Raymond Limited — Proxy Solicitation & Information Statement 2024

Jan 25, 2024

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RL/SE /23-24/229 January 25, 2024

To The Department of Corporate Services- CRD National Stock Exchange of India Limited BSE Limited Exchange Plaza, 5[th] Floor P.J. Towers, Dalal Street Bandra Kurla Complex Mumbai - 400 001 Bandra (East), Mumbai - 400 051, Scrip Code: 500330 Symbol: RAYMOND

Dear Sir/Madam,

Sub: Notice convening the Meeting of the Equity Shareholders and Unsecured Creditors of Raymond Limited pursuant to the Order of the Hon’ble National Company Law Tribunal, Mumbai Bench (‘NCLT’) dated 17 January 2024

In continuation to the disclosure dated 18 January 2024, we are pleased to inform that the NCLT vide its order dated 17 January 2024, passed in the Company Scheme Application No. CA(CAA)/281/MB-IV/2023 (‘Tribunal Order’), has directed meetings to be held of the Equity Shareholders and Unsecured Creditors of the Company to consider and, if thought fit, approve, with or without modification(s), the Proposed Composite Scheme of Arrangement of Raymond Limited (the “Demerged Company” or “RL”) and Raymond Consumer Care Limited (the “Resulting Company” or the “Transferee Company” or “RCCL”) and Ray Global Consumer Trading Limited (the “Transferor Company” or “RG”) and their respective shareholders (“Scheme”).

In pursuance of the Tribunal Order and as directed therein and in compliance with the applicable provisions of the Companies Act, 2013 (“the Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), notice is hereby given that meetings of the Equity Shareholders and Unsecured Creditors of the Company will be held through video conferencing (“VC”) / other audio-visual means (“OAVM”) as under:

Sr.No	Meeting of	**Date and Time(IST) of Meetings **
1.	EquityShareholders	26 February2024,11 A.M.
2.	Unsecured Creditors	26 February2024,3 P.M.

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The details such as manner of (i) casting vote through e-voting and (ii) attending the meeting through VC / OAVM is set out in the Notice of the aforesaid meetings.

An Equity Shareholder, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the RTA/ Depositories as on the cut-off date, i.e., 19 February 2024 only shall be entitled to cast their vote by electronic means. The voting rights of a shareholder shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the cut- off date.

An Unsecured Creditor, whose name appears in the list of Unsecured Creditors of the Company as on the cut-off date, i.e., 30 September 2023, only shall be entitled to exercise his / her / its voting rights on the resolution proposed in the Notice and attend the Meeting. The value and number of Unsecured Creditors shall be in accordance with the books / records maintained by the Company. Voting rights of an Unsecured Creditor shall be in proportion to the outstanding amount due by the Company as on the cut-off date.

Copy of the Notice and Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, of the aforesaid two meetings are attached.

This is for your information and dissemination on your website.

Thanking you

Yours faithfully, For Raymond Limited

RAKESH Digitally signed by MULJIBHAI RAKESH MULJIBHAI DARJI Date: 2024.01.25 23:32:24 DARJI +05'30' Rakesh Darji Company Secretary

Encl.: As stated above

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NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS OF RAYMOND LIMITED PURSUANT TO ORDER DATED 17 JANUARY 2024 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

MEETING	MEETING
Day	Monday
Date	26 February 2024
Time	11 AM (IST)
Mode of Meeting	As per the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench, the Meeting shall be conducted through Video Conferencing(‘VC’)or Other Audio-Visual Means(‘OAVM’)
Cut-off date for e-Voting	Monday, 19 February 2024
Remote e-Voting start date and time	Thursday, 22 February 2024 at 9 AM (IST)
Remote e-Voting end date and time	Sunday, 25 February 2024 at 5 PM (IST)

Sr. No.	Contents	Page Nos.
1.	Notice of Meeting of Equity Shareholders of Raymond Limited (‘Notice’)under the provisions of Sections 230-232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016(‘CAA Rules’)	1-15
2.	Explanatory Statement under Sections 230 to 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 (‘Act’)and Rule 6 of the CAA Rules,SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with applicable SEBI Circulars	16-40
3.	Annexure I Composite Scheme of Arrangement between Raymond Limited (‘Company’ or the ‘Demerged Company’)and Raymond Consumer Care Limited(‘Resulting Company’ or the ‘Transferee Company’) and Ray Global Consumer Trading Limited(‘Transferor Company’) and their respective shareholders(‘Scheme’)under Sections 230-232 read with Section 66 of the Companies Act, 2013	41-86
4.	Annexure II Unaudited standalone and consolidated financial results (limited reviewed) of the Company for the quarter and half year ended 30 September 2023	87-105
5.	Annexure III Audited Financial Statements of the Resulting Company/ Transferee Company for the half year ended 30 September 2023	106-150
6.	Annexure IV Audited Standalone and Consolidated Financial Statements of the Transferor Company for the half year ended 30 September 2023	151-216
7.	Annexure V Report of the Board of Directors of the Company dated 27 April 2023 pursuant to Section 232(2)(c) of the Companies Act, 2013	217-222

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8.	Annexure VI Report of the Board of Directors of the Resulting Company/ Transferee Company dated 27 April 2023 pursuant to Section 232(2)(c) of the Companies Act, 2013	223-226
9.	Annexure VII Report of the Board of Directors of the Transferor Company dated 27 April 2023 pursuant to Section 232(2)(c) of the Companies Act, 2013	227-229
10.	Annexure VIII Joint Valuation Report dated 27 April 2023 issued by KPMG Valuation Services LLP, Registered Valuers (IBBI Registration No. IBBI/RV-E/06/2020/115) and BDO Valuation Advisory LLP, Registered Valuers (IBBI Registration No. IBBI/RV-E/02/2019/103) along with clarificatory letters issued for the queries raised by the Stock Exchanges(‘Valuation Report’)	230-291
11.	Annexure IX Fairness Opinion Report dated 27 April 2023 issued by ICICI Securities Limited, an Independent SEBI Registered Merchant Banker (‘Fairness Opinion’)	292-296
12.	Annexure X Information pertaining to the Resulting Company/ Transferee Company in the format specified for abridged prospectus as provided in SEBI Circular No. SEBI/HO/CFD/ SSEP/CIR/P/2022/14 dated 04 February 2022 read with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 along with certificate issued by ICICI Securities Limited, an Independent SEBI Registered Merchant Banker	297-314
13.	Annexure XI Information pertaining to the Transferor Company in the format specified for abridged prospectus as provided in SEBI Circular No. SEBI/HO/CFD/ SSEP/CIR/P/2022/14 dated 04 February 2022 read with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 along with certificate issued by ICICI Securities Limited, an Independent SEBI Registered Merchant Banker	315-332
14.	Annexure XII Observation Letter dated 01 December 2023 issued by BSE Limited (‘BSE’)	333-336
15.	Annexure XIII Observation Letter dated 01 December 2023 issued by National Stock Exchange of India Limited(‘NSE’)	337-340
16.	Annexure XIV Complaint Report submitted by the Company to BSE	341-342
17.	Annexure XV Complaint Report submitted by the Company to NSE	343-346
18.	Annexure XVI Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Company, its promoters and directors	347-360

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The Notice of the Meeting, Statement under Sections 102, 230 to 232 and other applicable provisions of the Companies Act, 2013 and Rule 6 of the CAA Rules, 2016, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with applicable SEBI Circulars and Annexure I to Annexure XVI (page nos. 41 to 360) constitute a single and complete set of documents and should be read in conjunction with each other, as they form an integral part of this document.

IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

CA (CAA) No. 281/MB-IV/2023

FORM NO. CAA. 2

[Pursuant to Section 230(3) of the Act and Rule 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

IN THE MATTER OF SECTIONS 230 TO 232 READ WITH SECTION 66 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT BETWEEN RAYMOND LIMITED AND RAYMOND CONSUMER CARE LIMITED AND RAY GLOBAL CONSUMER TRADING LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

Raymond Limited , } a company incorporated under the provisions of the } Indian Companies Act, 1913 and a public limited } Company within the meaning of Companies Act, 2013 } and having its registered office at Plot No 156/ H.No. 2, } Village Zadgaon, Ratnagiri – 415612, Maharashtra } CIN: Ll7117MH1925PLC001208 } ... Company/ Demerged Company

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS

To, All the Equity Shareholders of Raymond Limited (the “Demerged Company”)

1. NOTICE is hereby given that, in accordance with the Order dated 17 January 2024, in the above mentioned Company Application, passed by the Hon’ble National Company Law Tribunal, Mumbai Bench (‘Tribunal’) (‘Tribunal Order’) , a Meeting of the Equity Shareholders of the Company, will be held for the purpose of their considering, and if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Arrangement between Raymond Limited and Raymond Consumer Care Limited and Ray Global Consumer Trading Limited and their respective shareholders (‘Scheme’) on 26 February 2024 at 11 AM (IST).

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1. Pursuant to the said Tribunal Order and as directed therein, the Meeting of the Equity Shareholders of the Company (‘Meeting’) will be held through Video Conferencing (‘VC’) /Other Audio Visual Means (‘OAVM’) , in compliance with the applicable provisions of the Companies Act, 2013 (‘Act’) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) , SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20 June 2023 (‘SEBI Master Circular’) , General Circular No. 09/2023 dated 25 September 2023, issued by the Ministry of Corporate Affairs (‘MCA Circular’) , and Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India (‘SS-2’) to consider, and if thought fit, to pass, with or without modification(s), the following resolution for approval of the Scheme by requisite majority as prescribed under Section 230(1) and (6) read with Section 232(1) of the Act, as amended:

“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 read with Section 66 of the Companies Act, 2013, the rules, circulars and notifications made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, read with SEBI Master Circular No. SEBI/HO/CFD/POD2/P/CIR/2023/93 dated 20 June 2023 and other applicable SEBI Circulars, the Observation Letter issued by the Stock Exchanges viz. BSE Limited and the National Stock Exchange of India Limited, in this regard (including any statutory modification(s) or re-enactment(s) and circulars issued thereof, for the time being in force) and subject to the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of Hon’ble National Company Law Tribunal, Mumbai Bench and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be deemed appropriate by the parties to the Scheme, at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the ‘Board’ which term shall be deemed to mean and include one or more Committee(s) constituted/ to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Composite Scheme of Arrangement between Raymond Limited and Raymond Consumer Care Limited and Ray Global Consumer Trading Limited and their respective shareholders (‘Scheme’) , be and is hereby approved;

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this Resolution and effectively implement the arrangement embodied in the Scheme and to make any modifications or amendments to the Scheme at any time and for any reason whatsoever, and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Tribunal while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper, without being required to seek any further approval of the Shareholders and the Shareholders shall be deemed to have given their approval thereto expressly by authority under this Resolution.”

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1. TAKE FURTHER NOTICE that the Equity Shareholders shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes: (a) by remote electronic voting during the period as stated below (‘remote e-Voting’) ; or (b) through e-Voting system available at the Meeting to be held virtually (‘e-Voting at the Meeting’) :

REMOTE E-VOTING PERIOD	REMOTE E-VOTING PERIOD
Commencement of voting	Thursday, 22 February 2024 at 9 AM (IST)
End of voting	Sunday, 25 February 2024 at 5 PM (IST)

1. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the RTA / Depositories as on the cut-off date, i.e., 19 February 2024 only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an Equity Shareholder as on the cut-off date, should treat the Notice for information purpose only.

2. A copy of the said Scheme, statement under Sections 230 to 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules along with all annexures to such statement are annexed. A copy of this Notice and the accompanying documents are also placed on the website of the Company and can be accessed at www.raymond.in; the website of National Securities Depository Limited viz. (‘NSDL’) viz. www.evoting.nsdl.com, being the agency appointed by the Company to provide the e-Voting and other facilities for convening of the Meeting and the website of the Stock Exchanges i.e., BSE Limited (‘BSE’) viz. www.bseindia.com and the National Stock Exchange of India Limited (‘NSE’) viz. www.nseindia.com.

3. The Tribunal has appointed Dinesh Kumar Lal (Contact No. 02240367000), and failing him, Shantilal Pokharna, (Contact No. 02240367000) to be the Chairperson for the Meeting and Harsh Ruparelia (Membership No.:160171) (Mobile No. 9004357775), Practicing Chartered Accountant or any of the partners of A R C H and Associates, Chartered Accountants (ICAI Firm Registration No. 152180W) to be the Scrutinizer for the Meeting.

4. The Scheme, if approved at the aforesaid Meeting, will be subject to the subsequent sanction of the Tribunal and such other approvals, permissions and sanctions of regulatory or other authorities, as may be necessary.

For Raymond Limited Sd/Shantilal Pokharna Chairperson appointed by the Tribunal for the Meeting

Thane, Thursday, 25 January 2024

Registered Office: Plot No. 156/H No. 2, Village Zadgaon, Ratnagiri – 415612, Maharashtra, India CIN: L17117MH1925PLC001208 Website: www.raymond.in E-mail: corp.secretarial@raymond.in Tel.: 02240367000

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Notes:

1. Pursuant to the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench (‘Tribunal’) vide its Order dated 17 January 2024 (‘Tribunal Order’) , the Meeting of the Equity Shareholders of the Company is being conducted through video conferencing (‘VC’) / other audio-visual means (‘OAVM’) facility to transact the business set out in the Notice convening this Meeting. The deemed venue for the Meeting shall be the Registered Office of the Company situated at Plot No. 156/H No. 2, Village Zadgaon, Ratnagiri – 415612, Maharashtra, India.

2. The Statement pursuant to Sections 230 to 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 (‘Act’) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in respect of the business set out in the Notice of the Meeting is annexed hereto.

3. Pursuant to the directions of the Tribunal given under the Tribunal Order and Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended, Regulation 44 of the SEBI Listing Regulations read with SEBI Master Circular, SS-2, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (‘ MCA ’) for holding general meetings through e-voting vide General Circular No. 09/2023 dated 25 September, 2023 read with General Circulars No. 11/2022 dated 28 December 2022, 2/2022 dated 5 May 2022, 19/2021 dated 8 December 2021, 20/2021 dated 23 June 2021, 39/2020 dated 31 December 2020, 33/2020 dated 28 September 2020, 22/2020 dated 15 June 2020, 14/2020 dated 8 April 2020 and 17/2020 dated 13 April 2020 (including any amendments and clarifications thereto), issued by the Ministry of Corporate Affairs (collectively the ‘MCA Circulars’ ), the Company is providing to the Shareholders the facility to exercise their right to vote at the Meeting by electronic means, i.e., remote e-Voting and e-Voting at the Meeting (hereinafter referred to as ‘e-Voting’) . For this purpose, the Company has entered into an agreement with National Securities Depository Limited (‘NSDL’) for facilitating voting through electronic means, as the authorized agency.

4. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the RTA / Depositories as on the Cut-off Date, i.e., 19 February 2024 only shall be eligible for participation in remote e-Voting (e-Voting from a place other than venue of the meeting) and voting at the Meeting. Please note that Members can opt for only one mode of voting i.e., either by voting at the Meeting or remote e-Voting. If Members opt for remote e-Voting, then they should not vote at the Meeting and vice versa. However, once an e-vote on a resolution is cast by a Member, such Member is not permitted to change it subsequently or cast the vote again. Members who have cast their vote by remote e-Voting prior to the date of the Meeting can attend the Meeting and participate in the Meeting but shall not be entitled to cast their vote again. A person who is not a shareholder as on the Cut-off Date, should treat the Notice for information purpose only.

5. Any person, who acquires shares of the Company and becomes a Member of the Company after dispatch of the Notice, holds shares as on the Cut-Off Date may obtain the login ID and password by sending a request to NSDL at evoting@nsdl.com. However, if the Member is already registered with NSDL for remote e-Voting, then he/she can use his/her existing User-ID and password for casting the vote. Only a Member who is entitled to vote shall exercise his/her/its vote through e-Voting and any recipient of this Notice who has no voting rights as on the Cut-off Date should treat the same as intimation only.

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1. In case of joint holders attending the Meeting, the joint holder who is highest in the order of names will be entitled to vote at the Meeting.

2. The attendance of the Members attending the Meeting through VC/ OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

3. Since this Meeting is being held through VC/ OAVM, physical attendance of Equity Shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the Shareholders will not be available for the Meeting, and hence the Proxy Form, Attendance Slip and Route Map are not annexed hereto. Body Corporates are entitled to appoint authorised representatives to attend the Meeting through VC/ OAVM and participate thereat and cast their votes by electronic means. The voting by the said authorized representative(s) is permitted, provided that the authorization, duly signed, is lodged with the Company, in physical, at its registered office or by electronic mode, at least 48 (Forty-Eight) hours before the Meeting.

4. As per directions of the Tribunal Order and in terms of the MCA circulars, the Notice of the Meeting and the accompanying documents mentioned in the Index are being sent only through electronic mail to those equity shareholders whose e-mail addresses are registered with the Company / Registrar and Transfer Agent / Depository Participant / Depositories.

5. The shareholders may note that the aforesaid documents are also available on the website of the Company at www.raymond.in and on the website of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively, the website of National Securities Depository Limited (‘NSDL’) at www.evoting.nsdl.com, being the agency appointed by the Company to provide VC / OAVM and e-Voting facility for the Meeting.

If so desired, shareholders may obtain a physical copy of these documents free of charge from the registered office of the Company on any day (except Saturday, Sunday and public holiday) up to the date of the meetings. Alternatively, a written request for obtaining physical / soft copy of these documents may be made by writing an e-mail in this regard to the Company Secretary at corp.secretarial@Raymond.in along with details such as demat account no./ Folio no., name, address, Permanent Account Number (PAN), mobile number and email address.

1. Mr. Harsh Ruparelia shall act as Scrutinizer to scrutinize the remote e-Voting process of Meeting in a fair and transparent manner.

2. The Scrutinizer will, after the conclusion of e-Voting at the Meeting, scrutinize the votes cast at the Meeting and votes cast through remote e-Voting, make a consolidated Scrutinizer’s Report and submit the same to the Chairperson of the Meeting. The result of e-Voting will be declared within two working days of the conclusion of the Meeting and the same, along with the consolidated Scrutinizer’s Report, will be placed on the website of the Company: www.raymond.in and on the website of NSDL at www.evoting.nsdl.com. The result will simultaneously be communicated to the Stock Exchanges. The result will also be displayed at the registered office of the Company.

3. In accordance with the SEBI Master Circular, the Scheme shall be acted upon only if the number of votes cast by the Public Shareholders in favour of the aforesaid resolution for

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approval of Scheme is more than the number of votes cast by the Public Shareholders against it i.e., majority in number representing three fourth in value (as per Sections 230 and 232 of the Act), the Resolution proposed in the Notice shall be deemed to have been passed on the date of the Meeting.

1. Documents for inspection as referred to in the Notice will be available electronically for inspection (without any fee) by the shareholders from the date of circulation of this Notice up to the date of Meeting. Shareholders seeking to inspect such documents can access the same on the website of the Company at: www.raymond.in.

2. In terms of Regulation 40 of the Listing Regulations, as amended, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. However, Members can continue to hold shares in physical form. Accordingly, Members holding shares of the Company in physical form are requested to kindly get their shares converted into demat/electronic form to get inherent benefits of dematerialisation since physical transfer of equity shares/ issuance of equity shares in physical form have been disallowed by SEBI.

3. Shareholders are requested to carefully read all the Notes set out herein and in particular, instructions for joining the Meeting and manner of casting vote through electronic means.

Remote E-Voting; Meeting through VC / OAVM; E-Voting at the Meeting

1. The facility of attending Meeting through VC/ OAVM is being provided by National Securities Depository Limited (NSDL). The facility of casting votes by a shareholder using electronic means, i.e. (i) remote e-Voting and (ii) e-Voting at the Meeting, (hereinafter referred to as ‘e-Voting’) is also being provided by NSDL.

2. The remote e-Voting period will commence at 9 AM (IST) on 22 February 2024 and end at 5 PM (IST) on 25 February 2024. The e-Voting module shall be disabled by NSDL for remote e-Voting thereafter. However, the same shall be enabled once again during the course of the Meeting. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the RTA/ Depositories as on the cut-off date, i.e., 19 February 2024 only shall be entitled to cast their vote by electronic means. The voting rights of a shareholder shall be in proportion to his/her/its shareholding in the paidup equity share capital of the Company as on the cut- off date. A person who is not a shareholder as on the cut-off date, should treat the Notice for information purpose only.

3. Any person who becomes a shareholder of the Company after dispatch of the Notice and holds shares on the cut-off date may exercise his/her voting rights through e-Voting and attend the Meeting by following the procedure given below.

4. Once the vote on a resolution is cast by an Equity shareholder, the Equity shareholder shall not be allowed to change it subsequently.

Procedure for remote e-voting

Remote e-voting on NSDL e-voting system consists of “Two Steps”:

Step 1: Access to NSDL e-voting system Step 2: Cast your vote electronically on NSDL e-voting system

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- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting and joining virtual meeting for individual shareholders holding securities in demat mode.

In terms of SEBI circular dated 9 December 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode withNSDL	1. 2. 3.	ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the ‘Beneficial Owner’icon under‘Login’which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on‘Access to e-Voting’under e- Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e., NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select ‘Register Online for IDeAS Portal’ or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon ‘Login’ which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e., your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e., NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Shareholders/Members can also download NSDL Mobile App ‘NSDL Speede’facility by scanning the QR code mentioned belowforseamless voting experience.

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Individual Shareholders holding securities in demat mode withCDSL	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL websitewww.cdslindia.com and click on Login icon & New System Myeasi Tab. Users can use existing Username & Password for login. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there are also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 3. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly accessthe systemof alle-Voting ServiceProviders.
Individual Shareholders (holding securities in demat mode) login through their Depository Participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/ CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e., NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting duringthemeeting

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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.com or call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon ‘Login’ which is available under ‘Shareholder/ Member/ Creditor’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e., IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e., Cast your vote electronically

5. Your User ID details are given below :

Mode of holding shares i.e., Demat (NSDL or CDSL) or Physical	Your User ID is:
a. For shareholders who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12then your user ID is IN30012**.
b. For shareholders who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c. For shareholders holding shares in Physical mode.	EVEN Number plus Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

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1. Password details for shareholders other than Individual shareholders are given below: a. If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

2. b. If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

How to retrieve your ‘initial password’?

• i. If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

• ii. If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

• c. If you are unable to retrieve or have not received the ‘ Initial password’ or have forgotten your password:

• i. Click on ‘Forgot User Details/Password?‘(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• ii. Physical User Reset Password?‘ (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• iii. If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• iv. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• After entering your password, tick on Agree to ‘Terms and Conditions’ by selecting on the check box.

• Now, you will have to click on ‘Login’ button.

• After you click on the ‘Login’ button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system

1. After successful login at Step 1, you will be able to see all the companies ‘EVEN’ in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select ‘EVEN’ of company for which you wish to cast your vote during the remote e- Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on ‘VC/OAVM’ link placed under ‘Join General Meeting’.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on ‘Submit’ and also ‘Confirm’ when prompted.

5. Upon confirmation, the message ‘Vote cast successfully’ will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

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General Guidelines

1. Institutional shareholders (i.e., other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized - -

to vote, to the Scrutinizer by e-mail to harsh@arch associates.com/ rahul@arch associates.com with a copy marked to evoting@nsdl.com.

1. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes member of the Company after the notice is sent through e-mail and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl.com or Issuer/RTA. However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using ‘Forgot User Details/Password’ or ‘Physical User Reset Password’ option available on www.evoting.nsdl.com or call on 022 2499 7000 and 022 4886 7000. In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned in the Notice of the Meeting under Step 1: ‘Access to NSDL e-Voting system’ (Above).

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the ‘Forgot User Details/Password?’ or ‘Physical User Reset Password?’ option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on 022 2499 7000 and 022 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager at evoting@nsdl.com.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to corp.secretarial@raymond.in or to the Company’s Registrar and Share Transfer Agent, namely Link Intime India Private Limited at their e-mail id viz. rnt.helpdesk@linkintime.co.in

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to corp.secretarial@raymond.in. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login -

method explained at step 1 (A ) i.e. Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .

1. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

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1. In terms of SEBI circular dated 9 December 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

The instructions for members for e-voting on the day of the Court/Tribunal Convened Meeting are as under:

1. The procedure for e-Voting on the day of the Meeting is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the Meeting through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the Meeting.

3. Members who have voted through Remote e-Voting will be eligible to attend the Meeting. However, they will not be eligible to vote at the Meeting.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the Meeting shall be the same person mentioned for Remote e-voting.

Instructions for Members for attending the Meeting through VC/OAVM are as under:

1. Member will be provided with a facility to attend the Meeting through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of ‘VC/OAVM’ placed under ‘Join meeting’ menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/ask questions during the Meeting may register themselves as a speaker and may send their request mentioning their name, demat account number/folio number, email id, mobile number at corp.secretarial@Raymond.in at least 48 hours in advance before the start of the meeting. Shareholders are requested to send their questions in advance within the aforesaid stipulated period.

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1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

2. When a pre-registered speaker is invited to speak at the meeting but he / she does not respond, the next speaker will be invited to speak. Accordingly, all speakers are requested to get connected to a device with a video/ camera along with good internet speed.

3. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, for smooth conduct of the Meeting.

4. Members who need assistance before or during the Meeting, can contact Mr. Amit Vishal, AVP, NSDL and / or Ms. Pallavi Mhatre, Senior Manager, NSDL at evoting@nsdl.com or call 022 2499 7000 and 022 4886 7000.

The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members are requested to submit PAN, or intimate all changes pertaining to their bank details, mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, specimen signature (as applicable) etc., to their DP in case of holding in dematerialised form or to Company’s RTA, LIIPL through Form ISR-1, Form ISR-2 and Form ISR-3 (as applicable) available on the Company’s website at www.raymond.in and on the website of Link Intime India Private Limited at https://web.linkintime.co.in/ in case of holdings in physical form.

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IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

CA (CAA) No. 281/MB-IV/2023

IN THE MATTER OF SECTIONS 230 TO 232 READ WITH SECTION 66 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT BETWEEN RAYMOND LIMITED AND RAYMOND CONSUMER CARE LIMITED AND RAY GLOBAL CONSUMER TRADING LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

Raymond Limited , } a company incorporated under the provisions of the } Indian Companies Act, 1913 having its } registered office at Plot No 156/H.No. 2, } Village Zadgaon, Ratnagiri – 415612, Maharashtra } CIN: Ll7117MH1925PLC001208 } ... Company/ Demerged Company

EXPLANATORY STATEMENT PURSUANT TO SECTIONS 230 TO 232 READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (‘ACT’) AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 (‘CAA RULES’) TO THE NOTICE OF THE MEETING OF EQUITY SHAREHOLDERS OF RAYMOND LIMITED CONVENED PURSUANT TO ORDER OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH (‘TRIBUNAL’) DATED 17 JANUARY 2024 (‘TRIBUNAL ORDER’)

I. MEETING FOR THE SCHEME

This is a statement accompanying the Notice convening the Meeting of Equity Shareholders of Raymond Limited (‘Company’) , for the purpose of their considering and if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Arrangement between Raymond Limited (‘Company’ or ‘RL’ or the ‘Demerged Company’) and Raymond Consumer Care Limited (‘RCCL’ or the ‘Resulting Company’ or the ‘Transferee Company’) and Ray Global Consumer Trading Limited (‘RG’ or the ‘Transferor Company’) and their respective shareholders (‘Scheme’) .

The Scheme inter-alia provides for

• ─ Demerger of lifestyle business carried on by RL through itself and its related subsidiaries along with the strategic investment in RG (‘Lifestyle Business Undertaking’) into RCCL; and

• ─ Simultaneous amalgamation of RG with RCCL along with consequential reduction and cancellation of the paid up share capital of RCCL held by RG.

The salient features of the Scheme are given in Paragraph V of this Statement. The detailed terms of the arrangement may be referred to in the Scheme, annexed as ‘Annexure I’ .

Capital terms not defined herein and used in the Notice and this Statement shall have the same meaning as ascribed to them in the Scheme.

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II. DATE, TIME AND MODE OF MEETING

Pursuant to an order dated 17 January 2024, passed by the Hon’ble Tribunal in Company Application (CAA) No. 281/MB-IV/2023, the Meeting of the Equity Shareholders of the Company, will be held for the purpose of their considering and, if thought fit approving, with or without modification(s), the said Scheme through Video Conferencing (‘VC’)/ Other Audio Visual Means (‘OAVM’) on Monday, 26 February 2024 at 11 A.M. (IST). The Company is providing the facility to vote at the Meeting by electronic means, i.e., remote e-Voting and e-Voting at the Meeting.

III. NEED FOR MERGER AND DEMERGER/ RATIONALE AND BENEFITS OF THE SCHEME/ SYNERGIES OF THE BUSINESS OF THE ENTITIES INVOLVED IN THE SCHEME/ COST BENEFIT ANALYSIS OF THE SCHEME

The business presently undertaken by RL (directly and indirectly) comprise the lifestyle business and the non-lifestyle business both of which have different requirements and are operated independent of each other as separate business verticals. The requirements of each business, including in terms of capital, operations, knowledge, nature of risk, competitive advantages and strategies, and regulatory compliances are very distinct when compared with the other. Each of these business verticals are significantly large and mature and have a distinct attractiveness to divergent set of investors, strategic partners and other stakeholders.

To unlock the potential value of each business vertical, it is proposed through this Scheme, to: (i) completely segregate the lifestyle business and the non-lifestyle business and create two strong and distinctive platforms and flagship listed entities; (ii) amalgamate RG with RCCL to rationalize, simplify and streamline the group structure.

The proposed restructuring results in the following benefits:

• (i) The lifestyle business and the non-lifestyle business have both achieved scale and experience to sustain business on the basis of their own strengths. Additionally, both businesses deal with different sets of industry dynamics in the form or nature of risks, competition, challenges, opportunities and business methods. Hence, segregation of the two businesses would enable focused managements to explore the potential business opportunities more effectively and efficiently;

• (ii) Demerger will enable both RL & RCCL to enhance business operations resulting in operational synergies and achieving zero net debt for lifestyle business and non-lifestyle business by streamlining operations, more efficient management control and outlining independent growth strategies.

• (iii) Each business will be able to target and attract new investors with specific knowledge, expertise and risk appetite corresponding to their own businesses. Thus, each business will have its own set of likeminded investors, thereby providing the necessary funding impetus to the long-term growth strategies of each business;

• (iv) Demerger will enhance efficiencies and will have different business interest into separate corporate entity, resulting in operational synergies, simplification,

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focused management, streamlining and optimization of the group structure and efficient administration.

• (v) The demerger will unlock value of both businesses and result in shareholder value maximisation.

• (vi) The Amalgamation will further streamline the corporate structure of RCCL by aligning the interest of various shareholders directly.

• (vii) Pursuant to the Scheme, the equity shares issued by RCCL would be listed on BSE and NSE. The existing shareholders of RL would hold the shares of two (2) listed entities after the Scheme becoming effective; giving them flexibility in managing their investments in the two businesses having differential dynamics.

IV. BACKGROUND OF THE COMPANIES:

A. Particulars of the Demerged Company/ Company (Raymond Limited)

• (i) Raymond Limited is a public company incorporated on 10 September 1925 under the Indian Companies Act, 1913. The registered office of the Company is situated at Plot No. 156/H.No. 2, Village Zadgaon, Ratnagiri - 415612, Maharashtra, India. The Company is registered with the Registrar of Companies, Pune, having Corporate Identity Number (CIN) Ll7117MHI925PLC001208. Its Permanent Account Number with the Income Tax Department is AAACR4896A. The email address of the Company is corp.secretarial@raymond.in and the website is www.raymond.in. During the last five years, there has been no change in the Name or Registered Office of the Company. The equity shares of the Company are listed on the BSE Limited (‘BSE’) and the National Stock Exchange of India Limited (‘NSE’) (‘Stock Exchanges’) .

• (ii) The main objects of the Company are stated as under:

• “The objects for which the Company is established are the following.

• (1) To carry on all or any of the businesses following, namely wool merchants, wool combers, worsted spinners, woollen spinners, worsted stuff manufacturers, cotton spinners and doublers, flax, hemp and jute spinners, linen manufacturers, flax, hemp, and jute merchants, bleachers and dyers and makers of vitriol, bleaching and dyeing materials, and to purchase, comb, prepare, spin, dye, and deal in flax, hemp, jute, wool, cotton, silk and other fibrous substances, and to weave, or otherwise manufacture, buy and sell and deal in linen cloth and other goods, and fabrics whether textile, felted, netted or looped, and to supply power.

• (2a) To acquire the Woolen Mills situated at Thana and known as the Wadia Woollen Mills.

• (2b) To carry on the business of chemists and druggists, dry salters, tallow merchants, soap and candle makers, oil and colour merchants, importers and manufacturers of and dealers in dyes, paints, chemicals and explosives, pharmaceutical, medicinal, chemicals, industrial and other preparations and articles, compounds, cements, oils, paints, pigments and

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varnishes, drug, dyeware, paints, colour grinders, makers of and dealers in proprietary articles of all kinds of electrical, chemical, photographical, surgical and scientific apparatus and materials.

• (2c) To carry on the business of Iron maker, Iron Founders, metal founders, steel makers, metal pressers, metal rollers, metal workers, metal convertors, steel plate makers, wire drawers, wire rope makers, makers of small tools, hand tools and other like products and to carry on business of Engineering Consultants and technicians, civil, mechanical and electrical engineers contractor and all or any of the businesses of founders of all metals, ferrous and non ferrous, tool makers, boiler makers, mill wrights machinists, smiths, smelters, welders, woods workers, tube, pipe and tank makers, platers, electroplaters, fitters and to buy, sell, manufacture, export, import and deal in all or any of the above specified article and products and all articles and products made from metal, wires and metallic substances as also all types, of plant and machinery, equipment appliances apparatus and also parts and component parts and other ancillary equipment and tools, used or capable of being used in connection therewith and other parts of machinery and other articles and other article and things as may from time to time be necessary or required for the business and manufacturing activity of the Company.

• (2d) To carry on all or any of the business of manufactures, producers, dealers, fabricators, assemblers, importers, exporters, hirers, repairers, cleaners, storers, warehousers, lessors, transporters of aero planes, air taxis, airlines, hovercrafts, helicopters and machines of all kinds capable of being flown in the Air, cartagers and haulage contractors, proprietors, owners and charterers of road vehicles, aircrafts and ships, tugs, barges and boats of every description lightermen and carriers of goods and passengers by road, rail, water or air, carmen, cartage contractors and agents, forwarding, transport and. commission agents, customs agents, stevedores, wharfingers, cargo superintendents, packers, haulers, warehousemen, storekeepers, engineers, electricians and job masters.

• (2e) To carry on the business and to own, buy, sell, possess, develop, redevelop, construct demolish, rebuild, renovate, repair, maintain, let out, hire, rent, lease, pledge, mortgagee or otherwise deal in all kinds of land structures and building and/or purchase for investments; or resell and to deal in all kinds of land and house and all kinds of immovable properties of any tenure and any interest therein and to create an interest, sell and deal in all kinds of land and to rent, lease, sublease all types of properties, dwelling units, office premises, industrial, galas, sheds, residential premises, shopping malls, multiplexes, construct residential houses, apartments, villas, condominiums, row houses, duplex houses, group houses, chawl houses, commercial complexes, parks, industrial parks, information technology parks, highways, bridges, expressways, Special Economic Zones, complex and other commercial, software parks, call centers, recreation centre, bowling alleys, hotels, restaurant, recreation clubs, castles, inns, motels, taverns, resorts, holiday homes, amusement park, townships, colonies, housing layouts, pleasure grounds, parks and

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the like of all kinds and description, holiday resorts, affordable housing projects, shopping malls, swimming pools, entertainment, complexes, nursing homes, godowns and any other housing and commercial projects under various provisions of law, development control regulations, town planning regulations and various schemes….”

• (iii) During the last five years, there has been no change in the main object clause of the Company.

• (iv) The Company is a leading Indian textile, lifestyle and branded apparel company with a wide network of operations in local as well foreign markets. The Company is also engaged in development of residential/ commercial real estate projects.

• (v) The share capital of the Company as on 30 September 2023 was as follows:

Particulars	Amount in INR
Authorized Capital
9,00,00,000 equity shares of INR 10 each	90,00,00,000
1,00,00,000 preference shares of INR 10 each	10,00,00,000
Total	1,00,00,00,000
Issued Subscribed and Paid-up Capital
6,65,73,731 equity shares of INR10 each	66,57,37,310
Total	66,57,37,310

• (vi) The unaudited standalone and consolidated financial results (limited reviewed) of the Company for the quarter and half year ended 30 September 2023, are annexed as ‘Annexure II’ to this Notice. The unaudited standalone and consolidated financial results (limited reviewed) of the Company for the quarter and half year ended 30 September 2023, are also available on the Company’s website at www.raymond.in and are available for inspection at the Registered Office of the Company.

• (vii) The details of Promoters and Directors of the Company as on 30 September 2023 along with their addresses are mentioned herein below:

	Promoter / promoter group details	Promoter / promoter group details
Name	Category	Address
Gautam Hari Singhania	Promoter	J K House, 59A, Bhulabhai Desai Road, Opp Breach Candy Hospital, Cumballa Hill, Mumbai-400 026
Nawaz Singhania	Promoter Group	J K House, 59A, Bhulabhai Desai Road, Opp Breach Candy Hospital, Cumballa Hill, Mumbai-400 026
Niharika Gautam Singhania	Promoter Group	J K House, 59A, Bhulabhai Desai Road, Opp Breach Candy Hospital, Cumballa Hill, Mumbai-400 026
Nisa Gautam Singhania	Promoter Group	J K House, 59A, Bhulabhai Desai Road, Opp Breach Candy Hospital, Cumballa Hill, Mumbai-400 026
Shephali Ruia	Promoter Group	31 Ruia House, 9th Road JVPD Scheme, Ashok Nagar, Mumbai-400049
Advait Krishna Ruia	Promoter Group	31 Ruia House, 9th Road JVPD Scheme, Ashok Nagar, Mumbai-400049

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	Promoter / promoter group details	Promoter / promoter group details
Name	Category	Address
Dr. Vijaypat Singhania	Promoter	New Hind House, 3 Narottam Morarjee Marg, Ballard Estate, Mumbai-400038
Ashadevi Singhania	Promoter Group	New Hind House, 3 Narottam Morarjee Marg, Ballard Estate, Mumbai-400038
Ritwik A Ruia	Promoter Group	31 Ruia House, 9th Road JVPD Scheme, Ashok Nagar, Mumbai-400049
J K Investors (Bombay) Limited	Promoter Group	New Hind House, Narrottam Moraji Marg, Ballard Estate, Mumbai - 400001, Maharashtra, India
J K Helene Curtis Limited	Promoter Group	New Hind House, Narottam Morarji Marg, Mumbai City, Mumbai - 400038, Maharashtra, India
J K Investo Trade (India) Limited	Promoter Group	New Hind House,3. N.M. Marg, Ballard Estate, Mumbai - 400001, Maharashtra, India
J K Sports Foundation	Promoter Group	3, JK Building, Narottam Morarjee Marg, Ballard Estate, Mumbai-400038
Smt Sunitidevi Singhania Hospital Trust	Promoter Group	C/O Raymond Limited, Jekegram, Pokharan Road No. 1, Thane - 400606
Polar Investments Limited	Promoter Group	3, Narottam Morarjee Marg, Ballard Estate, Mumbai - 400038, Maharashtra, India, 400038

	Details of Director	Details of Director
Name	Category	Address
Gautam Hari Vijaypat Singhania	Managing Director	J K House, 59A, Bhulabhai Desai Road, Opp. Breach Candy Hospital, Cumballa Hill, Mumbai-400026
Nawaz Gautam Hari Singhania	Director	J K House, 59A, Bhulabhai Desai Road, Opp. Breach Candy Hospital, Cumballa Hill, Mumbai-400026
Dinesh Kumar Lal	Director	34, Lotus Court, J. Tata Road, Churchgate, Mumbai-400020
Shiv Surinder Kumar	Director	Unit No. 4, 6, Aurangzeb Road, New Delhi -110011
Mukeeta Pramit Jhaveri	Director	21-C Woodlands Peddar Road, Opposite Vama, Mumbai-400026
Ashish Kiran Kapadia	Director	Flat No. 1, Pentacle Building, Sophia College Lane Off Peddar Road, Mumbai - 400026
Narasimha Kummamuri	Director	Srimata, 1-2-593/29, Gagan Mahal Colony, Domalaguda, Himayathnagar, Hyderabad - 500029
Shantilal Pokharna	Director	Flat No. A-1801/1802, Giriraj Building, Neelkanth Heights, Shivai Nagar, Pokhran Road No. 2, Thane-400606

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B. Particulars of the Resulting Company/ Transferee Company (Raymond Consumer Care Limited)

• (i) Raymond Consumer Care Limited is a public company incorporated on 25 October 2018 under the Companies Act, 2013. The registered office of the Transferor Company is situated at Plot G-35 & 36, MIDC Waluj Taluka, Gangapur, Aurangabad – 431136, Maharashtra, India. The Resulting Company/ Transferee Company is registered with the Registrar of Companies, Mumbai, having Corporate Identity Number (CIN) U74999MH2018PLC316288. Its Permanent Account Number with the Income Tax Department is AAJCR2207E. The email address of the Resulting Company/ Transferee Company is rcclimited8@gmail.com. The Resulting Company/ Transferee Company was incorporated under the name Ray Universal Trading Private Limited. During the last five years, the Resulting Company/ Transferee Company was converted into a public limited company and consequently, the name was changed to Ray Universal Trading Limited on 3 March 2020. Subsequently, on 18 July 2020, the name of the Resulting Company/ Transferee Company was changed to Raymond Consumer Care Limited. Further, the registered office of the Resulting Company/ Transferee Company was shifted from Pokharan Road No. 1, Jekegram, Near Cadbury Junction, Thane – 400606, Maharashtra to Plot G-35 & 36, MIDC Waluj Taluka, Gangapur, Aurangabad – 431136, Maharashtra, India on 3 March 2020. The equity shares of the Resulting Company/ Transferee Company are not listed on any Stock Exchanges.

• (ii) The main objects of the Resulting Company/ Transferee Company are stated as under:

1. To carry on in India or elsewhere the business to buy, sell, manufacture, import, export, distribute, license, franchise, retail, and otherwise deal in all kinds of consumer products and accessories thereof, cosmetics, hair care products, body care products, shaving products, beauty and skin care products, perfumes, deodorants, essential oils, soaps, shampoos, bath products, toiletries, glamour products, dental care products, personal care products of all kinds, health care products, wellness products of all kinds (including but not limited to contraceptives, sexual wellness and accessories thereof), all kinds of health care drinks, non-prescribed drugs, cleaning products of all kinds, fabric care products of all kinds, household consumer products of all kinds, household durables of all kinds and accessories thereof.

2. To carry on in India or elsewhere the business to establish, run, manage, construct, build, take on hire or lease, maintain, organise, promote, provide, acquire, buy, sell, franchise, convert, develop, erect, and to handle beauty saloons, residential spa, health centres, yoga centres, massage houses, poly clinics, natural cure centres, chain of such retail salons, beauty shops, cosmetic shops, perfume shops, sauna and steam bath, health foods outlets, diagnostic centres, medical and other centres.

3. To carry on all or any of the businesses following, namely wool merchants, wool combers, worsted spinners, woollen spinners, worsted stuff manufacturers, cotton spinners and doublers, flax, hemp and jute spinners, linen manufacturers, flax, hemp, and jute merchants, bleachers and dyers and

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makers of vitriol, bleaching and dyeing materials, and to purchase, comb, prepare, spin, dye, and deal in flax, hemp, jute, wool, cotton, silk and other fibrous substances, and to weave, or otherwise manufacture, buy and sell and deal in linen cloth and other goods, and fabrics whether textile, felted, netted or looped, and to supply power.

4. To carry on the business in India of selling, cash and carry wholesale trading, retail trading, distributing, marketing, importing, and the activities of jobworkers, stockists, brokers, agents, to market, promote, organise, design, develop, sort and grade or otherwise to deal in all kinds of garments and wearing apparels of all shapes, sizes, varieties, specifications, descriptions, applications for men, women and children including sports wear, active wear, daily wear, fashion wear, partywear, other wearing apparel made from cotton, synthetics, silk, velvet, jute, wool, denim, hosiery cloth or in any combination thereof including total look casual apparel, and fashion accessories, articles, goods, garments and merchandise, or bearing trademarks of any leading brands – domestic or overseas or through franchisee model or any other business arrangement, apparel and accessories procured from third party suppliers in India or deal in, through a number of high image dedicated shops and other high level department stores/corners, including outlets owned and operated by third parties, and others owned and operated as Flagship Stores in India and to participate in local, national, and international trade fairs, sales exhibitions, seminars, fashion shows or any other sales promotion schemes which may be held in India.

• (iii) The Main Object Clause of the Resulting Company was amended by insertion of Clause Nos. III.(a).(3) and III.(a).(4) vide Special Resolution passed at the Extra Ordinary General Meeting of the Members of the Resulting Company held on 26 April 2023.

• (iv) The Resulting Company/ Transferee Company is presently engaged primarily in the business of manufacture and sale of condoms on contract basis.

• (v) The share capital of the Resulting Company/ Transferee Company as on 30 September 2023 was as follows:

Particulars	Amount in INR
Authorised Capital
1,51,50,000 equity shares of INR 2 each	3,03,00,000
Total	3,03,00,000
Issued Subscribed and Paid-up Capital
1,49,00,000 equity shares of INR 2 each	2,98,00,000
Total	2,98,00,000

• (vi) The latest audited financial statements of the Resulting Company/ Transferee Company for the half year ended on 30 September 2023 are annexed as ‘Annexure III’ .

