Raymond Limited — Capital/Financing Update 2024

Jul 4, 2024

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RL/SE/24-25/77

July 4, 2024

The Department of Corporate Services National Stock Exchange of India Ltd. BSE Limited Listing Department, Exchange Plaza, Ground floor, P. J. Towers Plot No. C-1, Block G, Bandra Kurla Complex, Dalal Street, Fort Bandra (E) Mumbai – 400 001, India Mumbai – 400 051, Scrip Code: 500330 Symbol: RAYMOND Dear Sir/ Madam,

Sub.: Intimation under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Raymond Limited’s Scheme of Arrangement involving Demerger

In compliance with Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), this is to inform you that basis the recommendation of Audit Committee, the Board of Directors of the Company (“Board”) at its meeting held on July 4, 2024, has approved the Scheme of Arrangement of Raymond Limited (the ‘Demerged Company’ or ‘RL’) and Raymond Realty Limited (the ‘Resulting Company’ or ‘RRL’) and their respective shareholders (“Scheme”) as may be modified from time to time pursuant to the provisions of Sections 230 to 232 read with Section 66 and other applicable sections/ provisions, if any, of the Companies Act, 2013 and the rules framed thereunder, subject to the requisite approvals and sanction of the jurisdictional bench of National Company Law Tribunal (“NCLT”) and subject to the approval of shareholders and / or creditors of RL, Central Government, or such other competent authority as may be directed by the NCLT.

The Scheme inter-alia provides for demerger of real estate business carried on by RL (‘Real Estate Business Undertaking’), into RRL, a wholly owned subsidiary of RL along with the consequential reduction and cancellation of the paid-up share capital of RRL held by RL.

The Meeting of the Board of Directors commenced at 4:30 p.m. and concluded at 4:50 p.m.

The details as required under Listing Regulations read with SEBI Master Circular No. SEBI/ HO/ CFD/ PoD2/ CIR/ P/ 2023/120 dated July 11, 2023 are enclosed as Annexure A.

For the sake of brevity, the proposed Scheme has been considered post giving effect of Composite Scheme of Arrangement of Raymond Limited (the "Demerged Company") and Raymond Lifestyle Limited (formerly known as Raymond Consumer Care Limited) (the "Resulting Company" or the "Transferee Company") and Ray Global Consumer Trading Limited (the "Transferor Company") and their respective shareholders approved by NCLT on June 21, 2024 and effective from June 30, 2024.

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We request you to take the above information on record.

Thanking you.

Yours faithfully, For Raymond Limited

RAKESH Digitally signed by RAKESH MULJIBHA MULJIBHAI DARJI Date: 2024.07.04 I DARJI 16:58:53 +05'30' Rakesh Darji Company Secretary & Compliance Officer

Encl.: As above

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Annexure A

Details of Demerger:

Sr. No.	Particulars		Details	Details	Details
1	Brief details of the division(s) to be demerged		Scheme provides for demerger of real estate business carried on by RL (‘Real Estate Business Undertaking’), into RRL.
2	Turnover of the demerged division and as percentage to the total turnover of the listed entity in the immediately preceding financial year / based on financials of the last financial year
			Particulars	Turnover of Real Estate Business Undertaking as on 31 March 2024	Percentage to the total turnover of RL as on 31 March 2024
			Real Estate Business Undertaking	1,59,265*	24.16%
3	Rationale for demerger		Raymond Limited seeks to reorganize the real estate business carried on by itself and through its subsidiaries. To exploit the growth potential of the real estate business and attract fresh set of investors / strategic partners to participate in the real estate business, it is proposed to consolidate the entire real estate business of the Group under one single entity. Therefore, it is proposed to demerge the Real Estate Business Undertaking of Raymond Limited into Raymond Realty Limited thereby unlocking value of the real estate business of Raymond Limited as a whole. The proposed restructuring pursuant to the Scheme is expected, inter alia, to result in following benefits: i. The Real Estate Business Undertaking and the Remaining Undertaking have their own set of strengths and dynamics in the form of nature of risks, competition, challenges, opportunities and business methods, leading to different growth potentials. Hence, segregation of the two undertakings would enable a focused management to explore the potential business opportunities effectivelyand efficiently.

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		ii. The segregation of the business verticals shall enable them to move forward independently, with specialization building on their respective capabilities. It will also help to channelize resources required for all the businesses to focus on the growing businesses and attracting right talent and providing enhanced growth opportunities to existing talent in line with a sharper strategic focus on each business segment under separate entities. iii. The Scheme will also enable the Demerged Company and the Resulting Company to focus and enhance their respective management structure ensuring better and more efficient management control. iv. Bifurcation of these businesses will enable unlocking value of each vertical thereby paving way for focused growth with a view to create significant stakeholder value, will attract distinct investor base and at the same time allow investors to allocate their portfolio into separate entities, focused on the distinct businesses. Further, it will enable independent and distinct capital allocation approach and balance sheet management based on the distinct needs of each business. v. Pursuant to the Scheme, the equity shares issued by the Resulting Company would be listed on BSE Limited & National Stock Exchange of India Limited. Therefore, the existing shareholders of the Demerged Company would hold the shares of two listed entities after the Scheme becoming effective, giving them flexibility in managing their investment in the two entities having differential dynamic. vi. The Scheme is therefore in the interest of the shareholders, creditors and all other stakeholders of the Parties and is not prejudicial to their interests or thepublic at large.
4	Brief details of change in shareholding pattern (if any) of all entities	Upon the Scheme coming into effect on the Effective Date (as defined under the Scheme), on demerger, RRL shall issue 6,65,73,731 (Six Crores Sixty Five Lakhs Seventy Three Thousand Seven Hundred and Thirty One) Equity Shares of RRL having face value of INR 10 (Indian Rupees Ten) each to the equity shareholders of RL. Further, upon allotment of equity shares by RRL, the entire pre scheme paid up share capital of RRL held by RL shall stand cancelled and the paid-up share capital of RRL to that effect shall stand cancelled and reduced, without any consideration. The shares of RRL will be listed on the BSE Limited and the National Stock Exchange in accordance with the SEBI regulations and circulars.

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Pre and post shareholding pattern of RL
Pre-Scheme Post-Scheme
No. of No. of
Particulars % %
Equity Equity
Holding Holding
Shares Shares
Promoters 3,26,26,525 49.01 3,26,26,525 49.01
Public 3,39,24,906 50.96 3,39,24,906 50.96
Non
Promoter – 22,300 0.03 22,300 0.03
Non Public
Total 6,65,73,731 100.00 6,65,73,731 100.00
Pre and post shareholding of RRL
Pre-Scheme Post-Scheme
No. of No. of
Particulars % %
Equity Equity
Holding Holding
Shares Shares
Promoters 16,50,000 100.00 3,26,26,525 49.01
Public - - 3,39,24,906 50.96
Non
Promoter – - - 22,300 0.03
Non Public
Total 16,50,000 100.00 6,65,73,731 100.00
5 In case of cash In consideration of the demerger of Real Estate Business Undertaking
consideration – of RL into RRL, the following share exchange ratio has been approved:
amount or
otherwise share 1 (One Only) equity share of Raymond Realty Limited of INR 10/- each
exchange ratio fully paid up for every 1 (One Only) equity share of Raymond Limited of
INR 10/- each fully paid up.
There is no cash consideration or any other form of consideration
issued on demerger
6 Whether listing Yes. The shares issued by RRL would be listed on BSE Limited and the
would be National Stock Exchange of India Limited subject to necessary
sought for the approvals.
resulting entity
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