Your Directors take pleasure in presenting their Sixth Annual Report on the business and operations
of the Company together with the Audited Financial Statements for the financial year ended
March 31, 2024 (“year under review”).

1. FINANCIAL PERFORMANCE

(Rs. In Lakh'

* Increase in profit on account of sale of FMCG Business Undertaking
2. SLUMP SALE OF FMCG BUSINESS UNDERTAKING

The Board of Directors at their meeting held on April 25,2023, had approved the slump sale of FMCG
Business Undertaking, including all brands, except for the sexual wellness manufacturing unit located
in Aurangabad, Maharashtra. This indicated a strategic decision to avail opportunity to encash the
brand value created over a period of time. The business was sold to Godrej Consumer Products Limited
for an aggregate consideration of Rs.2,82,500 Lakh after careful consideration of factors such as
valuation, compatibility, and prospects.

During the year under review, the Company changed its object clause to include the business of Textile
and Apparel manufacturing, along with other ancillary matters. This amendment was executed to
consider the shift of focus to the Textile and Apparel sector which was in alignment with the Group's
strategic direction.

Overall, these decisions reflect the Group's proactive approach to restructuring its business portfolio,
optimizing resources, and aligning its operations with its long-term strategic objectives.

3. COMPOSITE SCHEME OF ARRANGEMENT

The Board of Directors at its meeting held on April 27, 2023 approved the Composite Scheme of
Arrangement between Raymond Limited (‘RL’), Ray Globa! Consumer Trading Limited ‘(RCCV) and
the Company and their respective shareholders.

The Scheme inter-alia provides for:

(i) Demerger of the lifestyle business from RL and the lifestyle business carried out through
subsidiaries of RL along with strategic investment by RL in RGCTL into the Company and
issuance of equity shares by the Company to all the shareholders of RL through Composite
Scheme of Arrangements;

(ii) Amalgamation of RGCTL with the Company along with the consequential reduction and
cancellation of the paid up share capital of the Company held by RGCTL and issuance of
equity shares by the Company to all the shareholders of RGCTL through Composite
Scheme of Arrangement; and

(iii) Listing of the equity shares of the Company on the Stock Exchanges.

4. CHANGE OF NAME

The Company has applied for a change of name from "Raymond Consumer Care Limited” to
"Raymond Lifestyle Limited” considering the Composite Scheme of Arrangement whereby Textile and
Apparel business of RL will demerge and merge into the Company. This signifies another significant
aspect of Company’s strategic transformation. This can be seen as a proactive step to communicate
the Company's evolving identity and direction to stakeholders, including customers, investors, and
employees.

The members at their extraordinary general meeting held on April 4,2024, have approved the change
of name of the Company to “Raymond Lifestyle Limited” and necessary application was filed with
Ministry of Corporate Affairs (MCA). The approval is awaited by way of Certificate of Change of name
from MCA.

3. DIVIDEND

During the year, the Board of Directors at their meeting held on November 8, 2023, have declared
payment of interim dividend at the rate of 5% (Rs. 0.10 per equity share) on 1,49,00,000 equity shares
of the face value of Rs. 2/- each aggregating to Rs. 14.90 Lakh for the financial year 2023-24.

6. TRANSFER TO RESERVES

During the year under review, your Company has not transferred any amount to the General Reserves
of the Company.

7. AUDITORS

a) Statutory Auditors

Messrs Price Waterhouse Chartered Accountants LLP (FRN 012754N/N500016) resigned as the
Statutory Auditor of the Company vide their resignation letter date November 7, 2023 to maintain an
ease in the auditing process and to ensure a good synergy in the Raymond group of companies.

To fill the casual vacancy caused by their resignation, based on the recommendation of the Board of
Directors, the Members at their Extra Ordinary General Meeting held on November 10, 2023 have
appointed M/s. Walker Chandiok & Co LLP, Chartered Accountants (ICAI Firm Registration Number
001076N/N500013) as the Statutory Auditor of the Company till the ensuing Annual General Meeting.

The term of M/s. Walker Chandiok & Co LLP, Chartered Accountants expires at the ensuing Annual
General Meeting. The Board seeks their re-appointment for a term of 5 consecutive years in the
upcoming Annual General Meeting.

Your Company has received a certificate stating that M/s. Walker Chandiok & Co LLP, satisfy the criteria
provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors)
Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions
of the Companies Act, 2013 and rules issued there under.