• (vii) The details of Promoters and Directors of the Resulting Company/ Transferee Company as on 30 September 2023 along with their addresses are mentioned herein below:

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Promoters/ promoter group details	Promoters/ promoter group details	Promoters/ promoter group details
Name	Category	Address
Ray Global Consumer Trading Limited	Promoter and Holding Company	Pokharan Road No 1, Jekegram, Near Cadbury Junction, Thane-, 400606, Maharashtra, India
	Details of Directors
Name	Category	Address
Gautam Hari Vijaypat Singhania	Director	J K House, 59A, Bhulabhai Desai Road, Opp Breach Candy Hospital, Cumballa Hill, Mumbai-400026
Nawaz Gautam Hari Singhania	Director	J K House, 59A, Bhulabhai Desai Road, Opp Breach Candy Hospital, Cumballa Hill, Mumbai-400026
Mahendra Vasantrai Doshi	Director	11, Sea Glimpse, Worli Hill Road, Worli, Mumbai
Debjit Rudra	Whole- Time Director	C 4, Shivalaya Apts Block 2, 53 A Peary Mohan Roy Road, Chet, LA, Alipore, Kolkata, West Bengal 700027, Kolkata
Ravindra Dhariwal	Director	Behind Radha Swami Satsang, Asola Village, Aashray Farm, Sub Post Office S P School, Bhatti Mines, Asola Vi, New Delhi
Rajeev Bakshi	Director	C-30, 2nd Floor, West End Colony, Rao Tula, Ram Marg, Delhi 110021
Manoj Kumar	Director	A-702, Lagoon Apartments, Ambience Island, NH8, Gurgaon Haryana–122002
Mysore Rangacharya Prasanna	Director	B-202, Zen Gardens, No 6 Artilley Road, Ulsoor Bangalore 560008
Vidya Rajarao	Director	Apt. 2B, Sydney Court, #337th Cross Lavelle Road, Bengaluru, 560001

• C. Particulars of the Transferor Company (Ray Global Consumer Trading Limited)

• (i) Ray Global Consumer Trading Limited is a public company incorporated on 26 October 2018 under the Companies Act, 2013. The registered office of the Transferor Company is situated at Pokharan Road No 1, Jekegram, Near Cadbury Junction, Thane – 400606, Maharashtra, India. The Transferor Company is registered with the Registrar of Companies, Mumbai, having Corporate Identity Number (CIN) U74999MH2018PLC316376. Its Permanent Account Number with the Income Tax Department is AAJCR2227A. The email address of the Transferor Company is rayglobal@raymond.in. The Transferor Company was incorporated under the name Ray Global Consumer Trading Private Limited. Subsequently, on 3 March 2020, the Transferor Company was converted into a public limited company and consequently, the name was changed to Ray Global

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Consumer Trading Limited. There has been no change in the registered office address of the Transferor Company. The equity shares of the Transferor Company are not listed on any Stock Exchanges.

• (ii) The main objects of the Transferor Company are stated as under:

1. To carry on the business, in India or abroad, of trader, dealer import and export agents, representatives, contractors, buying and selling agents, brokers, importers, buyers, sellers, exporters and to buy, sell, or otherwise trade and deal in all kinds of consumer products and accessories thereof, cosmetics, hair care products, body care products, shaving products, beauty and skin care products, perfumes, deodorants, essential oils, soaps, shampoos, bath products, toiletries, glamour products, dental care products, personal care products of all kinds, health care products, wellness products of all kinds, all kinds of health care drinks, non‐prescribed drugs, cleaning products of all kinds, fabric care products of all kinds, household consumer products of all kinds, household durables of all kinds and accessories thereof.

• (iii) During the last five years, there has been no change in the main object clause of the Transferor Company.

• (iv) The Transferor Company is primarily holding investment in shares of the Group Companies.

• (v) The share capital of the Transferor Company as on 30 September 2023 was as follows:

Particulars	Amount in INR
Authorised Capital
1,04,00,000 equity shares of INR 10 each	10,40,00,000
Total	10,40,00,000
Issued Subscribed and Paid-up Capital
73,22,200 equity shares of INR 10 each	7,32,22,000
Total	7,32,22,000

• (vi) The latest audited financial statements of the Transferor Company for the half year ended on 30 September 2023 are annexed as ‘Annexure IV’ .

• (vii) The details of Promoters and Directors of the Transferor Company as on 30 September 2023 along with their addresses are mentioned herein below:

Promoters/ promoter group details	Promoters/ promoter group details	Promoters/ promoter group details
Name	Category	Address
Raymond Limited	Promoter	Plot No 156/H No 2, Village Zadgaon, Ratnagiri - 415612, Maharashtra, India
J K Investors (Bombay) Limited	Promoter	New Hind House Narrottam Moraji Marg Ballard Estate, Mumbai - 400001, Maharashtra, India
Dr. Vijaypat Singhania	Promoter	New Hind House, 3 Narottam Morarjee Marg, Ballard Estate, Mumbai – 400038,Maharashtra,India

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	Details of Directors	Details of Directors
Name	Category	Address
Gautam Hari Vijaypat Singhania	Director	J K House, 59A, Bhulabhai Desai Road, Opp Breach Candy Hospital, Cumballa Hill, Mumbai-400026
Krishnan Ashwath Narayan	Director	Flat 302, Pranav Residency, Bhemani Street, Matunga (E), Mumbai
Arun Agarwal	Director	1403, C Wing, Anmol Towers, Off Patel Auto Pump, S V Road, Goregaon West, Mumbai
Amit Agarwal	Director	1101, 11th floor, Lodha Grandeur, Sayani Road, Opp Parel St Depot, Prabhadevi, Mumbai-400025

V. SALIENT FEATURES OF THE SCHEME

The salient features of the Scheme are, inter-alia , as stated below. The capitalized terms used herein shall have the same meaning as ascribed to them in Part A of the Scheme:

• A. The Scheme provides for the following:

• (i) Demerger of lifestyle business carried on by RL through itself and its related subsidiaries along with its strategic investment in RG (“Lifestyle Business Undertaking”) (as defined hereinafter) , into RCCL and the consequent issuance of equity shares by RCCL to all the shareholders of RL in the manner provided for in the Scheme and in compliance with Section 2(19AA) read with Section 2(41A) and other relevant provisions of the Income-tax Act, 1961 (“IT Act”) (as defined hereinafter) (“Demerger”) ;

• (ii) Simultaneous, Amalgamation of RG with RCCL and the consequent issuance of equity shares by RCCL to all the shareholders of RG (other than itself) and dissolution of RG without winding up in the manner provided for in the Scheme and in compliance with Section 2(1B) other relevant provisions of the IT Act (as defined hereinafter) (“Amalgamation”) and consequential reduction and cancellation of the paid-up share capital of RCCL held by RG; and

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

• B. The ‘Appointed Date’ of the Scheme means 1 April 2023 or such other date as may be determined by the appropriate authority.

• C. The Scheme, as may be approved or imposed or directed by the Tribunal shall become effective from the Appointed Date but shall be operative from the Effective Date.

• D. Consideration/ share exchange ratio for demerger of the Lifestyle business undertaking of the Demerged Company into the Resulting Company:

Upon the Scheme becoming effective and upon vesting of the Lifestyle Business Undertaking of the Demerged Company into the Resulting Company, the Resulting

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Company shall, without any further application or deed, issue and allot to the shareholders of the Demerged Company whose name appears in the register of members of the Demerged Company as on the Record Date or to their respective heirs, executors, administrators, legal representatives or the successors in title, as the case may be, as may be recognized by the Board of Directors of the Resulting Company, in the following proportion:

“Four [4 Only] equity share of Raymond Consumer Care Limited of INR 2/- each fully paid up for every Five [5 Only] equity shares of Raymond Limited of INR 10/each fully paid up.”

(Equity shares to be issued by the Resulting Company as above are hereinafter referred to as “New Equity Shares 1”)

E. Consideration/ share exchange ratio for merger of the Transferor Company into the Transferee Company:

Upon this Scheme becoming effective and upon amalgamation of the Transferor Company into the Transferee Company in terms of this Scheme, the Transferee Company shall, without any application, act or deed, issue and allot equity shares, credited as fully paid up, to the extent indicated below, to the members of Transferor Company (other than itself) holding fully paid-up equity shares of Transferor Company and whose names appear in the register of members of the Transferor Company as on the Record Date, or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by the Board of Directors of the Transferor Company / Transferee Company in the following proportion:

“Two [2 Only] equity share of Raymond Consumer Care Limited of INR 2/- each fully paid up for every One [1 Only] equity shares of Ray Global Consumer Trading Limited of INR 10/- each fully paid up.”

(Equity shares to be issued by the Transferee Company as above are hereinafter referred to as “New Equity Shares 2”).

F. Listing of the Equity shares of the Resulting Company/ Transferee Company

The Resulting Company/ Transferee Company shall apply to all the Stock Exchanges (where the shares of Demerged Company are listed) and SEBI for listing and admission of all the equity shares of the Resulting Company/ Transferee Company (New Equity Shares 1 and New Equity Shares 2) to trading in terms of SEBI Circular read with other Applicable Laws (as amended from time to time). The Resulting Company/ Transferee Company shall enter into such arrangements and give such confirmations and/or undertakings as may be necessary in accordance with Applicable Law for complying with the formalities of the Stock Exchanges.

The equity shares (New Equity Shares 1 and New Equity Shares 2) allotted pursuant to this Scheme shall remain frozen in the depository system till listing/trading permission is given by the designated Stock Exchange. Further, there shall be no change in the shareholding pattern of Resulting Company/ Transferee Company between Record

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Date and the listing of its equity shares (New Equity Shares 1 and New Equity Shares 2) which may affect the status of approval of the Stock Exchanges.

G. Dissolution of the Transferor Company

• On the coming into effect of the Scheme and upon transfer and vesting of assets and liabilities to the Transferee Company, the Transferor Company shall stand dissolved, without being wound up.

VI. RELATIONSHIP SUBSISTING BETWEEN PARTIES TO THE SCHEME

The Demerged Company holds 47.66% of the issued, subscribed and paid-up equity share capital of the Transferor Company.

The Transferor Company holds 100% of the issued, subscribed and paid-up equity share capital of the Resulting Company/ Transferee Company. The Resulting Company/ Transferee Company is a wholly owned subsidiary of the Transferor Company.

VII. BOARD APPROVALS

• A. The Board of Directors of the Company at its Board Meeting held on 27 April 2023, by resolution passed unanimously approved the Scheme, as detailed below:

Name of Director	Voted in favor/against/did not participate or vote
Gautam Hari Vijaypat Singhania	In favour
Nawaz Gautam Hari Singhania	In favour
Dinesh Kumar Lal	In favour
Ashish Kiran Kapadia	In favour
Shiv Surinder Kumar	In favour
Mukeeta Pramit Jhaveri	In favour
Narasimha Kummamuri	Leave of absence
Shantilal Pokharna	In favour

• B. The Board of Directors of the Resulting Company/ Transferee Company at its Board Meeting held on 27 April 2023, by resolution passed unanimously approved the Scheme, as detailed below:

Name of Director	Vote in favour/ against/ did not participate or vote
Gautam Hari Vijaypat Singhania	In favour
Nawaz Gautam Hari Singhania	In favour
Mahendra Vasantrai Doshi	In favour
Debjit Rudra	In favour
Ravindra Dhariwal	In favour
Rajeev Bakshi	In favour
Manoj Kumar	In favour
M R Prasanna	In favour
Vidya Rajarao	In favour

• C. The Board of Directors of the Transferor Company at its Board Meeting held on 27 April 2023, by resolution passed unanimously approved the Scheme, as detailed below:

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Name of Director	Vote in favour/ against/ did not participate or vote
Gautam Hari Vijaypat Singhania	Leave of Absence
Krishnan Ashwath Narayan	In favour
Arun Agarwal	In favour
Amit Agarwal	In favour

VIII. INTEREST OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMPs) AND THEIR RELATIVES

• A. None of the Directors, KMPs of the Company and their respective relatives (as defined under the Act and rules framed thereunder) have any interest in the Scheme except to the extent of their shareholding in the Company, if any, or to the extent the said KMPs/ Directors are the partners, directors, members of the companies, firms, association of persons, body corporates and/ or beneficiary of the trust that holds shares in the Company, as applicable. Save as aforesaid, none of the said Directors or the KMPs or their respective relatives have any material interest in the Scheme.

• B. None of the Directors, KMPs of the Resulting Company/ Transferee Company and their respective relatives (as defined under the Act and rules framed thereunder) have any interest in the Scheme except to the extent of their shareholding in the Resulting Company/ Transferee Company, if any, or to the extent the said KMPs/ Directors are the partners, directors, members of the companies, firms, association of persons, body corporates and/ or beneficiary of the trust that holds shares in the Resulting Company/ Transferee Company, as applicable. Save as aforesaid, none of the said Directors or the KMPs or their respective relatives have any material interest in the Scheme. The Resulting Company/ Transferee Company has not issued any debentures and hence, does not have Debenture Trustee.

• C. None of the Directors, KMPs of the Transferor Company and their respective relatives (as defined under the Act and rules framed thereunder) have any interest in the Scheme except to the extent of their shareholding in the Transferor Company, if any, or to the extent the said KMPs/ Directors are the partners, directors, members of the companies, firms, association of persons, body corporates and/ or beneficiary of the trust that holds shares in the Transferor Company, as applicable. Save as aforesaid, none of the said Directors or the KMPs or their respective relatives have any material interest in the Scheme. The Transferor Company has not issued any debentures and hence, does not have Debenture Trustee.

IX. EFFECT OF THE SCHEME ON STAKEHOLDERS

The effect of the Scheme on various stakeholders is summarised below:

A. Shareholders (Promoter and Non-Promoter Shareholders)

The effect of the Scheme on the shareholders (promoter and non-promoter shareholders) of the Demerged Company, the Resulting Company/ Transferee Company and the Transferor Company are annexed in the attached reports i.e., ‘Annexure V, Annexure VI and Annexure VII’ , respectively, adopted by the respective Board of Directors of the Demerged Company, the Resulting Company/

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Transferee Company and the Transferor Company, respectively, at their meeting held on 27 April 2023, pursuant to the provisions of Section 232(2)(c) of the Act.

• B. KMPs and Directors

• (i) No change in the Board of Directors of the Demerged Company and the Resulting Company/ Transferee Company is envisaged pursuant to the Scheme. Pursuant to the Scheme, the Transferor Company will be dissolved without winding up. Therefore, the existing KMPs and Directors of the Transferor Company shall cease to be the KMPs and Directors of the Transferor Company.

• (ii) It is clarified that the composition of the Board of Directors of the companies may change by appointments, retirements or resignations or to ensure compliance of the provisions of the Act, SEBI Listing Regulations and Memorandum and Articles of Association of such companies but the Scheme itself does not affect the office of Directors of such companies.

• C. Employees

Under the Scheme, no rights of the staff and employees of the Company and Transferor Company are being affected. The services of the staff and employees of the Lifestyle Business Undertaking of the Company and Transferor Company shall continue on the same terms and conditions prior to the proposed Scheme in case of transfer of employees as part of the Scheme. Further, under the Scheme, there is no arrangement with the staff or employees of the Resulting Company/ Transferee Company. Therefore, under the Scheme, no rights of the staff and employees of the Resulting Company/ Transferee Company are being affected.

D. Creditors

Pursuant to the Scheme, all creditors (secured or unsecured) of the Company forming part of the of the Lifestyle Business Undertaking and of the Transferor Company will become creditors (secured or unsecured) of the Resulting Company.

Under the Scheme, there is no arrangement with the creditors (secured or unsecured) of the Company, Resulting Company and Transferor Company. No compromise is offered under the Scheme to any of the creditors of the companies. The liability of the creditors of the Company, Resulting Company and Transferor Company, under the Scheme, is neither being reduced nor being extinguished.

Accordingly, the creditors of the Company, Resulting Company and Transferor Company would not be prejudiced in any manner as a result of the Scheme being sanctioned.

E. Debenture holders and Debenture Trustees

There will not be any impact on the debenture holders of the Company pursuant to the Scheme. The current debenture holders of the Company will continue to be served by the Resulting Company. Thus, the Scheme envisages that the holders of NCDs of the Company will become holders of NCDs of the Resulting Company at exactly the same terms, including the coupon rate, tenure, redemption price, quantum, nature of security and ISIN. Therefore, the Scheme will not have any adverse impact on the holders of the NCDs and thus adequately safeguards interests of the holders of the NCDs.

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The Resulting Company/ Transferee Company and the Transferor Company have not issued any debentures and accordingly have not appointed any debenture trustee(s).

F. Depositors and Deposit Trustees

The Company, the Resulting Company/ Transferee Company and the Transferor Company have not taken any deposits within the meaning of the Act and Rules framed thereunder and accordingly have not appointed any deposit trustee(s).

X. NO INVESTIGATION PROCEEDINGS

There are no proceedings pending under Sections 210 to 227 of the Act against the Company, the Resulting Company/ Transferee Company and the Transferor Company.

XI. AMOUNTS DUE TO UNSECURED CREDITORS

The amount due to unsecured creditors by the respective companies, as on 30 September 2023 is as follows:

Sr. No.	Particulars	Amount in INR
1.	Raymond Limited	32,03,52,90,276
2.	Raymond Consumer Care Limited	10,42,72,580
3.	Ray Global Consumer Trading Limited	57,37,497

XII. DETAILS OF SHARE CAPITAL/ DEBT RESTRUCTURING, IF ANY

• A. Upon the Scheme becoming effective and upon vesting of the Lifestyle Business Undertaking of the Demerged Company into the Resulting Company, the Resulting Company shall issue 5,32,58,984 fully paid-up equity shares of INR 2 each to the equity shareholders of the Demerged Company.

• B. Upon this Scheme becoming effective and upon amalgamation of the Transferor Company into the Transferee Company in terms of this Scheme, the Transferee Company shall issue 76,64,644 fully paid-up equity share of INR 2 each to the equity shareholders of the Transferor Company in proportion of their holding in the Transferor Company.

• C. On the Scheme becoming effective, the equity shares of the Transferee Company held by the Transferor Company shall stand cancelled. Accordingly, the share capital of the Transferee Company shall stand reduced to the extent of the face value of shares held by the Transferor Company in the Transferee Company.

• D. Upon the Scheme becoming effective, the authorized share capital of the Resulting/ Transferee Company shall automatically stand increased by the authorized share capital of the Transferor Company amounting to INR 10,40,00,000 (Indian Rupees Ten Crores Forty Lakhs) divided into 5,20,00,000 (Five Crores Twenty Lakhs) Equity Shares of INR 2 (Indian Rupees Two) each. Hence, pursuant to the Scheme and after the Scheme becomes effective, the authorized share capital of the Transferee Company will be INR 13,43,00,000 (Indian Rupees Thirteen Crores Forty-Three Lakhs) divided into 6,71,50,000 (Six Crores Seventy-One Lakhs Fifty Thousand) Equity Shares of INR 2 (Indian Rupees Two) each.

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• E. The Scheme does not involve any debt restructuring and therefore the requirement to disclose details of debt restructuring is not applicable.

XIII. VALUATION REPORT AND FAIRNESS OPINION

Background

• A. The Share Exchange Ratio for the Composite Scheme of Arrangement has been fixed on the basis of the Joint valuation report dated 27 April 2023 issued by KPMG Valuation Services LLP, Registered Valuer and BDO Valuation Advisory LLP, Registered Valuer. The valuation has been done in accordance with internationally accepted valuation standards.

• B. For the purposes of valuation for the proposed demerger of the Demerged Undertaking from the Demerged Company to the Resulting Company and the following weights to the valuation methodologies have been provided:

Valuation approach	Lifestyle Business Undertaking	Lifestyle Business Undertaking	RCCL	RCCL
	Value per share (INR)	Weights	Value per share (INR)	Weights
Income Approach	1,157	50%	NA	0%
Market Approach	1,199	50%	NA	0%
Assets Approach	156	0%	1,439	100%
Value per share	1,178	100%	1,439	100%
Exchange Ratio (Rounded off)	0.8

• C. For the purposes of valuation for the proposed merger of the Transferor Company with the Transferee Company, the following weights to the valuation methodologies have been provided:

Valuation approach	RG	RG	RCCL	RCCL
	Value per share (INR)	Weights	Value per share (INR)	Weights
Income Approach	NA	0%	NA	0%
Market Approach	NA	0%	NA	0%
Assets Approach	2,927	100%	1,439	100%
Value per share	2,927	100%	1,439	100%
Exchange Ratio (Rounded off)	2.0

• D. A copy of the joint valuation report dated 27 April 2023 issued by KPMG Valuation Services LLP, Registered Valuers (IBBI Registration No. IBBI/RV-E/06/2020/115) and BDO Valuation Advisory LLP, Registered Valuers (IBBI Registration No. IBBI/RV-E/02/2019/103) recommending the Share Exchange Ratio (‘Valuation Report’), in connection with the Scheme along with clarificatory letters to the queries raised by the stock exchanges are annexed as ‘Annexure VIII’ .

• E. A copy of the fairness opinion report dated 27 April 2023 issued by ICICI Securities Limited, an Independent SEBI Registered Merchant Banker, confirming that the Share Exchange Ratio is fair and proper is annexed as ‘Annexure IX’ .

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XIV. INFORMATION PERTAINING TO UNLISTED COMPANIES INVOLVED IN THE SCHEME IN THE FORMAT SPECIFIED FOR ABRIDGED PROSPECTUS

Information pertaining to the unlisted companies involved in the Scheme, i.e. the Resulting Company/ Transferee Company and the Transferor Company in the format specified for abridged prospectus as provided in SEBI Circular No. SEBI/HO/CFD/ SSEP/CIR/P/2022/14 dated 4 February, 2022 read with Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 along with certificates issued by ICICI Securities Limited, an Independent SEBI Registered Merchant Banker certifying the adequacy of disclosures are annexed as ‘Annexure X and Annexure XI’ .

XV. SHAREHOLDING PATTERN

A. The pre/ post-scheme shareholding pattern of the parties to the Scheme:

(i) Company

The pre & post scheme shareholding pattern of the Demerged Company is as follows:

Shareholding pattern – Equity Shares	Pre	Pre	Post	Post
Category	No. of Shares	% of holding	No. of Shares	% of holding
Promoter	3,26,91,134	49.11	3,26,91,134	49.11
Public	3,38,20,657	50.80	3,38,82,597	50.89
Custodian	61,940	0.09	-	-
TOTAL	6,65,73,731	100.00	6,65,73,731	100.00

(ii) Resulting Company/ Transferee Company

The pre & post scheme shareholding pattern of the Resulting Company/ Transferee Company is as follows:

Shareholding pattern – Equity Shares	Pre	Pre	Post	Post
Category	No. of Shares	% of holding	No. of Shares	% of holding
Promoter	1,49,00,000	100.00	3,34,36,073	54.88
Public	-	-	2,74,87,555	45.12
Custodian	-	-	-	-
TOTAL	1,49,00,000	100.00	6,09,23,628	100.00

(iii) Transferor Company

The pre & post scheme shareholding pattern of the Transferor Company is as follows:

Shareholding pattern- Equity Shares	Pre	Pre	Post	Post
Category	No. of Shares	% of holding	No. of Shares	% of holding
Promoter	71,31,461	97.40	NA as merged entity
Public	1,90,739	2.60
Custodian	-	-
TOTAL	73,22,200	100.00

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B. Pre/ post Scheme capital structure of the parties to the Scheme

(i) Company

The pre-scheme capital structure of the Company is given in Paragraph IV(A)(v) above. The post scheme indicative capital structure of the Company will be as follows:

Particulars	Amount in INR
Authorised Capital
9,00,00,000 Equity Shares of INR 10 each	90,00,00,000
1,00,00,000 Preference Shares of INR 10 each	10,00,00,000
Total	1,00,00,00,000
Issued Subscribed and Paid-up Capital
6,65,73,731 Equity Shares of INR 10 each	66,57,37,310
Total	66,57,37,310

(ii) Resulting Company/ Transferee Company

The pre-scheme capital structure of the Resulting Company/ Transferee Company is given in Paragraph IV(B)(v) above. The post scheme indicative capital structure of the Resulting Company/ Transferee Company will be as follows:

Particulars	Amount in INR
Authorised Capital
6,71,50,000 Equity Shares of INR 2 each	13,43,00,000
Total	13,43,00,000
Issued Subscribed and Paid-up Capital
6,09,23,628 Equity Shares of INR 2 each	12,18,47,256
Total	12,18,47,256

(iii) Transferor Company

The pre-scheme capital structure of the Transferor Company is given in Paragraph IV(C)(v) above. Post-scheme capital structure of the Transferor Company is not applicable as the Transferor Company will be dissolved without winding up pursuant to the Scheme.

XVI. AUDITORS CERTIFICATE ON CONFORMITY OF ACCOUNTING TREATMENT IN THE SCHEME WITH ACCOUNTING STANDARDS

The respective Statutory Auditors of the Company and the Resulting Company/ Transferee Company have confirmed that the accounting treatment in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013 and other Generally Accepted Accounting Principles in India.

XVII. DETAILS OF ASSETS AND LIABILITIES OF DEMERGED UNDERTAKING TRANSFERRED TO THE RESULTING COMPANY

The details of the assets and liabilities of the Demerged undertaking which would be transferred to the Resulting Company as on the appointed date viz. 1 April 2023 are provided below:

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Particulars	As on 1 April 2023 (INR in Crores)
I- Assets (a) Property plant and equipment (b) Intangibles (c) CWIP Including Intangibles under development (d) Investment Properties (e) Investment in Subsidiaries, Associates and Joint venture (f) Other Investment (g) Inventories (h) Trade receivables (i) Cash and Bank balance including cash equivalents (j) Other Assets (k) Deferred tax (l) Income Tax	711.02 0.21 16.78 - 179.10 48.03 1,256.16 516.18 18.60 527.49 189.69 -
Total Assets	3463.26
II-Liabilities (a) Borrowings (b) Trade Payables (c )Other Liabilities	1,685.58 721.91 1,050.68
Total Liabilities	3,458.17

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XVIII. DETAILS OF ASSETS AND LIABILITIES OF THE TRANSFEROR COMPANY TRANSFERRED TO THE TRANSFEREE COMPANY

The details of the assets and liabilities of the Transferor Company which would be transferred to the Transferee Company as on the appointed date viz. 1 April 2023 are provided below:

Particulars	As on 1 April 2023 (INR in Crores)
I. ASSETS (1) Non-Current assets (a) Investment in subsidiaries (b) Other financial assets Total Non-Current Assets (2) Current assets (a) Financial assets (i) Cash and cash equivalents (ii) Other current assets Total Current Assets TOTAL ASSETS (A) II. LIABILITIES (1) Current Liabilities (a) Financial Liabilities (i) Borrowings (ii) Trade Payables (iii) Other financial liabilities (b) Other current liabilities Total Current Liabilities Total Liabilities (B) NET ASSETS (A-B)	10.35 0.00
	10.35
	0.04 0.00
	0.05
	10.40
	0.10 0.05 0.40 0.00
	0.55
	0.55
	9.85

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XIX. DETAILS OF ASSETS AND LIABILITIES OF THE COMPANY PRE AND POST ARRANGEMENT

The details of the assets and liabilities of the Company pre and post Arrangement are provided below:

provided below:
Particulars	Pre Arrangement (INR inCrores)	Post Arrangement (INR inCrores)
I- Assets (a) Property plant and equipment (b) Intangibles (c) CWIP Including Intangibles under development (d) Investment Properties (e) Investment in Subsidiaries, Associates and Joint venture (f) Other Investment (g) Inventories (h) Trade receivables (i) Cash and Bank balance including cash equivalents (j) Other Assets (k) Deferred tax (l)IncomeTax	1,255.27 0.21 28.91 4.13 457.47 1,087.88 1,950.56 579.57 260.71 718.31 186.61 70.56	544.25 - 12.12 4.13 278.37 1,039.85 694.39 63.39 242.11 190.84 (3.08) 70.56
Total Assets	6600.19	**3136.94 **
II-Liabilities (a) Borrowings (b) Trade Payables (c )Other Liabilities	1,846.37 1,331.79 1,169.55	160.79 609.88 118.86
Total Liabilities	4,347.71	889.53

XX. IMPACT OF ARRANGEMENT ON REVENUE GENERATING CAPACITY OF THE COMPANY

The business presently undertaken by the Company (directly and indirectly) comprises of the lifestyle business and the non-lifestyle business both of which have different requirements and are operated independent of each other as separate business verticals.

The segregation of the lifestyle business undertaking would not impact the revenue generating capacity of the remaining business of the Company related to the non-lifestyle business. Further, the demerger would unlock value of each business vertical of the Company thereby enhancing its business operations with more efficient management control and independent strategies thus positively impacting its revenue generating capacity of the non-lifestyle business.

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XXI. BRIEF DETAILS OF BUSINESS TRANSFER AGREEMENT BETWEEN RCCL AND GODREJ CONSUMER PRODUCTS LIMITED

The Resulting/ Transferee Company had entered into a Business Transfer Agreement ("BTA") with respect to transfer of its identified assets of its FMCG Business ("FMCG Business") along with all the employees and worldwide rights and ownership in the marks Park Avenue, KS, Kamasutra & Premium to Godrej Consumer Products Limited through a slump sale on a going concern basis for a consideration of INR 2,825 Crores subject to applicable terms & conditions as set out in the BTA.

The condom manufacturing plant at Aurangabad along with connected employees, excluded assets, excluded contracts and excluded liabilities have been retained by the Resulting/ Transferee Company and are not transferred to Godrej Consumer Products Limited pursuant to the BTA.

XXII. DETAILS OF PREVIOUS SCHEME OF ARRANGEMENT FILED, OBSERVATIONS OF SEBI AND REASONS FOR WITHDRAWING SCHEME

The Company had previously filed a Scheme of Arrangement for demerger of Real estate business of the Company into Raymond Lifestyle Limited (“demerger scheme”). The same was approved by the Board of Directors of the Company on 25 February 2022 and filed with the stock exchanges on 10 March 2022. The observation from the stock exchanges was received on 11 August 2022.

The Company, however, did not file the said demerger scheme with the Tribunal. At that point in time, the management of the Company was contemplating segregation of real estate business from the Company for fund raising purposes. However, in the current scenario, the management of the Company has proposed complete reorganisation of Raymond group by segregation of the Lifestyle Business from Raymond Limited i.e., the present Scheme. Therefore, there was no need to continue the demerger scheme and accordingly, on 27 April 2023, the Board of Directors of the Company approved inter alia withdrawal of the demerger scheme.

XXIII. IMPACT OF ONGOING DISPUTE BETWEEN PROMOTERS OF THE COMPANY ON THE SCHEME AND FUTURE PROSPECTS OF THE COMPANY AND THE RESULTING COMPANY/ TRANSFEREE COMPANY

The ongoing matrimonial dispute between promoters of the Company shall not have any bearing on the Scheme and future prospectus of the Company and the Resulting Company / Transferee Company.

XXIV. APPROVALS AND INTIMATIONS IN RELATION TO THE SCHEME

• A. In terms of Regulation 37 and Regulation 59A of the SEBI Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20 June 2023 and SEBI Master Circular No. SEBI/HO/DDHS/PoD1/P/CIR/2023/108 dated 29 July 2022 (updated as on 30 June 2023) (‘SEBI Master Circular’), BSE and NSE, by their respective Observation Letters dated 01 December 2023, have conveyed ‘no adverse observations/ no-objection’ on the Scheme. Copies of the said letters issued by BSE and NSE are annexed hereto as ‘ Annexure XII and XIII’ respectively. Further, in terms of the said SEBI Master Circular, the Company has not received any complaint

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relating to the Scheme and ‘NIL’ complaints reports were filed by the Company with BSE and NSE, copies of which are annexed hereto as ‘Annexure XIV and Annexure XV ’. As per the requirements of above Observation Letters, details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Company, its promoters and directors are annexed hereto as ‘Annexure XVI’ .

• B. A copy of the Scheme has been filed by the Company, the Resulting Company/ Transferee Company and the Transferor Company with the Registrar of Companies, Pune and Mumbai.

• C. The notice of the Meeting along with the copy of the Scheme in the prescribed form, will be served on all concerned authorities in terms of the Tribunal Order.

• D. All approvals as stated in Clause 32 (Conditionality of the Scheme) of the Scheme, in order to give effect to the Scheme will be obtained. Additionally, the Company, the Resulting Company/ Transferee Company and the Transferor Company will obtain such approvals / sanctions / no objection(s) from the regulatory or other governmental authorities in respect of the Scheme in accordance with law, as may be required.

XXV. INSPECTION OF DOCUMENTS

In addition to the documents annexed hereto, the electronic copy of following documents will be available for inspection in the investors section of the website of the Company at www.raymond.in:

• A. Unaudited standalone and consolidated financial results (limited reviewed) of the Company for the quarter and half year ended 30 September 2023;

• B. Audited Financial Statements of the Resulting Company/ Transferee Company for the

• half year ended 30 September 2023;

• C. Audited Financial Statements of the Transferor Company for the half year ended 30 September 2023;

• D. Copy of the Tribunal Order;

• E. Copy of the Composite Scheme of Arrangement;

• F. Certificate of the Statutory Auditor of the Company, confirming that the accounting treatment prescribed under the Scheme is in compliance with Section 133 of the Act and other Generally Accepted Accounting Principles in India;

• G. Memorandum and Articles of Association of the Company, the Resulting Company/ Transferee Company and the Transferor Company;

• H. Joint valuation report issued by KPMG Valuation Services LLP, Registered Valuers and BDO Valuation Advisory LLP, Registered Valuers;

• I. Fairness opinion issued by ICICI Securities Limited, an Independent SEBI Registered Merchant Banker;

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• J. Observation letters 01 December 2023 issued by BSE and NSE respectively;

• K. Report of the Board of Directors of the Company, the Resulting Company/ Transferee Company and the Transferor Company pursuant to Section 232(2)(c) of the Act;

• L. Report of the Audit Committee and Committee of Independent Directors of the Company recommending the Scheme;

• M. Complaint report submitted by the Company to BSE and NSE;

• N. All other documents displayed on the Company’s website i.e., www.raymond.in in terms of the SEBI Circular;

• O. All other documents referred to or mentioned in the Statement to this Notice.

Based on the above and considering the rationale and benefits, in the opinion of the Board, the Scheme will be of advantage to, beneficial and in the interest of the Company, its shareholders, creditors and other stakeholders and the terms thereof are fair and reasonable. The Board of Directors of the Company recommend the Scheme for approval of the Equity Shareholders.

For Raymond Limited Sd/Shantilal Pokharna Chairperson appointed by the Tribunal for the Meeting

Thane, Thursday, 25 January 2024

Registered Office: Plot No 156/H.No. 2, Village Zadgaon, Ratnagiri – 415612, Maharashtra CIN: Ll7117MH1925PLC001208 Website: www.raymond.in E-mail: corp.secretarial@raymond.in Tel.: 02240367000

40

ANNEXURE I

COMPOSITE SCHEME OF ARRANGEMENT

BETWEEN

RAYMOND LIMITED ("RL'' or the "DEMER GED COMP ANY")

AND

RAYMOND CONSUMER CARE LIMITED ("RCCL" or the "RESULTING COMP ANY" or the "TRANSFEREE COMP ANY")

AND

RAY GLOBAL CONSUMER TRADING LIMITED ("RG" or the "TRANSFEROR COMP ANY")

AND

THEIR RESPECTIVE SHAREHOLDERS

UNDER SECTIONS 230 TO 232 READ WITH SECTION 66 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

(A) BACKGROUND

I. RAYMOND LIMITED ("RL" or the "Demerged Company") bearing CIN - Ll7117MH1925PLC001208 is a public listed company incorporated on 10 September 1925 under Indian Companies Act, 1913 and having its registered office at Plot No 156/H.No. 2, Village Zadgaon, Ratnagiri - 415 612, Maharashtra. RL is a leading Indian textile, lifestyle and branded apparel company with a wide network of operations in local as well foreign markets. RL is also engaged in development of residential/ commercial real estate projects. The equity shares of RL are listed on the BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"). The Non-Convertible Debentures ("NCDs") (refer Schedule A) of RL are listed on the Negotiated Trade Reporting Platform ofNSE.

II. RAYMOND CONSUMER CARE LIMITED ("RCCL" or the "Resulting Company" or the "Transferee Company") bearing CIN - U74999MH2018PLC316288 is an unlisted public company incorporated on 25 October 2018 under Companies Act, 2013 and having its registered office at Plot G-35 & 36, MIDC Waluj Taluka, Gangapur, Aurangabad - 431136, Maharashtra. RCCL is engaged primarily in the business of manufacture and sale of condoms and marketing offastmoving consumer goods. RCCL is a wholly owned subsidiary of Ray Global Consumer Trading Limited.

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ANNEXURE II

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94

Walker Chandiok &_Co LLP

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Walker Chandiok & Co LLP 16th Floor, Tower Ill, One International Center, S B Marg, Prabhadevi (W), Mumbai - 400013 Maharashtra, India T +91 22 6626 2699 F +91 22 6626 2601

Independent Auditor's Review Report on Consolidated Unaudited Quarterly Financial Results and Year to Date Results of the Company pursuant to the Regulation 33 and Regulation 52 read with Regulation 63 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations·, 2015 (as amended)

To the Board of Directors of Raymond Limited

( '

1. We have reviewed the accompanying statement of unaudited consolidated financial results ('the Statement') of Raymond Limited ('the Holding Company') and its subsidiaries (the Holding Company and its subsidiaries together referred to as 'the Group'), its associates and joint ventures (refer Annexure 1 for the list of subsidiaries, associates and joint ventures included in the Statement) for the quarter ended 30 September 2023 and the consolidated year to date results for the period 01 April 2023 to 30 September 2023, being submitted by the Holding Company pursuant to the requirements of Regulation 33 and Regulation 52 read with Regulation 63 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ('Listing Regulations').

2. This Statement, which is the responsibility of the Holding Company's management and approved by the Holding Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting ('Ind AS 34'), prescribed under section 133 of the Companies Act, 2013 ('the Act'), and other accounting principles generally accepted in India and is in compliance with the presentation and disclosure requirements of Regulation 33 and Regulation 52 read with Regulation 63 of the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the Standards on Auditing specified under section 143(10) of the Act, and consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the SEBI Circular CIR/CFD/CMD1/44/2019 dated 29 March 2019 issued by the SEBI under Regulation 33 (8) of the Listing Regulation, to the extent applicable.

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Offices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkala, Mumbai, New Delhi, Noida and Pune

Chartered Accountants

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office al L-41, Connaughl Circus, Outer Circle, New Delhi, 110001, India

95

Raymond Limited

Independent Auditor's Review Report on Consolidated Unaudited Quarterly Financial Results and Year to Date Results of the Company pursuant to the Regulation 33 and Regulation 52 read with Regulation 63 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

1. Based on our review conducted and procedures performed as stated in paragraph 3 above and upon consideration of the review reports of the other auditors/ Independent firm of Chartered Accountants referred to in paragraph 5 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in Ind AS 34, prescribed under section 133 of the Act, and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in accordance with the requirements of Regulation 33 and Regulation 52 read with Regulation 63 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including the manner in which it is to be disclosed, or that it contains any material misstatement.

2. We did not review the interim financial results / interim consolidated financial results of nine subsidiaries included in the Statement, whose financial information reflects total assets of z 220,961 lakhs as at 30 September 2023, and total revenues of z 73,631 lakhs and z 143,065 lakhs, total net profit after tax of z 1,600 lakhs and z 4,746 lakhs, total comprehensive income of z 1,470 lakhs and z 4,722 lakhs, for the quarter and year-to-date period ended on 30 September 2023, respectively, and cash flows (net) of z (2,233) lakhs for the period ended 30 September 2023, as considered in the Statement. The Statement also includes the Group's share of net profit after tax oH 110 lakhs and z 103 lakhs and total comprehensive income oft 6,103 lakhs and z 30,668 lakhs (total comprehensive income of z 159 lakhs and z 154 lakhs after eliminating inter company transaction) for the quarter and year-to-date period ended on 30 September 2023, respectively, as considered in the Statement, in respect of two associates, whose interim financial information have not been reviewed by us. These interim financial results / interim consolidated financial results have been reviewed by other Auditors / Independent firm of Chartered Accountants whose review reports have been furnished to us by the management, and our conclusion in so far as it relates to the amounts and disclosures included in respect of these subsidiaries/ associates is based solely on the review reports of such other Auditors / Independent firm of Chartered Accountants and the procedures performed by us as stated in paragraph 3 above.

Our conclusion is not modified in respect of this matter with respect to our reliance on the work done by and the reports of the other Auditors/Independent firm of Chartered Accountants.

• The Statement includes the interim financial information of four subsidiaries, which have not been reviewed by their auditors, whose interim financial information reflects total assets of z 180 lakhs as at 30 September 2023, and total revenues of z Nil and z Nil, net loss after tax of z 8 lakhs and z 2 lakhs, total comprehensive income/ (loss) of z 1 lakhs and z (3) lakhs for the quarter and year-to-date period ended 30 September 2023 respectively, cash flow (net) of z (2) lakhs for the period ended 30 September 2023 as considered in the Statement. The Statement also includes the Group's share of net loss after tax of z 3 lakhs and z 3 lakhs, and total comprehensive income of z 37 lakhs and z 53 lakhs for the quarter and year-to-date period ended on 30 September 2023 respectively, in respect of four associates and two joint ventures, based on their interim financial information, which have not been reviewed by their auditors, and have been furnished to us by the Holding Company's management. Our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, associates and joint ventures, are based solely on such unreviewed interim financial information. According to the information and explanations given to us by the management, these interim financial information are not material to the Group.

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Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

Chartered Accountants

Offices in Bengaluru, Chandigaih, Chennai. Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, Naida and Pune

96

Raymond Limited

Independent Auditor's Review Report on Consolidated Unaudited Quarterly Financial Results and Year to Date Results of the Company pursuant to the Regulation 33 and Regulation 52 read with Regulation 63 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

Our conclusion is not modified in respect of this matter with respect to our reliance on the financial information certified by the respective Board of Directors.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm� 001076N/N500013

Adi P. Sethna Partner Membership No. 108840

UDIN: 23108840BGYAZR9827

Place: Mumbai

Date: 08 November 2023

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Olfices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-20B5 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

Chartered Accountants

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Raymond Limited Independent Auditor's Review Report on Consolidated Unaudited Quarterly Financial Results and Year to Date Results of the Company pursuant to the Regulation 33 and Regulation 52 read with Regulation 63 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

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Annexure 1

List of entities included in the Statement

Subsidiary Companies

• Raymond Apparel Limited

• Colorplus Realty Limited

• Pashmina Holdings Limited

• Everblue Apparel Limited

• JK Files & Engineering Limited (Formerly known as JK Files (India) Limited) (Consolidated)

• Silver Spark Apparel Limited (Consolidated)

• Celebrations Apparel Limited

• Raymond (Europe) Limited

• Jaykayorg AG

• Raymond Woollen Outerwear Limited

• Raymond Luxury Cottons Limited

• Raymond Lifestyle Limited (Consolidated)

• Raymond Lifestyle (Bangladesh) Private Limited

• Raymond America Apparel Inc

Associates

• P.T. Jaykay Files Indonesia

• J.K. lnvesto Trade (India) Limited (Consolidated)

• Ray Global Consumer Trading Limited

• Raymond Consumer Care Limited

• Ray Global Consumer Products Limited

• Ray Global Consumer Enterprise Limited

• Radha Krshna Films Limited

Joint Ventures

• Raymond UCO Denim Private Limited

• UCO Tesatura S.r.l.

