52 120.86 FY 2007-09 Customs Excise and Service Tax Appellate Tribunal
Central Sales Central Sales & 17.81 5.87 FY 1995-1997 High Court
Tax Act and Local Sales Tax Acts Local Sales 41.67 7.00 FY 1996-97, 1999-00 Tribunal
Tax (including value added) 40.76 3.76 FY 1983-84, 1985-86, 198990,1992-00 Commissioner
The Income Tax Act, 1961 Income Tax 172.26 172.26 AY 2006-07, 2010-12, 2015-19 Commissioner of Income Tax (Appeals)
Goods and Services Tax Act, 2017 GST 900.41 90.04 FY 2018-19 Commissioner
Employee State Insurance Act, 1948 Employee State Insurance 11.91 FY 1981-88 High Court
The Indian Stamp Duty Act, 1899 Stamp Duty* 2,957.66 1,478.83 FY 2000-01 High Court

(*) The Company has a contractual right towards reimbursement of 50% of the amount of demand finally determined.

(viii) According to the information and explanations given to us, no transactions were surrendered or disclosed as income during the year in the tax assessments under the Income

Tax Act, 1961 (43 of 1961) which have not been previously recorded in the books of account. (ix) (a) According to the information and explanations given to us, the Company has not defaulted in repayment of its loans or borrowings or in the payment of interest thereon to any lender.

(b) According to the information and explanations given to us including representation received from the management of the Company, and on the basis of our audit procedures, we report that the Company has not been declared a willful defaulter by any bank or financial institution or government or any government authority.

(c) In our opinion and according to the information and explanations given to us, money raised by way of term loans were applied for the purposes for which these were obtained. (d) In our opinion and according to the information and explanations given to us, and on an overall examination of the financial statements of the

Company, funds raised by the Company on short term basis have, prima facie, not been utilised for long term purposes.

(e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint venture. (f) According to the information and explanations given to us, the Company has not raised any loans during the year on the pledge of securities held in its subsidiaries, joint venture or associate companies. (x) (a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments), during the year. Accordingly, reporting under clause 3(x)(a) of the Order is not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or (fully, partially or optionally) convertible debentures during the year. Accordingly, reporting under clause 3(x)(b) of the Order is not applicable to the Company.

(xi) (a) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or no material fraud on the Company has been noticed or reported during the period covered by our audit, other than the cybersecurity incident as explained in note

49 to the accompanying standalone financial statements, which had impacted the Companys financial reporting IT systems for a brief period. However, management promptly took steps to contain and remediate the impact of the incident and implemented necessary measures, including improvements to its cyber and data security systems to safeguard against such risks in the future.

(b) According to the information and explanations given to us including the representation made to us by the management of the Company, no report under sub-section 12 of section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014, with the Central Government for the period covered by our audit. (c) According to the information and explanations given to us including the representation made to us by the management of the Company, there are no whistle-blower complaints received by the Company during the year.

(xii) The Company is not a Nidhi Company and the Nidhi Rules,

2014 are not applicable to it. Accordingly, reporting under clause 3(xii) of the Order is not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to us, all transactions entered into by the Company with the related parties are in compliance with sections 177 and 188 of the Act, where applicable. Further, the details of such related party transactions have been disclosed in the standalone financial statements, as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified in Companies (Indian

Accounting Standards) Rules, 2015 as prescribed under section 133 of the Act.

(xiv) (a) In our opinion and according to the information and explanations given to us, the Company has an internal audit system which is commensurate with the size and nature of its business as required under the provisions of section 138 of the Act.

(b) We have considered the reports issued by the Internal Auditors of the Company till date for the period under audit.

(xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and accordingly, reporting under clause 3(xv) of the Order with respect to compliance with the provisions of section 192 of the Act are not applicable to the Company.

(xvi) The Company is not required to be registered under section

45-IA of the Reserve Bank of India Act, 1934. Accordingly, reporting under clauses 3(xvi) (a),(b) and (c) of the Order are not applicable to the Company.

(d) Based on the information and explanations given to us and as represented by the management of the

Company, the Group (as defined in Core Investment

Companies (Reserve Bank) Directions, 2016) does not have any CIC.

(xvii) The Company has not incurred any cash losses in the current financial year as well as the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, reporting under clause 3(xviii) of the Order is not applicable to the Company.

(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information in the standalone financial statements, our knowledge of the plans of the Board of Directors and management and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) According to the information and explanations given to us, the Company does not have any unspent amounts towards

Corporate Social Responsibility in respect of any ongoing or other than ongoing project as at the end of the financial year.

Accordingly, reporting under clause 3(xx) of the Order is not applicable to the Company.

(xxi) The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of standalone financial statements of the

Company. Accordingly, no comment has been included in respect of said clause under this report.

ANNEXURE II TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OF RAYMOND

LIMITED ON THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025

Independent Auditors Report on the internal financial controls with reference to the standalone financial statements under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 (the ‘Act)

1. In conjunction with our audit of the standalone financial statements of Raymond Limited (the ‘Company) as at and for the year ended 31 March 2025, we have audited the internal financial controls with reference to standalone financial statements of the Company as at that date.

Responsibilities of Management and Those Charged with Governance for Internal Financial Controls

2. The Companys Board of Directors is responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (‘IFC Guidance Note) issued by the Institute of Chartered Accountants of India (the ‘ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Companys business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility for the Audit of the Internal Financial Controls with Reference to Standalone Financial Statements

3. Our responsibility is to express an opinion on the

Companys internal financial controls with reference to financial standalone statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the ICAI prescribed under section

143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to standalone financial statements, and the IFC Guidance Note issued by the ICAI. Those standards and the IFC Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statements were established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements includes obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to standalone financial statements.

Meaning of Internal Financial Controls with Reference to Standalone Financial Statements

6. A companys internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to standalone financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Standalone Financial Statements

7. Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to standalone financial statements to future periods are subject to the risk that the internal financial controls with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone financial statements and such controls were operating effectively as at 31 March 2025, based on the internal financial controls with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the IFC Guidance Note issued by the ICAI.

For Walker Chandiok & Co LLP
Chartered Accountants
Firms Registration No.: 001076N/N500013
Bharat Shetty
Partner
Membership No.: 106815
UDIN: 25106815BMJIFN9327
Place: Mumbai
Date: 12 May 2025

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