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

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the
Company has appointed DM 8c Associates Company Secretaries LLP (LLPIN NO AAI 4743), Practising
Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year ended
March 31, 2024.

The Secretarial Audit Report is set out as “Annexure A” and forms part of this Report. There is no
secretarial audit qualification for the year under review. The Secretarial Auditor has given an
observation with respect to opening of separate bank account for payment of interim dividend in FY
2023-24. The management would like to clarify that considering the fact that the Company is a wholly
owned subsidiary which was required to pay dividend only to single shareholder i.e. Ray Global
Consumer Trading Limited and due to delay in banking formalities, the dividend was directly disbursed
to the shareholder’s account.

c) Cost Auditors

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and
Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records
and accordingly, such accounts are prepared, and records have been maintained in relation with the
Aurangabad Manufacturing facility every year. The Cost Audit Report for the year ended
March 31, 2023 was filed with the Central Government within prescribed time.

The Board of Directors, on the recommendation of the Audit Committee, have 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 Financial Year 2024-25. As required under the Act, a
resolution seeking the approval of the members for the remuneration payable to the Cost Auditor
forms part of the Notice convening the Annual General Meeting for their ratification.

8. SHARE CAPITAL

The paid-up equity share capital as on March 31,2024 was Rs. 2.98 Crore. During the year under review,
the Company has not issued any Equity Shares or other securities.

During the year under review, the Company has neither issued shares with differential voting rights
nor sweat equity shares and as on March 31,2024, none of the Directors of the Company hold shares
in the Company.

Sub-division of Shares

Your Company has Sub-divided every 1 (One) equity share of the Company having face value of Rs. 10/-
each into 5 (five) Equity shares of face value of Rs. 2/- each in compliance with the provision of Section
61 (d), 64 of the Companies Act, 2013 and any other provisions applicable to the Company by way of
an Ordinary Resolution passed at an Extraordinary General Meeting of Members held on April 26,2023.

9. PUBLIC DEPOSITS

The Company has not accepted any public deposits under Section 73 of the Companies Act, 2013 during
the year under review.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013, if any, form part of the notes to the Financial Statements.

During the year under review, the Company subscribed to the Unsecured Non-Convertible Debentures
of Rs.600 Crore and Rs.1100 Crore issued by Raymond Limited through private placement pursuant to
the approval of Board of Directors at its Meeting held on May 09,2023 and June 21,2023.

11. DIRECTORS AND THEIR MEETINGS

A. Directors

After sale of entire business (except manufacturing unit) the Board was rejigged and as a part of the
same Mr. Rajeev Bakshi, Mr. Manoj Kumar and Mr. M.R. Prasanna have resigned as Director w.e.f
November 9, 2023 and Mrs. Vidya Rajarao w.e.f November 14, 2023.

During the year under review, Mr. K. Narasimha Murthy (DIN: 00023046) and Mrs. Rashmi Mundada
(DIN: 08086902) were appointed as Independent Directors of the Company for a period of five and
two consecutive years respectively with effect from March 27, 2024 and Mr. Sunil Kataria
(D!N:o6863609) as a Non-Executive Director with effect from March 28, 2024.

Pursuant to Section 115,169 of the Act other applicable provisions of the Companies Act, 2013 and rules
made thereunder, the members on the basis of the special notice dated March 29,2024 received from
its member, Ray Global Consumer Trading Limited, passed an Ordinary Resolution at the Extraordinary
General Meeting of the Company held on April 25, 2024, for the removal of Mrs. Nawaz Singhania as
the Director from the Board of Director of the Company due to toss of confidence of the single largest
member.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's
Articles of Association, Mr. Gautam Hari Singhania (DIN: 00020088), Director retires by rotation at the
forthcoming Annual General Meeting and, being eligible offers himself for re-appointment.

During the year, nine Meetings of the Board of Directors of the Company were held. The details of
Board Meetings held and Attendance of Directors at the said Meetings is given below:

1. Mr, K Narasimha Murthy was appointed as independent director w.e.j marcn 27,2024.

2. Mrs. Rashmi Mundada was appointed as independent Director w.e.f March 27,2024.

3. Mr. Sun/f Kataria was appointed as Non-Executive Director w.e.f March 28, 2024.

4. Mr. Ra/eev Bakshi, Mr. Manoj Kumar and Mr. M.R. Prasanna resigned w.e.f November 9,2023.

5. Mrs, Vidya Rajarao resigned w.e.f November 14,2023.

6. LOA denotes Leave of Absence.

7. NA denotes Not Applicable.

B. Independent Directors

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 Companies Act, 2013. In the opinion of the
Board, the Independent Directors of the Company 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.