• UCO Raymond Denim Holding NV

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Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

Chartered Accountants

Offices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, Naida and Pune

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Roglslerod Office: Plot No.158.ni No.2, Vllago Zadgaon, Rslneg!rl 415 612 (Maharuhtta)

CIN:L 17117MH 1925PLC001208

Email: corp.secretarial@raymondJn; Wobslte: www.raymond.in Tel: 02352-232514, Fa'l: 02352-232513; Corporate Offlco Tel: 022�03◄9999, Falt 022-24939036

A. STATEMENT OF CONSOLIDATED UNAUDITED FIHANCIAL RESULTS FOR THE QUARTER/HALF YEAR ENDED 30TH SEPTEMBER 2023

						(' In lakhs unless	olhor.se slated)
Sr. No.	Partlculort	30.09.:023	Quarter ended 30.08,2023	30,09.2022	H"lf vear 30,09,2023	ended 30.01.2022	Year ended 31,03.2023
		(Unaudited}	(Unaudited)	(Unaudltod)	(Unaudited)	(Unaudi1ed)	(Audlled)
1	lncomo
	a) Revenue from oprat!om b) Other Incme Total Income	2253-0 6726 232066	177146 552 182648	216824 2261 219085	402486 12228 414714	389638 4887 394525	821472 12226 833698
2	Expenses
	e) Cost of malerial1 consumed	3304	48457	48085	81461	0481S	168570
	b) Purchases of stock-ln-lfade c) Changes In invenlories of finished gods, vrk-ln- pcogress, stock-ln-ltade and poperty under develment	65472 (18432)	31053 (10705)	58772 123795)	96525 (27137)	10367 (47833)	183019 (51758)
	d) Employee benefits	28382	28431	25551	56813	49812	102420
	e) Finance costs	8928	7947	6340	16875	122S3	25726
	f) Depreciation end amortisation g) Olhar expanses	•6537 .	5972	5750	1259	11590	23535
	• Manufacturing and oparalJng (SlOres and sparos consumed, powr and fuel.job wf charges, cntract labour, 1lG/·	23355	22430	24283	45785	47292	90B89
	• Costs toards devalopmanl of proprty -Othars	26449 33846	1on3 27044	24001 28431	37222 60690	45243 55598	90298 117991
	Total Exponses	209341	171402	195418	3807'3	359137	750712
3 4 5 6 7 8	Ptont before shar• In nel profil of Assoclatu •nd Joint ventures, exceptional Items and ta• (1•2) Share In Profit of Associates and Jont ventures {Refer note 11) Profll beforo txcepllonal Items and tax (3+4) Excptional llem, • (loss) (nel) (Refer note 2) Proft before 1al (5+8) Ta> (e1pense)/ credit Current Tax for thO perio /year Deferred Tax for the perio I year Ad)uslmenta 10 taxes recn.sed in respect of earilr periodyear (rerer note 6 and 7)	22725 765 23490 (231) 21189 15498) 425	11248 99043 110289 (941) 169348 1260) (M)	23667 673 24240 (958) 23282 (4768) (2329)	33971 99808 133779 (3242) 130537 (8098) 351	35388 617 36085 (958) 35127 (7183) (355)	82908 1641 84447 (10715) 73732 13582) (910)
	Current Tax						2743
9 10	Defotrad Tax Total Tax Expense& (net) Nal Prom for lhe portod I year (7+8) Olh1r Comprehensive Income I (LoH) (Including shore In euaclates and joint venture.)	(573) 18116	(28741 10 74	(7087) 16195	(7747) 122790	(107391 2'388	(10093) (0036) 53�8
(I) (0) 11	Items lhal w11 not b mclasslried lo profit or loss• galo {not of ll} l!ems tat will ba redasslfled to proft or loss {net of tax) Total Other Comprehensive Income {net al tax) Totl Comproh1nslve Income ror the period /yoar(9+10)	738 (53) 685 18101	3039 102 3141 109815	287 (378) 191) 16104	3777 49 3816 128616	1711 (884) 827 25215	4915 11853) 3062 5&758
12	Nat Prom attrlbutablt lo :
	•0MC • Non-conltoll!n interests	15978 138	106527 147	15886 310	122505 285	23975 413	5289 802
	Olher Comprehensive Income/ {Lo1) atlributab1e to: • °'1ers - Non-rontrollln Interests	684 1	3141	(91)	3825 1	827	3085 (23)
	Total Comprehen,lvc Income attibutable to : -Oera • Non-cotio ing lnlerosls	16662 139	109668 147	15794 310	126330 266	24802 413	55979 779
13	Paid-up Equity Share Capital (Refer note 9) {Foc Value •, 10- pr share)	6855	6657	6657	6655	6657	6857
14	other Equity (rovalua1/on rnervo: , NII)						283240
15	Earning, per share (of Face Valuo or, 10/· oach)
	(not annuallsod except for the year ended 31 March 2023} (R�ror note 9):
	(a) Basic (In') ib) Diluled (In')	24.01 24.01	160.01 160,01	23.6 23.86	184.04 184.04	36.01 36.01	79.45 79.45

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101

RAYMOND LIMITED

D. Consolidated Statoment of Cash Flows

Consolidated Statoment of Cash Flows
		(� in Lakhs)
	Half year ended	Half year endod
	30th September, 2023	30th September,	2022
	!OnaudleJ)	1unaua1lea1
CASH FLOW FROM OPERATING ACTIVITIES:
Profit before exceptional ltema and tax	133779	36085
Ad!ustments for:
Share in Profit or Associates and Joint ventures Bad Debts, advances, claims an deposits willen off	(99808) 35		(697)
Wrtte beck of provision for doubtful debts	(15)
Reversals towards slow moving and non moving Inventories Provision for doublful debts, advances and icenUve receivable	(1299) 162		(1606) 945
Depreciation and amortisation	12509		11590
Apportioned Inome from goverment grants Net proft on disposal of prope�, plant and equipment/ discarded	(288) (181)		(309) (53)
Net gain on sale / fair valuaUon of Investments	(4420)		(824)
Impairment of property. plant and equipment (net)	6
Finance costs	16875		12253
Interest Income	(4508)		(1515)
Dividend Income Employ,: ·ltock option expenses	,_,(27) 840		(26) 2
Loss/(Gain) on exlingulshment of lease liabilities (net) Excess provision wtten back	(125) (2)		15 (204)
Exceptional Items (excluding non cash Items) (Refer note 2):
- Relrenchmenl compensation and VRS	(3242)		(598)
- Insurance Claim received			1109
Oporaling profit before working capital changes	50291		56167
Ad!ustments for:
Increase in trade and other receivables	(54712)	(23154)
Increase In Inventories	(28657)	(50201)
Increase In trade and other payables and provisions	17633		20117
Cash generated from / (used In) operations	*115445*		2929
Direct taxes (paid)	(4381)		(4639)
Net cash used In operating activities - [Al	(19826)		(1710)
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipmenV Intangible assets including Capital Work-In­ Proress and Intangible assets unde development	(10381)		(4820)
Sale proceeds from disposal or property, plant and equipment	1154		1036
Proceed from redemption of non-urronl Investments Payent towards buy back of shares In subsidiary lo non controlling Interest Investment In Treasury shres by ESOP trust ( refer note 9) Fixed deposits wth banks (net)	4157 (1911) (379) 35		(7159) 7573
(Purchase) /sale of current Investments (net)	(30667)		12989
lnteresllncome received	2843		1383
Dividend Income received	27		26
Net cash generated from/ (used In) Investing activities - [BJ	(5122)		11028
CASH FLOW FROM FINANCING ACTIVITIES:
Diviend paid (Including unclaimed dividend)'	(2010)		(2007)
Finance costs paid Proceeds from non-current brrowins	(12626) 180219		(949) 29786
Finance costs paid on lease obligations	(1908)		(1265)
Repayment of lease obligations	(4442)		(3665)
Repayment of non-current borrowings Proceods(Repayenl) from curent brrowings (net)	(80813) (24312)	(31686) 4819
Net cash (used In)/ genorated from financing activities - [CJ	54108	113514
Net decrease In cash and cash equivalents• [A+B+C]	(840)		(4196)

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RAYMOND LIMITED
Consolldnled Statement of Cash Flows
(' in lekhs)
Half year ended Half year ended
30th Soptembor, 2023 30th September, 2022
Add: Cash and cosh oqulvalents ot bog Inning of tho year(') 17124 16169
Cash and cash equivalents at end of tho year (not) 16284 11973
'no\ of overdrawn bank balances
(, in Lekhs)
As at Asal
30th Scetember1 2023 30th September, 2022
Cash and cash equlvalonts above comprlsos of the following
Cash and cash equivalents 16463 12266
Less:- Overdrawn bank balances (179) (293)
Net cash and cash equivalents 16284 11973
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103

E{I). Addltlonal Disclosures as per Rogulatlon 52{4) of Socurltloe and Exchange Board ol lndla (Listing Obligations and Disclosure Requirements) Regulallons, 2015

Sr.No.	Partlculors		Quarter ended		Half yoar ondod	Half yoar ondod	Vear ended
		30.09.2023	30.06.2023	30.09.2022	30.09.2023 30,09.2022		31.03.2023
		(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited) (Unaudited)		(Audited)
1	Debt• Equity ra!lo (tmes)	0.69	0.69	0,80	0.69	0,80	0.7t
	[Total Debi/ Equllyl
2	Debt Service Coverage raUo {times) (Earings before nnance csts, depredation Md amortlsaUon,	1.18	0.80	0.80	1.57	1.17	1.82
	oxcepllonal Items, Share of profit of associate and joint venture and tax
	(E8ITOA) / (Flnance costs for the period/year+ Pr1nclpal ropoyment of long-term debt and lease liablllles within one year) - Not annualized
	except for the year t1nded 31 March 2023
3	Interest Service Coveraue ratio (times) (EBITOA / Finonc costs}- Nol annuarized except for tho year ended 31	4.28	3.17	5.64	3.76	4.83	5.14
	March 2023
4	Outstandlna Redeemable Preferenco Shares
5 6 7 8 9	Debenture redemDllon reserve Caoilal redemolion resere,, In lakhs** Net Wor1h I! In lakhsl Net oroft/Clss) afler lex r, In lakhs* Basic comigs per share (In t) • Not annualised except for the yea*	1920 421567 16116 24.01	1920 40670 106674 160.01	1920 266852 16195 23.86	1920 421567 12279 184.04	1920 266852 24388 36.01	1920 298398 53696 79.45
	onded 31 March 2023
10	Diluted eamlngs per she re (in ')•Not onnual!sed excopt for the yosr ended 31 Marc 2023	24.01	160.01	23.86	184.04	36.01	79.45
11 12	Current rolio (times) Cumnt assets_I_Current llabilltlesl Lon(·i�rm dobl to working capital (limes) ( Nen-cumml Borrowngs + Current maluritios of long-torm borrowing!)/ Net working capttal excuding Curront maturities of kg-term borrowings]	1.77 0.84	t.77 0.90	1.31 0.98	1.77 0.84	1,31 0,98	1.33 0.85
13 14 15	Bad debts to accounts receiable rall (o,l (Gross Bad debts/ Averaoe trado receivabla°l Current fbllly ratio (o,) lCUrrent 1/abQities / Total liobiUties} Total debl to total assets ratio(%) flShort-term debt+ Lona term debt/ Total Assets!	0.02% 55.38% 27.6%	0.02¼ 5.35'o 2s.1•1	0.00o, 71.06'/ 27.00o.	0.04%I' 55.38% 27.61%	0.00'/o 71.06'/4 27.00%	6.16% 72.16% 26.0%
16 17	Debtors Turnover (limes) lrlRevenue from oneratlns / Averane trade rcclvable\1 � Anmiallsed Invento Turnover (tims) ( Cost of Goods Sold/ Average lnventoJ)l- Annualised (Cost of Goo sold . Cost of materials consumed tPurchases of stock-In- trade + Changes In Inventories of nnlshed gods, sloc-ln-lrade, work�l- prgress and property undor development+ Mnuracluring and operaUng exaenses+Cosls towards develooment*_of_ororrru*	9.49 1.93	9.53 1.58	9.62 2.16	6.48 1.77	8.10 2.03	10.16 2.13
18 19	Operating Margin ('1 %) lllEBITDA • Other lncomel / Revenue from oorolionsl Nol Profit Margin(%) IfProfit eflor tax/ Revenue from ooertionsl	13.96•/4 7.15%	11.t0% 60.22%	15.45% 7.47%	12.70% 30.61%	13.95% 6,26%	14.60% 0.54o,
(Ill	Disclosures as per Rtgulatlon 54 of Securities end Exchange Board of India (Listing Obllgatlons end Disclosure			Requirements) Regulations, 2015
	ParUculars	ISIN		Asset Cover	*Ratio Olmos*
	9.50% se,les 'L' Secured listed Rated Redeemable No-Convertible	INE301A0701 t	30.09.23	30.06.23	31.03.23	30.09.22
	Debentures 8.80% Series "M' Secured lislod Rated Relemable Non-Conver1Ible	INE301A07029			1.31	1.37
	Debentures
	8.85% Series 'N' Secured listed Rated Redeemable Non-Convertible Debentures 9.00% Se1les 'P' SoCJred Listed Rated Reeemabe Non-Convertble Debentures 7 .60% Serles•a·SCJred Lis led Rated Redeemable Non-onverUble Debentures	INE301A07045 INE301A07060 INE30tA07078	1.96 2.22	2.00 2.27	2.05 2.32	1.98 2.50 6.68

• a) The follow'.ng def!nillon has been con!l dered for the purpose of computation of Anet Cover Ratio: (I) Asset cover ratio : Market value of secured assets/ Value of Secured Listed Roted Redeemable Non-convertible Debenlures

• (II) Marl<et value of socured assets: Market value o_f assets secured, es per \ho vak.Jation report issued lJy value,, against the outstanding Secured Listed Rated Redeemable Non-convertible Debentures; (iii) Velue or Secured Llstod Raled Redeemable Non-<:onve,tible Debentures: Outstanding value of lhe Secured Listed Rated Redeemable Non-Convertible Debentures and Secured borrowings and coupon lnlorest oc:cruod but not due on lhe Socured listed Rated Redeemable Non-Convertible Debentures and Secured borrowings es at 30 September 2023.

• b) Asset cover ratio shalt be at least 1.25 times of seeured assets as per the terms of Information Memorandum and/or Debenture Trust Deed for all series ol Secured Lfl;ted Rated Redccmablo Non­ Convertible Debentures except fO{ 9.00% Serles •p· Secured Listed Raled Redeemable Non-Convertible Debentures where assot cover ratio shall be at least 2.00 limes of secured assets.

• c) (i) 9.60'/, Series 'L' Secured listed Rated Redeemable Non-Conver1Ible Debentures and 8.80o/, Setios 'M" Secured listed Rated Redeemable Non-Convertible Debentures are ::aecured by hypolhecation by way or pari passu charge on the Company's movabto properties (except amen! assets) includlng Its movable plant and machlneJY, machinery spares, tools and accessories end other movables, both present and future, pertaining to Jalgaon Plant Durtng the previous quorler same has beon rodeemed.

• �I) 8.65% Series 'N' Secured Listed Rated Redeemable Non-COnvertib/o Debentures Is seeured by par1 pas.3u charge!! by way or an oqullablo mortgage Sl relation to l8asoholcf rights In the piece end parcel or land along wiU1 U[,] ,e sla11ding structure thereon, ndmeasuring 404,851.27 square meters situated at Village Kharitaigaon, Chindwara and piece and parcel of land adnieasuring 71,960 square melcrs situated at Village Lodh\kheda, Chlndwara, together wilh en present and future assols, receivables and 0xtures slandlng !hereon and all things ellached lhoreto.

(ili) 9.00'.4 Series 'P' Secured Listed Rated Redeomable Non-Convertible Debentures are socured by first ranking exduslve mortoaoe on piece or parcel of land edmea$urlng 49,708.34 square meters situated at VIiiage Panchpakhadl, Thono, togelher with all buildings, erections, godowns and construction erected and standing or attached to lhe aforesaid land, bolh present and future till 24 JanUaJY 2023.

(iv) 7.60¾ Sorlos 'O' Secured Listed Rated Redeemable Non-Convertible Debentures are secuted by first porl passu charge by way of mortgage on Immovable property, plant and equlpmenl sltualed at Vepi P1ent and first parl passu charge by way of hypothecaUon on company's movable properties (except current osse1s) including Its movable plant and machlneJY, machinery spares, tools and accessories and 0U1er movables, both present and future, located al Vspl Plant till 24 January 2023 ..

(v) From 25 January 2023, 9.00[°] /4 Serles 'P' Secured Llstod Roted Redeemable Non-Convertible Debentures end 7.60o/, Series •a· Secured Listed Ralod Redoemable Non-Convertible Debentures are secured by flral pari passu charge by way of mortgage on immovable fixed assets si1uated et Vapl Plant and firtt peti passu charge by way of hypotheca\ion on Compony's movable proportJes (except current assets) including its moveblo plant and machlnel)', machinery spares, tools and accessories and other movables, both present and future, located al Vapl Plant.

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105

ANNEXURE III

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ANNEXURE IV

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Ray Global Consumer Trading Limited

CIN: U74999MH2018PLC316376

Consolidated Financial Statements for the period ended September 30, 2023

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Annexure V

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ANNEXURE VI

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ANNEXURE VII

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ANNEXURE VIII

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Annexure A

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Annexure B

April 2023

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Tel: +91 22 33321600 BDO Valuation Advisory LLP Fax: +91 22 2439 3700 The Ruby, Level 9, North West Wing www.bdo.in Senapati Bapat Marg, Dadar (W) Mumbai 400028, India

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Ref. No.: LM/Apr27-2/2023

April 27, 2023

To,

The Board of Directors The Board of Directors Raymond Consumer Care Limited Ray Global Consumer Trading Limited Plot G-35 & 36, MIDC Waluj Taluka, Gangapur, Pokhran Road No 1 Aurangabad Jekegram, Near Cadbury Junction Maharashtra – 431136 Thane Maharashtra - 400606

Dear Sir(s)/ Madam(s),

Sub: Fair Equity Share Exchange Ratio in relation to the Proposed Demerger of Lifestyle Business of Raymond limited (‘Lifestyle Business Undertaking’) and merge into Raymond Consumer Care Limited (‘RCCL’) along with Ray Global Consumer Trading Limited (‘RGCTL’)

This is with reference to BDO Valuation Advisory LLP (‘BDO’ or ‘Us’ or ‘Our’) report dated April 27, 2023 with Ref. No.: LM/Apr27-2/2023 (‘Report’) . Please find enclosed relevant computations based on which our recommendation of the fair equity share exchange ratio for the proposed demerger of Lifestyle Business Undertaking from Raymond Limited into Raymond Consumer Care Limited (‘ RCCL ’) and simultaneous amalgamation of RGCTL into RCCL on a going concern basis with effect from the proposed Appointed Date of 1 April 2023, pursuant to a Scheme of Arrangement under the provisions of Sections 230 to 232 of the Companies Act, 2013 (‘Proposed Transaction’). In this connection, we have been requested to render our professional services by way of carrying out a valuation of Lifestyle Business Undertaking, RCCL and RGCTL (together referred as the “the Companies” or “Businesses”) .

In this connection, we mention that the computations enclosed herewith need to be viewed in conjunction with the Report and the documents referred to in the Report. The recommendation of the fair equity share exchange ratio for the Proposed Transaction is arrived on by the approach and methodology detailed in the Report and various qualitative factors relevant to each specific company having regard to the information, management representations, key underlying assumptions and limitations as referred to in the Report.

Regards,

For BDO Valuation Advisory LLP

IBBI No.: IBBI/RV-E/02/2019/103

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_____ Lata R. Gujar More

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IBBI Regn No.: IBBI/RV/06/2018/10488 Partner

VRN: IOVRVF/BDO/2023-2024/1846

BDO Valuation Advisory LLP, an Indian limited liability partnership firm, is a member of BDO International Limited, a UK company limited by guarantee and forms part of the International BDO network of independent member firms.

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Annexure 1: Summary of Valuation Approaches & Methodologies used for Valuation Exercise

Company	Market Approach –	Income Approach-	Asset /Cost Approach
	CCM Method	DCF Method	– Summation Method
Lifestyle Business	✓	✓	X
RCCL	X	X	✓
RGCTL	X	X	✓

Notes:

1. For the present valuation analysis, we have considered it appropriate to apply the Income Approach and Market Approach for Lifestyle Business Undertaking and Asset approach for RCCL and RGCTL to arrive at the value of the equity shares for the purpose of the Proposed Transaction.

2. Given the nature of the businesses of the Companies and the fact that Lifestyle Business Undertaking projected financials has been provided, we have considered it appropriate to apply the DCF Method under the Income Approach to arrive at the value of the shares of the Companies for the purpose of arriving at the Equity Share Exchange Ratio.

3. We have applied Comparable Companies Multiples method under Market Approach, wherein we have considered the appropriate trading multiples of the comparable companies listed on recognized stock exchange for the valuation of Lifestyle Business Undertaking for the purpose of arriving at the Equity Share Exchange Ratio.

4. The value of RCCL is considered based on the transaction value provided by the management. The management has further informed that, transaction is agreed for all-cash consideration deal for sale/ transfer of Consumer Business to independent buyer. Therefore, for the valuation of RCCL we have considered the Summation Method under Asset Approach.

5. RGCTL is an investment holding company and it does not have any business operations other than Investment in RCCL and RGCPL. Therefore, for valuation of RGCTL Summation Method under Asset Approach is considered.

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In the light of the above, and on considering all the relevant factors and circumstances as discussed and outlined in the Report and hereinabove, in our opinion fair equity share exchange ratio for the proposed transaction of Lifestyle Business of Raymond (“Lifestyle Business Undertaking”), RCCL and RGCTL (as per the Report):

• a) In the event of demerger of Lifestyle Business Undertaking into RCCL:

Income Approach DCF Method	1,134		50%		NA		NA
Market Approach Market Price (‘CCM’) Method	1,154		50%		NA		NA
Asset/Cost Approach NAV Method	NA		NA		1,439		100%
Value Per Share		1,144				1,439
Share Exchange Ratio (Rounded off)				0.8

b) In the event of amalgamation of RGCTL with RCCL:

Income Approach DCF Method	NA		NA		NA		NA
Market Approach Market Price (‘CCM’) Method	NA		NA		NA		NA
Asset/Cost Approach NAV Method	2,927		100%		1,439		100%
Value Per Share		2,927				1,439
Share Exchange Ratio (Rounded off)				2.0

NA= Not Adopted/Not Applicable

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Recommendation:

1. Equity Share Exchange Ratio 1:

Four (4 Only) equity shares of Raymond Consumer Care Limited of INR 2/- each fully paid up for every Five (5 Only) equity shares of Raymond Limited of INR 10/- each fully paid up.

2. Equity Share Exchange Ratio 2:

Two (2 Only) equity shares of Raymond Consumer Care Limited of INR 2/- each fully paid up for every One (1 Only) equity share of Ray Global Consumer Trading Limited of INR 10/- each fully paid up.

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Annexure 2: Valuation of Lifestyle Business Undertaking as per Discounted Cash Flow Method:

We have received future financial projections of Lifestyle Business Undertaking of RL from the management of RL. RL is a leading Indian textile, lifestyle and branded apparel company with a wide network of operations in local as well as foreign markets. The Lifestyle Business Undertaking comprises of branded textiles, branded apparels, garmenting as well as B2C shirting and B2B textiles tailoring and MTM and textile manufacturing. Therefore, the future earning capability of the business is important. Accordingly, we have considered DCF Method under Income Approach for valuation of Lifestyle Business Undertaking.

DCF Analysis of Lifestyle Business Undertaking

Particulars	INR Mn
NPV of Explicit Period	18,942.7
Present Value of TV	64,544.0
Enterprise Value	83,486.7
Debt	(19,270.0)
Other Adjustments as at the Valuation Date (Note No. 1)	1,059.4
Equity Value	65,276.1
Fair Value of investment in RGCTL (47.66%)	10,214.3
Total Value of Lifestyle Business Undertaking	75,490.4
Fully Diluted No. of Equity Shares (in Mn)	66.6
Value per Equity Share (INR) (Rounded off)	1,134

Note No. 1– Other Adjustments as at Valuation Date include Cash & Cash Equivalents, Investment in Mutual Fund, Contingent Liabilities and Consideration for RLCL’s minority stake buyback.

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Annexure 3: Valuation of Lifestyle Business Undertaking as per Comparable

Companies Multiple (“CCM”) Method

Under Market Approach, we have considered CCM Method. Under the CCM method, the value is determined on the basis of multiples derived from valuations of comparable companies listed on the stock exchanges. This is based on the principle that market valuations, taking place between informed buyers and informed sellers, incorporate all factors relevant to valuation. We have identified listed comparable companies based on business of each company and thereafter screened selected multiple based on business composition, business description, etc. We have considered EV / EBITDA multiple of the comparable listed companies. The total equity value so derived is then divided by total number of equity shares arriving at the value per equity share under CCM Method.

CCM Analysis of Lifestyle Business Undertaking

	(INR Mn)
Particulars	Amount
EBITDA (Note No. 1)	9,559.1
Median EV / EBITDA multiple	9.3x
Enterprise Value	88,610.9
Debt	(19,270.0)
Other Adjustments as at the Valuation Date (Note No. 2)	(2,719.9)
Equity Value	66,621.1
Fair Value of investment in RGCTL (47.66%)	10,214.3
Total Value of Lifestyle Business Undertaking	76,835.3
Fully Diluted No. of Equity Shares (in Mn)	66.6
Value per Equity Share (INR) (Rounded off)	1,154

Note No. 1 – EBITDA is as per Indian Accounting Standards (IND AS)

Note No. 2 - Other Adjustments as at Valuation Date include Cash & Cash Equivalents, Investment in Mutual Fund, Lease Liabilities, Contingent Liabilities and Consideration for RLCL minority stake buyback.

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Annexure 4: List of Comparable Companies used for the CCM Method

Sr. No.	Company
1	Aditya Birla fashion and Retail Limited
2	Arvind Fashions Limited
3	Raymond Limited
4	Kewal Kiran Clothing Limited
5	Cantabil Retail India Limited
6	Indian Terrain Fashions Limited
7	Arvind Limited
8	Siyaram Silk Mills Limited
9	Nandan Denim Limited
10	Donear Industries Limited
11	K.P.R. Mill Limited
12	BSL Limited
13	Gokaldas Exports Limited
14	Vardhman Textiles Limited

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Annexure 5: Valuation of Raymond Consumer Care Limited as per Summation

Method

The value of RCCL is considered based on the transaction value provided by the management. The management has further informed that, transaction is agreed for all-cash consideration deal for sale/ transfer of Consumer Business to independent buyer. Therefore, for the valuation of RCCL we have considered the Summation Method under Asset Approach.

Particulars	INR Mn
Fixed Assets	297.2
Current/Non-Current Assets	28,693.5
Current/Non-Current Liabilities	7,419.8
Net Current/Non-Current Assets	20,976.5
Deferred Tax Asset	162.4
Equity Value	21,436.1
Number of Shares (Mn)	14.9
Value Per Share (INR) (Rounded-off)	1,439

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Annexure 6: Valuation of Ray Global Consumer Trading Limited as per Summation

Method

RGCTL is an investment holding company and it does not have any business operations other than Investment in RCCL and Ray Global Consumer Product Limited (“RGCPL”). Therefore, for valuation of RGCTL Summation Method under Asset Approach is considered.

Asset Approach is considered.
Particulars	INR Mn
Investments (Note No.1)	21,436.5
Current/Non-Current Assets	0.5
Current/Non-Current Liabilities	4.4
Net Current/Non-Current Assets	(4.0)
Debt	(1.0)
Equity Value (INR Mn)	21,431.5
Number of Shares (Mn)	7.3
Value Per Share (INR) (Rounded-off)	2,927
Note No.1
Investments	INR Mn
Raymond Consumer Care Limited	21,436.1
Ray Global Consumer Product Limited	0.4
Total	21,436.5

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KPMG Valuation Services LLP 2[nd] Floor, Block T2 (B Wing) Lodha Excelus, Apollo Mills Compound, N. M. Joshi Marg, Mahalaxmi, Mumbai – 400 011 India

Telephone: +91 (22) 3989 6000 Fax: +91 (22) 3090 2210 Internet: www.kpmg.com/in Email:indiawebsite@kpmg.com

Strictly Private and Confidential

Raymond Limited New Hind House, Narottam Morajee Marg, Ballard Estate Mumbai, Maharashtra – 400001

Date: 19 June 2023

Subject: Clarification to the query raised by NSE Limited in letter (Ref: NSE/LIST/35589) dated 31 May 2023

Dear Sirs,

We refer to our valuation report dated 27 April 2023 where we had recommended Share Exchange ratios for the proposed demerger of Raymond Lifestyle Business Undertaking from Raymond Limited and merger of Ray Global Consumer Trading limited into Raymond Consumer Care Limited. The Share Exchange ratios as recommended by us are presented below:

Share Exchange Ratio 1

The computation of Equity Share Exchange Ratio 1 as derived by KPMG, is given below:

Valuation Approach	Lifestyle Business Undertaking	Lifestyle Business Undertaking	RCCL
	Value per Share (INR)	Weight	Value per Share (INR)	Weight
Income Approach	1,157	50%	NA	0%
Market Approach	1,199	50%	NA	0%
Asset Approach	156	0%	1,439	100%
Value per Share	1,178	100%	1,439	100%
Exchange Ratio (Rounded off)		0.8

On a consideration of all the relevant factors and circumstances as discussed and outlined in the valuation report, we have recommended the following Equity Share Exchange Ratio between Lifestyle Business Undertaking of Raymond Limited and Raymond Consumer Care Limited:

Four (4 Only) equity share of Raymond Consumer Care Limited of INR 2/- each fully paid up for every Five (5 Only) equity shares of Lifestyle Business Undertaking of Raymond Limited of INR 10/- each fully paid up.

Share Exchange Ratio 2

The computation of Equity Share Exchange Ratio 2 as derived by KPMG, is given below:

		RGCTL			RCCL
Valuation Approach	Value per Share (INR)		Weight	Value per Share (INR)		Weight
Income Approach	NA		0%	NA		0%

KPMG Valuation Services LLP, an Indian limited KPMG Valuation Services [a partnership firm with Registered Office: liability partnership and a member firm of KPMG Registration No. 414] converted into Limited 8th Floor, Tower C, Building No. global organization of independent member firms Liability partnership with LLP Registration No. AAP10, DLF Cyber City, Phase II, affiliated with KPMG International Limited, a private 2732, with effect from May 13, 2019 Gurugram- 122002 India English company limited by guarantee

264

Market Approach	NA	0%		NA	0%
Asset Approach	2,927	100%		1,439	100%
Value per Share	2,927	100%		1,439	100%
Exchange Ratio (Rounded off)			2.0

On a consideration of all the relevant factors and circumstances as discussed and outlined in the valuation report, we have recommended the following Equity Share Exchange Ratio between Ray Global Consumer Trading Limited and Raymond Consumer Care Limited:

Two (2 Only) equity share of Raymond Consumer Care Limited of INR 2/- each fully paid up for every One (1 Only) equity shares of Ray Global Consumer Trading Limited of INR 10/- each fully paid up.

Queries raised by NSE

We understand that the following query has been raised by NSE Limited in its letter (Ref: NSE/LIST/35589) dated 31 May 2023:

“As per the clarification submitted, it is stated that provisional financials were considered for deriving valuation of the companies involved in Scheme. The reasons stated by the valuer is not satisfactory. As per Exchanges SOP, valuation shall be derived only on audited figures. Kindly clarify how the Company is complying with Exchange’s Standard Operating Procedure (SOP) dated December 20, 2022 on Scheme of Arrangement, which states that the audited financials shall be considered for valuations”

Clarification to queries raised by NSE

For the purpose of the valuation analysis and based on information available from the Management, we had considered the financial statements as below:

• Historical carved out financial statements for Raymond Lifestyle Business for the Period FY 2019 to FY 2022.

• Provisional carved out financial statements for Raymond Lifestyle Business for FY 2023.

• Projected business plan and financial statements for Raymond Lifestyle Business for the period FY 2024 to FY 2027.

• Provisional financial statements for Ray Global Consumer Trading Limited and its subsidiaries for FY 2023.

• Provisional financial statements for Ray Consumer Care Limited post sale of its consumer business.

For the purpose of the above queries raised by NSE, we carried out our workings considering an independent Chartered Accountant certified carved out financial statements of Raymond Lifestyle Business, and audited financial statements of Ray Global Consumer Trading Limited for the 12 months period ended 31 March 2023 and independent Chartered Accountant certified financial statements of Raymond Consumer Care Limited post sale of its consumer business. No other changes were made in the use of valuation methodologies, discount rates, weightages and projected financial information as used at the time of preparation of the valuation report.

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Based on the results of the analysis, we conclude that there is no change in the recommended Share Exchange ratios (after rounding off) as presented in the valuation report and the Share Exchange ratio (after rounding off) as computed considering the independent Chartered Accountant certified carved out financial statements of Raymond Lifestyle Business Undertaking & Raymond Consumer Care Limited and audited financial statement of Ray Global Consumer Trading Limited. Accordingly, we do not recommend any change in Share Exchange Ratio 1 nor in Share Exchange Ratio 2 as presented in the valuation report dated 27 April 2023.

This letter should be read in conjunction with our valuation report dated 27 April 2023.

With kind regards Yours sincerely For KPMG Valuation Services LLP Registered Valuer RV No.- IBBI/RV-E/06/2020/115

Amit Jain, Partner

IBBI Registration No. IBBI/RV /06/2018/10501

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Tel: +91 22 6228 0817

HO

June 19, 2023

The Ruby, Level 9, North West Wing, Senapati Bapat Marg, Dadar (W), Mumbai 400028, INDIA

Ref. No.: LM/Jun191/2023

To,

The Company Secretary, Raymond Limited Jekegram, Pokhran Road no. 1, Thane (W) - 400606

Dear Sir(s)/ Madam(s),

Sub: NSE Clarifications

This letter is in reference to our Report and Valuation Annexure dated April 27, 2023 bearing its reference number of LM/Apr27-2/2023 and VRN of IOVRVF/BDO/2023-2024/1846 recommending the Fair Share Swap Ratios for the Composite Scheme of Arrangement between Raymond Limited (“RL”) , Raymond Consumer Care Limited (“RCCL”) and Ray Global Consumer Trading Limited (“RGCTL”) and their respective shareholders.

Subsequent to this Report, an email is received on June 1, 2023 from you forwarding the clarifications sought by National Stock Exchange of India Limited (“NSE”) vide letter dated May 31, 2023 with reference number NSE/LIST/35589 requesting us to reply on Point 2 and 3 of the Observation Letter as stated above.

Please find attached our replies on the same.

Yours Faithfully,

For BDO Valuation Advisory LLP

IBBI No.: IBBI/RV-E/02/2019/103

_____ Lata Gujar More Partner IBBI No.: IBBI/RV/06/2018/10488

BDO Valuation Advisory LLP, an Indian limited liability partnership firm, with LLP Identity No. AAN 9463, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

Head Office: The Ruby, Level 9, North West Wing, Senapati Bapat Marg, Dadar (W), Mumbai 400028, INDIA | Tel: +91 22 6228 0817

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Point No. 2. As per the clarification submitted, it is stated that provisional financials were considered for deriving valuation of the companies involved in Scheme. The reasons stated by the valuer is not satisfactory. As per Exchanges SOP, valuation shall be derived only on audited figures. Kindly clarify how the Company is complying with Exchange’s Standard Operating Procedure (SOP) dated December 20, 2022 on Scheme of Arrangement, which states that the audited financials shall be considered for valuations.

• In order to comply with Exchange’s Standard Operating Procedure (SOP) dated December 20, 2022, the Management of Raymond Limited has provided us with the following subsequent to the Report dated April 27, 2023–

• i. Independent Chartered Accountant’s certificate in respect of the carved out provisional financial statements of Lifestyle Business of Raymond Limited as on March 31, 2023.

• ii. Independent Chartered Accountant’s certificate in respect of the carved out financial statements of Raymond Consumer Care Limited as on March 31, 2023.

• iii. Audited Financial Statement of Ray Global Consumer Trading Limited and its subsidiaries as on March 31, 2023.

Based on the above financials, we have replaced the numbers in the Valuation of Lifestyle Business Undertaking of RL, RCCL and RGCTL provided in our Report and there are no other change in the assumptions. The Equity Share Exchange Ratios remain the same as reported in our Report dated April 27, 2023 which are as under –

Equity Share Exchange Ratio 1:

Four (4 Only) equity shares of Raymond Consumer Care Limited of INR 2/- each fully paid up for every Five (5 Only) equity shares of Raymond Limited of INR 10/- each fully paid up.

Equity Share Exchange Ratio 2:

Two (2 Only) equity shares of Raymond Consumer Care Limited of INR 2/- each fully paid up for every One (1 Only) equity share of Ray Global Consumer Trading Limited of INR 10/- each fully paid up.

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Point No. 3. As per the definition of lifestyle undertaking submitted by the Company, it has been observed that investment in certain other subsidiaries are also being transferred pursuant to the Scheme. In this regard, kindly provide clarification from the valuer if the investment values in the other subsidiaries being transferred were considered while valuing the Demerged Undertaking.

• As represented by the Management, the carved-out balance sheet and the carved-out business plan on consolidated basis is provided to us which includes lifestyle business of Raymond Limited along with the investments in its subsidiaries which are transferred as a part of Lifestyle Business Undertaking under the Scheme. Based on this representation we have considered the same for the valuation purpose.

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Annexure B

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May 2023

283

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Tel: +91 22 6228 0817

HO

The Ruby, Level 9, North West Wing, Senapati Bapat Marg, Dadar (W), Mumbai 400028, INDIA

Ref. No.: LM/May261/2023

May 26, 2023

To,

The Company Secretary, Raymond Limited Jekegram, Pokhran Road no. 1, Thane (W) - 400606

Dear Sir(s)/ Madam(s),

Sub: NSE Clarifications

This letter is in reference to our Report and Valuation Annexure dated April 27, 2023 bearing its reference number of LM/Apr27-2/2023 and VRN of IOVRVF/BDO/2023-2024/1846 recommending the Fair Share Swap Ratios for the Composite Scheme of Arrangement between Raymond Limited (“RL”) , Raymond Consumer Care Limited (“RCCL”) and Ray Global Consumer Trading Limited (“RGCTL”) and their respective shareholders.

Subsequent to this Report, an email is received on May 25, 2023 from you forwarding the clarifications sought by National Stock Exchange of India Limited (“NSE”) vide letter dated May 23, 2023 with reference number NSE/LIST/35589 requesting us to reply on Point 4 and 5 of the Observation Letter as stated above.

Please find attached our replies on the same.

Yours Faithfully,

For BDO Valuation Advisory LLP

IBBI No.: IBBI/RV-E/02/2019/103

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---

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Lata R. Gujar More Partner IBBI No.: IBBI/RV/06/2018/10488

BDO Valuation Advisory LLP, an Indian limited liability partnership firm, with LLP Identity No. AAN 9463, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

Head Office: The Ruby, Level 9, North West Wing, Senapati Bapat Marg, Dadar (W), Mumbai 400028, INDIA | Tel: +91 22 6228 0817

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Point No. 4. As per the clarification submitted, it is stated that provisional financials were considered for deriving valuation of the companies involved in Scheme. Kindly clarify how is the Company complying with Exchange’s Standard Operating Procedure (SOP) dated December 20, 2022 on Scheme of Arrangement, which states that the audited financials shall be considered for valuations. Clarification in this regard is required for the Valuer.

• In the composite scheme of arrangement between Raymond Limited, RGCTL, RCCL and their respective shareholders, the two unlisted companies involved are RGCTL and RCCL.

• RCCL does not have any business operations other than Consumer Business. On the date of issue of the Report dated April 27, 2023, the Board of RCCL has approved the transaction for sale of consumer care business with a listed third party for cash consideration of INR 2,825.0 Cr inclusive of working capital and exclusive of plant. In the same board meeting the Composite Scheme of Arrangement was also approved.

• Therefore, the audited financial statements for the year ended March 31, 2023 (prior to the transaction) do not represent the true financial position of RCCL as on the date of Report. Hence, provisional financials of RCCL are considered post giving effect for net of tax consideration for transfer of consumer care business.

• RGCTL is an investment holding company of RCCL and Ray Global Consumer Product Limited (“RGCPL“). RGCPL is a non-operating Company. RGCTL has no major assets other than investment in RCCL and RGCPL. Since RGCTL derives its entire value from investment in RCCL, use of either provisional or audited financials of RGCTL do not have any impact on the recommended swap ratio.

• In case of Lifestyle Business Undertaking, the carved-out management approved provisional financials are considered for valuation analysis as it is not a separate legal entity. Further, being a listed company the audited financial results of Raymond Limited for the financial year ended March 31, 2023 were approved by the board of directors and disclosed to the stock exchanges only on May 9, 2023 which is subsequent to our report.

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Pont No. 5. “Kindly clarify with respect to the following points pertaining to the calculation submitted by the valuer,”

• i) “Under DCF Analysis of Lifestyle Business Undertaking, provide calculation behind deriving the Present Value of TV.”

• The Calculation behind deriving the Present Value of TV is as follows -

Particulars	INR Mn
Free Cash Flow for Terminal Year (A)	9,059.0
Weighted Average Cost of Capital (WACC) (B)	13.9%
Terminal Value Growth Rate (C)	5.0%
Terminal Value (D) = (A)/((B)-(C))	1,01,786.0
Present Value Factor (E)	0.63411
Present Value of TV (F) = (D) x (E)	64,544.0

• / - Rounding Difference

• ii) “Under CCM Analysis of Lifestyle Business Undertaking, provide calculation being deriving the Median EV / EBITDA multiple.”

• The calculation of Median EV / EBITDA multiple is as follows –

Company	TTM
Aditya Birla fashion and Retail Limited	16.4
Arvind Fashions Limited	12.8
Raymond Limited	9.8
Kewal Kiran Clothing Limited	14.5
Cantabil Retail India Limited	13.4
Indian Terrain Fashions Limited	4.8
Arvind Limited	4.6
Siyaram Silk Mills Limited	7.1
Nandan Denim Limited	8.8
Donear Industries Limited	12.4
K.P.R. Mill Limited	15.1
BSL Limited	8.3
Gokaldas Exports Limited	7.1
Vardhman Textiles Limited	5.0
Median	9.3

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Note – Reported EBITDA of Comparable Companies has been considered.

Strictly Confidential

Page 4 of 5

286

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• iii) “In the list of Comparable Companies, Raymond has been compared with Raymond itself (point no. 12 of Comparable Companies list).”

• Raymond Limited is a Listed Company and Lifestyle Business Undertaking forms major part of

• Raymond Limited. It has been considered appropriate to make Raymond Limited a part of Comparable Companies list.

• iv) “Valuation of Raymond Consumer Care Limited, although it stated that figures have been derived after considering the sale of consumer business, it has been observed that Assets figures is almost same as the figures in the Balance Sheet as on March 31, 2022 (i.e., before the said sale transaction).”

• The reference of Assets made in the observation is made to the Total Assets. As per the audited Balance Sheet of RCCL as on March 31, 2022, Total Assets of the company is INR 298.22 Cr. However, the consideration received for sale of Consumer Care business is INR 2,825.0 Cr.

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Strictly Confidential

Page 5 of 5

287

ANNEXURE-A

Strictly Private and Confidential

Raymond Limited New Hind House, Narottam Morajee Marg, Ballard Estate Mumbai, Maharashtra – 400001

Date: 21 July 2023

Subject: Clarification to the query raised by BSE Limited on Listing centre portal

Dear Sirs,

We refer to our valuation report dated 27 April 2023 where we had recommended Share Exchange ratios for the proposed demerger of Raymond Lifestyle Business Undertaking from Raymond Limited and merger of Ray Global Consumer Trading limited into Raymond Consumer Care Limited.

In this regard, we understand that the following queries has been raised by BSE Limited on Listing centre portal. Clarifications to the queries raised have been provided below.

Queries raised by BSE Limited

“4. Kindly submit detailed working for arriving at the Enterprise Value under DCF Method of Income Approach of Lifestyle Business Undertaking from both the registered valuers.

5. As per clarification letters provided by both the Valuers i.e. KPMG Valuation Services LLP and BDO Valuation Advisory LLP dated May 25, 2023 and May 26, 2023 respectively, w.r.t. provisional financials used of Ray Consumer Care Limited (RCCL) wherein the valuers has inter alia mentioned that subsequent to the financial year 2023 and prior to approval of composite scheme of arrangement, RCCL had entered into a transaction with a listed third party to sell off its consumer business for agreed consideration of Rs.2825 Cr. and therefore use of audited financials statement of FY 2023 may not provide an accurate representation of the financial position or fair value of RCCL. In this regard, request you to kindly clarify from both the valuers whether the said transaction of RCCL with a listed third party of Rs.2825 Cr. is being considered in their valuation reports for arriving at the swap ratios.”

Clarification to queries raised by BSE

Please refer Annexure 1 for detailed working for arriving at Enterprise Value under DCF Method of Income Approach of Lifestyle Business Undertaking.

Further, with regards to the other query raised by BSE Limited, we confirm that that we have considered transaction of RCCL with a listed third party of Rs.2825 Cr. in our valuation reports for arriving at swap ratios.

This letter should be read in conjunction with our valuation report dated 27 April 2023.

With kind regards

Yours sincerely For KPMG Valuation Services LLP Registered Valuer RV No.- IBBI/RV-E/06/2020/115

Amit Jain, Partner

IBBI Registration No. IBBI/RV /06/2018/10501

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ANNEXURE 1: Enterprise Value of Raymond Lifestyle Business

Discounted Cash flow statement

Discounted cash flow
FYE 31 March	2024	2025	2026	2027	TY
INR million	12 months	12 months	12 months	12 months	12 months
Revenue	67,313	74,923	83,023	95,134	100,842
y-o-y growth		11.3%	10.8%	14.6%	6.0%
EBITDA [A]	9,223	10,381	11,559	13,435	14,241
EBITDA margin (%)	13.7%	13.9%	13.9%	14.1%	14.1%
Less: Depreciation	(1,077)	(1,171)	(1,181)	(1,183)	(1,080)
EBIT	8,146	9,210	10,378	12,252	13,161
EBIT margin (%)	12.1%	12.3%	12.5%	12.9%	13.1%
Less: Taxes on EBIT [B]	(2,010)	(2,279)	(2,580)	(3,062)	(3,312)
(Increase)/decrease in net working capital [C]	1,170	(788)	(285)	(1,243)	(659)
Less: Capital expenditure [D]	(2,702)	(1,459)	(1,029)	(1,019)	(1,080)
Free cash flow to the firm [E] = [A] + [B] + [C] + [D]	5,681	5,855	7,666	8,111	9,190
Period factor - mid year discounting	0.500	1.500	2.500	3.500	3.500
Discount factor - mid year discounting [F]	0.934	0.815	0.711	0.620	0.620
Present value of cash flow to the firm [E] * [F]	5,307	4,772	5,451	5,033	5,702

Terminal Value

INR million
Terminal year cash flow [A]	9,190
Discount factor [B]	0.620
Present value of terminal year cash flow [C] = [A] * [B]	5,702
WACC [D]	14.6%
Terminal growth [E]	6%
Terminal value [F] = [C] / ([D] - [E])	66,225

Enterprise Value

INR million
Primary value	20,563
Terminal value	66,225
Enterprise value	86,788

Source: KPMG analysis and Management inputs

Notes:

For the purpose of the queries raised by BSE, DCF analysis shown above is considering an independent Chartered Accountant certified carved out financial statements of Raymond Lifestyle Business for the 12 months period ended 31 March 2023. The Enterprise value therefore, shown above is different from what is presented in our stock exchange workings dated 01 May 2023 released along with our Valuation Report. As mentioned in our earlier letter dated 19 June 2023 this change in value doesn’t not have any impact on the final recommended swap ratio.

No other changes have been made in the use of valuation methodologies, discount rates, weightages and projected financial information as used at the time of preparation of the valuation report .

289

ANNEXURE - B

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Tel: +91 22 6228 0817

HO

The Ruby, Level 9, North West Wing, Senapati Bapat Marg, Dadar (W), Mumbai 400028, INDIA

Ref. No.: LM/Jul211/2023

July 21, 2023

To,

The Company Secretary, Raymond Limited Jekegram, Pokhran Road no. 1, Thane (W) - 400606

Dear Sir(s)/ Madam(s),

Sub: BSE Clarifications

This letter is in reference to our Report and Valuation Annexure dated April 27, 2023 bearing its reference number of LM/Apr27-2/2023 and VRN of IOVRVF/BDO/2023-2024/1846 (“Report”) recommending the Fair Share Swap Ratios for the Composite Scheme of Arrangement between Raymond Limited (“RL”) , Raymond Consumer Care Limited (“RCCL”) and Ray Global Consumer Trading Limited (“RGCTL”) and their respective shareholders.

Subsequent to this Report, an email is received on July 20, 2023 from you forwarding the clarifications sought by Bombay Stock Exchange Limited (“BSE”) vide the BSE Portal.

Please find attached our replies on the same.

Yours Faithfully,

For BDO Valuation Advisory LLP

IBBI No.: IBBI/RV-E/02/2019/103

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_____ Lata R. Gujar More Partner IBBI No.: IBBI/RV/06/2018/10488

BDO Valuation Advisory LLP, an Indian limited liability partnership firm, with LLP Identity No. AAN 9463, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

Head Office: The Ruby, Level 9, North West Wing, Senapati Bapat Marg, Dadar (W), Mumbai 400028, INDIA | Tel: +91 22 6228 0817

290

Query No. 1. Kindly submit detailed working for arriving at the Enterprise Value under DCF Method of Income Approach of Lifestyle Business Undertaking from both the registered valuers.

• As per the Report dated April 27, 2023, Enterprise value under DCF Method was arrived at INR 83,486.7 Mn based on the provisional financial statements for the year ended March 31, 2023 provided to us by the Management at the time of preparation of the Report.

Pursuant to the clarification sought by National Stock Exchange of India Limited (“NSE”), the Management of Raymond Limited had provided us audited financial statements for the year ended March 31, 2023. Based on the same, the Enterprise Value under DCF Method of Income Approach of Lifestyle Business Undertaking is arrived at INR 85,458.7 Mn as shown below:

Query No. 2. As per clarification letters provided by both the Valuers i.e. KPMG Valuation Services LLP and BDO Valuation Advisory LLP dated May 25, 2023 and May 26, 2023 respectively, w.r.t. provisional financials used of Ray Consumer Care Limited (RCCL) wherein the valuers has inter alia mentioned that subsequent to the financial year 2023 and prior to approval of composite scheme of arrangement, RCCL had entered into a transaction with a listed third party to sell off its consumer business for agreed consideration of Rs.2825 Cr. and therefore use of audited financials statement of FY 2023 may not provide an accurate representation of the financial position or fair value of RCCL. In this regard, request you to kindly clarify from both the valuers whether the said transaction of RCCL with a listed third party of Rs.2825 Cr. is being considered in their valuation reports for arriving at the swap ratios.

• It is confirmed that the transaction of RCCL with a listed third party of INR 2,825.0 Cr is being considered by us in the valuation report for arriving at the swap ratios.

291

ANNEXURE IX

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296

ANNEXURE X

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January 25, 2024

To

Board of Directors, Raymond Consumer Care Limited, Plot G-35 & 36, MIDC Waluj Taluka, Gangapur, Aurangabad - 431136

Dear Sir/Madam,

Sub: Due Diligence Certificate on the adequacy and accuracy of disclosure of information pertaining to Raymond Consumer Care Limited in the format of abridged prospectus in relation to the Composite Scheme of Arrangement between Raymond Limited (‘Demerged Company’ or ‘RL’) and Raymond Consumer Care Limited (“Transferee” or “RCCL”) and Ray Global Consumer Trading Limited (“Transferor” or “RG”) and their respective shareholders under Section 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 (“Scheme” or “Scheme of Arrangement”)

This is with reference to our engagement letter dated June 5, 2023 entered with Raymond Limited (‘Demerged Company’ or ‘RL’) for certifying the adequacy and accuracy of disclosure of information pertaining to Raymond Consumer Care Limited (“Transferee” or “RCCL”) in the abridged prospectus prepared by RCCL and included in the notice to the shareholders of RL for seeking their approval for the Scheme. The Scheme, inter alia, provides for:

• i. Demerger of lifestyle business carried on by RL through itself and its related subsidiaries along with its strategic investment in RG (“Lifestyle Business Undertaking”) (as defined hereinafter), into RCCL and the consequent issuance of equity shares by RCCL to all the shareholders of RL in the manner provided for in the Scheme and in compliance with Section 2(19AA) read with Section 2(41A) and other relevant provisions of the Income-tax Act, 1961 (“IT Act”) (as defined hereinafter) (“Demerger”)

• ii. Simultaneous, Amalgamation of RG with RCCL and the consequent issuance of equity shares by RCCL to all the shareholders of RG (other than itself) and dissolution of RG without winding up in the manner provided for in the Scheme and in compliance with Section 2(1B) other relevant provisions of the IT Act (as defined hereinafter) (“Amalgamation”) and consequential reduction and cancellation of the paid-up share capital of RCCL held by RG

• iii. Listing of the equity shares of RCCL on the Stock Exchanges (as defined hereinafter).

SEBI vide its circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 as amended, read with SEBI Master Circular – SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020 read with SEBI Master Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 (“SEBI

SEBI Registration : INM000011179 CIN No.: L67120MH1995PLC086241 ICICI Securities Limited Registered Office: ICICI Venture House Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400025, India Tel (91 22) 6807 7100 Fax (91 22) 6807 7801 Website Address: www.icicisecurities.com

297

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Circular”) prescribed requirements to be fulfilled by listed entities when they propose a Scheme of Arrangement. The SEBI Circular, inter alia, provides that in the event a listed entity enters into a scheme of arrangement with an unlisted entity, the listed entity shall disclose to its shareholder’s applicable information pertaining to the unlisted entity in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (“SEBI” ICDR Regulations”).

Further, the adequacy and accuracy of such disclosure of information pertaining to unlisted entity is required to be certified by a SEBI registered Merchant Banker. Accordingly, we have been provided with the abridged prospectus of RCCL (‘Abridged Prospectus’ ) as prepared by RCCL for inclusion of the same in the shareholder notice. The Abridged Prospectus will be circulated to the shareholders RL at the time of seeking their approval to the Scheme as a part of the explanatory statement to the notice.

Based on the information, documents, confirmation, representation, undertakings and certificates provided to us by RCCL and RL and as well discussions with their management, directors and officers, we confirm that the information contained in the Abridged Prospectus of RCCL is adequate and accurate in terms of the SEBI Circular read with SEBI Circular on Disclosures in the abridged prospectus dated February 4, 2022 and Part E of Schedule VI of the SEBI ICDR Regulations.

The above confirmation is based on the information and documents provided by RCCL and RL, explanations provided by the management of RCCL and RL and information available in public domain. Wherever required, appropriate representations from RCCL and RL have also been obtained. This certificate is based on such information and explanations as are received or provided till the date of this Certificate. We have relied on the financials, information and representations provided to us on an as is basis and have not carried out an audit or investigation of such information. Our scope of work does not constitute an audit or investigation for financial information and accordingly we do not express an opinion on the fairness of the financial information referred to in the Abridged Prospectus and have assumed that the same is complete and accurate in all material aspect on an as is basis. This Certificate is a specific purpose certificate issued in terms of and in compliance with the SEBI Circular and hence it should not be used for any other purpose or transaction. This certificate is not, nor should it be construed as our opining or certifying the compliance of the proposed Scheme of Arrangement with the provisions of any law including companies, taxation and capital market related laws or as regards any legal implications or issues arising thereon, in their respective jurisdiction, except for the purpose expressly mentioned herein. For the purpose of this certificate, we have made no investigation of, and assume no responsibility for the title to assets or liabilities against the companies. It is inappropriate to use this certificate for any purpose other than the purpose mentioned above. We are not responsible for the unauthorized use of this certificate. We shall not assume any responsibility to any third party to whom this certificate is disclosed or otherwise made available except expressly mentioned herein. In no event, we assume any responsibility to any third party to whom this certificate is disclosed or otherwise made available.

SEBI Registration : INM000011179 CIN No.: L67120MH1995PLC086241 ICICI Securities Limited Registered Office: ICICI Venture House Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400025, India Tel (91 22) 6807 7100 Fax (91 22) 6807 7801 Website Address: www.icicisecurities.com

298

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We express no opinion whatsoever and make no recommendation at all on the Company’s decision to affect the scheme or how the holders of equity shares and/or secured and/or unsecured creditors should vote at their respective meetings held in connection with the proposed Scheme. We do not and should not be deemed to have expressed any views on any terms of the Scheme or its success. We also express no opinion, and accordingly accept no responsibility for or as to the price at which the equity shares of RL will trade following the Scheme or as to the financial performance of RCCL and RL following the consummation of the Scheme. We express no opinion whatsoever and make no recommendations at all (and accordingly take no responsibility) as to whether shareholders / investors should buy, sell or hold any stake in RL or any of its related parties. We shall not be liable for any losses whether financial or otherwise or expenses arising directly or indirectly out of the use of or reliance on the information set out here in this certificate. In the ordinary course of business, ICICI Securities Limited and its affiliates are engaged in securities trading, securities brokerage and investment activities, as well as providing investment banking and investment advisory services. In the ordinary course of its trading, brokerage and financing activities, any member of the lClCl Securities Limited may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of customers, in debt or equity securities or senior loans of any company that may be involved in the transaction.

Yours faithfully, For ICICI Securities Limited

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Authorized Signatory Name: Rupesh Khant Designation: Vice President

SEBI Registration : INM000011179 CIN No.: L67120MH1995PLC086241 ICICI Securities Limited Registered Office: ICICI Venture House Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400025, India Tel (91 22) 6807 7100 Fax (91 22) 6807 7801 Website Address: www.icicisecurities.com

299

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ANNEXURE XI

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January 25, 2024

To

Board of Directors, Ray Global Consumer Trading Limited, Pokharan Road No 1, Jekegram, Near Cadbury Junction Thane - 400606

Dear Sir/Madam,

Sub: Due Diligence Certificate on the adequacy and accuracy of disclosure of information pertaining to Ray Global Consumer Trading Limited in the format of abridged prospectus in relation to the Composite Scheme of Arrangement between Raymond Limited (‘Demerged Company’ or ‘RL’) and Raymond Consumer Care Limited (“Transferee” or “RCCL”) and Ray Global Consumer Trading Limited (“Transferor” or “RG”) and their respective shareholders under Section 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 (“Scheme” or “Scheme of Arrangement”)

This is with reference to our engagement letter dated June 5, 2023 entered with Raymond Limited (‘Demerged Company’ or ‘RL’) for certifying the adequacy and accuracy of disclosure of information pertaining to Ray Global Consumer Trading Limited (“Transferor” or “RG”) in the abridged prospectus prepared by RG and included in the notice to the shareholders of RL for seeking their approval for the Scheme. The Scheme, inter alia, provides for:

• i. Demerger of lifestyle business carried on by RL through itself and its related subsidiaries along with its strategic investment in RG (“Lifestyle Business Undertaking”) (as defined hereinafter), into RCCL and the consequent issuance of equity shares by RCCL to all the shareholders of RL in the manner provided for in the Scheme and in compliance with Section 2(19AA) read with Section 2(41A) and other relevant provisions of the Income-tax Act, 1961 (“IT Act”) (as defined hereinafter) (“Demerger”)

• ii. Simultaneous, Amalgamation of RG with RCCL and the consequent issuance of equity shares by RCCL to all the shareholders of RG (other than itself) and dissolution of RG without winding up in the manner provided for in the Scheme and in compliance with Section 2(1B) other relevant provisions of the IT Act (as defined hereinafter) (“Amalgamation”) and consequential reduction and cancellation of the paid-up share capital of RCCL held by RG

• iii. Listing of the equity shares of RCCL on the Stock Exchanges (as defined hereinafter).

SEBI vide its circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 as amended, read with SEBI Master Circular – SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020 read with SEBI Master Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 (“SEBI

SEBI Registration : INM000011179 CIN No.: L67120MH1995PLC086241

ICICI Securities Limited Registered Office: ICICI Venture House Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400025, India Tel (91 22) 6807 7100 Fax (91 22) 6807 7801

Website Address: www.icicisecurities.com

315

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Circular”) prescribed requirements to be fulfilled by listed entities when they propose a Scheme of Arrangement. The SEBI Circular, inter alia, provides that in the event a listed entity enters into a scheme of arrangement with an unlisted entity, the listed entity shall disclose to its shareholder’s applicable information pertaining to the unlisted entity in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (“SEBI” ICDR Regulations”).

Further, the adequacy and accuracy of such disclosure of information pertaining to unlisted entity is required to be certified by a SEBI registered Merchant Banker. Accordingly, we have been provided with the abridged prospectus of RG (‘Abridged Prospectus’ ) as prepared by RG for inclusion of the same in the shareholder notice. The Abridged Prospectus will be circulated to the shareholders RL at the time of seeking their approval to the Scheme as a part of the explanatory statement to the notice.

Based on the information, documents, confirmation, representation, undertakings and certificates provided to us by RG and RL and as well discussions with their management, directors and officers, we confirm that the information contained in the Abridged Prospectus of RG is adequate and accurate in terms of the SEBI Circular read with SEBI Circular on Disclosures in the abridged prospectus dated February 4, 2022 and Part E of Schedule VI of the SEBI ICDR Regulations.

The above confirmation is based on the information and documents provided by RG and RL, explanations provided by the management of RG and RL and information available in public domain. Wherever required, appropriate representations from RG and RL have also been obtained. This certificate is based on such information and explanations as are received or provided till the date of this Certificate. We have relied on the financials, information and representations provided to us on an as is basis and have not carried out an audit or investigation of such information. Our scope of work does not constitute an audit or investigation for financial information and accordingly we do not express an opinion on the fairness of the financial information referred to in the Abridged Prospectus and have assumed that the same is complete and accurate in all material aspect on an as is basis. This Certificate is a specific purpose certificate issued in terms of and in compliance with the SEBI Circular and hence it should not be used for any other purpose or transaction. This certificate is not, nor should it be construed as our opining or certifying the compliance of the proposed Scheme of Arrangement with the provisions of any law including companies, taxation and capital market related laws or as regards any legal implications or issues arising thereon, in their respective jurisdiction, except for the purpose expressly mentioned herein. For the purpose of this certificate, we have made no investigation of, and assume no responsibility for the title to assets or liabilities against the companies. It is inappropriate to use this certificate for any purpose other than the purpose mentioned above. We are not responsible for the unauthorized use of this certificate. We shall not assume any responsibility to any third party to whom this certificate is disclosed or otherwise made available except expressly mentioned herein. In no event, we assume any responsibility to any third party to whom this certificate is disclosed or otherwise made available.

SEBI Registration : INM000011179 CIN No.: L67120MH1995PLC086241 ICICI Securities Limited Registered Office: ICICI Venture House Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400025, India Tel (91 22) 6807 7100 Fax (91 22) 6807 7801 Website Address: www.icicisecurities.com

316

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We express no opinion whatsoever and make no recommendation at all on the Company’s decision to affect the scheme or how the holders of equity shares and/or secured and/or unsecured creditors should vote at their respective meetings held in connection with the proposed Scheme. We do not and should not be deemed to have expressed any views on any terms of the Scheme or its success. We also express no opinion, and accordingly accept no responsibility for or as to the price at which the equity shares of RL will trade following the Scheme or as to the financial performance of RG and RL following the consummation of the Scheme. We express no opinion whatsoever and make no recommendations at all (and accordingly take no responsibility) as to whether shareholders / investors should buy, sell or hold any stake in RL or any of its related parties. We shall not be liable for any losses whether financial or otherwise or expenses arising directly or indirectly out of the use of or reliance on the information set out here in this certificate. In the ordinary course of business, ICICI Securities Limited and its affiliates are engaged in securities trading, securities brokerage and investment activities, as well as providing investment banking and investment advisory services. In the ordinary course of its trading, brokerage and financing activities, any member of the ICICI Securities Limited may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of customers, in debt or equity securities or senior loans of any company that may be involved in the transaction.

Yours faithfully, For ICICI Securities Limited

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Authorized Signatory Name: Rupesh Khant Designation: Vice President

SEBI Registration : INM000011179 CIN No.: L67120MH1995PLC086241 ICICI Securities Limited Registered Office: ICICI Venture House Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400025, India Tel (91 22) 6807 7100 Fax (91 22) 6807 7801 Website Address: www.icicisecurities.com

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336

ANNEXURE XIII

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Ref: NSE/LIST/35589_I

December 01, 2023

The Company Secretary Raymond Limited Jekegram, Pokhran Road no. 1 Thane (W) - 400606

Kind Attn.: Mr. Rakesh Darji

Dear Sir,

Sub: Observation Letter for draft Composite Scheme of Arrangement between Raymond Limited (Demerged Company), Raymond Consumer Care Limited (Resulting/ Transferee Company) and Ray Global Consumer Trading Limited (Transferor Company) and their respective shareholders.

We are in receipt for draft Composite Scheme of Arrangement between Raymond Limited (Demerged Company), Raymond Consumer Care Limited (Resulting/ Transferee Company) and Ray Global Consumer Trading Limited (Transferor Company) and their respective shareholders (under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder) vide application dated May 12, 2023.

Based on our letter reference no. NSE/LIST/35589 dated July 31, 2023, submitted to SEBI pursuant to SEBI Master circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/665 dated November 23, 2021 and November 17, 2022 along with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 issued on June 20, 2023 read with Regulation 37, 59A, 94(2) and 94A(2) of SEBI (LODR) Regulations 2015, SEBI vide its letter dated November 24, 2023, has inter alia given the following comment(s) on the draft scheme of arrangement:

1. Comments in accordance with Regulation 37(1) of SEBI Master circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/665 dated November 23, 2021:

• a) The Company shall ensure that the proposed composite scheme of Amalgamation and Arrangement shall be in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• b) The Company shall ensure to disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters, and directors, before Hon'ble NCLT and shareholders, while seeking approval of the Scheme.

• c) The Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchanges, from the date of receipt of this letter, is displayed on the websites of the listed Companies and the Stock Exchanges.

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337

Continuation Sheet

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• d) The Company shall ensure that no changes to the draft scheme subsequent to filing the draft scheme with SEBI by the Stock Exchanges, except those mandated by the regulators/authorities/ tribunals.

• e) The entities involved in the scheme shall ensure compliance with various provision of SEBI master circular dated November 23, 2021.

• f) The Company shall ensure that information pertaining to all the unlisted Companies involved, if any, in the scheme, shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.

• g) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.

• h) The Company shall disclose the following as a part of the explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the Company to the shareholders while seeking approval under sectional 230 to 232 of the Companies Act, 2023, so that the public shareholders can make a uniformed decision:

• Need for the demerger and merger, rational of scheme, synergies of business of the entities involved in the scheme, impact of the scheme on shareholders and cost benefit analysis of the scheme.

• Value of asset and liabilities of Demerged Undertaking and RGCTL that are being transferred to RL and post-merger balance sheet of RL.

• Impact of scheme on revenue generation capacity of RL

• Brief details of Business Transfer Agreement between RCCL and Godrej Consumer Products Limited.

• Details of previous scheme of arrangement filed, observations of SEBI and reasons for withdrawing scheme.

• Impact of ongoing dispute between promoters of RL on the scheme and future prospects of RL and RCCL.

• i) The Company shall ensure that the details of proposed scheme under consideration as provided by the Company to the Stock Exchanges shall be prominently disclosed in the notice sent to the shareholders.

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338

Continuation Sheet

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• j) The shall mandatorily be in demat form only.

• k) The complying with the relevant clauses mentioned in the scheme document.

• l) The Company shall ensure that no changes to the draft scheme except those mandated by the regulators/authorities/ tribunals shall be made without specific written consent of SEBI.

• m) The Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the Company is obliged to bring the observations to the notice of NCLT.

• n) The Company shall comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed Scheme.

• o) It is to be noted that the petitions are filed by the Company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ Stock Exchange. Hence, the Company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observations/ representations.

2. Comments in accordance with Regulation 59A(1) of SEBI Master circular no. SEBI/HO/DDHS//DDHS_Div1/P/CIR/2022/103 dated July 29, 2022

• a) The entities involved shall not provide any misstatement or furnish false information with regard to disclosures to be made in the draft scheme of amalgamation as per provisions of Chapter Xll of the Operational Circular ref. no. SEBUHO/DDHS/DDHS_Div1/P/ClR/2022/0000000103 dated July 29, 2022.

• b) The Company shall include information pertaining to the unlisted entity in the format specified for abridged prospectus as provided in Part B of Schedule I of the SEBI (Issue and Listing of NonConvertible Securities) Regulations, 2021, in the notice or proposal to be sent to the holders of NCDs/ NCRPS while seeking approval for the scheme. The accuracy and adequacy of such disclosures shall be certified by the SEBI registered merchant banker after following the due diligence process.

• c) The entities involved in the proposed scheme shall ensure that the proposed scheme shall comply with the relevant provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Covenants of the Debenture Trust Deeds entered with the Debenture Trustee(s) any other relevant regulations and circulars.

• With reference to the ongoing dispute between the promoters of the company:

• It is noted that the Company vide its email dated November 25, 2023 has inter alia stated that the current events happened at the promoter level will not have any impact or bearing on the composite scheme of arrangement filed by the Company.

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339

Continuation Sheet

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• It is further noted that the Company has submitted corporate announcement dated December 01, 2023 forwarding communication received from the Independent Directors (IDs) of the Company wherein, the IDs are alert to ensure that the ongoing matrimonial disputes between the two promoter directors do not in any manner affect the capacity of the Chairman & Managing Director to manage the affairs and business of the Company. The IDs shall continue to exercise utmost vigilance in watching the evolving situation and shall not hesitate to proactively initiate measures, the moment required, to protect the interests of all stakeholders. The Independent Directors have further stated that any material development or remedial measures which impacts the Company shall be forthwith communicated in a spirit of complete transparency.

• The Company shall disclose the No Objection letter of the Stock Exchanges (s) on its website within 24 hours of receiving the same.

Please note that the submission of documents/information, in accordance with the Circular to SEBI and National Stock Exchange of India (NSE), should not in any way be deemed or construed that the same has been cleared or approved by SEBI and NSE. SEBI and NSE does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

Based on the draft scheme and other documents submitted by the Company, including undertaking 37 and 59A of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

December 01, 2023, within which the Scheme shall be submitted to NCLT.

Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37 of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Dipti Chinchkhede Senior Manager

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ANNEXURE XIV

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Date: 22 July 2023

To, The General Manager, Department of Corporate Services, BSE Limited, P.J. Towers, Dalal Street, Mumbai – 400 001, India.

Dear Sir,

• Sub: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between Raymond Limited (‘RL’ or the ‘Demerged Company’) and Raymond Consumer Care Limited (‘RCCL’ or the ‘Resulting Company’ or the ‘Transferee Company’) and Ray Global Consumer Trading Limited (‘RG’ or the ‘Transferor Company’) and their respective shareholders under section 230 to 232 read with section 66 and other applicable provisions of the Companies Act, 2013 (‘Scheme’)

Dear Sir/ Madam,

We refer to the aforementioned application which was uploaded on the BSE Listing Centre on 12 May 2023 and which was published on the BSE website on 30 June 2023 for the general public.

In terms of Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and SEBI Master Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20 June 2023 and SEBI/HO/CFD/DIL1/CIR/P/2021/000665 dated 23 November 2021 (‘SEBI Master Circular’), please find enclosed the Complaint Report in the format specified in the SEBI Master Circular for the period 30 June 2023 till 21 July 2023.

The Report on Complaints is also being uploaded on the website of the Company, i.e., https://www.raymond.in/investor as per the requirement of the said SEBI Master Circular.

For Raymond Limited

Rakesh Darji Company Secretary

341

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Report on Complaints Period of Complaints Report: 30 June 2023 to 21 July 2023

Part A

Sr.	Particulars	Number
No.
1.	Number of complaints received directly	Nil
2.	Number of complaints forwarded by Stock Exchanges/ SEBI	Nil
3.	Total Number of complaints/comments received (1+2)	Nil
4.	Number of complaints resolved	NA
5.	Number of complaints pending	NA

Part B

Sr.	Name of complainant	Date of complaint	Status
No.			(Resolved/Pending)
		Not Applicable

For Raymond Limited

Rakesh Darji Company Secretary

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ANNEXURE XV

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July 15, 2023

To, Manager - Listing Compliance National Stock Exchange of India Limited ‘Exchange Plaza’. C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400051

Dear Sir,

• Sub: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between Raymond Limited (‘RL’ or the ‘Demerged Company’) and Raymond Consumer Care Limited (‘RCCL’ or the ‘Resulting Company’ or the ‘Transferee Company’) and Ray Global Consumer Trading Limited (‘RG’ or the ‘Transferor Company’) and their respective shareholders under section 230 to 232 read with section 66 and other applicable provisions of the Companies Act, 2013 (‘Scheme’)

Dear Sir/ Madam,

We refer to the aforementioned application which was uploaded on the NSE Listing Centre on May 12, 2023 and which was published on the NSE website on June 23, 2023 for the general public.

In terms of Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and SEBI Master Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20 June 2023 and SEBI/HO/CFD/DIL1/CIR/P/2021/000665 dated 23 November 2021 (‘SEBI Master Circular’), please find enclosed the Complaint Report in the format specified in the SEBI Master Circular for the period June 23, 2023 till July 14, 2023.

The report on Complaints is also being uploaded on the website of the Company, i.e., https://www.raymond.in/investor as per the requirement of the said SEBI Master Circular.

For Raymond Limited

Rakesh Darji Company Secretary

343

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Report on Complaints

Period of Complaints Report: June 23, 2023 to July 14, 2023

Part A

Sr.	Particulars	Number
No.
1.	Number of complaints received directly	Nil
2.	Number of complaints forwarded by Stock Exchange	Nil
3.	Total Number of complaints/comments received (1+2)	Nil
4.	Number of complaints resolved	NA
5.	Number of complaints pending	NA

Part B

Sr.	Name of complainant	Date of complaint	Status
No.			(Resolved/Pending)
1.		Not Applicable
2.

For Raymond Limited

Rakesh Darji Company Secretary

344

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July 15, 2023

To, Manager - Listing Compliance National Stock Exchange of India Limited ‘Exchange Plaza’. C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400051

Dear Sir,

• Sub: Application under Regulation 59A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between Raymond Limited (‘RL’ or the ‘Demerged Company’) and Raymond Consumer Care Limited (‘RCCL’ or the ‘Resulting Company’ or the ‘Transferee Company’) and Ray Global Consumer Trading Limited (‘RG’ or the ‘Transferor Company’) and their respective shareholders under section 230 to 232 read with section 66 and other applicable provisions of the Companies Act, 2013 (‘Scheme’)

Dear Sir/ Madam,

We refer to the aforementioned application which was uploaded on the NSE Listing Centre on May 12, 2023 and which was published on the NSE website on June 23, 2023 for the general public.

In terms of Regulation 59A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and SEBI Circular No. SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/0000000103 dated 29 July 2022 and updated as on 01 December 2022 (‘SEBI Circular’), please find enclosed the Complaint Report in the format specified in the SEBI Circular for the period June 23, 2023 till July 14, 2023.

The Report on Complaints is also being uploaded on the website of the Company, i.e., https://www.raymond.in/investor as per the requirement of the said SEBI Circular.

For Raymond Limited

Rakesh Darji Company Secretary

345

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Report on Complaints

Period of Complaints Report: June 23, 2023 to July 14, 2023

Part A

Sr.	Particulars	Number
No.
1.	Number of complaints received directly	Nil
2.	Number of complaints forwarded by Stock Exchange(s)/ SEBI	Nil
3.	Total Number of complaints/comments received (1+2)	Nil
4.	Number of complaints resolved	NA
5.	Number of complaints pending	NA

Part B

Sr.	Name of complainant	Date of complaint	Status
No.			(Resolved/Pending)
1.		Not Applicable
2.

For Raymond Limited

Rakesh Darji Company Secretary

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ANNEXURE XVI

Details of ongoing adjudication, recovery proceedings, prosecutions initiated and all other enforcement action taken, if any against Raymond Limited (“the Company), its promoters and directors.

1. A criminal miscellaneous application was filed on January 9, 2020 by Sunita @ Lata Suresh Bhuyal the family member of Y.R. Tarvi before the Sessions Court, Thane against Raymond Limited, its Directors, Company Secretary and Chief Financial Officer under the Indian Penal Code, 1860 and the Scheduled Caste and Scheduled Tribes (Prevention of Atrocities) Act, 1989 (“ SC & ST Act ”) for alleged encroachment of the lands admeasuring 11.78 acres at Thane. An investigation order dated March 21, 2020 was issued under Section 156 of the Code of Criminal Procedure, 1973 by the Sessions Court, Thane. Raymond Limited filed an application under Section 482 of the Code of Criminal Procedure, 1973 before the High Court of Bombay on September 21, 2020 for quashing the investigation order passed under the criminal miscellaneous application. The High Court of Bombay issued a stay order on the said investigation order on October 12, 2020. The application filed before the High Court of Bombay is currently pending.

2. An FIR was lodged against some employees of Raymond Limited and Gautam Hari Singhania, one of the directors of Raymond Limited on March 20, 2020 at the Manak Nagar Police Station, Lucknow under Section 147 and Section 420 of the Indian Penal Code, 1860. Two quash petitions were filed before the High Court of Bombay. The first Writ Petition (for respondents residing in Maharashtra) was filed on August 23, 2020 and an ad-interim stay against the said FIR was passed by way of order dated August 25, 2020. The Second Writ Petition (for respondents residing outside Maharashtra) was filed on September 2, 2020 and an ad- interim order dated September 4, 2020 was passed which stayed the said FIR. The matter is currently pending.

3. Revenue Case No. 271/B-103/2014-15 / Collector Of Stamps: Collector of Stamps issued Notice for Non-Payment of Stamp Duty of over Rs. 2.5 Crores in respect of Indenture of Mortgage executed on 14.07.2014 and registered at Jalgaon, since properties mentioned in Schedule were situated at Madhya Pradesh . The same was duly replied by Raymond. The matter is posted for orders.

4. Complaint bearing no. SCC 1212/2022 was filed by the Inspector of Legal Metrology before the Judicial Magistrate First Class Ratnagiri against the directors of Raymond Limited including Gautam Hari Singhania and Nawaz Modi Singhania, for non-compliance under Section 18-1 of the Legal Metrology Act, 2009 read with Rule 6(1) (e) of the Legal Metrology (Packaged Commodities) Rules, 2011. Matter is pending for steps

5. A writ petition was filed by Raymond Limited before the High Court of Madhya Pradesh on July 30, 2014 challenging the legality, validity and propriety of the order passed by the Energy Division of State of Madhya Pradesh on May 13, 2014 imposing an electric duty of ₹28.55 million on Raymond Limited under the provisions of Madhya Pradesh Electric Duty Act, 2012. The writ petition also challenged the validity of the Schedule as well as Section 3(3) of the Madhya Pradesh Electric Duty Act, 2012 on the ground that the same is discriminatory and arbitrary in nature. This matter is currently pending.

6. A demand notice was issued by the Water Department, Madhya Pradesh to Raymond Limited on August 2, 2004 to deposit water tax amounting to ₹ 3.96 million. Pursuant to which, Raymond Limited filed a writ petition before the High Court of Madhya Pradesh at Jabalpur on September 14, 2004 against the State of Madhya Pradesh and others. An interim stay was granted by the High Court of Madhya Pradesh at Jabalpur, on October 13, 2004 restraining the Water Department, Madhya Pradesh from taking coercive steps provided that Raymond Limited furnished a bank guarantee for a sum of ₹4 million. A bank guarantee was provided by Raymond Limited and is valid and subsisting as on date. This matter is currently pending.

7. A notice was issued by the Legal Metrology Department against all directors of Raymond Limited on November 21, 2021 by the Karkardooma Court at New Delhi for non-compliance under Section 18(1), and 36(1), of the Legal Metrology Act, 2009. This matter is currently pending.

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1. Thane property dispute with Mr. Tarvi (as set out in the sheet below)

2. Dharmrajya Kamgar Karmchari Sangh, Sudhir Gangadhar Ranade and Sarva Shramik Sangh filed public interest litigations against Raymond Limited before the Bombay High Court on April 20, 2016, December 12, 2015 and February 25, 2016 respectively. A civil writ petition filed by Pratap Sarnik against Raymond Limited before the Bombay High Court was converted into a public interest litigation on September 24, 2010. The public interest litigations were filed to restrict the development of the land situated at Thane for industrial purposes only and declare that the said land forms a part of the exemption order passed on June 30, 1983 under Section 20 of the Urban Land (Ceiling and Regulation) Act, 1976 (“ ULC Act ”). The High Court of Bombay is yet to hear and admit the public interest litigations. These matters are currently pending.

3. An application was filed on December 12, 2000 to accurately determine the stamp duty applicable on the transfer of cement plant at Gopal Nagar by Raymond Limited to Lafarge India Limited in 1999 and a consolidated report for valuation was prepared, according to which a stamp duty of ₹ 37.4 million was payable. The stamp duty and registration charges were paid and a deed of conveyance was executed. A revision application was filed by the State of Chhattisgarh on March 22, 2001, for setting aside the adjudication. The revision petition filed by the State of Chhattisgarh was allowed and an order was passed on July 9, 2021 directing Raymond Limited to pay approximately ₹1960 million within a period of 90 days towards short payment of stamp duty. A writ appeal was filed by Raymond Limited against the order passed by the Board of Revenue before the High Court of Chhattisgarh at Bilaspur on September 20, 2021. The said order was stayed subject to the deposit of approximately ₹150 million and an application was filed by Raymond Limited to submit a bank guarantee instead of making a deposit of ₹150 million in cash. This matter is currently pending.

4. Three duplex flats in J.K. House Building were leased by Raymond Limited to Pashmina Holdings Limited on March 28, 1994 and further sub-leased to Veenadevi Singhania (along with Anant Singhania), Akshaypat Singhania and Vijaypat Singhania on April 28, 1994. Three separate tripartite agreements were executed on November 6, 2007 between Raymond Limited, Pashmina Holdings Limited, and the three individuals, in relation to the re-development of the old J.K. House Building, which envisaged making an offer for sale, on receipt of occupation certificate, to all sub-lessees for similar sized apartments in the new building. Notices were sent by the three individuals expressing their interest in purchasing the said flats on November 21, 2016 and on January 13, 2017. Three commercial arbitration petitions were filed before the High Court of Bombay on April 11, 2017 and the matters were referred to an Arbitral Tribunal. Statements of Claim were filed on April 5, 2018 praying for specific performance of the Tripartite Agreement and in the alternative to specific performance, damages and other reliefs were sought. Off the 3 petitions, Awards were passed in favor of the Company in 2 petitions. The 3rd petition is pending. The 2 claimants, Veenadevi Singhania and Akshaypat Singhania have preferred appeals & application U/s. 34 & 9 of Arbitration Act, 1996 challenging the Arbitral Tribunal award & for directions respectively.

5. A suit was filed before the High Court of Bombay, by Raivathari Singhania and 3 others (all four being the grandchildren of Vijaypat Singhania) against their father Madhupati Singhania (being Vijaypat Singhania’s son), his wife, Vijaypat Singhania and Raymond Limited for setting aside among others, family settlement which was executed on December 30, 1998. After two stages of judicial determination, on December 5, 2016, the parties filed consent minutes in a notice of motion wherein Vijaypat Singhania agreed among other things to maintain status quo on certain assets owned by him. Thereafter preliminary issues as whether the suit filed by the plaintiffs or any of it is barred by law of limitation were framed. This matter is currently pending.

6. Raymond Limited has filed 9 complaints and appeals against various persons under Section 138 of the Negotiable Instruments Act, 1881, in relation to dishonour of cheques and recovery of dues. The matters are pending at different stages of adjudication before various fora.

348

1. A criminal application was filed by Raymond Limited against Vishal Patel before the Chief Judicial Magistrate, Ratnagiri on March 15, 2017 under Section 499 and Section 500 of the Indian Penal Code, 1860, for publishing defamatory statements in a newspaper on March 2, 2017, captioned as ‘Open Letter from Minority shareholders of Raymond Limited’ with highly defamatory imputations against Raymond Limited and its management. Trial has begun before the magistrate court-Ratnagiri. The Chief Judicial Magistrate, Ratnagiri issued an order for process of summons on April 3, 2017 and Vishal Patel appeared before the Chief Judicial Magistrate, Ratnagiri. A revision application was filed by Vishal Patel on July 26, 2017 before the District and Sessions Judge, Ratnagiri, challenging the order of process issued by the Chief Judicial Magistrate, Ratnagiri. The revision application filed by Vishal Patel, was dismissed in favour of Raymond Limited on December 6, 2018 and a criminal revision application No.1492 of 2019 was filed by Vishal Patel before the High Court of Bombay. This matter is currently pending.

2. An injunction application was filed by Raymond Limited on June 1 2015, before the Judicial Magistrate of First Class, Sausar to prevent certain workmen from indulging in illegal activities like protests and gheraos within a radius of 100 meters of the factory premises at Borgaon, Sausar, Silwada, Madhya Pradesh. The Judicial Magistrate of First Class, Sausar granted a temporary injunction on June 2, 2015, refraining the workmen from indulging in any illegal activities within a radius of 100 meters of the factory premises and a permanent injunction was granted on October 28, 2021. A contempt application was filed by Raymond Limited before the Judicial Magistrate of First Class, Sausar on December 23, 2016 against the violation of court order issued against the workers of Raymond Limited, refraining them from indulging into any illegal activities within a radius of 100 meters of the factory premises. This matter is currently pending.

3. An FIR was lodged and a criminal complaint was filed by Raymond Limited against Pramod Sahare, an ex- employee of Raymond Limited before the Judicial Magistrate of First Class, Sausar on 29 April, 2015 for misbehavior with the erstwhile works director of Raymond Limited at Brahman Pipla. This matter is currently pending.

4. A defamation suit was filed by Raymond Limited on 19 February, 2018 before the Judicial Magistrate of First Class, Sausar against Umashankar Tembre, an ex-employee of Raymond Limited and a few others, who formed a part of the Samiti which published defamatory statements against Raymond Limited stating the management and the officers to be corrupt, and dishonest. This matter is currently pending.

5. A complaint was filed by Raymond Limited against Anant Singhania and Akshay Singhania under Section 452 of Companies Act, 2013 before the Additional Chief Metropolitan Magistrate Court at Ballard Pier on September 19, 2019 for eviction of Anant Singhania and Akshaypat Singhania for illegally occupying the First Floor premises at New Hind House, Ballard Estate, Mumbai. Anant Singhania and Akshaypat Singhania filed two revision applications on March 9, 2021 and April 22, 2021 respectively before the Sessions court, Mumbai for challenging the process issuance order which was allowed vide order dated September 9, 2021 and the matter was remanded to the Magistrates Court. Petitions under Section 482 were filed against the said orders by Raymond Limited on October 1, 2021 before the High Court of Bombay. The Hon'ble High Court after hearing the submissions in the matter at length was pleased to allow the said Interim Applications. This matters are currently pending.

6. Raymond filed a writ petition dated March 12, 2021 before the High Court of Bombay challenging the order of the City Civil Court, Bombay dated February 17, 2021. New Sarnath CHS (a co-operative housing society) filed a suit on May 31, 2004 in Bombay High Court against Raymond Limited and Gautam Hari Singhania, among others, seeking relief for enforcement of statutory obligations on the part of Raymond under the provisions of MOFA Act 1963 i.e execute deed of conveyance in favour of New Sarnath CHS and their entitlement for using the common terrace and recreational space / garden. New Sarnath CHS has also filed a Chamber Summons with the City Civil Court, Bombay on July, 2016 for carrying out amendments to its suit, which was partly allowed vide order dated February 17, 2021. New Sarnath has served the company a copy of amended plaint, however, amendment was not carried out within the

349

statutory stipulated time; court permission was not taken before delayed filing and also incorrect amendment was carried out relating to portion which were not allowed. The Hon’ble Court has disallowed the incorrect amendments and it is posted for filing additional written statement.

1. A tender was floated by National Textile Corporation on May 2, 1988 for the sale of New Hind House, NM Marg, Ballard Estate, Thane. A bid and security deposit was placed by Raymond Limited. Raymond Limited’s application was rejected; however, the security deposit was not returned. Since, the deposit was not returned and the relevant actions were not initiated to undertake the sale of the aforementioned property, the Company filed a suit for specific performance before the High Court of Bombay. The High Court of Bombay passed an order on August 19, 1989 directing that the eviction proceedings against Raymond Limited may continue but the orders for eviction shall not be implemented until further orders. The Estate Officer, National Textile Corporation commenced eviction proceedings against Raymond Limited in 1989 in respect of the ground and first floors of the said premises and passed an order on February 13, 2006 directing Raymond Limited to vacate the said premises. An appeal was filed by Raymond Limited before the City Civil Court at Bombay challenging the order passed by the Estate Officer, however the order passed by the Estate Officer was upheld on February 7, 2009 by the City Civil Court at Bombay. Pursuant to which, Raymond Limited filed a writ appeal before the High Court of Bombay on June 10, 2009 and the High Court of Bombay passed an order dated July 15, 2009 stating that no interim reliefs were required as National Textile Corporation was directed to not evict Raymond Limited vide an order dated August 19, 1989. This matter is currently pending.

2. 12 consumer cases have been filed by customers against the company alleging deficiencies in product and services. The aggregate claims amount to Rs. 5 lakh.

3. 83 matters have been filed by various workmen from Thane, Vapi Jalgaon and Chindwara for various releifs including reinstatement, backwages, statutory dues, other dues, before the Labour courts, Industrial courts and the High Courts.

4. A complaint was filed against Vijaypat Singhania and Gautam Hari Singhania under section 51, 52A, 63A, 63B of Copyright Act and 406 and 420 of Indian Penal Code by Bharati Bhogilal Patel, alleging patent infringement on one of the machines used for production by the then files business of Raymond Limited. The Metropolitan Magistrate’s 10[th] court at Andheri, Mumbai by way of its order dated November 23, 2010, ordered investigation. Pursuant to quash petition filed by both parties, High Court of Bombay by way of its order dated July 12, 2021 ordered stay on the order of the Metropolitan Magistrate’s court. The complainant’s patent registration was rectified and removed from the Patent register, the complaint was rendered infructuous.

5. Vijaypat Singhania filed an application on November 24, 2017 with the Maintenance Tribunal, under section 23 of Maintenance and Welfare Senior Citizen and Parents Act, 2007 stating that gift of equity shares of J.K. Investors (Bombay) Limited and Smart Investment Private Limited (presently known as Smart Advisory and Finserve Private Limited) by him to Gautam Hari Singhania was conditional and hence, be revoked. The Tribunal by way of its order dated June 26, 2018, rejected the application pursuant to which Vijaypat Singhania preferred an appeal with the appellate authority and the appellate authority by way of its order dated March 20, 2019 upheld the order of the Tribunal. Vijaypat Singhania has filed a writ petition on February 26, 2020 before the High Court of Bombay challenging this order by the appellate authority. The matter is currently pending.

6. A writ petition was filed by Vijaypat Singhania against the Assistant Charity Commissioner and Gautam Hari Singhania and other Trustees of Smt. Sulohanadevi Singhania School Trust, before the High Court of Bombay, to set aside among others, order dated September 10, 2018 passed by the Assistant Charity Commissioner on an application filed under Section 50 (A)(3) of the Mumbai Public Trust Act, 1950 appointing two additional trustees of the said Trust; the decisions taken in the subsequent meeting held by the trustee under which among others, Gautam Hari Singhania was appointed as the chairman of the Trust. No interim reliefs have been passed pursuant to the said writ petition and the matter is currently pending.

350

1. A complaint was filed by Gautam Hari Singhania, through his constituted attorney Chandrakant Gupta against P.R. Jain inter alia under Section 416 and 420 of the Indian Penal Code, 1860, before the Metropolitan Magistrate, Ballard Pier in July, 2018. Gautam Hari Singhania through his constituted attorney Chandrakant Gupta alleged that P.R. Jain wrongfully appeared on behalf of Vijaypat Singhania, and had represented to have been authorized by Vijaypat Singhania, although there was no power of attorney to that effect. This matter is currently pending.

2. As on 24[th] January, 2024 there are 9 complaints filed by purchasers of residences in the realty projects under construction by Raymond’s realty division before RERA and the consumer courts for refund of booking amounts aggregating Rs. 42.37 lakhs plus applicable interest. The Company has filed 5 complaints for cancellation of agreement for sale.

28. Income Tax

• i. Raymond Limited has ongoing disputes with Income Tax Authorities relating to tax treatment of certain items. These mainly include disallowance of expenses and tax treatment of certain expenses claimed by Raymond Ltd as deduction.

• ii. Most of these disputes and / or disallowances, being repetitive in nature, have been raised by the Income Tax Authorities consistently in most of the year.

• iii. As on 24th January, 2024 there are matters and / or disputes pending in appeal amounting to Rs. 53.28 crore (March 31,2023: Rs. 53.28 crore, Refer page 219 of audited accounts)

• iv. The details of significant issues are as under:

• a. Disallowances related to expenses incurred with respect to commission paid to selling agents. (Tax impact of approx. Rs. 12.52 crore)

• b. Disallowances related to expenditure incurred with respect to certain House Properties. (Tax impact of approx. Rs. 10.89 crore)

• c. Disallowances related to expenditure incurred in earning exempt income u/s 14A of the Income Tax Act. (Tax impact of approx. Rs. 6.80 crore)

• v. Raymond Ltd expects to sustain its position on ultimate resolution of the said appeals.