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.

C. Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has approved the Annual
Performance Evaluation Mechanism to cover its own performance, the Directors individually as well
as the evaluation of the working of its Committees. This also cover the evaluation of Independent
Directors. The performance evaluation of the Non-Independent Directors was carried out by the
Independent Directors. The Directors express their satisfaction with the evaluation process.

D. Key Managerial Personnel (KMPs)

During the year under review, Mrs. Priti Alkari (F6389) was appointed as the Company Secretary with
effect from May 9, 2023 and Mr. Rajesh Poddar resigned as the Chief Financial Officer (CFO) of the
Company with effect from May 31, 2023.

12. COMMITTEES OF THE BOARD

With the changes in the composition of the Board and as per the statutory requirements, the Board
re-constituted the following Committees and the revised composition of Committees as on
March 31,2024 are as under:

(a) Audit Committee

a. Mr. Ravindra Dhariwal : Member, Independent Director

b. Mr. Mahendra Doshi : Member, Independent Director

c. Mr. Debjit Rudra : Member, Executive Director and CEO

The terms of reference of Audit Committee are as under:

i. the recommendation for appointment, remuneration and terms of appointment of auditors
of the Company and establish strong interface with such auditors;

ii. review and monitor the auditor's independence and performance, and effectiveness of audit
process;

iii. examination of the financial statement and the auditors' report thereon;

iv. approval or any subsequent modification of transactions of the company with related
parties;

v. scrutiny of inter-corporate loans and investments;

vi. valuation of undertakings or assets of the company, wherever it is necessary;

vii. evaluation of internal financial controls and risk management systems;

viii. monitoring the end use of funds raised through public offers and related matters.

ix. monitoring the end use of funds raised through banks and financial institutions.

x. to carry out any other duties that may be delegated to the Audit Committee by the Board of
Directors from time to time.

During the year, six Audit Committee meetings were held and the attendance of Directors at the said
Meetings is given below:

* Mr. M.R. Prasanna & Ms. Vidya Rajarao resigned w.e.f November 9, 2023 & November 14, 2023 respectively.

(b) Nomination and Remuneration Committee

Pursuant to Section 178 of the Companies Act, 2013 and the Rule 6 of the Companies (Meeting of Board
and its Powers) Rules, 2014, the composition of the Nomination and Remuneration Committee as on
March 31, 2024 is as under:

a. Mr. Ravindra Dhariwal : Chairman, Independent Director

b. Mr. Mahendra Dosh? : Member, Independent Director

c. Mr. Gautam Hari Singhania : Member, Non-Executive Director

The terms of reference of Nomination and Remuneration Committee are as under:

1. to help in determining the appropriate size, diversity and composition of the Board;

2. to recommend to the Board appointment/re-appointment and removal of Directors/Senior
management;

3. to frame criteria for determining qualifications, positive attributes and independence of Directors;

4. to recommend to the Board a policy, relating to the remuneration for the directors key managerial
personnel and other employees;

5. to create an evaluation framework for Independent Directors and the Board;

6. to assist the Board in fulfilling responsibilities entrusted from time-to-time;

7. delegation of any of its powers to any Member of the Committee.

During the year, two Nomination and Remuneration Committee meetings were held and the
attendance of the Directors at the said meetings is given below:

* Mr. M.R. Prasanna, Mr. Rajeev Bakshi & Ms. Vidya Rajarao resigned w.e.f November 9, 2023 & November 14, 2023
respectively.

The Board on the recommendation of the Nomination and Remuneration Committee framed a policy
for selection and appointment of Directors and Senior Management and their remuneration. The
Policy of the Company on Directors appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of director and other matters provided under the
Companies Act, 2013 is attached as “Annexure B” and forms part of this report.