29. Indirect Tax:

Name of the statute	Gross Amount (in lakhs)	Amount paid under Protest (in lakhs)	Period to which the amount relates	Forum where dispute is pending	Remarks
Central Sales Tax Act and Local Sales Tax	17.57	11.27	FY 1999-00	Supreme Court	Entry Tax Dispute on HSD levied on its high taxability (State MP)
	57.81	45.88	FY 1995-97	High Court	Entry / Purchase Tax on coal from un- registered dealers (State Chattisgarh)

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Name of the statute	Gross Amount (in lakhs)	Amount paid under Protest (in lakhs)	Period to which the amount relates	Forum where dispute is pending	Remarks
	248.88	71.11	FY 1996-97, 1999-00, 2008-11, 2012-13	Tribunal	Statutory forms pendings including interest and penalty / Discounts issues (State Maharashtra & WB)
	689.97	157.83	FY 1985-86, 1989-90, 1992-00,. 2002-06, 2007-09, 2014-18	Commissioner	Various States- Statutory forms pendings including interest and penalty in CST & Goods returns / Credit note issues in VAT Regime.
Goods and Services Tax Act	36.99	29.18	FY 2020-21	Appellate Authority, State Tax, Raipur (C.G.)	GST Credit mismatch (State Chattisgarh)
	144.54	13.14	FY 2017-18	Additional commissioner, UP	GST Credit mismatch / tax reconciliations (State UP)
	1875.62	56.71	FY 2018-19	DC Commercial Taxes, Karnataka (RAL)	Sales returns, ineligible ITC, GST Credit mismatches etc (State Karnataka-RAL)
	74.63	3.67	FY 2017-18	Appellate Authority, State Punjab	ITC Mismatch, GSTR1 & 3B mismatches (State Punjab-RAL)
Total	3146.01	388.79

352

1. Please find below a list of other matters filed against the Company, its promoters and directors:

Sr. No.	Court/ Tribunal/ Authority	Parties	Brief summary of case	Current status	Against (Company / Promoter/ Director)
1	Suit 542 of 2014 High Court Bombay	Dhanasingh vs Raymond Ltd.	Raymond Limited had filed its written statements in Suit No. 4517 of 2013 and subsequently, filed a counter claim against the Vendor in the High Court of Mumbai for Rs.1.08 Crores.	For Admission	Raymond Limited
2	Civil Suit No. 20- B/2012 City Civil Court Indore	M/s. Gagan Gases Ltd. v/S Raymond Limited	On 11.12.2008, Raymond had placed an order with the plaintiff for supply of 208 Litres Drum of Mobil Oil at its factory located at Chhindwara. On 23-01-2009 the order was received in damaged condition. Quality check of the oil was done before the plaintiff’s representative and not found to be satisfactory, and quality was not fit for use by the Raymond. The plaintiff did not take possession of the said drum back from the transporter's godown and filed a suit for recovery of Rs. 3,43,230/ or 2% interest on Rs. 198,900/ from the date of the filing of the plaint or interest against the Company and its Directors.	For Arguments	Raymond Limited
3	WP 8718 of 2022 High Court; Bombay	Vinod Bansode V/s Raymond Limited	A group of 25 Security Guards have filed above Writ Petition against the respondents inter alia claiming that Security Gaurd Board has failed and neglected to register some of the security guards with the security board; failing which Raymond Limited had illegally terminated the services of petitioner’s nos. 19 to25.	For Arguments	Raymond Limited

353

Sr. No.	Court/ Tribunal/ Authority	Parties	Brief summary of case	Current status	Against (Company / Promoter/ Director)
4	OS.87 OF 1997 ACJM ALLAHAB AD	Gokul Vs Raymond Limited	Def. No.1 is Raymond ltd. It is alleged that Def No.2- were the share transfer agents of Raymond Ltd., Def. No.3 original shareholder, Def.no. 4 present shareholders. Plaintiff purchased 100 shares of Raymond ltd. On 8.5.1995 from Investors Point. On 6.7.1995, 2 share certificates were sent by the Plaintiff to Defendant No.2 under the presumption that it was the share transfer agent of Defendant No.1. But the share certificates were not returned. Notice was issued by Plaintiff to Def. No.1 and 2. No reply received. Later Plaintiff got to know that the Defendant was no longer the share transfer agent of Defendant No.1. Thereafter Plaintiff visited the Defendant No.1’s office he was informed that 50 shares had been transferred to Defendant No.4 on 12.3.1996 and balance 50 were still in the name of Def. No.3. Hence the present suit was filed by the Plaintiff for Declaration that he was a bonafide share holder of Defendant No.1 for 100 shares and for injunction restraining the Defendant No.3 and 4 from transfer of the said shares.	For Issues	Raymond Limited
5	COMM.C.S. 3179/2021 Ahmedabad	Sarabhai & Sons Vs. Raymond Apparel Limited	RAL had placed order with Sarabhai, it is the case of sarabhai that for the said order raw material was supplied to GRV Spintec but GRV spintec did not return the raw material or the finished product. It is further alleged and presumed that	For Arguments	Raymond Limited

354

Sr. No.	Court/ Tribunal/ Authority	Parties	Brief summary of case	Current status	Against (Company / Promoter/ Director)
			the finished products were supplied by GRV to RAL hence RAL has been made a party to the suit. There is no supporting document which shows that the finished products were supplied by GRV to RAL, The claim amount is Rs.40,00,384/-
6	ARB/192/20 21 Bombay District Court, Ludhiana	M/s PPE JAY Fabrics Pvt Ltd V/s Ramesh & Co.	Arbitration Matter filed by one PEE Jay Fabrics for recovery of their dues. Raymond is a formal party.	For Reply	Raymond Limited
7	Succ.court/1 17/2022 ACJ, East Delhi	Asech Kumar V/s State and Others; Raymond Limited	We received only a notice for appearance but have not received a copy of the petition. Hence not aware of the facts	next date 6/4/24	Raymond Limited
8	CS-398/22 Patiala House Court, New Delhi	Krishan Kant V/s Raymond Apparel Limited and Captain Shiju Thomas	Plaintiff is an Ex -Employee of Raymond Apparel Limited and he filed a suit for recovery of amount Rs.4,36,000/- inter alia for impending Salary for month of April 2020 to March 2021 and Three months Notice pay and also Rs 1 Lakh for compensation towards mental pain & agony.	For filing of affidavit of admission/d enial.	Raymond Limited
9	W.A. No. 271 Of 2023 Madras High Court	Raymond Pharmaceutic als v. UOI and Ors.	Appeal against judgment dismissing Writ Petition against ROC, Chennai order allowing the change of company name- Raymond Pharmaceuticals Limited on an application made by Raymond.	For Admission	Raymond Limited
10	Succ Court 154/2022 ACJ, Rohini Court, Delhi	Prabhakar v State and Ors.	Matter filed by legal heirs for issue of Succession Certificate. Raymond is a formal party.	For Evidence	Raymond Limited
11	Ref No. 132 of 2021 MSME, Meerut	M/s Orient Exports vs Raymond Apparel Ltd	The petitioner is claiming for purchase orders raised on him under a contract manufacturing agreement for supply of goods which included goodsmade on	For Settlement	Raymond Limited

355

Sr. No.	Court/ Tribunal/ Authority	Parties	Brief summary of case	Current status	Against (Company / Promoter/ Director)
			order. A part of the consignment was received by the Respondent and other order was cancelled. The Total amount claimed is 13,54,618 alongwith interest and INR 20,000/- per month as holding charges for goods made on order.
12	RTS / Appeal/ 71 of 2020 Addl. Collector, (Appeals), Thane	Mrs. Lila Raghunath Mankar (Tarvi) & Ors. V/s Raymond Ltd.	Appeal alongwith Condonation of delay filed against SDO Order dated 12/02/2019 allowing deletion in "other rights" Column of Tarvi's names entered vide Mutation Entry Nos.1426 & 4255 dated 25/01/1951 & 05/08/2008.	For arguments in delay application filed by Applicants. .	Raymond Limited
13	RTS / Appeal/ 72 of 2020 Addl. Collector, (Appeals), Thane	Y. R.Tarvi (Deceased) through Legal Heirs & Ors. V/s Raymond Ltd.	Appeal alongwith Condonation of delay filed against SDO Order dated 12/02/2019 allowing deletion in "other rights" Column of Tarvi's names entered vide Mutation Entry No. 4300 dated 11/08/2010.		Raymond Limited
14	RTS / Appeal /22 of 2020 Addl. Collector, (Appeals), Thane	Kishor Bharat Tarvi & Ors. V/s Raymond Ltd.	Appeal alongwith Condonation of delay filed against SDO Order dated 12/02/2019 allowing deletion in "other rights" Column.of Tarvi's names entered vide Mutation Entry No. 4299 dated 11/08/2010.		Raymond Limited
15	Regular Civil Suit no. 997 of 2019 Judge Civil Court, Thane	Y. R. Tarvi through heirs - Shashi Yashwant Tarvi & 14 Ors. v/s Raymond Ltd. & Anr.	Suit and Injunction filed claiming that as their ancestors were using lands for cultivation & Plantiffs are in possession till date as their names are appearing in revenue records. Raymond have encroached their lands while constructing their buildings therefore they are seeking to declare plaintiffs as protected tenant having their right, title and interest which Raymond do not have therefore seeking	For filing of amendment of plaint of bringing legal heirs on record.	Raymond Limited

356

Sr. No.	Court/ Tribunal/ Authority	Parties	Brief summary of case	Current status	Against (Company / Promoter/ Director)
			cancellation of sanctioned plans. Injunction application filed by Plaintiff was rejected on 11-02-2020.
16	Civil Appeal. No. 34 of 2020, Dist. Judge Civil Court, Thane	Y. R. Tarvi through heirs - Shashi Yashwant Tarvi & 14 Ors. v/s Raymond Ltd. & Anr.	Appeal against rejection of Injunction application on 11- 02-2020 in Regular Civil Suit no. 997 of 2019 Judge Civil Court, Thane	For arguments	Raymond Limited
17	Regular Civil Suit no.67 of 2011 Senior Division, Civil Court, Thane	Voltas Ltd v/s Raymond Limited & Thane Municipal Corporation	Since there wasn't access from Pokhran Road no.2 & which was forming part of Development Plan Road, Voltas had handed over land adm. 1944 Sq. Mtrs. to Thane Municipal Corportion, which in turn was taken over by Raymond. Voltas Ltd. filed suit to revoke and cancel by claiming that gratuitous license of access was given to Raymond without consideration. As the Raymond did not return land, hence suit was filed.	For framing issues	Raymond Limited
18	TNC/REV// THN/27 of 2022 / Maharashtra Revenue Tribunal, Mumbai (MRT)	Y. R. Tarvi (Deceased) through Legal Heirs & Ors. v/s 1. Raymond Ltd. 2. Smt. Sunitadevi Singhania Hospital Trust	Appeal against rejection of Tahsildar, Thane order dated 11-03-2016 of rejecting restoration of Thane lands to the Applicants under Aadivasi laws	For Final Arguments	Raymond Limited Sunitidevi Singhania Hospital Trust
19	Regular Civil Suit No. 315 of 2020 - Senior Division, Civil Court, Thane	Vishwas David Valvi v/s Raymond Ltd. & Heirs of Tarvi Ors	Plaintiffs claims to have executed MOU with Tarvi's family for transfer of their ownership and or seeks Development rights upon disposal of orders in their favour. It is claimed that the rejection of Injunction application inthe existing	For Hearing of the Injunction application	Raymond Limited

357

Sr. No.	Court/ Tribunal/ Authority	Parties	Brief summary of case	Current status	Against (Company / Promoter/ Director)
			R.C.S. No. 997 of 2019 was in collusion between Tarvi's and Raymond Ltd so as to not implement terms of MOU. Hence Plaintiff wants declartion as to collusion between Tarvi and Raymond, no Tenancy order was passed to declare that original ancestor was not "Protected Tenant", lands are belonging to Adivasis. Injunction Application seeks restraintment on the construction activity use of FSI etc. till the disposal of suit by way of permenant injunction.
20	RTS / Reviewn /101 of 2023 - Sub Divisional Office, Thane	State of Maharashtra v/s 1) Raymond Woollen Mills Ltd. 2) Sunitidevi Singhania Hospital Trust 3) Y.R. Tarvi (deceased) through heirs	SDO issued suo-moto notices against Raymond to review the entry of the Hospital Trust in “other rights" column of the Property card.	For Steps	Raymond Limited Sunitidevi Singhania Hospital Trust
21	Civil Writ Petition Nos. 7465, 7499, 7500 to 7507 of 2000 High Court Bombay	The Municipal Corporation of Thane v/s The Raymond Woollen Mills Ltd.	Raymond for various years after payment of property tax under objection filed Municipal Appeals challenging notices of Property Tax. The appeals were allowed on 22-12- 1989, hence the Corporation filed appeal which was dismissed on 29-01-2000, therefore Civil Writ Petition was filed before the Hon'ble High Court.	Admitted (Unready)	Raymond Limited
22	APPEAL (L) NO. 562 OF 2019 Maharashtra Revenue	Smt. Surekha Sandip Sunad & Anr. v/s	Appeal alongwith Condonation of delay for more than 4 years filed against A.L. T. & Tahasildar, Thane order	For service of Notice	Raymond Limited

358

Sr. No.	Court/ Tribunal/ Authority	Parties	Brief summary of case	Current status	Against (Company / Promoter/ Director)
	Tribunal, Mumbai (MRT)	Raymond Limited	dated 15-05-2015 which rejected the claim of restoration of Thane lands admeasuring 2.89 Acres back to the applicants and their predecessors.
23	Pre- Institution Mediation in Commercial Disputes No. 221 of 2023 Bombay High Court	International Travel House Limited vs Raymond Limited and Raymond Apparel Limited	The Plaintiff entered into an agreeement dated 16.10.2019 with Raymond Limited for providing travel requirements and other travel related services. The Plaintiff states that the Defendants have defaulted in making the payments against the invoices raised in respect of the services.	For Mediation	Raymond Limited
24	Sp CS 119/ 0F 2019 Civil Court, Alibag	Ajit Gulabchand vs State of Maharashtra & Ors. (Dr. Singhania is defendant no. 5)	Piece of land was purchased by Dr. Vijaypat Singhania and Anr. in 1998 and subsequently sold to Mr. Gulabchand in the year 2002. The land was falling under the class Occupant - 2 and accordingly the najarana was required to be paid towards the transfer. The najarana as per the orders of the Kokan Commissioner was paid from time to time. However the najarana was calculated on the basis of market value and not on the basis of the consideration paid, which was higher than the market value. The recovery proceedings are initiated by the State claiming arrears and the interest thereon. This suit is filed by Mr. Gulabchand seeking to restrain the department from taking coercive steps.	For Evidence	Dr. Vijaypat Singhania
25	RTS APPEAL 47/10 SDO Belapur	Ajit Gulabchand vs State of Maharashtra & Ors. (Dr.	Piece of land was purchased in 1998 and subsequently sold in the year 2002. The land was falling under the class Occupant-2 and	For hearing	Dr. Vijaypat Singhania

359

Sr. No.	Court/ Tribunal/ Authority	Parties	Brief summary of case	Current status	Against (Company / Promoter/ Director)
		Singhania is defendant no. 5)	accordingly the najarana was required to be paid towards the transfer. The najarana as per the orders of the Kokan Commissioner was paid from time to time. However the najarana was calculated on the basis of market value and not on the basis of the consideration paid, which was higher than the market value. The recovery proceedings are initiated by the State claiming arrears and the interest thereon, the present RTS appeal is filed by the plaintiff challenging the same.

Disclaimer: Legal notices not converted to litigations /proceedings have not been captured in the list above.

360

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NOTICE CONVENING MEETING OF UNSECURED CREDITORS OF RAYMOND LIMITED PURSUANT TO ORDER DATED 17 JANUARY 2024 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

MEETING	MEETING
Day	Monday
Date	26 February2024
Time	3 PM(IST)
Mode of Meeting	Through Video Conferencing(‘VC’)or Other Audio-Visual Means(‘OAVM’)
Cut-off date for e-Voting	Saturday,30 September 2023
Remote e-Voting start date and time	Thursday,22 February2024 at 9 AM(IST)
Remote e-Voting end date and time	Sunday,25 February2024 at 5 PM(IST)

Sr. No.	Contents	Page no.
1.	Notice of Meeting of Unsecured Creditors of Raymond Limited (‘Notice’)under the provisions of Sections 230-232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016(‘CAA Rules’)	1-11
2.	Explanatory Statement under Sections 230 to 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 (‘Act’)and Rule 6 of theCAA Rules,SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with applicable SEBI Circulars	12-40
3.	Annexure I Composite Scheme of Arrangement between Raymond Limited (‘Company’ or the ‘Demerged Company’)and Raymond Consumer Care Limited(‘Resulting Company’ or the ‘Transferee Company’) and Ray Global Consumer Trading Limited(‘Transferor Company’) and their respective shareholders(‘Scheme’)under Sections 230-232 read with Section 66 of the Companies Act, 2013	41-86
4.	Annexure II Unaudited standalone and consolidated financial results (limited reviewed) of the Company for the quarter and half year ended 30 September 2023	87-105
5.	Annexure III Audited Financial Statements of the Resulting Company/ Transferee Company for the half year ended 30 September 2023	106-150
6.	Annexure IV Audited Standalone and Consolidated Financial Statements of the Transferor Companyfor the halfyear ended 30 September 2023	151-216

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7.	Annexure V Report of the Board of Directors of the Company dated 27 April 2023 pursuant to Section 232(2)(c) of the Companies Act, 2013	217-222
8.	Annexure VI Report of the Board of Directors of the Resulting Company/ Transferee Company dated 27 April 2023 pursuant to Section 232(2)(c) of the Companies Act, 2013	223-226
9.	Annexure VII Report of the Board of Directors of the Transferor Company dated 27 April 2023 pursuant to Section 232(2)(c) of the Companies Act, 2013	227-229
10.	Annexure VIII Joint Valuation Report dated 27 April 2023 issued by KPMG Valuation Services LLP, Registered Valuers (IBBI Registration No. IBBI/RV-E/06/2020/115) and BDO Valuation Advisory LLP, Registered Valuers (IBBI Registration No. IBBI/RV-E/02/2019/103) along with clarificatory letters issued for the queries raised by the Stock Exchanges(‘Valuation Report’)	230-291
11.	Annexure IX Fairness Opinion Report dated 27 April 2023 issued by ICICI Securities Limited, an Independent SEBI Registered Merchant Banker (‘Fairness Opinion’)	292-296
12.	Annexure X Information pertaining to the Resulting Company/ Transferee Company in the format specified for abridged prospectus as provided in SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated 4 February, 2022 read with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 along with certificate issued by ICICI Securities Limited, an Independent SEBI Registered Merchant Banker	297-314
13.	Annexure XI Information pertaining to the Transferor Company in the format specified for abridged prospectus as provided in SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated 4 February, 2022 read with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 along with certificate issued by ICICI Securities Limited, an Independent SEBI Registered Merchant Banker	315-332
14.	Annexure XII Observation Letter dated 01 December 2023 issued by BSE Limited (‘BSE’)	333-336

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15.	Annexure XIII Observation Letter dated 01 December 2023 issued by National Stock Exchange of India Limited(‘NSE’)	337-340
16.	Annexure XIV Complaint Report submitted by the Company to BSE	341-342
17.	Annexure XV Complaint Report submitted by the Company to NSE	343-346
18.	Annexure XVI Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Company, its promoters and directors	347-360

The Notice of the Meeting, Statement under Sections 102, 230 to 232 and other applicable provisions of the Companies Act, 2013 and Rule 6 of the CAA Rules, 2016, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with applicable SEBI Circulars and Annexure I to Annexure XVI (page nos. 41 to 360) constitute a single and complete set of documents and should be read in conjunction with each other, as they form an integral part of this document.

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IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

CA (CAA) No. 281/MB-IV/2023

FORM NO. CAA. 2

[Pursuant to Section 230(3) of the Act and Rule 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

IN THE MATTER OF SECTIONS 230 TO 232 READ WITH SECTION 66 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT BETWEEN RAYMOND LIMITED AND RAYMOND CONSUMER CARE LIMITED AND RAY GLOBAL CONSUMER TRADING LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

Raymond Limited , } a company incorporated under the provisions of the } Indian Companies Act, 1913 and a public limited } Company within the meaning of Companies Act, 2013 } and having its registered office at Plot No 156/H.No. 2, } Village Zadgaon, Ratnagiri – 415612, Maharashtra } CIN: Ll7117MH1925PLC001208 } ... Company/ Demerged Company

NOTICE CONVENING MEETING OF UNSECURED CREDITORS

To,

All the Unsecured Creditors of Raymond Limited (the “Demerged Company”)

1. NOTICE is hereby given that, in accordance with the Order dated 17 January 2024, in the above mentioned Company Application, passed by the Hon’ble National Company Law Tribunal, Mumbai Bench (‘Tribunal’) (‘Tribunal Order’) , a Meeting of the Unsecured Creditors of the Company, will be held for the purpose of their considering, and if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Arrangement between Raymond Limited and Raymond Consumer Care Limited and Ray Global Consumer Trading Limited and their respective shareholders (‘Scheme’) on 26 February 2024 at 3 PM (IST).

2. Pursuant to the said Tribunal Order and as directed therein, the Meeting of the Unsecured Creditors of the Company (‘Meeting’) will be held through Video Conferencing (‘VC’) /Other Audio Visual Means (‘OAVM’) , in compliance with the applicable provisions of the Companies Act, 2013 (‘Act’) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20 June 2023 (‘SEBI Master Circular’) , General Circular No. 09/2023 dated

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25 September, 2023, issued by the Ministry of Corporate Affairs (‘MCA Circular’) and Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India (‘SS-2’) to consider, and if thought fit, to pass, with or without modification(s), the following resolution for approval of the Scheme by requisite majority as prescribed under Section 230(1) and (6) read with Section 232(1) of the Act, as amended:

“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 read with section 66 of the Companies Act, 2013, the rules, circulars and notifications made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, read with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20 June 2023 and other applicable SEBI Circulars, the Observation Letter issued by the Stock Exchanges viz. BSE Limited and the National Stock Exchange of India Limited, in this regard (including any statutory modification(s) or re-enactment(s) and circulars issued thereof, for the time being in force) and subject to the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of Hon’ble National Company Law Tribunal, Mumbai Bench and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be deemed appropriate by the parties to the Scheme, at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the ‘Board’ which term shall be deemed to mean and include one or more Committee(s) constituted/ to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Composite Scheme of Arrangement between Raymond Limited and Raymond Consumer Care Limited and Ray Global Consumer Trading Limited and their respective shareholders (‘Scheme’) , be and is hereby approved;

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this Resolution and effectively implement the arrangement embodied in the Scheme and to make any modifications or amendments to the Scheme at any time and for any reason whatsoever, and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Tribunal while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper, without being required to seek any further approval of the creditors and the creditors shall be deemed to have given their approval thereto expressly by authority under this Resolution.’

1. TAKE FURTHER NOTICE that the Unsecured Creditors shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes: (a) by remote electronic voting during the period as stated below (‘remote e-Voting’) ; or (b) through e-Voting system available at the Meeting to be held virtually (‘e-Voting at the Meeting’) :

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REMOTE E-VOTING PERIOD Commencement of voting Thursday, 22 February 2024 at 9 AM (IST) End of voting Sunday, 25 February 2024 at 5 PM (IST)

1. An Unsecured Creditor, whose name appears in the list of Unsecured Creditors of the Company as on the cut-off date, i.e., 30 September 2023, only shall be entitled to exercise his / her / its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an Unsecured Creditor as on the cut-off date, should treat the Notice for information purpose only. The value and number of Unsecured Creditors shall be in accordance with the books / records maintained by the Company. Voting rights of an Unsecured Creditor shall be in proportion to the outstanding amount due by the Company as on the cut-off date.

2. A copy of the said Scheme, statement under Sections 230 to 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules along with all annexures to such statement are annexed. A copy of this Notice and the accompanying documents are also placed on the website of the Company and can be accessed at www.raymond.in; the website of National Securities Depository Limited viz. (‘NSDL’) viz. www.evoting.nsdl.com, being the agency appointed by the Company to provide the e-Voting and other facilities for convening of the Meeting and the website of the Stock Exchanges i.e., BSE Limited (‘BSE’) viz. www.bseindia.com and the National Stock Exchange of India Limited (‘NSE’) viz. www.nseindia.com.

3. The Tribunal has appointed Dinesh Kumar Lal (Contact No. 02240367000), and failing him, Shantilal Pokharna, (Contact No. 02240367000) to be the Chairperson for the Meeting and Harsh Ruparelia (Membership No.:160171) (Mobile No. 9004357775), Practicing Chartered Accountant or any of the partners of A R C H and Associates, Chartered Accountants (ICAI Firm Registration No. 152180W) to be the Scrutinizer for the Meeting.

4. The Scheme, if approved at the aforesaid Meeting, will be subject to the subsequent sanction of the Tribunal and such other approvals, permissions and sanctions of regulatory or other authorities, as may be necessary.

For Raymond Limited

Sd/Shantilal Pokharna Chairperson appointed by the Tribunal for the Meeting

Thane, Thursday, 25 January 2024

Registered Office: Plot No. 156/H No. 2, Village Zadgaon, Ratnagiri – 415612, Maharashtra, India CIN: L17117MH1925PLC001208 Website: www.raymond.in E-mail: corp.secretarial@raymond.in Tel.: 02240367000

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Notes:

1. Pursuant to the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench (‘Tribunal’) vide its Order dated 17 January 2024 (‘Tribunal Order’) , the Meeting of the Unsecured Creditors of the Company is being conducted through video conferencing (‘VC’) / other audio-visual means (‘OAVM’) facility to transact the business set out in the Notice convening this Meeting. The deemed venue for the Meeting shall be the Registered Office of the Company situated at Plot No. 156/H No. 2, Village Zadgaon, Ratnagiri – 415612, Maharashtra, India.

2. The Statement pursuant to Sections 230 to 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 (‘Act’) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in respect of the business set out in the Notice of the Meeting is annexed hereto.

3. Pursuant to the directions of the Tribunal given under the Tribunal Order and Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended, Regulation 44 of the SEBI Listing Regulations read with SEBI Master Circular, SS-2, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (‘ MCA ’) for holding general meetings through e-voting vide General Circular Nos. 09/2023 dated 25 September, 2023 read with General Circulars No. 11/2022 dated 28 December 2022, 2/2022 dated 5 May 2022, 19/2021 dated 8 December 2021, 20/2021 dated 23 June 2021, 39/2020 dated 31 December 2020, 33/2020 dated 28 September 2020, 22/2020 dated 15 June 2020, 14/2020 dated 8 April 2020 and 17/2020 dated 13 April 2020 (including any amendments and clarifications thereto), issued by the Ministry of Corporate Affairs (collectively the ‘MCA Circulars’ ) the Company is providing to the Unsecured Creditors the facility to exercise their right to vote at the Meeting by electronic means, i.e., remote e-Voting and e-Voting at the Meeting (hereinafter referred to as ‘e-Voting’) . For this purpose, the Company has entered into an agreement with National Securities Depository Limited (‘NSDL’) for facilitating voting through electronic means, as the authorized agency.

4. An Unsecured Creditor, whose name appears in the list of Unsecured Creditors of the Company as on the cut-off date, i.e., 30 September 2023, only shall be entitled to exercise his / her / its voting rights on the resolution proposed in the Notice and attend the Meeting. Please note that Unsecured Creditors can opt for only one mode of voting i.e., either by voting at the Meeting or remote e-Voting. If Unsecured Creditors opt for remote e-Voting, then they should not vote at the Meeting and vice versa. However, once an e-vote on a resolution is cast by an Unsecured Creditor, such Unsecured Creditor is not permitted to change it subsequently or cast the vote again. Unsecured Creditors who have cast their vote by remote e-Voting prior to the date of the Meeting can attend the Meeting and participate in the Meeting but shall not be entitled to cast their vote again. A person who is not an Unsecured Creditor as on the cut-off date, should treat the Notice for information purpose only. The value and number of Unsecured Creditors shall be in accordance with the books / records maintained by the Company. Voting rights of an Unsecured Creditor shall be in proportion to the outstanding amount due by the Company as on the cut-off date.

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1. Subject to receipt of requisite majority of votes in favour, i.e., majority in number representing three fourth in value (as per Sections 230 and 232 of the Act), the Resolution proposed in the Notice shall be deemed to have been passed on the date of the Meeting.

2. The attendance of the Unsecured Creditors attending the Meeting through VC/ OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

3. Since this Meeting is being held through VC/ OAVM, physical attendance of Unsecured Creditors has been dispensed with. Accordingly, the facility for appointment of proxies by the Unsecured Creditors will not be available for the Meeting, and hence the Proxy Form, Attendance Slip and Route Map are not annexed hereto. Body Corporates are entitled to appoint authorised representatives to attend the Meeting through VC/ OAVM and participate there at and cast their votes by electronic means. The voting by the said authorized representative(s) is permitted, provided that the authorization, duly signed, is lodged with the Company, in physical at its registered office or by electronic mode, at least 48 (Forty-Eight) hours before the Meeting.

4. As per directions of the Tribunal Order and in terms with the MCA circulars, the Notice of the Meeting and the accompanying documents mentioned in the Index are being sent only through electronic mail to those unsecured creditors whose e-mail addresses are registered with the Company.

5. The Unsecured Creditors may note that the aforesaid documents are also available on the website of the Company at www.raymond.in and on the website of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively, the website of National Securities Depository Limited (‘NSDL’) at www.evoting.nsdl.com, being the agency appointed by the Company to provide VC / OAVM and e-Voting facility for the Meeting. If so desired, Unsecured Creditors may obtain a physical copy of these documents free of charge from the registered office of the Company on any day (except Saturday, Sunday and public holiday) up to the date of the meetings. Alternatively, a written request for obtaining physical / soft copy of these documents may be made by writing an e-mail in this regard to the Company Secretary at corp.secretarial@raymond.in along with details such as name, address, Permanent Account Number (PAN), mobile number and email address.

6. Harsh Ruparelia shall act as Scrutinizer to scrutinize the remote e-Voting process of Meeting in a fair and transparent manner.

7. The Scrutinizer will, after the conclusion of e-Voting at the Meeting, scrutinize the votes cast at the Meeting and votes cast through remote e-Voting, make a consolidated Scrutinizer’s Report and submit the same to the Chairperson of the Meeting. The result of e-Voting will be declared within two working days of the conclusion of the Meeting and the same, along with the consolidated Scrutinizer’s Report, will be placed on the website of the Company at www.raymond.in and on the website of NSDL at www.evoting.nsdl.com. The result will simultaneously be communicated to the Stock Exchanges. The result will also be displayed at the registered office of the Company.

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1. Documents for inspection as referred to in the Notice will be available electronically for inspection (without any fee) by the Unsecured Creditors from the date of circulation of this Notice up to the date of Meeting. Unsecured Creditors seeking to inspect such documents can access the same on the website of the Company at www.raymond.in.

2. Unsecured Creditors are requested to carefully read all the Notes set out herein and in particular, instructions for joining the Meeting and manner of casting vote through electronic means.

Remote E-Voting; Meeting through VC / OAVM; E-Voting at the Meeting

1. The facility of attending Meeting through VC/ OAVM is being provided by National Securities Depository Limited (NSDL). The facility of casting votes by an unsecured creditor using electronic means, i.e. (i) remote e-Voting and (ii) e-Voting at the Meeting, (hereinafter referred to as ‘e-Voting’) is also being provided by NSDL.

2. The remote e-Voting period will commence at 9 AM (IST) on Thursday, 22 February 2024 and end at 5 PM (IST) on Sunday, 25 February 2024. The e-Voting module shall be disabled by NSDL for remote e-Voting thereafter. However, the same shall be enabled once again during the course of the Meeting. An Unsecured Creditor, whose name appears in the list of Unsecured Creditors of the Company as on the cut-off date, i.e., 30 September 2023, only shall be entitled to exercise his / her / its voting rights on the resolution proposed in the Notice and attend the Meeting through electronic means. The voting rights of an unsecured creditor shall be in proportion to the principal amount due to them by the Company as on the cut-off date. A person who is not an Unsecured Creditor as on the cutoff date, should treat the Notice for information purpose only.

Once the vote on a resolution is cast by an Unsecured Creditor, the Unsecured Creditor shall not be allowed to change it subsequently.

Procedure for remote e-voting

The way to vote electronically on NSDL e-voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to the NSDL e-voting system Step 2: Cast your vote electronically on NSDL e-voting system.

Step 1: Access to NSDL e-voting system

1. Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile.

2. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder / Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

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• i. The User ID and Password for joining the Meeting through VC / OAVM and casting votes through e-voting are attached in the pdf file enclosed herewith. Please note that the password to open the pdf file is the unique id mentioned in the email or for the first time, the system will ask to reset your password.

• ii. The User ID and Password are sent to all the Unsecured Creditors whose email addresses are available with the Company.

• iii. Those Unsecured Creditors whose e-mail addresses are not available with the Company and as a result have not received the e-mail communication, may obtain the User ID and Password by writing to the Company as given below.

• iv. An unsecured creditor who cannot retrieve or has not received the User ID and Password, may obtain the same by sending a request at corp.secretarial@raymond.in. Such unsecured creditor is requested to provide his / her / its / name, address, PAN, mobile number and email address along with the request. The subject line of the request should clearly mention: “Login Id and Password for Unsecured Creditor for NCLT Convened Meeting- Raymond Limited”

• After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• Now, you will have to click on “Login” button.

• After you click on the “Login” button, home page of e-voting will open.

Step 2: Cast your vote electronically on NSDL e-voting system

1. After successful login at Step 1, you will be able to see the EVEN of the Company.

2. Click on “EVEN” of the Company (i.e. 127589) to cast your vote.

3. Now you are ready for e-voting as the voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

Procedure for e-voting at the Meeting

The procedure for e-voting at the Meeting is same as the procedure outlined above for remote e-voting.

Procedure for attending the Meeting through VC / OAVM

1. Unsecured Creditors can attend the Meeting through VC / OAVM after following the steps for ‘Access to NSDL e-voting system’ as outlined above in the procedure for remote e-voting.

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1. After successful login, Unsecured Creditors will be able to see the VC / OAVM link placed under ‘Join meeting’ menu against the Company’s name. Unsecured Creditors are requested to click on the VC / OAVM link placed under ‘Join meeting’ menu.

2. Facility to join the Meeting through VC/OAVM, will open 30 minutes before the scheduled time of the commencement of the Meeting.

3. Unsecured Creditors are encouraged to join the Meeting through Laptops for better experience.

4. Unsecured Creditors will be required to allow the camera and use internet with good speed to avoid any disturbance during the Meeting.

5. Please note that participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio / Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.

General Guidelines

1. It is strongly recommended not to share User ID and Password with any other person and take utmost care to keep them confidential.

2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) available at www.evoting.nsdl.com or call on toll free no.: 022 - 4886 7000 and 022 - 2499 7000 or send a request to Mr. Anubhav Saxena at evoting@nsdl.com.

3. All grievances connected with the NSDL e-voting system may be addressed to Mr. Anubhav Saxena, Asst. Manager, National Securities Depository Limited, Trade World, ‘A’ Wing, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013 or send an email to evoting@nsdl.com or call on the toll free no. 022 - 4886 7000 and 022 - 2499 7000.

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IN THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

CA (CAA) No. 281/MB-IV/2023

IN THE MATTER OF SECTIONS 230 TO 232 READ WITH SECTION 66 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT BETWEEN RAYMOND LIMITED AND RAYMOND CONSUMER CARE LIMITED AND RAY GLOBAL CONSUMER TRADING LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

Raymond Limited , } a company incorporated under the provisions of the } Indian Companies Act, 1913 having its } registered office at Plot No 156/H.No. 2, } Village Zadgaon, Ratnagiri – 415612, Maharashtra } CIN: Ll7117MH1925PLC001208 } ... Company/ Demerged Company

EXPLANATORY STATEMENT PURSUANT TO SECTIONS 230 TO 232 READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (‘ACT’) AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 (‘CAA RULES’) TO THE NOTICE OF THE MEETING OF UNSECURED CREDITORS OF RAYMOND LIMITED CONVENED PURSUANT TO ORDER OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH (‘TRIBUNAL’) DATED 17 JANUARY 2024 (‘TRIBUNAL ORDER’)

I. MEETING FOR THE SCHEME

This is a statement accompanying the Notice convening the Meeting of Unsecured Creditors of Raymond Limited (‘Company’) , for the purpose of their considering and if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Arrangement between Raymond Limited (‘Company’ or ‘RL’ or the ‘Demerged Company’) and Raymond Consumer Care Limited (‘RCCL’ or the ‘Resulting Company’ or the ‘Transferee Company’) and Ray Global Consumer Trading Limited (‘RG’ or the ‘Transferor Company’) and their respective shareholders (‘Scheme’) .

The Scheme inter-alia provides for

• ─ Demerger of lifestyle business carried on by RL through itself and its related subsidiaries along with the strategic investment in RG (‘Lifestyle Business Undertaking’) into RCCL; and

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• ─ Simultaneous amalgamation of RG with RCCL along with consequential reduction and cancellation of the paid up share capital of RCCL held by RG.

The salient features of the Scheme are given in Paragraph V of this Statement. The detailed terms of the arrangement may be referred to in the Scheme, annexed as ‘Annexure I’ .

Capital terms not defined herein and used in the Notice and this Statement shall have the same meaning as ascribed to them in the Scheme.

II. DATE, TIME AND MODE OF MEETING

Pursuant to an order dated 17 January 2024, passed by the Hon’ble Tribunal in Company Application (CAA) No. 281/MB-IV/2023, the Meeting of the Unsecured Creditors of the Company, will be held for the purpose of their considering and, if thought fit approving, with or without modification(s), the said Scheme through Video Conferencing (‘VC’)/ Other Audio Visual Means (‘OAVM’) on Monday, 26 February 2024 at 3 P.M. (IST). The Company is providing the facility to vote at the Meeting by electronic means, i.e., remote e-Voting and e-Voting at the Meeting.

III. NEED FOR MERGER AND DEMERGER/ RATIONALE AND BENEFITS OF THE SCHEME/ SYNERGIES OF THE BUSINESS OF THE ENTITIES INVOLVED IN THE SCHEME/ COST BENEFIT ANALYSIS OF THE SCHEME

The business presently undertaken by RL (directly and indirectly) comprise the lifestyle business and the non-lifestyle business both of which have different requirements and are operated independent of each other as separate business verticals. The requirements of each business, including in terms of capital, operations, knowledge, nature of risk, competitive advantages and strategies, and regulatory compliances are very distinct when compared with the other. Each of these business verticals are significantly large and mature and have a distinct attractiveness to divergent set of investors, strategic partners and other stakeholders.

To unlock the potential value of each business vertical, it is proposed through this Scheme, to: (i) completely segregate the lifestyle business and the non-lifestyle business and create two strong and distinctive platforms and flagship listed entities; (ii) amalgamate RG with RCCL to rationalize, simplify and streamline the group structure.

The proposed restructuring results in the following benefits:

• (i) The lifestyle business and the non-lifestyle business have both achieved scale and experience to sustain business on the basis of their own strengths. Additionally, both businesses deal with different sets of industry dynamics in the form or nature of risks, competition, challenges, opportunities and business methods. Hence,

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segregation of the two businesses would enable focused managements to explore the potential business opportunities more effectively and efficiently;

• (ii) Demerger will enable both RL & RCCL to enhance business operations resulting in operational synergies and achieving zero net debt for lifestyle business and non-lifestyle business by streamlining operations, more efficient management control and outlining independent growth strategies.

• (iii) Each business will be able to target and attract new investors with specific knowledge, expertise and risk appetite corresponding to their own businesses. Thus, each business will have its own set of likeminded investors, thereby providing the necessary funding impetus to the long-term growth strategies of each business;

• (iv) Demerger will enhance efficiencies and will have different business interest into separate corporate entity, resulting in operational synergies, simplification, focused management, streamlining and optimization of the group structure and efficient administration.

• (v) The demerger will unlock value of both businesses and result in shareholder value maximisation.

• (vi) The Amalgamation will further streamline the corporate structure of RCCL by aligning the interest of various shareholders directly.

• (vii) Pursuant to the Scheme, the equity shares issued by RCCL would be listed on BSE and NSE. The existing shareholders of RL would hold the shares of two (2) listed entities after the Scheme becoming effective; giving them flexibility in managing their investments in the two businesses having differential dynamics.

IV. BACKGROUND OF THE COMPANIES:

A. Particulars of the Demerged Company/ Company (Raymond Limited)

• (i) Raymond Limited is a public company incorporated on 10 September 1925 under the Indian Companies Act, 1913. The registered office of the Company is situated at Plot No. 156/H.No. 2, Village Zadgaon, Ratnagiri - 415612, Maharashtra, India. The Company is accordingly registered with the Registrar of Companies, Pune, having Corporate Identity Number (CIN) Ll7117MHI925PLC001208. Its Permanent Account Number with the Income Tax Department is AAACR4896A. The email address of the Company is corp.secretarial@raymond.in and the website is www.raymond.in. During the last five years, there has been no change in the Name or Registered Office of the Company. The equity shares of the

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Company are listed on the BSE Limited (‘BSE’) and the National Stock Exchange of India Limited (‘NSE’) (‘Stock Exchanges’) .

• (ii) The main objects of the Company are stated as under:

“The objects for which the Company is established are the following:

• (1) To carry on all or any of the businesses following, namely wool merchants, wool combers, worsted spinners, woollen spinners, worsted stuff manufacturers, cotton spinners and doublers, flax, hemp and jute spinners, linen manufacturers, flax, hemp, and jute merchants, bleachers and dyers and makers of vitriol, bleaching and dyeing materials, and to purchase, comb, prepare, spin, dye, and deal in flax, hemp, jute, wool, cotton, silk and other fibrous substances, and to weave, or otherwise manufacture, buy and sell and deal in linen cloth and other goods, and fabrics whether textile, felted, netted or looped, and to supply power.

• (2a) To acquire the Woolen Mills situated at Thana and known as the Wadia Woollen Mills.

• (2b) To carry on the business of chemists and druggists, dry salters, tallow merchants, soap and candle makers, oil and colour merchants, importers and manufacturers of and dealers in dyes, paints, chemicals and explosives, pharmaceutical, medicinal, chemicals, industrial and other preparations and articles, compounds, cements, oils, paints, pigments and varnishes, drug, dyeware, paints, colour grinders, makers of and dealers in proprietary articles of all kinds of electrical, chemical, photographical, surgical and scientific apparatus and materials.

• (2c) To carry on the business of Iron maker, Iron Founders, metal founders, steel makers, metal pressers, metal rollers, metal workers, metal convertors, steel plate makers, wire drawers, wire rope makers, makers of small tools, hand tools and other like products and to carry on business of Engineering Consultants and technicians, civil, mechanical and electrical engineers contractor and all or any of the businesses of founders of all metals, ferrous and non ferrous, tool makers, boiler makers, mill wrights machinists, smiths, smelters, welders, woods workers, tube, pipe and tank makers, platers, electroplaters, fitters and to buy, sell, manufacture, export, import and deal in all or any of the above specified article and products and all articles and products made from metal, wires and metallic substances as also all types, of plant and machinery, equipment appliances apparatus and also parts and component parts and other ancillary equipment and tools, used or capable of being used in connection therewith and other parts of

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machinery and other articles and other article and things as may from time to time be necessary or required for the business and manufacturing activity of the Company.

• (2d) To carry on all or any of the business of manufactures, producers, dealers, fabricators, assemblers, importers, exporters, hirers, repairers, cleaners, storers, warehousers, lessors, transporters of aero planes, air taxis, airlines, hovercrafts, helicopters and machines of all kinds capable of being flown in the Air, cartagers and haulage contractors, proprietors, owners and charterers of road vehicles, aircrafts and ships, tugs, barges and boats of every description lightermen and carriers of goods and passengers by road, rail, water or air, carmen, cartage contractors and agents, forwarding, transport and. commission agents, customs agents, stevedores, wharfingers, cargo superintendents, packers, haulers, warehousemen, storekeepers, engineers, electricians and job masters.

• (2e) To carry on the business and to own, buy, sell, possess, develop, redevelop, construct demolish, rebuild, renovate, repair, maintain, let out, hire, rent, lease, pledge, mortgagee or otherwise deal in all kinds of land structures and building and/or purchase for investments; or resell and to deal in all kinds of land and house and all kinds of immovable properties of any tenure and any interest therein and to create an interest, sell and deal in all kinds of land and to rent, lease, sublease all types of properties, dwelling units, office premises, industrial, galas, sheds, residential premises, shopping malls, multiplexes, construct residential houses, apartments, villas, condominiums, row houses, duplex houses, group houses, chawl houses, commercial complexes, parks, industrial parks, information technology parks, highways, bridges, expressways, Special Economic Zones, complex and other commercial, software parks, call centers, recreation centre, bowling alleys, hotels, restaurant, recreation clubs, castles, inns, motels, taverns, resorts, holiday homes, amusement park, townships, colonies, housing layouts, pleasure grounds, parks and the like of all kinds and description, holiday resorts, affordable housing projects, shopping malls, swimming pools, entertainment, complexes, nursing homes, godowns and any other housing and commercial projects under various provisions of law, development control regulations, town planning regulations and various schemes….”

• (iii) During the last five years, there has been no change in the main object clause of the Company.

• (iv) The Company is a leading Indian textile, lifestyle and branded apparel company with a wide network of operations in local as well foreign markets. The Company

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is also engaged in development of residential/ commercial real estate projects.

• (v) The share capital of the Company as on 30 September 2023 was as follows:

Particulars	Amount in INR
Authorized Capital
9,00,00,000 equityshares of INR 10 each	90,00,00,000
1,00,00,000preference shares of INR 10 each	10,00,00,000
Total	1,00,00,00,000
Issued Subscribed and Paid-up Capital
6,65,73,731 equityshares of INR10 each	66,57,37,310
Total	66,57,37,310

• (vi) The unaudited standalone and consolidated financial results (limited reviewed) of the Company for the quarter and half year ended 30 September 2023, is annexed as ‘Annexure II’ to this Notice. The unaudited standalone and consolidated financial results (limited reviewed) of the Company for the quarter and half year ended 30 September 2023, is available on the Company’s website at www.raymond.in and are available for inspection at the Registered Office of the Company.