(c) Corporate Social Responsibility (CSR) Committee

Pursuant to Section 135 of the Companies Act, 2013 and Rule 3 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the composition of the CSR Committee as on March 31, 2024 is as
under:

a. Mrs. Nawaz Singhania : Chairperson, Non-Executive Director

b. Mr. Debjit Rudra : Member, Executive Director and CEO

c. Mr. Mahendra Doshi : Member, independent Director

The terms of reference of CSR Committee are as under:

a) To formulate and recommend to the Board, a CSR policy which shall indicate the activities to
be undertaken by the Company as per the Companies Act, 2013;

b) To review and recommend the amount of expenditure to be incurred on the activities to be
undertaken by the company;

c) To monitor the CSR Policy of the Company from time to time;

d) Any other matter the CSR Committee may deem appropriate post the approval of the Board
of Directors or as may be directed by the Board of Directors from time to time.

During the year under review, the CSR Committee passed one circular resolution on March 28, 2024.
A disclosure as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is
annexed herewith as “Annexure - C” to this Report.

13. COMPLIANCE WITH SECRETARIAL STANDARDS

In terms of Section 118(10) of the Companies Act, 2013, the Company has been complying with the
Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central
Government with respect to Meetings of the Board of Directors and General Meetings.

14. RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 during the
year under review were in the ordinary course of business and on an arm's length pricing basis and do
not attract the provisions of Section 188 of the Companies Act, 2013. Thus, disclosure in Form AOC - 2
is not required.

13. RISK MANAGEMENT

The Company has adequate risk management measures which are implemented, developed, assessed,
reviewed and strengthened from time to time.

16. REPORTING OF FRAUDS

There was no instance of fraud during the year under review which required the Statutory Auditors to
report to the Board under Section 143(12) of the Companies Act, 2013 and the Rules framed
thereunder.

17. EXTRACT OF ANNUAL RETURN

The Company does not have a website of its own and therefore, the requirement to disclose the web
address where the Company shall place a copy of the annual return referred to in sub-section (3) of
Section 92, is not applicable.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The details as prescribed under Section i34(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, on conservation of energy, technology absorption and foreign
exchange earnings and outgo is annexed herewith as "Annexure D” to this Report.

19. EMPLOYEE STOCK APPRECIATION RIGHTS SCHEME

During the year, based on the recommendation by the Nomination and Remuneration Committee,
Raymond Consumer Care Limited - Employee Stock Appreciation Rights Scheme 2021 (“RCCL ESARS
2021”) was terminated with the consent of the option holders after payment of compensation
amount.

20. PARTICULARS OF EMPLOYEES

Information in accordance with Section 197 of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of

employees of the Company for the year ended March 31, 2024 is not provided since it is not a listed
Company.

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

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees
are covered under this policy. An Internal Complaints Committee has been set up in compliance with
the said Act. There were no complaints filed against any of the employees of the Company under this
Act.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an existing effective internal control and risk-mitigation system, which is frequently
assessed and strengthened with new / revised standard operating procedures.

The Company has entrusted the internal and operational audit to M/s Mahajan & Aibara Chartered
Accountants LLP, a reputed firm of Chartered Accountants. The main thrust of the internal audit
process is to test and review the controls, independent appraisal of risks, business processes and
benchmarking internal controls with best practices. The Company has a robust Management
Information System, which is an integral part of the control mechanism.

The Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings
and corrective actions taken, wherever required.

23. SIGNIFICANT OR MATERIAL ORDERS

During the year under review, there were no significant or material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and its future operations.

24. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Board of Directors of the Company
hereby state and confirm that:

i. in the preparation of the annual accounts for the year ended March 31, 2024, the applicable
accounting standards have been followed along with proper explanation relating to material
departures;

ii. the Directors have selected accounting policies and applied them consistently and have made
judgments 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 31,2024 and of the profit of the Company for
the year ended on that date;

iii. 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;

iv. the Directors have prepared the annual accounts on a going concern basis; and

v. the Directors have devised proper systems to ensure compliance with the provisions of ail
applicable laws were in place and such systems are adequate and operating effectively.

25. ACKNOWLEDGEMENT

The Directors express their gratitude to all the employees for their dedication and commitment. The
Directors also extend their appreciation to the Banks for their continued support and co-operation.

For and on behalf of the Board of Directors of
RAYMOND CONSUMER CARE LIMITED

Place: Mumbai DebjitRudra Sunil Kataria

Date: April 30,2024 Executive Director & CEO Director

DIN: 01393433 DIN: 06863609