• (vii) The details of Promoters and Directors of the Company as on 30 September 2023 along with their addresses are mentioned herein below:

	Promoter /promotergroup details	Promoter /promotergroup details
Name	Category	Address
Gautam Hari Singhania	Promoter	J K House, 59A, Bhulabhai Desai Road, Opp Breach Candy Hospital, Cumballa Hill,Mumbai - 400 026
Nawaz Singhania	Promoter Group	J K House, 59A, Bhulabhai Desai Road, Opp Breach Candy Hospital, Cumballa Hill, Mumbai - 400 026
Niharika Gautam Singhania	Promoter Group	J K House, 59A, Bhulabhai Desai Road, Opp Breach Candy Hospital, Cumballa Hill, Mumbai - 400 026
Nisa Gautam Singhania	Promoter Group	J K House, 59A, Bhulabhai Desai Road, Opp Breach Candy Hospital, Cumballa Hill,Mumbai - 400 026
Shephali Ruia	Promoter Group	31 Ruia House, 9th Road JVPD Scheme, Ashok Nagar,Mumbai - 400049
Advait Krishna Ruia	Promoter Group	31 Ruia House, 9th Road JVPD Scheme, Ashok Nagar,Mumbai - 400049
Dr. Vijaypat	Promoter	New Hind House,3 Narottam Morarjee

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	Promoter /promotergroup details	Promoter /promotergroup details
Name	Category	Address
Singhania		Marg,Ballard Estate,Mumbai - 400038
Ashadevi Singhania	Promoter Group	New Hind House, 3 Narottam Morarjee Marg, Ballard Estate, Mumbai - 400038
Ritwik A Ruia	Promoter Group	31 Ruia House, 9th Road JVPD Scheme, Ashok Nagar,Mumbai - 400049
J K Investors (Bombay) Limited	Promoter Group	New Hind House, Narrottam Moraji Marg, Ballard Estate, Mumbai - 400001, Maharashtra,India
J K Helene Curtis Limited	Promoter Group	New Hind House, Narottam Morarji Marg, Mumbai City, Mumbai - 400038, Maharashtra,India
J K Investo Trade (India) Limited	Promoter Group	New Hind House,3. N.M. Marg, Ballard Estate, Mumbai - 400001, Maharashtra, India
J K Sports Foundation	Promoter Group	3, JK Building, Narottam Morarjee Marg, Ballard Estate, Mumbai - 400038
Smt Sunitidevi Singhania Hospital Trust	Promoter Group	C/O Raymond Limited, Jekegram, Pokharan Road No. 1, Thane - 400606
Polar Investments Limited	Promoter Group	3, Narottam Morarjee Marg, Ballard Estate, Mumbai - 400038, Maharashtra, India, 400038

	Details of Director	Details of Director
Name	Category	Address
Gautam Hari Vijaypat Singhania	Managing Director	J K House, 59A, Bhulabhai Desai Road, Opp. Breach Candy Hospital, Cumballa Hill,Mumbai - 400026
Nawaz Gautam Hari Singhania	Director	J K House, 59A, Bhulabhai Desai Road, Opp. Breach Candy Hospital, Cumballa Hill, Mumbai - 400026
Dinesh Kumar Lal	Director	34, Lotus Court, J. Tata Road, Churchgate, Mumbai - 400020
Shiv Surinder Kumar	Director	Unit No. 4, 6, Aurangzeb Road, New Delhi - 110011
Mukeeta Pramit Jhaveri	Director	21-C Woodlands Peddar Road, Opposite Vama, Mumbai - 400026
Ashish Kiran Kapadia	Director	Flat No. 1, Pentacle Building, Sophia College Lane Off Peddar Road, Mumbai – 400026

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	Details of Director	Details of Director
Name	Category	Address
Narasimha Kummamuri	Director	Srimata, 1-2-593/29, Gagan Mahal Colony, Domalaguda, Himayathnagar, Hyderabad - 500029
Shantilal Pokharna	Director	Flat No. A-1801/1802, Giriraj Building, Neelkanth Heights, Shivai Nagar, Pokhran Road No. 2,Thane -400606

• B. Particulars of the Resulting Company/ Transferee Company (Raymond Consumer Care Limited)

• (i) Raymond Consumer Care Limited is a public company incorporated on 25 October 2018 under the Companies Act, 2013. The registered office of the Transferor Company is situated at Plot G-35 & 36, MIDC Waluj Taluka, Gangapur, Aurangabad – 431136, Maharashtra, India. The Resulting Company/ Transferee Company is accordingly registered with the Registrar of Companies, Mumbai, having Corporate Identity Number (CIN) U74999MH2018PLC316288. Its Permanent Account Number with the Income Tax Department is AAJCR2207E. The email address of the Resulting Company/ Transferee Company is rcclimited8@gmail.com. The Resulting Company/ Transferee Company was incorporated under the name Ray Universal Trading Private Limited. During the last five years, the Resulting Company/ Transferee Company was converted into a public limited company and consequently, the name was changed to Ray Universal Trading Limited on 3 March 2020. Subsequently, on 18 July 2020 the name of the Resulting Company/ Transferee Company was changed to Raymond Consumer Care Limited. Further, the registered office of the Resulting Company/ Transferee Company was shifted from Pokharan Road No. 1, Jekegram, Near Cadbury Junction, Thane – 400606, Maharashtra to Plot G-35 & 36, MIDC Waluj Taluka, Gangapur, Aurangabad – 431136, Maharashtra, India on 3 March 2020. The equity shares of the Resulting Company/ Transferee Company are not listed on any Stock Exchanges.

• (ii) The main objects of the Resulting Company/ Transferee Company are stated as under:

  1. To carry on in India or elsewhere the business to buy, sell, manufacture, import, export, distribute, license, franchise, retail, and otherwise deal in all kinds of consumer products and accessories thereof, cosmetics, hair care products, body care products, shaving products, beauty and skin care products, perfumes, deodorants, essential oils, soaps, shampoos, bath products, toiletries, glamour products, dental care products, personal care products of all kinds, health care products, wellness products of all kinds (including but not limited to contraceptives, sexual wellness and accessories

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thereof), all kinds of health care drinks, non-prescribed drugs, cleaning products of all kinds, fabric care products of all kinds, household consumer products of all kinds, household durables of all kinds and accessories thereof.

2. To carry on in India or elsewhere the business to establish, run, manage, construct, build, take on hire or lease, maintain, organise, promote, provide, acquire, buy, sell, franchise, convert, develop, erect, and to handle beauty saloons, residential spa, health centres, yoga centres, massage houses, poly clinics, natural cure centres, chain of such retail salons, beauty shops, cosmetic shops, perfume shops, sauna and steam bath, health foods outlets, diagnostic centres, medical and other centres.

3. To carry on all or any of the businesses following, namely wool merchants, wool combers, worsted spinners, woollen spinners, worsted stuff manufacturers, cotton spinners and doublers, flax, hemp and jute spinners, linen manufacturers, flax, hemp, and jute merchants, bleachers and dyers and makers of vitriol, bleaching and dyeing materials, and to purchase, comb, prepare, spin, dye, and deal in flax, hemp, jute, wool, cotton, silk and other fibrous substances, and to weave, or otherwise manufacture, buy and sell and deal in linen cloth and other goods, and fabrics whether textile, felted, netted or looped, and to supply power.

4. To carry on the business in India of selling, cash and carry wholesale trading, retail trading, distributing, marketing, importing, and the activities of jobworkers, stockists, brokers, agents, to market, promote, organise, design, develop, sort and grade or otherwise to deal in all kinds of garments and wearing apparels of all shapes, sizes, varieties, specifications, descriptions, applications for men, women and children including sports wear, active wear, daily wear, fashion wear, partywear, other wearing apparel made from cotton, synthetics, silk, velvet, jute, wool, denim, hosiery cloth or in any combination thereof including total look casual apparel, and fashion accessories, articles, goods, garments and merchandise, or bearing trademarks of any leading brands – domestic or overseas or through franchisee model or any other business arrangement, apparel and accessories procured from third party suppliers in India or deal in, through a number of high image dedicated shops and other high level department stores/corners, including outlets owned and operated by third parties, and others owned and operated as Flagship Stores in India and to participate in local, national, and international trade fairs, sales exhibitions, seminars, fashion shows or any other sales promotion schemes which may be held in India.

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• (iii) The Main Object Clause of the Resulting Company was amended by insertion of Clause Nos. III.(a).(3) and III.(a).(4) vide Special Resolution passed at the Extra Ordinary General Meeting of the Members of the Resulting Company held on April 26, 2023.

• (iv) The Resulting Company/ Transferee Company is presently engaged primarily in the business of manufacture and sale of condoms on contract basis.

• (v) The share capital of the Resulting Company/ Transferee Company as on 30 September 2023 was as follows:

Particulars	Amount in INR
Authorised Capital
1,51,50,000 equityshares of INR 2 each	3,03,00,000
Total	3,03,00,000
Issued Subscribed and Paid-up Capital
1,49,00,000 equityshares of INR 2 each	2,98,00,000
Total	2,98,00,000

• (vi) The latest audited financial statements of the Resulting Company/ Transferee Company for the half year ended on 30 September 2023 are annexed as ‘Annexure III’ .

• (vii) The details of Promoters and Directors of the Resulting Company/ Transferee Company as on 30 September 2023 along with their addresses are mentioned herein below:

Promoters/ promoter group details

Promoters/ promoter group details	Promoters/ promoter group details	Promoters/ promoter group details	Promoters/ promoter group details
	Name	Category	Address
	Ray Global Consumer Trading Limited	Promoter and Holding Company	Pokharan Road No 1, Jekegram, Near Cadbury Junction, Thane – 400606, Maharashtra, India

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	Details of Directors	Details of Directors
Name	Category	Address
Gautam Hari Vijaypat Singhania	Director	J K House, 59A, Bhulabhai Desai Road, Opp Breach Candy Hospital, Cumballa Hill,Mumbai - 400026
Nawaz Gautam Hari Singhania	Director	J K House, 59A, Bhulabhai Desai Road, Opp Breach Candy Hospital, Cumballa Hill,Mumbai- 400026
Mahendra Vasantrai Doshi	Director	11, Sea Glimpse, Worli Hill Road, Worli,Mumbai
Debjit Rudra	Whole- Time Director	C 4, Shivalaya Apts Block 2, 53 A Peary Mohan Roy Road, Chet, LA, Alipore, Kolkata, West Bengal 700027,Kolkata
Ravindra Dhariwal	Director	Behind Radha Swami Satsang, Asola Village, Aashray Farm, Sub Post Office S P School, Bhatti Mines,Asola Vi,New Delhi
Rajeev Bakshi	Director	C-30, 2nd Floor, West End Colony, Rao Tula,Ram Marg,Delhi 110021
Manoj Kumar	Director	A-702, Lagoon Apartments, Ambience Island, NH8, Gurgaon Haryana – 122002
Mysore Rangacharya Prasanna	Director	B-202, Zen Gardens, No 6 Artilley Road,Ulsoor Bangalore 560008
Vidya Rajarao	Director	Apt. 2B, Sydney Court, #337th Cross Lavelle Road, Bengaluru, 560001

C. Particulars of the Transferor Company (Ray Global Consumer Trading Limited)

• (i) Ray Global Consumer Trading Limited is a public company incorporated on 26 October 2018 under the Companies Act, 2013. The registered office of the Transferor Company is situated at Pokharan Road No 1, Jekegram, Near Cadbury Junction, Thane – 400606, Maharashtra, India. The Transferor Company is registered with the Registrar of Companies, Mumbai, having Corporate Identity Number (CIN) U74999MH2018PLC316376. Its Permanent Account Number with the Income Tax Department is AAJCR2227A. The email address of the Transferor Company is rayglobal@raymond.in. The Transferor Company was incorporated under the name Ray Global Consumer Trading Private Limited. Subsequently, on 3 March 2020, the Transferor Company was converted into a public limited company and consequently, the name was changed to Ray Global Consumer Trading Limited. There has been no change in the registered office

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address of the Transferor Company. The equity shares of the Transferor Company are not listed on any Stock Exchanges.

• (ii) The main objects of the Transferor Company are stated as under:

1. To carry on the business, in India or abroad, of trader, dealer import and export agents, representatives, contractors, buying and selling agents, brokers, importers, buyers, sellers, exporters and to buy, sell, or otherwise trade and deal in all kinds of consumer products and accessories thereof, cosmetics, hair care products, body care products, shaving products, beauty and skin care products, perfumes, deodorants, essential oils, soaps, shampoos, bath products, toiletries, glamour products, dental care products, personal care products of all kinds, health care products, wellness products of all kinds, all kinds of health care drinks, non‐prescribed drugs, cleaning products of all kinds, fabric care products of all kinds, household consumer products of all kinds, household durables of all kinds and accessories thereof.

• (iii) During the last five years, there has been no change in the main object clause of the Transferor Company.

• (iv) The Transferor Company is primarily holding investment in shares of the Group Companies.

• (v) The share capital of the Transferor Company as on 30 September 2023 was as follows:

Particulars	Amount in INR
Authorised Capital
1,04,00,000 equityshares of INR 10 each	10,40,00,000
Total	10,40,00,000
Issued Subscribed and Paid-up Capital
73,22,200 equityshares of INR 10 each	7,32,22,000
Total	7,32,22,000

• (vi) The latest audited financial statements of the Transferor Company for the half year ended on 30 September 2023 are annexed as ‘Annexure IV’ .

• (vii) The details of Promoters and Directors of the Transferor Company as on 30 September 2023 along with their addresses are mentioned herein below:

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Promoters/ promoter group details

Promoters/ promoter group details	Promoters/ promoter group details	Promoters/ promoter group details	Promoters/ promoter group details
	Name	Category	Address
	Raymond Limited	Promoter	Plot No 156/H No 2, Village Zadgaon, Ratnagiri - 415612, Maharashtra,India
	J K Investors (Bombay) Limited	Promoter	New Hind House Narrottam Moraji Marg Ballard Estate, Mumbai - 400001, Maharashtra, India
	Dr. Vijaypat Singhania	Promoter	New Hind House, 3 Narottam Morarjee Marg, Ballard Estate, Mumbai – 400038, Maharashtra, India
		Details of Directors
	Name	Category	Address
	Gautam Hari Vijaypat Singhania	Director	J K House, 59A, Bhulabhai Desai Road, Opp Breach Candy Hospital, Cumballa Hill,Mumbai- 400026
	Krishnan Ashwath Narayan	Director	Flat 302, Pranav Residency, Bhemani Street, Matunga (E), Mumbai
	Arun Agarwal	Director	1403, C Wing, Anmol Towers, Off Patel Auto Pump, S V Road, Goregaon West,Mumbai
	Amit Agarwal	Director	1101, 11th floor, Lodha Grandeur, Sayani Road, Opp Parel St Depot, Prabhadevi,Mumbai - 400025

V. SALIENT FEATURES OF THE SCHEME

The salient features of the Scheme are, inter-alia , as stated below. The capitalized terms used herein shall have the same meaning as ascribed to them in Part A of the Scheme:

• A. The Scheme provides for the following:

• (i) Demerger of lifestyle business carried on by RL through itself and its related subsidiaries along with its strategic investment in RG (“Lifestyle Business Undertaking”) (as defined hereinafter) , into RCCL and the consequent issuance of equity shares by RCCL to all the shareholders of RL in the manner provided for in the Scheme and in compliance with Section 2(19AA) read with Section

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2(41A) and other relevant provisions of the Income-tax Act, 1961 (“IT Act”) (as defined hereinafter) (“Demerger”) ;

• (ii) Simultaneous, Amalgamation of RG with RCCL and the consequent issuance of equity shares by RCCL to all the shareholders of RG (other than itself) and dissolution of RG without winding up in the manner provided for in the Scheme and in compliance with Section 2(1B) other relevant provisions of the IT Act (as defined hereinafter) (“Amalgamation”) and consequential reduction and cancellation of the paid-up share capital of RCCL held by RG; and

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

• B. The ‘Appointed Date’ of the Scheme means 1 April 2023 or such other date as may be determined by the appropriate authority.

• C. The Scheme, as may be approved or imposed or directed by the Tribunal shall become effective from the Appointed Date but shall be operative from the Effective Date

D. Consideration/ share exchange ratio for demerger of the Lifestyle business undertaking of the Demerged Company into the Resulting Company:

Upon the Scheme becoming effective and upon vesting of the Lifestyle Business Undertaking of the Demerged Company into the Resulting Company, the Resulting Company shall, without any further application or deed, issue and allot to the shareholders of the Demerged Company whose name appears in the register of members of the Demerged Company as on the Record Date or to their respective heirs, executors, administrators, legal representatives or the successors in title, as the case may be as may be recognized by the Board of Directors of the Resulting Company, in the following proportion:

“Four [4 Only] equity share of Raymond Consumer Care Limited of INR 2/- each fully paid up for every Five [5 Only] equity shares of Raymond Limited of INR 10/each fully paid up.”

(Equity shares to be issued by the Resulting Company as above are hereinafter referred to as “New Equity Shares 1”)

• E. Consideration/ share exchange ratio for merger of the Transferor Company into the Transferee Company:

Upon this Scheme becoming effective and upon amalgamation of the Transferor Company into the Transferee Company in terms of this Scheme, the Transferee Company shall, without any application, act or deed, issue and allot equity shares, credited as fully paid up, to the extent indicated below, to the members of Transferor

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Company (other than itself) holding fully paid-up equity shares of Transferor Company and whose names appear in the register of members of the Transferor Company as on the Record Date, or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by the Board of Directors of the Transferor Company / Transferee Company in the following proportion:

“Two [2 Only] equity share of Raymond Consumer Care Limited of INR 2/- each fully paid up for every One [1 Only] equity shares of Ray Global Consumer Trading Limited of INR 10/- each fully paid up.”

(Equity shares to be issued by the Transferee Company as above are hereinafter referred to as “New Equity Shares 2”).

F. Listing of the Equity shares of the Resulting Company/ Transferee Company

The Resulting Company/ Transferee Company shall apply to all the Stock Exchanges (where the shares of Demerged Company are listed) and SEBI for listing and admission of all the equity shares of the Resulting Company/ Transferee Company (New Equity Shares 1 and New Equity Shares 2) to trading in terms of SEBI Circular read with other Applicable Laws (as amended from time to time). The Resulting Company/ Transferee Company shall enter into such arrangements and give such confirmations and/or undertakings as may be necessary in accordance with Applicable Law for complying with the formalities of the Stock Exchanges.

The equity shares (New Equity Shares 1 and New Equity Shares 2) allotted pursuant to this Scheme shall remain frozen in the depository system till listing/trading permission is given by the designated Stock Exchange. Further, there shall be no change in the shareholding pattern of Resulting Company/ Transferee Company between Record Date and the listing of its equity shares (New Equity Shares 1 and New Equity Shares 2) which may affect the status of approval of the Stock Exchanges.

G. Dissolution of the Transferor Company

On the coming into effect of the Scheme and upon transfer and vesting of assets and liabilities to the Transferee Company, the Transferor Company shall stand dissolved, without being wound up.

VI. RELATIONSHIP SUBSISITING BETWEEN PARTIES TO THE SCHEME

The Demerged Company holds 47.66% of the issued, subscribed and paid-up equity share capital of the Transferor Company.

The Transferor Company holds 100% of the issued, subscribed and paid-up equity share

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capital of the Resulting Company/ Transferee Company. The Resulting Company/ Transferee Company is a wholly owned subsidiary of the Transferor Company.

VII. BOARD APPROVALS

• A. The Board of Directors of the Company at its Board Meeting held on 27 April 2023, by resolution passed unanimously approved the Scheme, as detailed below:

Name of Director	Voted in favor/against/did not participate or vote
Gautam Hari Vijaypat Singhania	In favour
Nawaz Gautam Hari Singhania	In favour
Dinesh Kumar Lal	In favour
Ashish Kiran Kapadia	In favour
Shiv Surinder Kumar	In favour
Mukeeta Pramit Jhaveri	In favour
Narasimha Kummamuri	Leave of absence
Shantilal Pokharna	In favour

• B. The Board of Directors of the Resulting Company/ Transferee Company at its Board Meeting held on 27 April 2023, by resolution passed unanimously approved the Scheme, as detailed below:

Name of Director	Vote in favour/ against/ did not participate or vote
Gautam Hari Vijaypat Singhania	In favour
Nawaz Gautam Hari Singhania	In favour
Mahendra Vasantrai Doshi	In favour
Debjit Rudra	In favour
Ravindra Dhariwal	In favour
Rajeev Bakshi	In favour
ManojKumar	In favour
M R Prasanna	In favour
Vidya Rajarao	In favour

• C. The Board of Directors of the Transferor Company at its Board Meeting held on 27 April 2023, by resolution passed unanimously approved the Scheme, as detailed below:

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Name of Director	Vote in favour/ against/ did not participate or vote
Gautam Hari Vijaypat Singhania	Leave of Absence
Krishnan Ashwath Narayan	In favour
Arun Agarwal	In favour
Amit Agarwal	In favour

VIII. INTEREST OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMPs) AND THEIR RELATIVES

• A. None of the Directors, KMPs of the Company and their respective relatives (as defined under the Act and rules framed thereunder) have any interest in the Scheme except to the extent of their shareholding in the Company, if any, or to the extent the said KMPs/ Directors are the partners, directors, members of the companies, firms, association of persons, body corporates and/ or beneficiary of the trust that holds shares in the Company, as applicable. Save as aforesaid, none of the said Directors or the KMPs or their respective relatives have any material interest in the Scheme.

• B. None of the Directors, KMPs of the Resulting Company/ Transferee Company and their respective relatives (as defined under the Act and rules framed thereunder) have any interest in the Scheme except to the extent of their shareholding in the Resulting Company/ Transferee Company, if any, or to the extent the said KMPs/ Directors are the partners, directors, members of the companies, firms, association of persons, body corporates and/ or beneficiary of the trust that holds shares in the Resulting Company/ Transferee Company, as applicable. Save as aforesaid, none of the said Directors or the KMPs or their respective relatives have any material interest in the Scheme. The Resulting Company/ Transferee Company has not issued any debentures and hence, does not have Debenture Trustee.

• C. None of the Directors, KMPs of the Transferor Company and their respective relatives (as defined under the Act and rules framed thereunder) have any interest in the Scheme except to the extent of their shareholding in the Transferor Company, if any, or to the extent the said KMPs/ Directors are the partners, directors, members of the companies, firms, association of persons, body corporates and/ or beneficiary of the trust that holds shares in the Transferor Company, as applicable. Save as aforesaid, none of the said Directors or the KMPs or their respective relatives have any material interest in the Scheme. The Transferor Company has not issued any debentures and hence, does not have Debenture Trustee.

IX. EFFECT OF THE SCHEME ON STAKEHOLDERS

The effect of the Scheme on various stakeholders is summarised below:

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A. Shareholders (Promoter and Non-Promoter Shareholders)

The effect of the Scheme on the shareholders (promoter and non-promoter shareholders) of the Demerged Company, the Resulting Company/ Transferee Company and the Transferor Company are annexed in the attached reports i.e., ‘Annexure V, Annexure VI and Annexure VII’ , respectively, adopted by the respective Board of Directors of the Demerged Company, the Resulting Company/ Transferee Company and the Transferor Company, respectively, at their meeting held on 27 April 2023, pursuant to the provisions of Section 232(2)(c) of the Act.

B. KMPs and Directors

• (i) No change in the Board of Directors of the Demerged Company and the Resulting Company/ Transferee Company is envisaged pursuant to the Scheme. Pursuant to the Scheme, the Transferor Company will be dissolved without winding up. Therefore, the existing KMPs and Directors of the Transferor Company shall cease to be the KMPs and Directors of the Transferor Company.

• (ii) It is clarified that the composition of the Board of Directors of the companies may change by appointments, retirements or resignations or to ensure compliance of the provisions of the Act, SEBI Listing Regulations and Memorandum and Articles of Association of such companies but the Scheme itself does not affect the office of Directors of such companies.

C. Employees

Under the Scheme, no rights of the staff and employees of the Company and Transferor Company are being affected. The services of the staff and employees of the Lifestyle Business Undertaking of the Company and Transferor Company shall continue on the same terms and conditions prior to the proposed Scheme in case of transfer of employees as part of the Scheme. Further, under the Scheme, there is no arrangement with the staff or employees of the Resulting Company/ Transferee Company. Therefore, under the Scheme, no rights of the staff and employees of the Resulting Company/ Transferee Company are being affected.

D. Creditors

Pursuant to the Scheme, all creditors (secured or unsecured) of the Company forming part of the of the Lifestyle Business Undertaking and of the Transferor Company will become creditors (secured or unsecured) of the Resulting Company.

Under the Scheme, there is no arrangement with the creditors (secured or unsecured) of the Company, Resulting Company and Transferor Company. No compromise is offered under the Scheme to any of the creditors of the companies. The liability of the

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creditors of the Company, Resulting Company and Transferor Company, under the Scheme, is neither being reduced nor being extinguished.

Accordingly, the creditors of the Company, Resulting Company and Transferor Company would not be prejudiced in any manner as a result of the Scheme being sanctioned.

E. Debenture holders and Debenture Trustees

There will not be any impact on the debenture holders of the Company pursuant to the Scheme. The current debenture holders of the Company will continue to be served by the Resulting Company. Thus, the Scheme envisages that the holders of NCDs of the Company will become holders of NCDs of the Resulting Company at exactly the same terms, including the coupon rate, tenure, redemption price, quantum, nature of security and ISIN. Therefore, the Scheme will not have any adverse impact on the holders of the NCDs and thus adequately safeguards interests of the holders of the NCDs.

The Resulting Company/ Transferee Company and the Transferor Company have not issued any debentures and accordingly have not appointed any debenture trustee(s).

F. Depositors and Deposit Trustees

The Company, the Resulting Company/ Transferee Company and the Transferor Company have not taken any deposits within the meaning of the Act and Rules framed thereunder and accordingly have not appointed any deposit trustee(s).

X. NO INVESTIGATION PROCEEDINGS

There are no proceedings pending under Sections 210 to 227 of the Act against the Company, the Resulting Company/ Transferee Company and the Transferor Company.

XI. AMOUNTS DUE TO UNSECURED CREDITORS

The amount due to Unsecured Creditors by the respective companies, as on 30 September 2023 is as follows:

Sr. No.	Particulars	Amount in INR
1.	Raymond Limited	32,03,52,90,276
2.	Raymond Consumer Care Limited	10,42,72,580
3.	RayGlobal Consumer TradingLimited	57,37,497

XII. DETAILS OF SHARE CAPITAL/ DEBT RESTRUCTURING, IF ANY

• A. Upon the Scheme becoming effective and upon vesting of the Lifestyle Business

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Undertaking of the Demerged Company into the Resulting Company, the Resulting Company shall issue 5,32,58,984 fully paid-up equity shares of INR 2 each to the equity shareholders of the Demerged Company.

• B. Upon this Scheme becoming effective and upon amalgamation of the Transferor Company into the Transferee Company in terms of this Scheme, the Transferee Company shall issue 76,64,644 fully paid-up equity share of INR 2 each to the equity shareholders of the Transferor Company in proportion of their holding in the Transferor Company.

• C. On the Scheme becoming effective, the equity shares of the Transferee Company held by the Transferor Company shall stand cancelled. Accordingly, the share capital of the Transferee Company shall stand reduced to the extent of the face value of shares held by the Transferor Company in the Transferee Company.

• D. Upon the Scheme becoming effective, the authorized share capital of the Resulting/ Transferee Company shall automatically stand increased by the authorized share capital of the Transferor Company amounting to INR 10,40,00,000 (Indian Rupees Ten Crores Forty Lakhs) divided into 5,20,00,000 (Five Crores Twenty Lakhs) Equity Shares of INR 2 (Indian Rupees Two) each. Hence, pursuant to the Scheme and after the Scheme becomes effective, the authorized share capital of the Transferee Company will be INR 13,43,00,000 (Indian Rupees Thirteen Crores Forty-Three Lakhs) divided into 6,71,50,000 (Six Crores Seventy-One Lakhs Fifty Thousand) Equity Shares of INR 2 (Indian Rupees Two) each.

• E. The Scheme does not involve any debt restructuring and therefore the requirement to disclose details of debt restructuring is not applicable.

XIII. VALUATION REPORT AND FAIRNESS OPINION

Background

• A. The Share Exchange Ratio for the Composite Scheme of Arrangement has been fixed on the basis of the Joint valuation report dated 27 April 2023 issued by KPMG Valuation Services LLP, Registered Valuer and BDO Valuation Advisory LLP, Registered Valuer. The valuation has been done in accordance with internationally accepted valuation standards.

• B. For the purposes of valuation for the proposed demerger of the Demerged Undertaking from the Demerged Company to the Resulting Company and the following weights to the valuation methodologies have been provided:

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Valuation approach	Lifestyle Business Undertaking	Lifestyle Business Undertaking	RCCL	RCCL
	Value per share (INR)	Weights	Value per share (INR)	Weights
Income Approach	1,157	50%	NA	0%
Market Approach	1,199	50%	NA	0%
Assets Approach	156	0%	1,439	100%
Valueper share	1,178	100%	1,439	100%
Exchange Ratio (Rounded off)	0.8

• C. For the purposes of valuation for the proposed merger of the Transferor Company with the Transferee Company, the following weights to the valuation methodologies have been provided:

Valuation approach	RG	RG	RCCL	RCCL
	Value per share (INR)	Weights	Value per share (INR)	Weights
Income Approach	NA	0%	NA	0%
Market Approach	NA	0%	NA	0%
Assets Approach	2,927	100%	1,439	100%
Valueper share	2,927	100%	1,439	100%
Exchange Ratio (Rounded off)	2.0

• D. A copy of the joint valuation report dated 27 April 2023 issued by KPMG Valuation Services LLP, Registered Valuers (IBBI Registration No. IBBI/RV-E/06/2020/115) and BDO Valuation Advisory LLP, Registered Valuers (IBBI Registration No. IBBI/RV-E/02/2019/103) recommending the Share Exchange Ratio (‘Valuation Report’), in connection with the Scheme along with clarificatory letters to the queries raised by the stock exchanges is annexed as ‘Annexure VIII’ .

• E. A copy of the fairness opinion report dated 27 April 2023 issued by ICICI Securities Limited, an Independent SEBI Registered Merchant Banker, confirming that the Share Exchange Ratio is fair and proper is annexed as ‘Annexure IX’ .

XIV. INFORMATION PERTAINING TO UNLISTED COMPANIES INVOLVED IN THE SCHEME IN THE FORMAT SPECIFIED FOR ABRIDGED PROSPECTUS

Information pertaining to the unlisted companies involved in the Scheme, i.e. the Resulting Company/ Transferee Company and the Transferor Company in the format specified for abridged prospectus as provided in SEBI Circular No. SEBI/HO/CFD/ SSEP/CIR/P/2022/14 dated 04 February 2022 read with Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 along with certificates issued by ICICI Securities Limited, an

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Independent SEBI Registered Merchant Banker certifying the adequacy of disclosures are annexed as ‘Annexure X and Annexure XI’ .

XV. SHAREHOLDING PATTERN

A. The pre/ post-scheme shareholding pattern of the parties to the Scheme:

(i) Company

The pre & post scheme shareholding pattern of the Demerged Company is as follows:

Shareholding pattern – Equity Shares	Pre	Pre	Post	Post
Category	No. of Shares	% of holding	No. of Shares	% of holding
Promoter	3,26,91,134	49.11	3,26,91,134	49.11
Public	3,38,20,657	50.80	3,38,82,597	50.89
Custodian	61,940	0.09	-	-
TOTAL	6,65,73,731	100.00	6,65,73,731	100.00

(ii) Resulting Company/ Transferee Company

The pre & post scheme shareholding pattern of the Resulting Company/ Transferee Company is as follows:

Shareholding pattern – Equity Shares	Pre	Pre	Post	Post
Category	No. of Shares	% of holding	No. of Shares	% of holding
Promoter	1,49,00,000	100.00	3,34,36,073	54.88
Public	-	-	2,74,87,555	45.12
Custodian	-	-	-	-
TOTAL	1,49,00,000	100.00	6,09,23,628	100.00

(iii) Transferor Company

The pre & post scheme shareholding pattern of the Transferor Company is as follows:

Shareholding pattern-Equity Shares	Pre	Pre	Post	Post
Category	No. of Shares	% of holding	No. of Shares	% of holding
Promoter	71,31,461	97.40	NA as merged entity
Public	1,90,739	2.60
Custodian	-	-
TOTAL	73,22,200	100.00

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B. Pre/ post Scheme capital structure of the parties to the Scheme

(i) Company

The pre-scheme capital structure of the Company is given in Paragraph IV(A)(v) above. The post scheme indicative capital structure of the Company will be as follows:

Particulars	Amount in INR
Authorised Capital
9,00,00,000 EquityShares of INR 10 each	90,00,00,000
1,00,00,000 Preference Shares of INR 10 each	10,00,00,000
Total	1,00,00,00,000
Issued Subscribed and Paid-up Capital
6,65,73,731 EquityShares of INR 10 each	66,57,37,310
Total	66,57,37,310

(ii) Resulting Company/ Transferee Company

The pre-scheme capital structure of the Resulting Company/ Transferee Company is given in Paragraph IV(B)(v) above. The post scheme indicative capital structure of the Resulting Company/ Transferee Company will be as follows:

Particulars	Amount in INR
Authorised Capital
6,71,50,000 EquityShares of INR 2 each	13,43,00,000
Total	13,43,00,000
Issued Subscribed and Paid-up Capital
6,09,23,628 EquityShares of INR 2 each	12,18,47,256
Total	12,18,47,256

(iii) Transferor Company

The pre-scheme capital structure of the Transferor Company is given in Paragraph IV(C)(v) above. Post-scheme capital structure of the Transferor Company is not applicable as the Transferor Company will be dissolved without winding up pursuant to the Scheme.

XVI. AUDITORS CERTIFICATE ON CONFORMITY OF ACCOUNTING TREATMENT IN THE SCHEME WITH ACCOUNTING STANDARDS

The respective Statutory Auditors of the Company and the Resulting Company/ Transferee Company have confirmed that the accounting treatment in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013 and other Generally Accepted Accounting Principles in India.

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XVII. DETAILS OF ASSETS AND LIABILITIES OF DEMERGED UNDERTAKING TRANSFERRED TO THE RESULTING COMPANY

The details of the assets and liabilities of the Demerged undertaking which would be transferred to the Resulting Company as on the appointed date viz. 1 April 2023 are provided below:

Particulars	As on 1 April 2023 (INR in Crores)
I- Assets (a) Property plant and equipment (b) Intangibles (c) CWIP Including Intangibles under development (d) Investment Properties (e) Investment in Subsidiaries, Associates and Joint venture (f) Other Investment (g) Inventories (h) Trade receivables (i) Cash and Bank balance including cash equivalents (j) Other Assets (k) Deferred tax (l) Income Tax	711.02 0.21 16.78 - 179.10 48.03 1,256.16 516.18 18.60 527.49 189.69 -
Total Assets	3463.26
II-Liabilities (a) Borrowings (b) Trade Payables (c )Other Liabilities	1,685.58 721.91 1,050.68
Total Liabilities	3,458.17

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XVIII. DETAILS OF ASSETS AND LIABILITIES OF THE TRANSFEROR COMPANY TRANSFERRED TO THE TRANSFEREE COMPANY

The details of the assets and liabilities of the Transferor Company which would be transferred to the Transferee Company as on the appointed date viz. 1 April 2023 are provided below:

Particulars	As on 1 April 2023 (INR in Crores)
I. ASSETS (1) Non-Current assets (a) Investment in subsidiaries (b) Other financial assets Total Non-Current Assets (2) Current assets (a) Financial assets (i) Cash and cash equivalents (ii) Other current assets Total Current Assets TOTAL ASSETS (A) II. LIABILITIES (1) Current Liabilities (a) Financial Liabilities (i) Borrowings (ii) Trade Payables (iii) Other financial liabilities (b) Other current liabilities Total Current Liabilities Total Liabilities (B) NET ASSETS (A-B)	10.35 0.00
	10.35
	0.04 0.00
	0.05
	10.40
	0.10 0.05 0.40 0.00
	0.55
	0.55
	9.85

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DETAILS OF ASSETS AND LIABILITIES OF THE COMPANY PRE AND POST

ARRANGEMENT

The details of the assets and liabilities of the Company pre and post Arrangement are provided below:

provided below:
Particulars	Pre Arrangement (INR in Crores)	Post Arrangement (INR in Crores)
I- Assets (a) Property plant and equipment (b) Intangibles (c) CWIP Including Intangibles under development (d) Investment Properties (e) Investment in Subsidiaries, Associates and Joint venture (f) Other Investment (g) Inventories (h) Trade receivables (i) Cash and Bank balance including cash equivalents (j) Other Assets (k) Deferred tax (l)Income Tax	1,255.27 0.21 28.91 4.13 457.47 1,087.88 1,950.56 579.57 260.71 718.31 186.61 70.56	544.25 - 12.12 4.13 278.37 1,039.85 694.39 63.39 242.11 190.84 (3.08) 70.56
Total Assets	6,600.19	3,136.94
II-Liabilities (a) Borrowings (b) Trade Payables (c)Other Liabilities	1,846.37 1,331.79 1,169.55	160.79 609.88 118.86
Total Liabilities	4,347.71	889.53

XIX. IMPACT OF ARRANGEMENT ON REVENUE GENERATING CAPACITY OF THE COMPANY

The business presently undertaken by the Company (directly and indirectly) comprises of the lifestyle business and the non-lifestyle business both of which have different requirements and are operated independent of each other as separate business verticals.

The segregation of the lifestyle business undertaking would not impact the revenue generating capacity of the remaining business of the Company related to the non-lifestyle business. Further, the demerger would unlock value of each business vertical of the Company thereby enhancing its business operations with more efficient management control and independent strategies thus positively impacting its revenue generating capacity of the non-lifestyle business.

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XX. BRIEF DETAILS OF BUSINESS TRANSFER AGREEMENT BETWEEN RCCL AND GODREJ CONSUMER PRODUCTS LIMITED

The Resulting/ Transferee Company had entered into a Business Transfer Agreement ("BTA") with respect to transfer of its identified assets of its FMCG Business ("FMCG Business") along with all the employees and worldwide rights and ownership in the marks Park Avenue, KS, Kamasutra & Premium to Godrej Consumer Products Limited through a slump sale on a going concern basis for a consideration of INR 2,825 Crores subject to applicable terms & conditions as set out in the BTA.

The condom manufacturing plant at Aurangabad along with connected employees, excluded assets, excluded contracts and excluded liabilities have been retained by the Resulting/ Transferee Company and are not transferred to Godrej Consumer Products Limited pursuant to the BTA.

XXI. DETAILS OF PREVIOUS SCHEME OF ARRANGEMENT FILED, OBSERVATIONS OF SEBI AND REASONS FOR WITHDRAWING SCHEME

The Company had previously filed a Scheme of Arrangement for demerger of Real estate business of the Company into Raymond Lifestyle Limited (“demerger scheme”). The same was approved by the Board of Directors of the Company on 25 February 2022 and filed with the stock exchanges on 10 March 2022. The observation from the stock exchanges was received on 11 August 2022.

The Company, however, did not file the said demerger scheme with the Tribunal. At that point in time, the management of the Company was contemplating segregation of real estate business from the Company for fund raising purposes. However, in the current scenario, the management of the Company has proposed complete reorganisation of Raymond group by segregation of the Lifestyle Business from Raymond Limited i.e., the present Scheme. Therefore, there was no need to continue the demerger scheme and accordingly, on 27 April 2023, the Board of Directors of the Company Raymond Limited approved inter alia withdrawal of the demerger scheme.

XXII. IMPACT OF ONGOING DISPUTE BETWEEN PROMOTERS OF THE COMPANY ON THE SCHEME AND FUTURE PROSPECTS OF THE COMPANY AND THE RESULTING COMPANY/ TRANSFEREE COMPANY

The ongoing matrimonial dispute between promoters of the Company shall not have any bearing on the Scheme and future prospectus of the Company and the Resulting Company / Transferee Company.

XXIII. APPROVALS AND INTIMATIONS IN RELATION TO THE SCHEME

• A. In terms of Regulation 37 and Regulation 59A of the SEBI Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20 June 2023 and SEBI Master Circular No. SEBI/HO/DDHS/PoD1/P/CIR/2023/108 dated 29 July 2022 (updated as on 30 June 2023) (‘SEBI Master Circular’), BSE and NSE, by their respective Observation Letters dated 01 December 2023, have conveyed ‘no adverse observations/ no-objection’ on the Scheme. Copies of the said letters issued

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by BSE and NSE are annexed hereto as ‘ Annexure XII and XIII’ respectively. Further, in terms of the said SEBI Master Circular, the Company has not received any complaint relating to the Scheme and ‘NIL’ complaints reports were filed by the Company with BSE and NSE, copies of which are annexed hereto as ‘Annexure XIV and Annexure XV ’. As per the requirements of above Observation Letters, details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Company, its promoters and directors are annexed hereto as ‘Annexure XVI’ .

• B. A copy of the Scheme has been filed by the Company, the Resulting Company/ Transferee Company and the Transferor Company with the Registrar of Companies, Pune and Mumbai.

• C. The notice of the Meeting along with the copy of the Scheme in the prescribed form, will be served on all concerned authorities in terms of the Tribunal Order.

• D. All approvals as stated in Clause 32 (Conditionality of the Scheme) of the Scheme, in order to give effect to the Scheme will be obtained. Additionally, the Company, the Resulting Company/ Transferee Company and the Transferor Company will obtain such approvals / sanctions / no objection(s) from the regulatory or other governmental authorities in respect of the Scheme in accordance with law, as may be required.

XXIV. INSPECTION OF DOCUMENTS

In addition to the documents annexed hereto, the electronic copy of following documents will be available for inspection in the investors section of the website of the Company at www.raymond.in:

• A. Unaudited standalone and consolidated financial results (limited reviewed) of the Company for the quarter and half year ended 30 September 2023;

• B. Audited Financial Statements of the Resulting Company/ Transferee Company for the half year ended 30 September 2023;

• C. Audited Financial Statements of the Transferor Company for the half year ended 30 September 2023;

• D. Copy of the Tribunal Order;

• E. Copy of the Composite Scheme of Arrangement;

• F. Certificate of the Statutory Auditor of the Company, confirming that the accounting treatment prescribed under the Scheme is in compliance with Section 133 of the Act and other Generally Accepted Accounting Principles in India;

• G. Memorandum and Articles of Association of the Company, the Resulting Company/ Transferee Company and the Transferor Company;

• H. Joint valuation report issued by KPMG Valuation Services LLP, Registered Valuers and BDO Valuation Advisory LLP, Registered Valuers;

• I. Fairness opinion issued by ICICI Securities Limited, an Independent SEBI Registered

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Merchant Banker;

• J. Observation letters 01 December 2023 issued by BSE and NSE respectively;

• K. Report of the Board of Directors of the Company, the Resulting Company/ Transferee Company and the Transferor Company pursuant to Section 232(2)(c) of the Act;

• L. Report of the Audit Committee and Committee of Independent Directors of the Company recommending the Scheme;

• M. Complaint report submitted by the Company to BSE and NSE;

• N. All other documents displayed on the Company’s website i.e., www.raymond.in in terms of the SEBI Circular;

• O. All other documents referred to or mentioned in the Statement to this Notice.

Based on the above and considering the rationale and benefits, in the opinion of the Board, the Scheme will be of advantage to, beneficial and in the interest of the Company, its shareholders, creditors and other stakeholders and the terms thereof are fair and reasonable. The Board of Directors of the Company recommend the Scheme for approval of the Unsecured Creditors.

For Raymond Limited

Sd/Shantilal Pokharna Chairperson appointed by the Tribunal for the Meeting

Thane, Thursday, 25 January 2024

Registered Office: Plot No 156/H.No. 2, Village Zadgaon, Ratnagiri – 415612, Maharashtra CIN: Ll7117MH1925PLC001208 Website: www.raymond.in E-mail: corp.secretarial@raymond.in Tel.: 02240367000

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ANNEXURE I

COMPOSITE SCHEME OF ARRANGEMENT

BETWEEN

RAYMOND LIMITED ("RL'' or the "DEMER GED COMP ANY")

AND

RAYMOND CONSUMER CARE LIMITED ("RCCL" or the "RESULTING COMP ANY" or the "TRANSFEREE COMP ANY")

AND

RAY GLOBAL CONSUMER TRADING LIMITED ("RG" or the "TRANSFEROR COMP ANY")

AND

THEIR RESPECTIVE SHAREHOLDERS

UNDER SECTIONS 230 TO 232 READ WITH SECTION 66 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

(A) BACKGROUND

I. RAYMOND LIMITED ("RL" or the "Demerged Company") bearing CIN - Ll7117MH1925PLC001208 is a public listed company incorporated on 10 September 1925 under Indian Companies Act, 1913 and having its registered office at Plot No 156/H.No. 2, Village Zadgaon, Ratnagiri - 415 612, Maharashtra. RL is a leading Indian textile, lifestyle and branded apparel company with a wide network of operations in local as well foreign markets. RL is also engaged in development of residential/ commercial real estate projects. The equity shares of RL are listed on the BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"). The Non-Convertible Debentures ("NCDs") (refer Schedule A) of RL are listed on the Negotiated Trade Reporting Platform ofNSE.

II. RAYMOND CONSUMER CARE LIMITED ("RCCL" or the "Resulting Company" or the "Transferee Company") bearing CIN - U74999MH2018PLC316288 is an unlisted public company incorporated on 25 October 2018 under Companies Act, 2013 and having its registered office at Plot G-35 & 36, MIDC Waluj Taluka, Gangapur, Aurangabad - 431136, Maharashtra. RCCL is engaged primarily in the business of manufacture and sale of condoms and marketing offastmoving consumer goods. RCCL is a wholly owned subsidiary of Ray Global Consumer Trading Limited.

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ANNEXURE II

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Walker Chandiok &_Co LLP

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Walker Chandiok & Co LLP 16th Floor, Tower Ill, One International Center, S B Marg, Prabhadevi (W), Mumbai - 400013 Maharashtra, India T +91 22 6626 2699 F +91 22 6626 2601

Independent Auditor's Review Report on Consolidated Unaudited Quarterly Financial Results and Year to Date Results of the Company pursuant to the Regulation 33 and Regulation 52 read with Regulation 63 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations·, 2015 (as amended)

To the Board of Directors of Raymond Limited

( '

1. We have reviewed the accompanying statement of unaudited consolidated financial results ('the Statement') of Raymond Limited ('the Holding Company') and its subsidiaries (the Holding Company and its subsidiaries together referred to as 'the Group'), its associates and joint ventures (refer Annexure 1 for the list of subsidiaries, associates and joint ventures included in the Statement) for the quarter ended 30 September 2023 and the consolidated year to date results for the period 01 April 2023 to 30 September 2023, being submitted by the Holding Company pursuant to the requirements of Regulation 33 and Regulation 52 read with Regulation 63 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ('Listing Regulations').

2. This Statement, which is the responsibility of the Holding Company's management and approved by the Holding Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting ('Ind AS 34'), prescribed under section 133 of the Companies Act, 2013 ('the Act'), and other accounting principles generally accepted in India and is in compliance with the presentation and disclosure requirements of Regulation 33 and Regulation 52 read with Regulation 63 of the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the Standards on Auditing specified under section 143(10) of the Act, and consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the SEBI Circular CIR/CFD/CMD1/44/2019 dated 29 March 2019 issued by the SEBI under Regulation 33 (8) of the Listing Regulation, to the extent applicable.

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Offices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkala, Mumbai, New Delhi, Noida and Pune

Chartered Accountants

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office al L-41, Connaughl Circus, Outer Circle, New Delhi, 110001, India

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Raymond Limited

Independent Auditor's Review Report on Consolidated Unaudited Quarterly Financial Results and Year to Date Results of the Company pursuant to the Regulation 33 and Regulation 52 read with Regulation 63 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

1. Based on our review conducted and procedures performed as stated in paragraph 3 above and upon consideration of the review reports of the other auditors/ Independent firm of Chartered Accountants referred to in paragraph 5 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in Ind AS 34, prescribed under section 133 of the Act, and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in accordance with the requirements of Regulation 33 and Regulation 52 read with Regulation 63 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including the manner in which it is to be disclosed, or that it contains any material misstatement.

2. We did not review the interim financial results / interim consolidated financial results of nine subsidiaries included in the Statement, whose financial information reflects total assets of z 220,961 lakhs as at 30 September 2023, and total revenues of z 73,631 lakhs and z 143,065 lakhs, total net profit after tax of z 1,600 lakhs and z 4,746 lakhs, total comprehensive income of z 1,470 lakhs and z 4,722 lakhs, for the quarter and year-to-date period ended on 30 September 2023, respectively, and cash flows (net) of z (2,233) lakhs for the period ended 30 September 2023, as considered in the Statement. The Statement also includes the Group's share of net profit after tax oH 110 lakhs and z 103 lakhs and total comprehensive income oft 6,103 lakhs and z 30,668 lakhs (total comprehensive income of z 159 lakhs and z 154 lakhs after eliminating inter company transaction) for the quarter and year-to-date period ended on 30 September 2023, respectively, as considered in the Statement, in respect of two associates, whose interim financial information have not been reviewed by us. These interim financial results / interim consolidated financial results have been reviewed by other Auditors / Independent firm of Chartered Accountants whose review reports have been furnished to us by the management, and our conclusion in so far as it relates to the amounts and disclosures included in respect of these subsidiaries/ associates is based solely on the review reports of such other Auditors / Independent firm of Chartered Accountants and the procedures performed by us as stated in paragraph 3 above.

Our conclusion is not modified in respect of this matter with respect to our reliance on the work done by and the reports of the other Auditors/Independent firm of Chartered Accountants.

• The Statement includes the interim financial information of four subsidiaries, which have not been reviewed by their auditors, whose interim financial information reflects total assets of z 180 lakhs as at 30 September 2023, and total revenues of z Nil and z Nil, net loss after tax of z 8 lakhs and z 2 lakhs, total comprehensive income/ (loss) of z 1 lakhs and z (3) lakhs for the quarter and year-to-date period ended 30 September 2023 respectively, cash flow (net) of z (2) lakhs for the period ended 30 September 2023 as considered in the Statement. The Statement also includes the Group's share of net loss after tax of z 3 lakhs and z 3 lakhs, and total comprehensive income of z 37 lakhs and z 53 lakhs for the quarter and year-to-date period ended on 30 September 2023 respectively, in respect of four associates and two joint ventures, based on their interim financial information, which have not been reviewed by their auditors, and have been furnished to us by the Holding Company's management. Our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, associates and joint ventures, are based solely on such unreviewed interim financial information. According to the information and explanations given to us by the management, these interim financial information are not material to the Group.

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Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

Chartered Accountants

Offices in Bengaluru, Chandigaih, Chennai. Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, Naida and Pune

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Raymond Limited

Independent Auditor's Review Report on Consolidated Unaudited Quarterly Financial Results and Year to Date Results of the Company pursuant to the Regulation 33 and Regulation 52 read with Regulation 63 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

Our conclusion is not modified in respect of this matter with respect to our reliance on the financial information certified by the respective Board of Directors.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm� 001076N/N500013

Adi P. Sethna Partner Membership No. 108840

UDIN: 23108840BGYAZR9827

Place: Mumbai

Date: 08 November 2023

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Olfices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-20B5 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

Chartered Accountants

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Raymond Limited Independent Auditor's Review Report on Consolidated Unaudited Quarterly Financial Results and Year to Date Results of the Company pursuant to the Regulation 33 and Regulation 52 read with Regulation 63 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

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Annexure 1

List of entities included in the Statement

Subsidiary Companies

• Raymond Apparel Limited

• Colorplus Realty Limited

• Pashmina Holdings Limited

• Everblue Apparel Limited

• JK Files & Engineering Limited (Formerly known as JK Files (India) Limited) (Consolidated)

• Silver Spark Apparel Limited (Consolidated)

• Celebrations Apparel Limited

• Raymond (Europe) Limited

• Jaykayorg AG

• Raymond Woollen Outerwear Limited

• Raymond Luxury Cottons Limited

• Raymond Lifestyle Limited (Consolidated)

• Raymond Lifestyle (Bangladesh) Private Limited

• Raymond America Apparel Inc

Associates

• P.T. Jaykay Files Indonesia

• J.K. lnvesto Trade (India) Limited (Consolidated)

• Ray Global Consumer Trading Limited

• Raymond Consumer Care Limited

• Ray Global Consumer Products Limited

• Ray Global Consumer Enterprise Limited

• Radha Krshna Films Limited

Joint Ventures

• Raymond UCO Denim Private Limited

• UCO Tesatura S.r.l.

• UCO Raymond Denim Holding NV

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Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

Chartered Accountants

Offices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, Naida and Pune

98

Roglslerod Office: Plot No.158.ni No.2, Vllago Zadgaon, Rslneg!rl 415 612 (Maharuhtta)

CIN:L 17117MH 1925PLC001208

Email: corp.secretarial@raymondJn; Wobslte: www.raymond.in Tel: 02352-232514, Fa'l: 02352-232513; Corporate Offlco Tel: 022�03◄9999, Falt 022-24939036

A. STATEMENT OF CONSOLIDATED UNAUDITED FIHANCIAL RESULTS FOR THE QUARTER/HALF YEAR ENDED 30TH SEPTEMBER 2023

							(' In lakhs unless	olhor.se slated)
Sr. No.	Partlculort	30.09.:023		Quarter ended 30.08,2023	30,09.2022	H"lf vear 30,09,2023	ended 30.01.2022	Year ended 31,03.2023
		(Unaudited}		(Unaudited)	(Unaudltod)	(Unaudited)	(Unaudi1ed)	(Audlled)
1	lncomo
	a) Revenue from oprat!om b) Other Incme Total Income		2253-0 6726 232066	177146 552 182648	216824 2261 219085	402486 12228 414714	389638 4887 394525	821472 12226 833698
2	Expenses
	e) Cost of malerial1 consumed		3304	48457	48085	81461	0481S	168570
	b) Purchases of stock-ln-lfade c) Changes In invenlories of finished gods, vrk-ln- pcogress, stock-ln-ltade and poperty under develment		65472 (18432)	31053 (10705)	58772 123795)	96525 (27137)	10367 (47833)	183019 (51758)
	d) Employee benefits		28382	28431	25551	56813	49812	102420
	e) Finance costs		8928	7947	6340	16875	122S3	25726
	f) Depreciation end amortisation g) Olhar expanses		•6537 .	5972	5750	1259	11590	23535
	• Manufacturing and oparalJng (SlOres and sparos consumed, powr and fuel.job wf charges, cntract labour, 1lG/·		23355	22430	24283	45785	47292	90B89
	• Costs toards devalopmanl of proprty -Othars		26449 33846	1on3 27044	24001 28431	37222 60690	45243 55598	90298 117991
	Total Exponses		209341	171402	195418	3807'3	359137	750712
3 4 5 6 7 8	Ptont before shar• In nel profil of Assoclatu •nd Joint ventures, exceptional Items and ta• (1•2) Share In Profit of Associates and Jont ventures {Refer note 11) Profll beforo txcepllonal Items and tax (3+4) Excptional llem, • (loss) (nel) (Refer note 2) Proft before 1al (5+8) Ta> (e1pense)/ credit Current Tax for thO perio /year Deferred Tax for the perio I year Ad)uslmenta 10 taxes recn.sed in respect of earilr periodyear (rerer note 6 and 7)		22725 765 23490 (231) 21189 15498) 425	11248 99043 110289 (941) 169348 1260) (M)	23667 673 24240 (958) 23282 (4768) (2329)	33971 99808 133779 (3242) 130537 (8098) 351	35388 617 36085 (958) 35127 (7183) (355)	82908 1641 84447 (10715) 73732 13582) (910)
	Current Tax							2743
9 10	Defotrad Tax Total Tax Expense& (net) Nal Prom for lhe portod I year (7+8) Olh1r Comprehensive Income I (LoH) (Including shore In euaclates and joint venture.)		(573) 18116	(28741 10 74	(7087) 16195	(7747) 122790	(107391 2'388	(10093) (0036) 53�8
(I) (0) 11	Items lhal w11 not b mclasslried lo profit or loss• galo {not of ll} l!ems tat will ba redasslfled to proft or loss {net of tax) Total Other Comprehensive Income {net al tax) Totl Comproh1nslve Income ror the period /yoar(9+10)		738 (53) 685 18101	3039 102 3141 109815	287 (378) 191) 16104	3777 49 3816 128616	1711 (884) 827 25215	4915 11853) 3062 5&758
12	Nat Prom attrlbutablt lo :
	•0MC • Non-conltoll!n interests		15978 138	106527 147	15886 310	122505 285	23975 413	5289 802
	Olher Comprehensive Income/ {Lo1) atlributab1e to: • °'1ers - Non-rontrollln Interests		684 1	3141	(91)	3825 1	827	3085 (23)
	Total Comprehen,lvc Income attibutable to : -Oera • Non-cotio ing lnlerosls		16662 139	109668 147	15794 310	126330 266	24802 413	55979 779
13	Paid-up Equity Share Capital (Refer note 9) {Foc Value •, 10- pr share)		6855	6657	6657	6655	6657	6857
14	other Equity (rovalua1/on rnervo: , NII)							283240
15	Earning, per share (of Face Valuo or, 10/· oach)
	(not annuallsod except for the year ended 31 March 2023} (R�ror note 9):
	(a) Basic (In') ib) Diluled (In')		24.01 24.01	160.01 160,01	23.6 23.86	184.04 184.04	36.01 36.01	79.45 79.45
		j

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101

RAYMOND LIMITED

D. Consolidated Statoment of Cash Flows

Consolidated Statoment of Cash Flows
		(� in Lakhs)
	Half year ended	Half year endod
	30th September, 2023	30th September,	2022
	!OnaudleJ)	1unaua1lea1
CASH FLOW FROM OPERATING ACTIVITIES:
Profit before exceptional ltema and tax	133779	36085
Ad!ustments for:
Share in Profit or Associates and Joint ventures Bad Debts, advances, claims an deposits willen off	(99808) 35		(697)
Wrtte beck of provision for doubtful debts	(15)
Reversals towards slow moving and non moving Inventories Provision for doublful debts, advances and icenUve receivable	(1299) 162		(1606) 945
Depreciation and amortisation	12509		11590
Apportioned Inome from goverment grants Net proft on disposal of prope�, plant and equipment/ discarded	(288) (181)		(309) (53)
Net gain on sale / fair valuaUon of Investments	(4420)		(824)
Impairment of property. plant and equipment (net)	6
Finance costs	16875		12253
Interest Income	(4508)		(1515)
Dividend Income Employ,: ·ltock option expenses	,_,(27) 840		(26) 2
Loss/(Gain) on exlingulshment of lease liabilities (net) Excess provision wtten back	(125) (2)		15 (204)
Exceptional Items (excluding non cash Items) (Refer note 2):
- Relrenchmenl compensation and VRS	(3242)		(598)
- Insurance Claim received			1109
Oporaling profit before working capital changes	50291		56167
Ad!ustments for:
Increase in trade and other receivables	(54712)	(23154)
Increase In Inventories	(28657)	(50201)
Increase In trade and other payables and provisions	17633		20117
Cash generated from / (used In) operations	*115445*		2929
Direct taxes (paid)	(4381)		(4639)
Net cash used In operating activities - [Al	(19826)		(1710)
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipmenV Intangible assets including Capital Work-In­ Proress and Intangible assets unde development	(10381)		(4820)
Sale proceeds from disposal or property, plant and equipment	1154		1036
Proceed from redemption of non-urronl Investments Payent towards buy back of shares In subsidiary lo non controlling Interest Investment In Treasury shres by ESOP trust ( refer note 9) Fixed deposits wth banks (net)	4157 (1911) (379) 35		(7159) 7573
(Purchase) /sale of current Investments (net)	(30667)		12989
lnteresllncome received	2843		1383
Dividend Income received	27		26
Net cash generated from/ (used In) Investing activities - [BJ	(5122)		11028
CASH FLOW FROM FINANCING ACTIVITIES:
Diviend paid (Including unclaimed dividend)'	(2010)		(2007)
Finance costs paid Proceeds from non-current brrowins	(12626) 180219		(949) 29786
Finance costs paid on lease obligations	(1908)		(1265)
Repayment of lease obligations	(4442)		(3665)
Repayment of non-current borrowings Proceods(Repayenl) from curent brrowings (net)	(80813) (24312)	(31686) 4819
Net cash (used In)/ genorated from financing activities - [CJ	54108	113514
Net decrease In cash and cash equivalents• [A+B+C]	(840)		(4196)

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RAYMOND LIMITED
Consolldnled Statement of Cash Flows
(' in lekhs)
Half year ended Half year ended
30th Soptembor, 2023 30th September, 2022
Add: Cash and cosh oqulvalents ot bog Inning of tho year(') 17124 16169
Cash and cash equivalents at end of tho year (not) 16284 11973
'no\ of overdrawn bank balances
(, in Lekhs)
As at Asal
30th Scetember1 2023 30th September, 2022
Cash and cash equlvalonts above comprlsos of the following
Cash and cash equivalents 16463 12266
Less:- Overdrawn bank balances (179) (293)
Net cash and cash equivalents 16284 11973
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E{I). Addltlonal Disclosures as per Rogulatlon 52{4) of Socurltloe and Exchange Board ol lndla (Listing Obligations and Disclosure Requirements) Regulallons, 2015

Sr.No.	Partlculors		Quarter ended		Half yoar ondod	Half yoar ondod	Vear ended
		30.09.2023	30.06.2023	30.09.2022	30.09.2023 30,09.2022		31.03.2023
		(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited) (Unaudited)		(Audited)
1	Debt• Equity ra!lo (tmes)	0.69	0.69	0,80	0.69	0,80	0.7t
	[Total Debi/ Equllyl
2	Debt Service Coverage raUo {times) (Earings before nnance csts, depredation Md amortlsaUon,	1.18	0.80	0.80	1.57	1.17	1.82
	oxcepllonal Items, Share of profit of associate and joint venture and tax
	(E8ITOA) / (Flnance costs for the period/year+ Pr1nclpal ropoyment of long-term debt and lease liablllles within one year) - Not annualized
	except for the year t1nded 31 March 2023
3	Interest Service Coveraue ratio (times) (EBITOA / Finonc costs}- Nol annuarized except for tho year ended 31	4.28	3.17	5.64	3.76	4.83	5.14
	March 2023
4	Outstandlna Redeemable Preferenco Shares
5 6 7 8 9	Debenture redemDllon reserve Caoilal redemolion resere,, In lakhs** Net Wor1h I! In lakhsl Net oroft/Clss) afler lex r, In lakhs* Basic comigs per share (In t) • Not annualised except for the yea*	1920 421567 16116 24.01	1920 40670 106674 160.01	1920 266852 16195 23.86	1920 421567 12279 184.04	1920 266852 24388 36.01	1920 298398 53696 79.45
	onded 31 March 2023
10	Diluted eamlngs per she re (in ')•Not onnual!sed excopt for the yosr ended 31 Marc 2023	24.01	160.01	23.86	184.04	36.01	79.45
11 12	Current rolio (times) Cumnt assets_I_Current llabilltlesl Lon(·i�rm dobl to working capital (limes) ( Nen-cumml Borrowngs + Current maluritios of long-torm borrowing!)/ Net working capttal excuding Curront maturities of kg-term borrowings]	1.77 0.84	t.77 0.90	1.31 0.98	1.77 0.84	1,31 0,98	1.33 0.85
13 14 15	Bad debts to accounts receiable rall (o,l (Gross Bad debts/ Averaoe trado receivabla°l Current fbllly ratio (o,) lCUrrent 1/abQities / Total liobiUties} Total debl to total assets ratio(%) flShort-term debt+ Lona term debt/ Total Assets!	0.02% 55.38% 27.6%	0.02¼ 5.35'o 2s.1•1	0.00o, 71.06'/ 27.00o.	0.04%I' 55.38% 27.61%	0.00'/o 71.06'/4 27.00%	6.16% 72.16% 26.0%
16 17	Debtors Turnover (limes) lrlRevenue from oneratlns / Averane trade rcclvable\1 � Anmiallsed Invento Turnover (tims) ( Cost of Goods Sold/ Average lnventoJ)l- Annualised (Cost of Goo sold . Cost of materials consumed tPurchases of stock-In- trade + Changes In Inventories of nnlshed gods, sloc-ln-lrade, work�l- prgress and property undor development+ Mnuracluring and operaUng exaenses+Cosls towards develooment*_of_ororrru*	9.49 1.93	9.53 1.58	9.62 2.16	6.48 1.77	8.10 2.03	10.16 2.13
18 19	Operating Margin ('1 %) lllEBITDA • Other lncomel / Revenue from oorolionsl Nol Profit Margin(%) IfProfit eflor tax/ Revenue from ooertionsl	13.96•/4 7.15%	11.t0% 60.22%	15.45% 7.47%	12.70% 30.61%	13.95% 6,26%	14.60% 0.54o,
(Ill	Disclosures as per Rtgulatlon 54 of Securities end Exchange Board of India (Listing Obllgatlons end Disclosure			Requirements) Regulations, 2015
	ParUculars	ISIN		Asset Cover	*Ratio Olmos*
	9.50% se,les 'L' Secured listed Rated Redeemable No-Convertible	INE301A0701 t	30.09.23	30.06.23	31.03.23	30.09.22
	Debentures 8.80% Series "M' Secured lislod Rated Relemable Non-Conver1Ible	INE301A07029			1.31	1.37
	Debentures
	8.85% Series 'N' Secured listed Rated Redeemable Non-Convertible Debentures 9.00% Se1les 'P' SoCJred Listed Rated Reeemabe Non-Convertble Debentures 7 .60% Serles•a·SCJred Lis led Rated Redeemable Non-onverUble Debentures	INE301A07045 INE301A07060 INE30tA07078	1.96 2.22	2.00 2.27	2.05 2.32	1.98 2.50 6.68

• a) The follow'.ng def!nillon has been con!l dered for the purpose of computation of Anet Cover Ratio: (I) Asset cover ratio : Market value of secured assets/ Value of Secured Listed Roted Redeemable Non-convertible Debenlures

• (II) Marl<et value of socured assets: Market value o_f assets secured, es per \ho vak.Jation report issued lJy value,, against the outstanding Secured Listed Rated Redeemable Non-convertible Debentures; (iii) Velue or Secured Llstod Raled Redeemable Non-<:onve,tible Debentures: Outstanding value of lhe Secured Listed Rated Redeemable Non-Convertible Debentures and Secured borrowings and coupon lnlorest oc:cruod but not due on lhe Socured listed Rated Redeemable Non-Convertible Debentures and Secured borrowings es at 30 September 2023.

• b) Asset cover ratio shalt be at least 1.25 times of seeured assets as per the terms of Information Memorandum and/or Debenture Trust Deed for all series ol Secured Lfl;ted Rated Redccmablo Non­ Convertible Debentures except fO{ 9.00% Serles •p· Secured Listed Raled Redeemable Non-Convertible Debentures where assot cover ratio shall be at least 2.00 limes of secured assets.

• c) (i) 9.60'/, Series 'L' Secured listed Rated Redeemable Non-Conver1Ible Debentures and 8.80o/, Setios 'M" Secured listed Rated Redeemable Non-Convertible Debentures are ::aecured by hypolhecation by way or pari passu charge on the Company's movabto properties (except amen! assets) includlng Its movable plant and machlneJY, machinery spares, tools and accessories end other movables, both present and future, pertaining to Jalgaon Plant Durtng the previous quorler same has beon rodeemed.

• �I) 8.65% Series 'N' Secured Listed Rated Redeemable Non-COnvertib/o Debentures Is seeured by par1 pas.3u charge!! by way or an oqullablo mortgage Sl relation to l8asoholcf rights In the piece end parcel or land along wiU1 U[,] ,e sla11ding structure thereon, ndmeasuring 404,851.27 square meters situated at Village Kharitaigaon, Chindwara and piece and parcel of land adnieasuring 71,960 square melcrs situated at Village Lodh\kheda, Chlndwara, together wilh en present and future assols, receivables and 0xtures slandlng !hereon and all things ellached lhoreto.

(ili) 9.00'.4 Series 'P' Secured Listed Rated Redeomable Non-Convertible Debentures are socured by first ranking exduslve mortoaoe on piece or parcel of land edmea$urlng 49,708.34 square meters situated at VIiiage Panchpakhadl, Thono, togelher with all buildings, erections, godowns and construction erected and standing or attached to lhe aforesaid land, bolh present and future till 24 JanUaJY 2023.

(iv) 7.60¾ Sorlos 'O' Secured Listed Rated Redeemable Non-Convertible Debentures are secuted by first porl passu charge by way of mortgage on Immovable property, plant and equlpmenl sltualed at Vepi P1ent and first parl passu charge by way of hypothecaUon on company's movable properties (except current osse1s) including Its movable plant and machlneJY, machinery spares, tools and accessories and 0U1er movables, both present and future, located al Vspl Plant till 24 January 2023 ..

(v) From 25 January 2023, 9.00[°] /4 Serles 'P' Secured Llstod Roted Redeemable Non-Convertible Debentures end 7.60o/, Series •a· Secured Listed Ralod Redoemable Non-Convertible Debentures are secured by flral pari passu charge by way of mortgage on immovable fixed assets si1uated et Vapl Plant and firtt peti passu charge by way of hypotheca\ion on Compony's movable proportJes (except current assets) including its moveblo plant and machlnel)', machinery spares, tools and accessories and other movables, both present and future, located al Vapl Plant.

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105

ANNEXURE III

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150

ANNEXURE IV

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Ray Global Consumer Trading Limited

CIN: U74999MH2018PLC316376

Consolidated Financial Statements for the period ended September 30, 2023

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Annexure V

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ANNEXURE VI

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ANNEXURE VII

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ANNEXURE VIII

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Annexure A

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Annexure B

April 2023

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Tel: +91 22 33321600 BDO Valuation Advisory LLP Fax: +91 22 2439 3700 The Ruby, Level 9, North West Wing www.bdo.in Senapati Bapat Marg, Dadar (W) Mumbai 400028, India

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Ref. No.: LM/Apr27-2/2023

April 27, 2023

To,

The Board of Directors The Board of Directors Raymond Consumer Care Limited Ray Global Consumer Trading Limited Plot G-35 & 36, MIDC Waluj Taluka, Gangapur, Pokhran Road No 1 Aurangabad Jekegram, Near Cadbury Junction Maharashtra – 431136 Thane Maharashtra - 400606

Dear Sir(s)/ Madam(s),

Sub: Fair Equity Share Exchange Ratio in relation to the Proposed Demerger of Lifestyle Business of Raymond limited (‘Lifestyle Business Undertaking’) and merge into Raymond Consumer Care Limited (‘RCCL’) along with Ray Global Consumer Trading Limited (‘RGCTL’)

This is with reference to BDO Valuation Advisory LLP (‘BDO’ or ‘Us’ or ‘Our’) report dated April 27, 2023 with Ref. No.: LM/Apr27-2/2023 (‘Report’) . Please find enclosed relevant computations based on which our recommendation of the fair equity share exchange ratio for the proposed demerger of Lifestyle Business Undertaking from Raymond Limited into Raymond Consumer Care Limited (‘ RCCL ’) and simultaneous amalgamation of RGCTL into RCCL on a going concern basis with effect from the proposed Appointed Date of 1 April 2023, pursuant to a Scheme of Arrangement under the provisions of Sections 230 to 232 of the Companies Act, 2013 (‘Proposed Transaction’). In this connection, we have been requested to render our professional services by way of carrying out a valuation of Lifestyle Business Undertaking, RCCL and RGCTL (together referred as the “the Companies” or “Businesses”) .

In this connection, we mention that the computations enclosed herewith need to be viewed in conjunction with the Report and the documents referred to in the Report. The recommendation of the fair equity share exchange ratio for the Proposed Transaction is arrived on by the approach and methodology detailed in the Report and various qualitative factors relevant to each specific company having regard to the information, management representations, key underlying assumptions and limitations as referred to in the Report.

Regards,

For BDO Valuation Advisory LLP

IBBI No.: IBBI/RV-E/02/2019/103

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_____ Lata R. Gujar More

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IBBI Regn No.: IBBI/RV/06/2018/10488 Partner

VRN: IOVRVF/BDO/2023-2024/1846

BDO Valuation Advisory LLP, an Indian limited liability partnership firm, is a member of BDO International Limited, a UK company limited by guarantee and forms part of the International BDO network of independent member firms.

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Annexure 1: Summary of Valuation Approaches & Methodologies used for Valuation Exercise

Company	Market Approach –	Income Approach-	Asset /Cost Approach
	CCM Method	DCF Method	– Summation Method
Lifestyle Business	✓	✓	X
RCCL	X	X	✓
RGCTL	X	X	✓

Notes:

1. For the present valuation analysis, we have considered it appropriate to apply the Income Approach and Market Approach for Lifestyle Business Undertaking and Asset approach for RCCL and RGCTL to arrive at the value of the equity shares for the purpose of the Proposed Transaction.

2. Given the nature of the businesses of the Companies and the fact that Lifestyle Business Undertaking projected financials has been provided, we have considered it appropriate to apply the DCF Method under the Income Approach to arrive at the value of the shares of the Companies for the purpose of arriving at the Equity Share Exchange Ratio.

3. We have applied Comparable Companies Multiples method under Market Approach, wherein we have considered the appropriate trading multiples of the comparable companies listed on recognized stock exchange for the valuation of Lifestyle Business Undertaking for the purpose of arriving at the Equity Share Exchange Ratio.

4. The value of RCCL is considered based on the transaction value provided by the management. The management has further informed that, transaction is agreed for all-cash consideration deal for sale/ transfer of Consumer Business to independent buyer. Therefore, for the valuation of RCCL we have considered the Summation Method under Asset Approach.

5. RGCTL is an investment holding company and it does not have any business operations other than Investment in RCCL and RGCPL. Therefore, for valuation of RGCTL Summation Method under Asset Approach is considered.

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In the light of the above, and on considering all the relevant factors and circumstances as discussed and outlined in the Report and hereinabove, in our opinion fair equity share exchange ratio for the proposed transaction of Lifestyle Business of Raymond (“Lifestyle Business Undertaking”), RCCL and RGCTL (as per the Report):

• a) In the event of demerger of Lifestyle Business Undertaking into RCCL:

Income Approach DCF Method	1,134		50%		NA		NA
Market Approach Market Price (‘CCM’) Method	1,154		50%		NA		NA
Asset/Cost Approach NAV Method	NA		NA		1,439		100%
Value Per Share		1,144				1,439
Share Exchange Ratio (Rounded off)				0.8

b) In the event of amalgamation of RGCTL with RCCL:

Income Approach DCF Method	NA		NA		NA		NA
Market Approach Market Price (‘CCM’) Method	NA		NA		NA		NA
Asset/Cost Approach NAV Method	2,927		100%		1,439		100%
Value Per Share		2,927				1,439
Share Exchange Ratio (Rounded off)				2.0

NA= Not Adopted/Not Applicable

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Recommendation:

1. Equity Share Exchange Ratio 1:

Four (4 Only) equity shares of Raymond Consumer Care Limited of INR 2/- each fully paid up for every Five (5 Only) equity shares of Raymond Limited of INR 10/- each fully paid up.

2. Equity Share Exchange Ratio 2:

Two (2 Only) equity shares of Raymond Consumer Care Limited of INR 2/- each fully paid up for every One (1 Only) equity share of Ray Global Consumer Trading Limited of INR 10/- each fully paid up.

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Annexure 2: Valuation of Lifestyle Business Undertaking as per Discounted Cash Flow Method:

We have received future financial projections of Lifestyle Business Undertaking of RL from the management of RL. RL is a leading Indian textile, lifestyle and branded apparel company with a wide network of operations in local as well as foreign markets. The Lifestyle Business Undertaking comprises of branded textiles, branded apparels, garmenting as well as B2C shirting and B2B textiles tailoring and MTM and textile manufacturing. Therefore, the future earning capability of the business is important. Accordingly, we have considered DCF Method under Income Approach for valuation of Lifestyle Business Undertaking.

DCF Analysis of Lifestyle Business Undertaking

Particulars	INR Mn
NPV of Explicit Period	18,942.7
Present Value of TV	64,544.0
Enterprise Value	83,486.7
Debt	(19,270.0)
Other Adjustments as at the Valuation Date (Note No. 1)	1,059.4
Equity Value	65,276.1
Fair Value of investment in RGCTL (47.66%)	10,214.3
Total Value of Lifestyle Business Undertaking	75,490.4
Fully Diluted No. of Equity Shares (in Mn)	66.6
Value per Equity Share (INR) (Rounded off)	1,134

Note No. 1– Other Adjustments as at Valuation Date include Cash & Cash Equivalents, Investment in Mutual Fund, Contingent Liabilities and Consideration for RLCL’s minority stake buyback.

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Annexure 3: Valuation of Lifestyle Business Undertaking as per Comparable

Companies Multiple (“CCM”) Method

Under Market Approach, we have considered CCM Method. Under the CCM method, the value is determined on the basis of multiples derived from valuations of comparable companies listed on the stock exchanges. This is based on the principle that market valuations, taking place between informed buyers and informed sellers, incorporate all factors relevant to valuation. We have identified listed comparable companies based on business of each company and thereafter screened selected multiple based on business composition, business description, etc. We have considered EV / EBITDA multiple of the comparable listed companies. The total equity value so derived is then divided by total number of equity shares arriving at the value per equity share under CCM Method.

CCM Analysis of Lifestyle Business Undertaking

	(INR Mn)
Particulars	Amount
EBITDA (Note No. 1)	9,559.1
Median EV / EBITDA multiple	9.3x
Enterprise Value	88,610.9
Debt	(19,270.0)
Other Adjustments as at the Valuation Date (Note No. 2)	(2,719.9)
Equity Value	66,621.1
Fair Value of investment in RGCTL (47.66%)	10,214.3
Total Value of Lifestyle Business Undertaking	76,835.3
Fully Diluted No. of Equity Shares (in Mn)	66.6
Value per Equity Share (INR) (Rounded off)	1,154

Note No. 1 – EBITDA is as per Indian Accounting Standards (IND AS)

Note No. 2 - Other Adjustments as at Valuation Date include Cash & Cash Equivalents, Investment in Mutual Fund, Lease Liabilities, Contingent Liabilities and Consideration for RLCL minority stake buyback.

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Annexure 4: List of Comparable Companies used for the CCM Method

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Sr. No. Company
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1 Aditya Birla fashion and Retail Limited 2 Arvind Fashions Limited 3 Raymond Limited 4 Kewal Kiran Clothing Limited 5 Cantabil Retail India Limited 6 Indian Terrain Fashions Limited 7 Arvind Limited 8 Siyaram Silk Mills Limited 9 Nandan Denim Limited 10 Donear Industries Limited 11 K.P.R. Mill Limited 12 BSL Limited 13 Gokaldas Exports Limited 14 Vardhman Textiles Limited

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Annexure 5: Valuation of Raymond Consumer Care Limited as per Summation

Method

The value of RCCL is considered based on the transaction value provided by the management. The management has further informed that, transaction is agreed for all-cash consideration deal for sale/ transfer of Consumer Business to independent buyer. Therefore, for the valuation of RCCL we have considered the Summation Method under Asset Approach.

Particulars	INR Mn
Fixed Assets	297.2
Current/Non-Current Assets	28,693.5
Current/Non-Current Liabilities	7,419.8
Net Current/Non-Current Assets	20,976.5
Deferred Tax Asset	162.4
Equity Value	21,436.1
Number of Shares (Mn)	14.9
Value Per Share (INR) (Rounded-off)	1,439

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Annexure 6: Valuation of Ray Global Consumer Trading Limited as per Summation

Method

RGCTL is an investment holding company and it does not have any business operations other than Investment in RCCL and Ray Global Consumer Product Limited (“RGCPL”). Therefore, for valuation of RGCTL Summation Method under Asset Approach is considered.

Asset Approach is considered.
Particulars	INR Mn
Investments (Note No.1)	21,436.5
Current/Non-Current Assets	0.5
Current/Non-Current Liabilities	4.4
Net Current/Non-Current Assets	(4.0)
Debt	(1.0)
Equity Value (INR Mn)	21,431.5
Number of Shares (Mn)	7.3
Value Per Share (INR) (Rounded-off)	2,927
Note No.1
Investments	INR Mn
Raymond Consumer Care Limited	21,436.1
Ray Global Consumer Product Limited	0.4
Total	21,436.5

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KPMG Valuation Services LLP 2[nd] Floor, Block T2 (B Wing) Lodha Excelus, Apollo Mills Compound, N. M. Joshi Marg, Mahalaxmi, Mumbai – 400 011 India

Telephone: +91 (22) 3989 6000 Fax: +91 (22) 3090 2210 Internet: www.kpmg.com/in Email:indiawebsite@kpmg.com

Strictly Private and Confidential

Raymond Limited New Hind House, Narottam Morajee Marg, Ballard Estate Mumbai, Maharashtra – 400001

Date: 19 June 2023

Subject: Clarification to the query raised by NSE Limited in letter (Ref: NSE/LIST/35589) dated 31 May 2023

Dear Sirs,

We refer to our valuation report dated 27 April 2023 where we had recommended Share Exchange ratios for the proposed demerger of Raymond Lifestyle Business Undertaking from Raymond Limited and merger of Ray Global Consumer Trading limited into Raymond Consumer Care Limited. The Share Exchange ratios as recommended by us are presented below:

Share Exchange Ratio 1

The computation of Equity Share Exchange Ratio 1 as derived by KPMG, is given below:

Valuation Approach	Lifestyle Business Undertaking	Lifestyle Business Undertaking	RCCL
	Value per Share (INR)	Weight	Value per Share (INR)	Weight
Income Approach	1,157	50%	NA	0%
Market Approach	1,199	50%	NA	0%
Asset Approach	156	0%	1,439	100%
Value per Share	1,178	100%	1,439	100%
Exchange Ratio (Rounded off)		0.8

On a consideration of all the relevant factors and circumstances as discussed and outlined in the valuation report, we have recommended the following Equity Share Exchange Ratio between Lifestyle Business Undertaking of Raymond Limited and Raymond Consumer Care Limited:

Four (4 Only) equity share of Raymond Consumer Care Limited of INR 2/- each fully paid up for every Five (5 Only) equity shares of Lifestyle Business Undertaking of Raymond Limited of INR 10/- each fully paid up.

Share Exchange Ratio 2

The computation of Equity Share Exchange Ratio 2 as derived by KPMG, is given below:

		RGCTL			RCCL
Valuation Approach	Value per Share (INR)		Weight	Value per Share (INR)		Weight
Income Approach	NA		0%	NA		0%

KPMG Valuation Services LLP, an Indian limited KPMG Valuation Services [a partnership firm with Registered Office: liability partnership and a member firm of KPMG Registration No. 414] converted into Limited 8th Floor, Tower C, Building No. global organization of independent member firms Liability partnership with LLP Registration No. AAP10, DLF Cyber City, Phase II, affiliated with KPMG International Limited, a private 2732, with effect from May 13, 2019 Gurugram- 122002 India English company limited by guarantee

264

Market Approach	NA	0%		NA	0%
Asset Approach	2,927	100%		1,439	100%
Value per Share	2,927	100%		1,439	100%
Exchange Ratio (Rounded off)			2.0

On a consideration of all the relevant factors and circumstances as discussed and outlined in the valuation report, we have recommended the following Equity Share Exchange Ratio between Ray Global Consumer Trading Limited and Raymond Consumer Care Limited:

Two (2 Only) equity share of Raymond Consumer Care Limited of INR 2/- each fully paid up for every One (1 Only) equity shares of Ray Global Consumer Trading Limited of INR 10/- each fully paid up.

Queries raised by NSE

We understand that the following query has been raised by NSE Limited in its letter (Ref: NSE/LIST/35589) dated 31 May 2023:

“As per the clarification submitted, it is stated that provisional financials were considered for deriving valuation of the companies involved in Scheme. The reasons stated by the valuer is not satisfactory. As per Exchanges SOP, valuation shall be derived only on audited figures. Kindly clarify how the Company is complying with Exchange’s Standard Operating Procedure (SOP) dated December 20, 2022 on Scheme of Arrangement, which states that the audited financials shall be considered for valuations”

Clarification to queries raised by NSE

For the purpose of the valuation analysis and based on information available from the Management, we had considered the financial statements as below:

• Historical carved out financial statements for Raymond Lifestyle Business for the Period FY 2019 to FY 2022.

• Provisional carved out financial statements for Raymond Lifestyle Business for FY 2023.

• Projected business plan and financial statements for Raymond Lifestyle Business for the period FY 2024 to FY 2027.

• Provisional financial statements for Ray Global Consumer Trading Limited and its subsidiaries for FY 2023.

• Provisional financial statements for Ray Consumer Care Limited post sale of its consumer business.

For the purpose of the above queries raised by NSE, we carried out our workings considering an independent Chartered Accountant certified carved out financial statements of Raymond Lifestyle Business, and audited financial statements of Ray Global Consumer Trading Limited for the 12 months period ended 31 March 2023 and independent Chartered Accountant certified financial statements of Raymond Consumer Care Limited post sale of its consumer business. No other changes were made in the use of valuation methodologies, discount rates, weightages and projected financial information as used at the time of preparation of the valuation report.

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Based on the results of the analysis, we conclude that there is no change in the recommended Share Exchange ratios (after rounding off) as presented in the valuation report and the Share Exchange ratio (after rounding off) as computed considering the independent Chartered Accountant certified carved out financial statements of Raymond Lifestyle Business Undertaking & Raymond Consumer Care Limited and audited financial statement of Ray Global Consumer Trading Limited. Accordingly, we do not recommend any change in Share Exchange Ratio 1 nor in Share Exchange Ratio 2 as presented in the valuation report dated 27 April 2023.

This letter should be read in conjunction with our valuation report dated 27 April 2023.

With kind regards Yours sincerely For KPMG Valuation Services LLP Registered Valuer RV No.- IBBI/RV-E/06/2020/115

Amit Jain, Partner

IBBI Registration No. IBBI/RV /06/2018/10501

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Tel: +91 22 6228 0817

June 19, 2023

HO

The Ruby, Level 9, North West Wing, Senapati Bapat Marg, Dadar (W), Mumbai 400028, INDIA

Ref. No.: LM/Jun191/2023

To,

The Company Secretary, Raymond Limited Jekegram, Pokhran Road no. 1, Thane (W) - 400606

Dear Sir(s)/ Madam(s),

Sub: NSE Clarifications

This letter is in reference to our Report and Valuation Annexure dated April 27, 2023 bearing its reference number of LM/Apr27-2/2023 and VRN of IOVRVF/BDO/2023-2024/1846 recommending the Fair Share Swap Ratios for the Composite Scheme of Arrangement between Raymond Limited (“RL”) , Raymond Consumer Care Limited (“RCCL”) and Ray Global Consumer Trading Limited (“RGCTL”) and their respective shareholders.

Subsequent to this Report, an email is received on June 1, 2023 from you forwarding the clarifications sought by National Stock Exchange of India Limited (“NSE”) vide letter dated May 31, 2023 with reference number NSE/LIST/35589 requesting us to reply on Point 2 and 3 of the Observation Letter as stated above.

Please find attached our replies on the same.

Yours Faithfully,

For BDO Valuation Advisory LLP

IBBI No.: IBBI/RV-E/02/2019/103

_____ Lata Gujar More Partner IBBI No.: IBBI/RV/06/2018/10488

BDO Valuation Advisory LLP, an Indian limited liability partnership firm, with LLP Identity No. AAN 9463, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

Head Office: The Ruby, Level 9, North West Wing, Senapati Bapat Marg, Dadar (W), Mumbai 400028, INDIA | Tel: +91 22 6228 0817

268

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Point No. 2. As per the clarification submitted, it is stated that provisional financials were considered for deriving valuation of the companies involved in Scheme. The reasons stated by the valuer is not satisfactory. As per Exchanges SOP, valuation shall be derived only on audited figures. Kindly clarify how the Company is complying with Exchange’s Standard Operating Procedure (SOP) dated December 20, 2022 on Scheme of Arrangement, which states that the audited financials shall be considered for valuations.

• In order to comply with Exchange’s Standard Operating Procedure (SOP) dated December 20, 2022, the Management of Raymond Limited has provided us with the following subsequent to the Report dated April 27, 2023–

• i. Independent Chartered Accountant’s certificate in respect of the carved out provisional financial statements of Lifestyle Business of Raymond Limited as on March 31, 2023.

• ii. Independent Chartered Accountant’s certificate in respect of the carved out financial statements of Raymond Consumer Care Limited as on March 31, 2023.

• iii. Audited Financial Statement of Ray Global Consumer Trading Limited and its subsidiaries as on March 31, 2023.

Based on the above financials, we have replaced the numbers in the Valuation of Lifestyle Business Undertaking of RL, RCCL and RGCTL provided in our Report and there are no other change in the assumptions. The Equity Share Exchange Ratios remain the same as reported in our Report dated April 27, 2023 which are as under –

Equity Share Exchange Ratio 1:

Four (4 Only) equity shares of Raymond Consumer Care Limited of INR 2/- each fully paid up for every Five (5 Only) equity shares of Raymond Limited of INR 10/- each fully paid up.

Equity Share Exchange Ratio 2:

Two (2 Only) equity shares of Raymond Consumer Care Limited of INR 2/- each fully paid up for every One (1 Only) equity share of Ray Global Consumer Trading Limited of INR 10/- each fully paid up.

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Point No. 3. As per the definition of lifestyle undertaking submitted by the Company, it has been observed that investment in certain other subsidiaries are also being transferred pursuant to the Scheme. In this regard, kindly provide clarification from the valuer if the investment values in the other subsidiaries being transferred were considered while valuing the Demerged Undertaking.

• As represented by the Management, the carved-out balance sheet and the carved-out business plan on consolidated basis is provided to us which includes lifestyle business of Raymond Limited along with the investments in its subsidiaries which are transferred as a part of Lifestyle Business Undertaking under the Scheme. Based on this representation we have considered the same for the valuation purpose.

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Annexure B

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May 2023

283

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Tel: +91 22 6228 0817

HO

The Ruby, Level 9, North West Wing, Senapati Bapat Marg, Dadar (W), Mumbai 400028, INDIA

Ref. No.: LM/May261/2023

May 26, 2023

To,

The Company Secretary, Raymond Limited Jekegram, Pokhran Road no. 1, Thane (W) - 400606

Dear Sir(s)/ Madam(s),

Sub: NSE Clarifications

This letter is in reference to our Report and Valuation Annexure dated April 27, 2023 bearing its reference number of LM/Apr27-2/2023 and VRN of IOVRVF/BDO/2023-2024/1846 recommending the Fair Share Swap Ratios for the Composite Scheme of Arrangement between Raymond Limited (“RL”) , Raymond Consumer Care Limited (“RCCL”) and Ray Global Consumer Trading Limited (“RGCTL”) and their respective shareholders.

Subsequent to this Report, an email is received on May 25, 2023 from you forwarding the clarifications sought by National Stock Exchange of India Limited (“NSE”) vide letter dated May 23, 2023 with reference number NSE/LIST/35589 requesting us to reply on Point 4 and 5 of the Observation Letter as stated above.

Please find attached our replies on the same.

Yours Faithfully,

For BDO Valuation Advisory LLP

IBBI No.: IBBI/RV-E/02/2019/103

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_____ Lata R. Gujar More Partner IBBI No.: IBBI/RV/06/2018/10488

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BDO Valuation Advisory LLP, an Indian limited liability partnership firm, with LLP Identity No. AAN 9463, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

Head Office: The Ruby, Level 9, North West Wing, Senapati Bapat Marg, Dadar (W), Mumbai 400028, INDIA | Tel: +91 22 6228 0817

284

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Point No. 4. As per the clarification submitted, it is stated that provisional financials were considered for deriving valuation of the companies involved in Scheme. Kindly clarify how is the Company complying with Exchange’s Standard Operating Procedure (SOP) dated December 20, 2022 on Scheme of Arrangement, which states that the audited financials shall be considered for valuations. Clarification in this regard is required for the Valuer.

• In the composite scheme of arrangement between Raymond Limited, RGCTL, RCCL and their respective shareholders, the two unlisted companies involved are RGCTL and RCCL.

• RCCL does not have any business operations other than Consumer Business. On the date of issue of the Report dated April 27, 2023, the Board of RCCL has approved the transaction for sale of consumer care business with a listed third party for cash consideration of INR 2,825.0 Cr inclusive of working capital and exclusive of plant. In the same board meeting the Composite Scheme of Arrangement was also approved.

• Therefore, the audited financial statements for the year ended March 31, 2023 (prior to the transaction) do not represent the true financial position of RCCL as on the date of Report. Hence, provisional financials of RCCL are considered post giving effect for net of tax consideration for transfer of consumer care business.

• RGCTL is an investment holding company of RCCL and Ray Global Consumer Product Limited (“RGCPL“). RGCPL is a non-operating Company. RGCTL has no major assets other than investment in RCCL and RGCPL. Since RGCTL derives its entire value from investment in RCCL, use of either provisional or audited financials of RGCTL do not have any impact on the recommended swap ratio.

• In case of Lifestyle Business Undertaking, the carved-out management approved provisional financials are considered for valuation analysis as it is not a separate legal entity. Further, being a listed company the audited financial results of Raymond Limited for the financial year ended March 31, 2023 were approved by the board of directors and disclosed to the stock exchanges only on May 9, 2023 which is subsequent to our report.

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Strictly Confidential

Page 3 of 5

285

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Pont No. 5. “Kindly clarify with respect to the following points pertaining to the calculation submitted by the valuer,”

• i) “Under DCF Analysis of Lifestyle Business Undertaking, provide calculation behind deriving the Present Value of TV.”

• The Calculation behind deriving the Present Value of TV is as follows -

Particulars	INR Mn
Free Cash Flow for Terminal Year (A)	9,059.0
Weighted Average Cost of Capital (WACC) (B)	13.9%
Terminal Value Growth Rate (C)	5.0%
Terminal Value (D) = (A)/((B)-(C))	1,01,786.0
Present Value Factor (E)	0.63411
Present Value of TV (F) = (D) x (E)	64,544.0

• / - Rounding Difference

• ii) “Under CCM Analysis of Lifestyle Business Undertaking, provide calculation being deriving the Median EV / EBITDA multiple.”

• The calculation of Median EV / EBITDA multiple is as follows –

Company	TTM
Aditya Birla fashion and Retail Limited	16.4
Arvind Fashions Limited	12.8
Raymond Limited	9.8
Kewal Kiran Clothing Limited	14.5
Cantabil Retail India Limited	13.4
Indian Terrain Fashions Limited	4.8
Arvind Limited	4.6
Siyaram Silk Mills Limited	7.1
Nandan Denim Limited	8.8
Donear Industries Limited	12.4
K.P.R. Mill Limited	15.1
BSL Limited	8.3
Gokaldas Exports Limited	7.1
Vardhman Textiles Limited	5.0
Median	9.3

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Note – Reported EBITDA of Comparable Companies has been considered.

Strictly Confidential

Page 4 of 5

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• iii) “In the list of Comparable Companies, Raymond has been compared with Raymond itself (point no. 12 of Comparable Companies list).”

• Raymond Limited is a Listed Company and Lifestyle Business Undertaking forms major part of

• Raymond Limited. It has been considered appropriate to make Raymond Limited a part of Comparable Companies list.

• iv) “Valuation of Raymond Consumer Care Limited, although it stated that figures have been derived after considering the sale of consumer business, it has been observed that Assets figures is almost same as the figures in the Balance Sheet as on March 31, 2022 (i.e., before the said sale transaction).”

• The reference of Assets made in the observation is made to the Total Assets. As per the audited Balance Sheet of RCCL as on March 31, 2022, Total Assets of the company is INR 298.22 Cr. However, the consideration received for sale of Consumer Care business is INR 2,825.0 Cr.

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Strictly Confidential

Page 5 of 5

287

ANNEXURE-A

Strictly Private and Confidential

Raymond Limited New Hind House, Narottam Morajee Marg, Ballard Estate Mumbai, Maharashtra – 400001

Date: 21 July 2023

Subject: Clarification to the query raised by BSE Limited on Listing centre portal

Dear Sirs,

We refer to our valuation report dated 27 April 2023 where we had recommended Share Exchange ratios for the proposed demerger of Raymond Lifestyle Business Undertaking from Raymond Limited and merger of Ray Global Consumer Trading limited into Raymond Consumer Care Limited.

In this regard, we understand that the following queries has been raised by BSE Limited on Listing centre portal. Clarifications to the queries raised have been provided below.

Queries raised by BSE Limited

“4. Kindly submit detailed working for arriving at the Enterprise Value under DCF Method of Income Approach of Lifestyle Business Undertaking from both the registered valuers.

5. As per clarification letters provided by both the Valuers i.e. KPMG Valuation Services LLP and BDO Valuation Advisory LLP dated May 25, 2023 and May 26, 2023 respectively, w.r.t. provisional financials used of Ray Consumer Care Limited (RCCL) wherein the valuers has inter alia mentioned that subsequent to the financial year 2023 and prior to approval of composite scheme of arrangement, RCCL had entered into a transaction with a listed third party to sell off its consumer business for agreed consideration of Rs.2825 Cr. and therefore use of audited financials statement of FY 2023 may not provide an accurate representation of the financial position or fair value of RCCL. In this regard, request you to kindly clarify from both the valuers whether the said transaction of RCCL with a listed third party of Rs.2825 Cr. is being considered in their valuation reports for arriving at the swap ratios.”

Clarification to queries raised by BSE

Please refer Annexure 1 for detailed working for arriving at Enterprise Value under DCF Method of Income Approach of Lifestyle Business Undertaking.

Further, with regards to the other query raised by BSE Limited, we confirm that that we have considered transaction of RCCL with a listed third party of Rs.2825 Cr. in our valuation reports for arriving at swap ratios.

This letter should be read in conjunction with our valuation report dated 27 April 2023.

With kind regards

Yours sincerely For KPMG Valuation Services LLP Registered Valuer RV No.- IBBI/RV-E/06/2020/115

Amit Jain, Partner

IBBI Registration No. IBBI/RV /06/2018/10501

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ANNEXURE 1: Enterprise Value of Raymond Lifestyle Business

Discounted Cash flow statement

Discounted cash flow
FYE 31 March	2024	2025	2026	2027	TY
INR million	12 months	12 months	12 months	12 months	12 months
Revenue	67,313	74,923	83,023	95,134	100,842
y-o-y growth		11.3%	10.8%	14.6%	6.0%
EBITDA [A]	9,223	10,381	11,559	13,435	14,241
EBITDA margin (%)	13.7%	13.9%	13.9%	14.1%	14.1%
Less: Depreciation	(1,077)	(1,171)	(1,181)	(1,183)	(1,080)
EBIT	8,146	9,210	10,378	12,252	13,161
EBIT margin (%)	12.1%	12.3%	12.5%	12.9%	13.1%
Less: Taxes on EBIT [B]	(2,010)	(2,279)	(2,580)	(3,062)	(3,312)
(Increase)/decrease in net working capital [C]	1,170	(788)	(285)	(1,243)	(659)
Less: Capital expenditure [D]	(2,702)	(1,459)	(1,029)	(1,019)	(1,080)
Free cash flow to the firm [E] = [A] + [B] + [C] + [D]	5,681	5,855	7,666	8,111	9,190
Period factor - mid year discounting	0.500	1.500	2.500	3.500	3.500
Discount factor - mid year discounting [F]	0.934	0.815	0.711	0.620	0.620
Present value of cash flow to the firm [E] * [F]	5,307	4,772	5,451	5,033	5,702

Terminal Value

INR million
Terminal year cash flow [A]	9,190
Discount factor [B]	0.620
Present value of terminal year cash flow [C] = [A] * [B]	5,702
WACC [D]	14.6%
Terminal growth [E]	6%
Terminal value [F] = [C] / ([D] - [E])	66,225

Enterprise Value

INR million
Primary value	20,563
Terminal value	66,225
Enterprise value	86,788

Source: KPMG analysis and Management inputs

Notes:

For the purpose of the queries raised by BSE, DCF analysis shown above is considering an independent Chartered Accountant certified carved out financial statements of Raymond Lifestyle Business for the 12 months period ended 31 March 2023. The Enterprise value therefore, shown above is different from what is presented in our stock exchange workings dated 01 May 2023 released along with our Valuation Report. As mentioned in our earlier letter dated 19 June 2023 this change in value doesn’t not have any impact on the final recommended swap ratio.

No other changes have been made in the use of valuation methodologies, discount rates, weightages and projected financial information as used at the time of preparation of the valuation report .

289

ANNEXURE - B

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Tel: +91 22 6228 0817

HO

The Ruby, Level 9, North West Wing, Senapati Bapat Marg, Dadar (W), Mumbai 400028, INDIA

Ref. No.: LM/Jul211/2023

July 21, 2023

To,

The Company Secretary, Raymond Limited Jekegram, Pokhran Road no. 1, Thane (W) - 400606

Dear Sir(s)/ Madam(s),

Sub: BSE Clarifications

This letter is in reference to our Report and Valuation Annexure dated April 27, 2023 bearing its reference number of LM/Apr27-2/2023 and VRN of IOVRVF/BDO/2023-2024/1846 (“Report”) recommending the Fair Share Swap Ratios for the Composite Scheme of Arrangement between Raymond Limited (“RL”) , Raymond Consumer Care Limited (“RCCL”) and Ray Global Consumer Trading Limited (“RGCTL”) and their respective shareholders.

Subsequent to this Report, an email is received on July 20, 2023 from you forwarding the clarifications sought by Bombay Stock Exchange Limited (“BSE”) vide the BSE Portal.

Please find attached our replies on the same.

Yours Faithfully,

For BDO Valuation Advisory LLP

IBBI No.: IBBI/RV-E/02/2019/103

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---

Lata R. Gujar More Partner IBBI No.: IBBI/RV/06/2018/10488

BDO Valuation Advisory LLP, an Indian limited liability partnership firm, with LLP Identity No. AAN 9463, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

Head Office: The Ruby, Level 9, North West Wing, Senapati Bapat Marg, Dadar (W), Mumbai 400028, INDIA | Tel: +91 22 6228 0817

290

Query No. 1. Kindly submit detailed working for arriving at the Enterprise Value under DCF Method of Income Approach of Lifestyle Business Undertaking from both the registered valuers.

• As per the Report dated April 27, 2023, Enterprise value under DCF Method was arrived at INR 83,486.7 Mn based on the provisional financial statements for the year ended March 31, 2023 provided to us by the Management at the time of preparation of the Report.

Pursuant to the clarification sought by National Stock Exchange of India Limited (“NSE”), the Management of Raymond Limited had provided us audited financial statements for the year ended March 31, 2023. Based on the same, the Enterprise Value under DCF Method of Income Approach of Lifestyle Business Undertaking is arrived at INR 85,458.7 Mn as shown below:

Query No. 2. As per clarification letters provided by both the Valuers i.e. KPMG Valuation Services LLP and BDO Valuation Advisory LLP dated May 25, 2023 and May 26, 2023 respectively, w.r.t. provisional financials used of Ray Consumer Care Limited (RCCL) wherein the valuers has inter alia mentioned that subsequent to the financial year 2023 and prior to approval of composite scheme of arrangement, RCCL had entered into a transaction with a listed third party to sell off its consumer business for agreed consideration of Rs.2825 Cr. and therefore use of audited financials statement of FY 2023 may not provide an accurate representation of the financial position or fair value of RCCL. In this regard, request you to kindly clarify from both the valuers whether the said transaction of RCCL with a listed third party of Rs.2825 Cr. is being considered in their valuation reports for arriving at the swap ratios.

• It is confirmed that the transaction of RCCL with a listed third party of INR 2,825.0 Cr is being considered by us in the valuation report for arriving at the swap ratios.

291

ANNEXURE IX

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296

ANNEXURE X

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January 25, 2024

To

Board of Directors, Raymond Consumer Care Limited, Plot G-35 & 36, MIDC Waluj Taluka, Gangapur, Aurangabad - 431136

Dear Sir/Madam,

Sub: Due Diligence Certificate on the adequacy and accuracy of disclosure of information pertaining to Raymond Consumer Care Limited in the format of abridged prospectus in relation to the Composite Scheme of Arrangement between Raymond Limited (‘Demerged Company’ or ‘RL’) and Raymond Consumer Care Limited (“Transferee” or “RCCL”) and Ray Global Consumer Trading Limited (“Transferor” or “RG”) and their respective shareholders under Section 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 (“Scheme” or “Scheme of Arrangement”)

This is with reference to our engagement letter dated June 5, 2023 entered with Raymond Limited (‘Demerged Company’ or ‘RL’) for certifying the adequacy and accuracy of disclosure of information pertaining to Raymond Consumer Care Limited (“Transferee” or “RCCL”) in the abridged prospectus prepared by RCCL and included in the notice to the shareholders of RL for seeking their approval for the Scheme. The Scheme, inter alia, provides for:

• i. Demerger of lifestyle business carried on by RL through itself and its related subsidiaries along with its strategic investment in RG (“Lifestyle Business Undertaking”) (as defined hereinafter), into RCCL and the consequent issuance of equity shares by RCCL to all the shareholders of RL in the manner provided for in the Scheme and in compliance with Section 2(19AA) read with Section 2(41A) and other relevant provisions of the Income-tax Act, 1961 (“IT Act”) (as defined hereinafter) (“Demerger”)

• ii. Simultaneous, Amalgamation of RG with RCCL and the consequent issuance of equity shares by RCCL to all the shareholders of RG (other than itself) and dissolution of RG without winding up in the manner provided for in the Scheme and in compliance with Section 2(1B) other relevant provisions of the IT Act (as defined hereinafter) (“Amalgamation”) and consequential reduction and cancellation of the paid-up share capital of RCCL held by RG

• iii. Listing of the equity shares of RCCL on the Stock Exchanges (as defined hereinafter).

SEBI vide its circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 as amended, read with SEBI Master Circular – SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020 read with SEBI Master Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 (“SEBI

SEBI Registration : INM000011179 CIN No.: L67120MH1995PLC086241 ICICI Securities Limited Registered Office: ICICI Venture House Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400025, India Tel (91 22) 6807 7100 Fax (91 22) 6807 7801 Website Address: www.icicisecurities.com

297

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Circular”) prescribed requirements to be fulfilled by listed entities when they propose a Scheme of Arrangement. The SEBI Circular, inter alia, provides that in the event a listed entity enters into a scheme of arrangement with an unlisted entity, the listed entity shall disclose to its shareholder’s applicable information pertaining to the unlisted entity in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (“SEBI” ICDR Regulations”).

Further, the adequacy and accuracy of such disclosure of information pertaining to unlisted entity is required to be certified by a SEBI registered Merchant Banker. Accordingly, we have been provided with the abridged prospectus of RCCL (‘Abridged Prospectus’ ) as prepared by RCCL for inclusion of the same in the shareholder notice. The Abridged Prospectus will be circulated to the shareholders RL at the time of seeking their approval to the Scheme as a part of the explanatory statement to the notice.

Based on the information, documents, confirmation, representation, undertakings and certificates provided to us by RCCL and RL and as well discussions with their management, directors and officers, we confirm that the information contained in the Abridged Prospectus of RCCL is adequate and accurate in terms of the SEBI Circular read with SEBI Circular on Disclosures in the abridged prospectus dated February 4, 2022 and Part E of Schedule VI of the SEBI ICDR Regulations.

The above confirmation is based on the information and documents provided by RCCL and RL, explanations provided by the management of RCCL and RL and information available in public domain. Wherever required, appropriate representations from RCCL and RL have also been obtained. This certificate is based on such information and explanations as are received or provided till the date of this Certificate. We have relied on the financials, information and representations provided to us on an as is basis and have not carried out an audit or investigation of such information. Our scope of work does not constitute an audit or investigation for financial information and accordingly we do not express an opinion on the fairness of the financial information referred to in the Abridged Prospectus and have assumed that the same is complete and accurate in all material aspect on an as is basis. This Certificate is a specific purpose certificate issued in terms of and in compliance with the SEBI Circular and hence it should not be used for any other purpose or transaction. This certificate is not, nor should it be construed as our opining or certifying the compliance of the proposed Scheme of Arrangement with the provisions of any law including companies, taxation and capital market related laws or as regards any legal implications or issues arising thereon, in their respective jurisdiction, except for the purpose expressly mentioned herein. For the purpose of this certificate, we have made no investigation of, and assume no responsibility for the title to assets or liabilities against the companies. It is inappropriate to use this certificate for any purpose other than the purpose mentioned above. We are not responsible for the unauthorized use of this certificate. We shall not assume any responsibility to any third party to whom this certificate is disclosed or otherwise made available except expressly mentioned herein. In no event, we assume any responsibility to any third party to whom this certificate is disclosed or otherwise made available.

SEBI Registration : INM000011179 CIN No.: L67120MH1995PLC086241 ICICI Securities Limited Registered Office: ICICI Venture House Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400025, India Tel (91 22) 6807 7100 Fax (91 22) 6807 7801 Website Address: www.icicisecurities.com

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We express no opinion whatsoever and make no recommendation at all on the Company’s decision to affect the scheme or how the holders of equity shares and/or secured and/or unsecured creditors should vote at their respective meetings held in connection with the proposed Scheme. We do not and should not be deemed to have expressed any views on any terms of the Scheme or its success. We also express no opinion, and accordingly accept no responsibility for or as to the price at which the equity shares of RL will trade following the Scheme or as to the financial performance of RCCL and RL following the consummation of the Scheme. We express no opinion whatsoever and make no recommendations at all (and accordingly take no responsibility) as to whether shareholders / investors should buy, sell or hold any stake in RL or any of its related parties. We shall not be liable for any losses whether financial or otherwise or expenses arising directly or indirectly out of the use of or reliance on the information set out here in this certificate. In the ordinary course of business, ICICI Securities Limited and its affiliates are engaged in securities trading, securities brokerage and investment activities, as well as providing investment banking and investment advisory services. In the ordinary course of its trading, brokerage and financing activities, any member of the lClCl Securities Limited may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of customers, in debt or equity securities or senior loans of any company that may be involved in the transaction.

Yours faithfully, For ICICI Securities Limited

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Authorized Signatory Name: Rupesh Khant Designation: Vice President

SEBI Registration : INM000011179 CIN No.: L67120MH1995PLC086241 ICICI Securities Limited Registered Office: ICICI Venture House Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400025, India Tel (91 22) 6807 7100 Fax (91 22) 6807 7801 Website Address: www.icicisecurities.com

299

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314

ANNEXURE XI

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January 25, 2024

To

Board of Directors, Ray Global Consumer Trading Limited, Pokharan Road No 1, Jekegram, Near Cadbury Junction Thane - 400606

Dear Sir/Madam,

Sub: Due Diligence Certificate on the adequacy and accuracy of disclosure of information pertaining to Ray Global Consumer Trading Limited in the format of abridged prospectus in relation to the Composite Scheme of Arrangement between Raymond Limited (‘Demerged Company’ or ‘RL’) and Raymond Consumer Care Limited (“Transferee” or “RCCL”) and Ray Global Consumer Trading Limited (“Transferor” or “RG”) and their respective shareholders under Section 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 (“Scheme” or “Scheme of Arrangement”)

This is with reference to our engagement letter dated June 5, 2023 entered with Raymond Limited (‘Demerged Company’ or ‘RL’) for certifying the adequacy and accuracy of disclosure of information pertaining to Ray Global Consumer Trading Limited (“Transferor” or “RG”) in the abridged prospectus prepared by RG and included in the notice to the shareholders of RL for seeking their approval for the Scheme. The Scheme, inter alia, provides for:

• i. Demerger of lifestyle business carried on by RL through itself and its related subsidiaries along with its strategic investment in RG (“Lifestyle Business Undertaking”) (as defined hereinafter), into RCCL and the consequent issuance of equity shares by RCCL to all the shareholders of RL in the manner provided for in the Scheme and in compliance with Section 2(19AA) read with Section 2(41A) and other relevant provisions of the Income-tax Act, 1961 (“IT Act”) (as defined hereinafter) (“Demerger”)

• ii. Simultaneous, Amalgamation of RG with RCCL and the consequent issuance of equity shares by RCCL to all the shareholders of RG (other than itself) and dissolution of RG without winding up in the manner provided for in the Scheme and in compliance with Section 2(1B) other relevant provisions of the IT Act (as defined hereinafter) (“Amalgamation”) and consequential reduction and cancellation of the paid-up share capital of RCCL held by RG

• iii. Listing of the equity shares of RCCL on the Stock Exchanges (as defined hereinafter).

SEBI vide its circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 as amended, read with SEBI Master Circular – SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020 read with SEBI Master Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 (“SEBI

SEBI Registration : INM000011179 CIN No.: L67120MH1995PLC086241

ICICI Securities Limited Registered Office: ICICI Venture House Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400025, India Tel (91 22) 6807 7100 Fax (91 22) 6807 7801

Website Address: www.icicisecurities.com

315

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Circular”) prescribed requirements to be fulfilled by listed entities when they propose a Scheme of Arrangement. The SEBI Circular, inter alia, provides that in the event a listed entity enters into a scheme of arrangement with an unlisted entity, the listed entity shall disclose to its shareholder’s applicable information pertaining to the unlisted entity in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (“SEBI” ICDR Regulations”).

Further, the adequacy and accuracy of such disclosure of information pertaining to unlisted entity is required to be certified by a SEBI registered Merchant Banker. Accordingly, we have been provided with the abridged prospectus of RG (‘Abridged Prospectus’ ) as prepared by RG for inclusion of the same in the shareholder notice. The Abridged Prospectus will be circulated to the shareholders RL at the time of seeking their approval to the Scheme as a part of the explanatory statement to the notice.

Based on the information, documents, confirmation, representation, undertakings and certificates provided to us by RG and RL and as well discussions with their management, directors and officers, we confirm that the information contained in the Abridged Prospectus of RG is adequate and accurate in terms of the SEBI Circular read with SEBI Circular on Disclosures in the abridged prospectus dated February 4, 2022 and Part E of Schedule VI of the SEBI ICDR Regulations.

The above confirmation is based on the information and documents provided by RG and RL, explanations provided by the management of RG and RL and information available in public domain. Wherever required, appropriate representations from RG and RL have also been obtained. This certificate is based on such information and explanations as are received or provided till the date of this Certificate. We have relied on the financials, information and representations provided to us on an as is basis and have not carried out an audit or investigation of such information. Our scope of work does not constitute an audit or investigation for financial information and accordingly we do not express an opinion on the fairness of the financial information referred to in the Abridged Prospectus and have assumed that the same is complete and accurate in all material aspect on an as is basis. This Certificate is a specific purpose certificate issued in terms of and in compliance with the SEBI Circular and hence it should not be used for any other purpose or transaction. This certificate is not, nor should it be construed as our opining or certifying the compliance of the proposed Scheme of Arrangement with the provisions of any law including companies, taxation and capital market related laws or as regards any legal implications or issues arising thereon, in their respective jurisdiction, except for the purpose expressly mentioned herein. For the purpose of this certificate, we have made no investigation of, and assume no responsibility for the title to assets or liabilities against the companies. It is inappropriate to use this certificate for any purpose other than the purpose mentioned above. We are not responsible for the unauthorized use of this certificate. We shall not assume any responsibility to any third party to whom this certificate is disclosed or otherwise made available except expressly mentioned herein. In no event, we assume any responsibility to any third party to whom this certificate is disclosed or otherwise made available.

SEBI Registration : INM000011179 CIN No.: L67120MH1995PLC086241 ICICI Securities Limited Registered Office: ICICI Venture House Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400025, India Tel (91 22) 6807 7100 Fax (91 22) 6807 7801 Website Address: www.icicisecurities.com

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We express no opinion whatsoever and make no recommendation at all on the Company’s decision to affect the scheme or how the holders of equity shares and/or secured and/or unsecured creditors should vote at their respective meetings held in connection with the proposed Scheme. We do not and should not be deemed to have expressed any views on any terms of the Scheme or its success. We also express no opinion, and accordingly accept no responsibility for or as to the price at which the equity shares of RL will trade following the Scheme or as to the financial performance of RG and RL following the consummation of the Scheme. We express no opinion whatsoever and make no recommendations at all (and accordingly take no responsibility) as to whether shareholders / investors should buy, sell or hold any stake in RL or any of its related parties. We shall not be liable for any losses whether financial or otherwise or expenses arising directly or indirectly out of the use of or reliance on the information set out here in this certificate. In the ordinary course of business, ICICI Securities Limited and its affiliates are engaged in securities trading, securities brokerage and investment activities, as well as providing investment banking and investment advisory services. In the ordinary course of its trading, brokerage and financing activities, any member of the ICICI Securities Limited may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of customers, in debt or equity securities or senior loans of any company that may be involved in the transaction.

Yours faithfully, For ICICI Securities Limited

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Authorized Signatory Name: Rupesh Khant Designation: Vice President

SEBI Registration : INM000011179 CIN No.: L67120MH1995PLC086241 ICICI Securities Limited Registered Office: ICICI Venture House Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400025, India Tel (91 22) 6807 7100 Fax (91 22) 6807 7801 Website Address: www.icicisecurities.com

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332

ANNEXURE XII

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ANNEXURE XIII

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Ref: NSE/LIST/35589_I

December 01, 2023

The Company Secretary Raymond Limited Jekegram, Pokhran Road no. 1 Thane (W) - 400606

Kind Attn.: Mr. Rakesh Darji

Dear Sir,

Sub: Observation Letter for draft Composite Scheme of Arrangement between Raymond Limited (Demerged Company), Raymond Consumer Care Limited (Resulting/ Transferee Company) and Ray Global Consumer Trading Limited (Transferor Company) and their respective shareholders.

We are in receipt for draft Composite Scheme of Arrangement between Raymond Limited (Demerged Company), Raymond Consumer Care Limited (Resulting/ Transferee Company) and Ray Global Consumer Trading Limited (Transferor Company) and their respective shareholders (under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder) vide application dated May 12, 2023.

Based on our letter reference no. NSE/LIST/35589 dated July 31, 2023, submitted to SEBI pursuant to SEBI Master circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/665 dated November 23, 2021 and November 17, 2022 along with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 issued on June 20, 2023 read with Regulation 37, 59A, 94(2) and 94A(2) of SEBI (LODR) Regulations 2015, SEBI vide its letter dated November 24, 2023, has inter alia given the following comment(s) on the draft scheme of arrangement:

1. Comments in accordance with Regulation 37(1) of SEBI Master circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/665 dated November 23, 2021:

• a) The Company shall ensure that the proposed composite scheme of Amalgamation and Arrangement shall be in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• b) The Company shall ensure to disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters, and directors, before Hon'ble NCLT and shareholders, while seeking approval of the Scheme.

• c) The Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchanges, from the date of receipt of this letter, is displayed on the websites of the listed Companies and the Stock Exchanges.

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337

Continuation Sheet

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• d) The Company shall ensure that no changes to the draft scheme subsequent to filing the draft scheme with SEBI by the Stock Exchanges, except those mandated by the regulators/authorities/ tribunals.

• e) The entities involved in the scheme shall ensure compliance with various provision of SEBI master circular dated November 23, 2021.

• f) The Company shall ensure that information pertaining to all the unlisted Companies involved, if any, in the scheme, shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.

• g) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.

• h) The Company shall disclose the following as a part of the explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the Company to the shareholders while seeking approval under sectional 230 to 232 of the Companies Act, 2023, so that the public shareholders can make a uniformed decision:

• Need for the demerger and merger, rational of scheme, synergies of business of the entities involved in the scheme, impact of the scheme on shareholders and cost benefit analysis of the scheme.

• Value of asset and liabilities of Demerged Undertaking and RGCTL that are being transferred to RL and post-merger balance sheet of RL.

• Impact of scheme on revenue generation capacity of RL

• Brief details of Business Transfer Agreement between RCCL and Godrej Consumer Products Limited.

• Details of previous scheme of arrangement filed, observations of SEBI and reasons for withdrawing scheme.

• Impact of ongoing dispute between promoters of RL on the scheme and future prospects of RL and RCCL.

• i) The Company shall ensure that the details of proposed scheme under consideration as provided by the Company to the Stock Exchanges shall be prominently disclosed in the notice sent to the shareholders.

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338

Continuation Sheet

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• j) The shall mandatorily be in demat form only.

• k) The complying with the relevant clauses mentioned in the scheme document.

• l) The Company shall ensure that no changes to the draft scheme except those mandated by the regulators/authorities/ tribunals shall be made without specific written consent of SEBI.

• m) The Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the Company is obliged to bring the observations to the notice of NCLT.

• n) The Company shall comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed Scheme.

• o) It is to be noted that the petitions are filed by the Company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ Stock Exchange. Hence, the Company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observations/ representations.

2. Comments in accordance with Regulation 59A(1) of SEBI Master circular no. SEBI/HO/DDHS//DDHS_Div1/P/CIR/2022/103 dated July 29, 2022

• a) The entities involved shall not provide any misstatement or furnish false information with regard to disclosures to be made in the draft scheme of amalgamation as per provisions of Chapter Xll of the Operational Circular ref. no. SEBUHO/DDHS/DDHS_Div1/P/ClR/2022/0000000103 dated July 29, 2022.

• b) The Company shall include information pertaining to the unlisted entity in the format specified for abridged prospectus as provided in Part B of Schedule I of the SEBI (Issue and Listing of NonConvertible Securities) Regulations, 2021, in the notice or proposal to be sent to the holders of NCDs/ NCRPS while seeking approval for the scheme. The accuracy and adequacy of such disclosures shall be certified by the SEBI registered merchant banker after following the due diligence process.

• c) The entities involved in the proposed scheme shall ensure that the proposed scheme shall comply with the relevant provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Covenants of the Debenture Trust Deeds entered with the Debenture Trustee(s) any other relevant regulations and circulars.

• With reference to the ongoing dispute between the promoters of the company:

• It is noted that the Company vide its email dated November 25, 2023 has inter alia stated that the current events happened at the promoter level will not have any impact or bearing on the composite scheme of arrangement filed by the Company.

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339

Continuation Sheet

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• It is further noted that the Company has submitted corporate announcement dated December 01, 2023 forwarding communication received from the Independent Directors (IDs) of the Company wherein, the IDs are alert to ensure that the ongoing matrimonial disputes between the two promoter directors do not in any manner affect the capacity of the Chairman & Managing Director to manage the affairs and business of the Company. The IDs shall continue to exercise utmost vigilance in watching the evolving situation and shall not hesitate to proactively initiate measures, the moment required, to protect the interests of all stakeholders. The Independent Directors have further stated that any material development or remedial measures which impacts the Company shall be forthwith communicated in a spirit of complete transparency.

• The Company shall disclose the No Objection letter of the Stock Exchanges (s) on its website within 24 hours of receiving the same.

Please note that the submission of documents/information, in accordance with the Circular to SEBI and National Stock Exchange of India (NSE), should not in any way be deemed or construed that the same has been cleared or approved by SEBI and NSE. SEBI and NSE does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

Based on the draft scheme and other documents submitted by the Company, including undertaking 37 and 59A of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

December 01, 2023, within which the Scheme shall be submitted to NCLT.

Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37 of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Dipti Chinchkhede Senior Manager

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340

ANNEXURE XIV

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Date: 22 July 2023

To, The General Manager, Department of Corporate Services, BSE Limited, P.J. Towers, Dalal Street, Mumbai – 400 001, India.

Dear Sir,

• Sub: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between Raymond Limited (‘RL’ or the ‘Demerged Company’) and Raymond Consumer Care Limited (‘RCCL’ or the ‘Resulting Company’ or the ‘Transferee Company’) and Ray Global Consumer Trading Limited (‘RG’ or the ‘Transferor Company’) and their respective shareholders under section 230 to 232 read with section 66 and other applicable provisions of the Companies Act, 2013 (‘Scheme’)

Dear Sir/ Madam,

We refer to the aforementioned application which was uploaded on the BSE Listing Centre on 12 May 2023 and which was published on the BSE website on 30 June 2023 for the general public.

In terms of Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and SEBI Master Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20 June 2023 and SEBI/HO/CFD/DIL1/CIR/P/2021/000665 dated 23 November 2021 (‘SEBI Master Circular’), please find enclosed the Complaint Report in the format specified in the SEBI Master Circular for the period 30 June 2023 till 21 July 2023.

The Report on Complaints is also being uploaded on the website of the Company, i.e., https://www.raymond.in/investor as per the requirement of the said SEBI Master Circular.

For Raymond Limited

Rakesh Darji Company Secretary

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Report on Complaints Period of Complaints Report: 30 June 2023 to 21 July 2023

Part A

Sr.	Particulars	Number
No.
1.	Number of complaints received directly	Nil
2.	Number of complaints forwarded by Stock Exchanges/ SEBI	Nil
3.	Total Number of complaints/comments received (1+2)	Nil
4.	Number of complaints resolved	NA
5.	Number of complaints pending	NA

Part B

Sr.	Name of complainant	Date of complaint	Status
No.			(Resolved/Pending)
		Not Applicable

For Raymond Limited

Rakesh Darji Company Secretary

342

ANNEXURE XV

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July 15, 2023

To, Manager - Listing Compliance National Stock Exchange of India Limited ‘Exchange Plaza’. C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400051

Dear Sir,

• Sub: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between Raymond Limited (‘RL’ or the ‘Demerged Company’) and Raymond Consumer Care Limited (‘RCCL’ or the ‘Resulting Company’ or the ‘Transferee Company’) and Ray Global Consumer Trading Limited (‘RG’ or the ‘Transferor Company’) and their respective shareholders under section 230 to 232 read with section 66 and other applicable provisions of the Companies Act, 2013 (‘Scheme’)

Dear Sir/ Madam,

We refer to the aforementioned application which was uploaded on the NSE Listing Centre on May 12, 2023 and which was published on the NSE website on June 23, 2023 for the general public.

In terms of Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and SEBI Master Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20 June 2023 and SEBI/HO/CFD/DIL1/CIR/P/2021/000665 dated 23 November 2021 (‘SEBI Master Circular’), please find enclosed the Complaint Report in the format specified in the SEBI Master Circular for the period June 23, 2023 till July 14, 2023.

The report on Complaints is also being uploaded on the website of the Company, i.e., https://www.raymond.in/investor as per the requirement of the said SEBI Master Circular.

For Raymond Limited

Rakesh Darji Company Secretary

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Report on Complaints

Period of Complaints Report: June 23, 2023 to July 14, 2023

Part A

Sr.	Particulars	Number
No.
1.	Number of complaints received directly	Nil
2.	Number of complaints forwarded by Stock Exchange	Nil
3.	Total Number of complaints/comments received (1+2)	Nil
4.	Number of complaints resolved	NA
5.	Number of complaints pending	NA

Part B

Sr.	Name of complainant	Date of complaint	Status
No.			(Resolved/Pending)
1.		Not Applicable
2.

For Raymond Limited

Rakesh Darji Company Secretary

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July 15, 2023

To, Manager - Listing Compliance National Stock Exchange of India Limited ‘Exchange Plaza’. C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400051

Dear Sir,

• Sub: Application under Regulation 59A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between Raymond Limited (‘RL’ or the ‘Demerged Company’) and Raymond Consumer Care Limited (‘RCCL’ or the ‘Resulting Company’ or the ‘Transferee Company’) and Ray Global Consumer Trading Limited (‘RG’ or the ‘Transferor Company’) and their respective shareholders under section 230 to 232 read with section 66 and other applicable provisions of the Companies Act, 2013 (‘Scheme’)

Dear Sir/ Madam,

We refer to the aforementioned application which was uploaded on the NSE Listing Centre on May 12, 2023 and which was published on the NSE website on June 23, 2023 for the general public.

In terms of Regulation 59A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and SEBI Circular No. SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/0000000103 dated 29 July 2022 and updated as on 01 December 2022 (‘SEBI Circular’), please find enclosed the Complaint Report in the format specified in the SEBI Circular for the period June 23, 2023 till July 14, 2023.

The Report on Complaints is also being uploaded on the website of the Company, i.e., https://www.raymond.in/investor as per the requirement of the said SEBI Circular.

For Raymond Limited

Rakesh Darji Company Secretary

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Report on Complaints

Period of Complaints Report: June 23, 2023 to July 14, 2023

Part A

Sr.	Particulars	Number
No.
1.	Number of complaints received directly	Nil
2.	Number of complaints forwarded by Stock Exchange(s)/ SEBI	Nil
3.	Total Number of complaints/comments received (1+2)	Nil
4.	Number of complaints resolved	NA
5.	Number of complaints pending	NA

Part B

Sr.	Name of complainant	Date of complaint	Status
No.			(Resolved/Pending)
1.		Not Applicable
2.

For Raymond Limited

Rakesh Darji Company Secretary

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ANNEXURE XVI

Details of ongoing adjudication, recovery proceedings, prosecutions initiated and all other enforcement action taken, if any against Raymond Limited (“the Company), its promoters and directors.

1. A criminal miscellaneous application was filed on January 9, 2020 by Sunita @ Lata Suresh Bhuyal the family member of Y.R. Tarvi before the Sessions Court, Thane against Raymond Limited, its Directors, Company Secretary and Chief Financial Officer under the Indian Penal Code, 1860 and the Scheduled Caste and Scheduled Tribes (Prevention of Atrocities) Act, 1989 (“ SC & ST Act ”) for alleged encroachment of the lands admeasuring 11.78 acres at Thane. An investigation order dated March 21, 2020 was issued under Section 156 of the Code of Criminal Procedure, 1973 by the Sessions Court, Thane. Raymond Limited filed an application under Section 482 of the Code of Criminal Procedure, 1973 before the High Court of Bombay on September 21, 2020 for quashing the investigation order passed under the criminal miscellaneous application. The High Court of Bombay issued a stay order on the said investigation order on October 12, 2020. The application filed before the High Court of Bombay is currently pending.

2. An FIR was lodged against some employees of Raymond Limited and Gautam Hari Singhania, one of the directors of Raymond Limited on March 20, 2020 at the Manak Nagar Police Station, Lucknow under Section 147 and Section 420 of the Indian Penal Code, 1860. Two quash petitions were filed before the High Court of Bombay. The first Writ Petition (for respondents residing in Maharashtra) was filed on August 23, 2020 and an ad-interim stay against the said FIR was passed by way of order dated August 25, 2020. The Second Writ Petition (for respondents residing outside Maharashtra) was filed on September 2, 2020 and an ad- interim order dated September 4, 2020 was passed which stayed the said FIR. The matter is currently pending.

3. Revenue Case No. 271/B-103/2014-15 / Collector Of Stamps: Collector of Stamps issued Notice for Non-Payment of Stamp Duty of over Rs. 2.5 Crores in respect of Indenture of Mortgage executed on 14.07.2014 and registered at Jalgaon, since properties mentioned in Schedule were situated at Madhya Pradesh . The same was duly replied by Raymond. The matter is posted for orders.

4. Complaint bearing no. SCC 1212/2022 was filed by the Inspector of Legal Metrology before the Judicial Magistrate First Class Ratnagiri against the directors of Raymond Limited including Gautam Hari Singhania and Nawaz Modi Singhania, for non-compliance under Section 18-1 of the Legal Metrology Act, 2009 read with Rule 6(1) (e) of the Legal Metrology (Packaged Commodities) Rules, 2011. Matter is pending for steps

5. A writ petition was filed by Raymond Limited before the High Court of Madhya Pradesh on July 30, 2014 challenging the legality, validity and propriety of the order passed by the Energy Division of State of Madhya Pradesh on May 13, 2014 imposing an electric duty of ₹28.55 million on Raymond Limited under the provisions of Madhya Pradesh Electric Duty Act, 2012. The writ petition also challenged the validity of the Schedule as well as Section 3(3) of the Madhya Pradesh Electric Duty Act, 2012 on the ground that the same is discriminatory and arbitrary in nature. This matter is currently pending.

6. A demand notice was issued by the Water Department, Madhya Pradesh to Raymond Limited on August 2, 2004 to deposit water tax amounting to ₹ 3.96 million. Pursuant to which, Raymond Limited filed a writ petition before the High Court of Madhya Pradesh at Jabalpur on September 14, 2004 against the State of Madhya Pradesh and others. An interim stay was granted by the High Court of Madhya Pradesh at Jabalpur, on October 13, 2004 restraining the Water Department, Madhya Pradesh from taking coercive steps provided that Raymond Limited furnished a bank guarantee for a sum of ₹4 million. A bank guarantee was provided by Raymond Limited and is valid and subsisting as on date. This matter is currently pending.

7. A notice was issued by the Legal Metrology Department against all directors of Raymond Limited on November 21, 2021 by the Karkardooma Court at New Delhi for non-compliance under Section 18(1), and 36(1), of the Legal Metrology Act, 2009. This matter is currently pending.

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1. Thane property dispute with Mr. Tarvi (as set out in the sheet below)

2. Dharmrajya Kamgar Karmchari Sangh, Sudhir Gangadhar Ranade and Sarva Shramik Sangh filed public interest litigations against Raymond Limited before the Bombay High Court on April 20, 2016, December 12, 2015 and February 25, 2016 respectively. A civil writ petition filed by Pratap Sarnik against Raymond Limited before the Bombay High Court was converted into a public interest litigation on September 24, 2010. The public interest litigations were filed to restrict the development of the land situated at Thane for industrial purposes only and declare that the said land forms a part of the exemption order passed on June 30, 1983 under Section 20 of the Urban Land (Ceiling and Regulation) Act, 1976 (“ ULC Act ”). The High Court of Bombay is yet to hear and admit the public interest litigations. These matters are currently pending.

3. An application was filed on December 12, 2000 to accurately determine the stamp duty applicable on the transfer of cement plant at Gopal Nagar by Raymond Limited to Lafarge India Limited in 1999 and a consolidated report for valuation was prepared, according to which a stamp duty of ₹ 37.4 million was payable. The stamp duty and registration charges were paid and a deed of conveyance was executed. A revision application was filed by the State of Chhattisgarh on March 22, 2001, for setting aside the adjudication. The revision petition filed by the State of Chhattisgarh was allowed and an order was passed on July 9, 2021 directing Raymond Limited to pay approximately ₹1960 million within a period of 90 days towards short payment of stamp duty. A writ appeal was filed by Raymond Limited against the order passed by the Board of Revenue before the High Court of Chhattisgarh at Bilaspur on September 20, 2021. The said order was stayed subject to the deposit of approximately ₹150 million and an application was filed by Raymond Limited to submit a bank guarantee instead of making a deposit of ₹150 million in cash. This matter is currently pending.

4. Three duplex flats in J.K. House Building were leased by Raymond Limited to Pashmina Holdings Limited on March 28, 1994 and further sub-leased to Veenadevi Singhania (along with Anant Singhania), Akshaypat Singhania and Vijaypat Singhania on April 28, 1994. Three separate tripartite agreements were executed on November 6, 2007 between Raymond Limited, Pashmina Holdings Limited, and the three individuals, in relation to the re-development of the old J.K. House Building, which envisaged making an offer for sale, on receipt of occupation certificate, to all sub-lessees for similar sized apartments in the new building. Notices were sent by the three individuals expressing their interest in purchasing the said flats on November 21, 2016 and on January 13, 2017. Three commercial arbitration petitions were filed before the High Court of Bombay on April 11, 2017 and the matters were referred to an Arbitral Tribunal. Statements of Claim were filed on April 5, 2018 praying for specific performance of the Tripartite Agreement and in the alternative to specific performance, damages and other reliefs were sought. Off the 3 petitions, Awards were passed in favor of the Company in 2 petitions. The 3rd petition is pending. The 2 claimants, Veenadevi Singhania and Akshaypat Singhania have preferred appeals & application U/s. 34 & 9 of Arbitration Act, 1996 challenging the Arbitral Tribunal award & for directions respectively.

5. A suit was filed before the High Court of Bombay, by Raivathari Singhania and 3 others (all four being the grandchildren of Vijaypat Singhania) against their father Madhupati Singhania (being Vijaypat Singhania’s son), his wife, Vijaypat Singhania and Raymond Limited for setting aside among others, family settlement which was executed on December 30, 1998. After two stages of judicial determination, on December 5, 2016, the parties filed consent minutes in a notice of motion wherein Vijaypat Singhania agreed among other things to maintain status quo on certain assets owned by him. Thereafter preliminary issues as whether the suit filed by the plaintiffs or any of it is barred by law of limitation were framed. This matter is currently pending.

6. Raymond Limited has filed 9 complaints and appeals against various persons under Section 138 of the Negotiable Instruments Act, 1881, in relation to dishonour of cheques and recovery of dues. The matters are pending at different stages of adjudication before various fora.

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1. A criminal application was filed by Raymond Limited against Vishal Patel before the Chief Judicial Magistrate, Ratnagiri on March 15, 2017 under Section 499 and Section 500 of the Indian Penal Code, 1860, for publishing defamatory statements in a newspaper on March 2, 2017, captioned as ‘Open Letter from Minority shareholders of Raymond Limited’ with highly defamatory imputations against Raymond Limited and its management. Trial has begun before the magistrate court-Ratnagiri. The Chief Judicial Magistrate, Ratnagiri issued an order for process of summons on April 3, 2017 and Vishal Patel appeared before the Chief Judicial Magistrate, Ratnagiri. A revision application was filed by Vishal Patel on July 26, 2017 before the District and Sessions Judge, Ratnagiri, challenging the order of process issued by the Chief Judicial Magistrate, Ratnagiri. The revision application filed by Vishal Patel, was dismissed in favour of Raymond Limited on December 6, 2018 and a criminal revision application No.1492 of 2019 was filed by Vishal Patel before the High Court of Bombay. This matter is currently pending.

2. An injunction application was filed by Raymond Limited on June 1 2015, before the Judicial Magistrate of First Class, Sausar to prevent certain workmen from indulging in illegal activities like protests and gheraos within a radius of 100 meters of the factory premises at Borgaon, Sausar, Silwada, Madhya Pradesh. The Judicial Magistrate of First Class, Sausar granted a temporary injunction on June 2, 2015, refraining the workmen from indulging in any illegal activities within a radius of 100 meters of the factory premises and a permanent injunction was granted on October 28, 2021. A contempt application was filed by Raymond Limited before the Judicial Magistrate of First Class, Sausar on December 23, 2016 against the violation of court order issued against the workers of Raymond Limited, refraining them from indulging into any illegal activities within a radius of 100 meters of the factory premises. This matter is currently pending.

3. An FIR was lodged and a criminal complaint was filed by Raymond Limited against Pramod Sahare, an ex- employee of Raymond Limited before the Judicial Magistrate of First Class, Sausar on 29 April, 2015 for misbehavior with the erstwhile works director of Raymond Limited at Brahman Pipla. This matter is currently pending.

4. A defamation suit was filed by Raymond Limited on 19 February, 2018 before the Judicial Magistrate of First Class, Sausar against Umashankar Tembre, an ex-employee of Raymond Limited and a few others, who formed a part of the Samiti which published defamatory statements against Raymond Limited stating the management and the officers to be corrupt, and dishonest. This matter is currently pending.

5. A complaint was filed by Raymond Limited against Anant Singhania and Akshay Singhania under Section 452 of Companies Act, 2013 before the Additional Chief Metropolitan Magistrate Court at Ballard Pier on September 19, 2019 for eviction of Anant Singhania and Akshaypat Singhania for illegally occupying the First Floor premises at New Hind House, Ballard Estate, Mumbai. Anant Singhania and Akshaypat Singhania filed two revision applications on March 9, 2021 and April 22, 2021 respectively before the Sessions court, Mumbai for challenging the process issuance order which was allowed vide order dated September 9, 2021 and the matter was remanded to the Magistrates Court. Petitions under Section 482 were filed against the said orders by Raymond Limited on October 1, 2021 before the High Court of Bombay. The Hon'ble High Court after hearing the submissions in the matter at length was pleased to allow the said Interim Applications. This matters are currently pending.

6. Raymond filed a writ petition dated March 12, 2021 before the High Court of Bombay challenging the order of the City Civil Court, Bombay dated February 17, 2021. New Sarnath CHS (a co-operative housing society) filed a suit on May 31, 2004 in Bombay High Court against Raymond Limited and Gautam Hari Singhania, among others, seeking relief for enforcement of statutory obligations on the part of Raymond under the provisions of MOFA Act 1963 i.e execute deed of conveyance in favour of New Sarnath CHS and their entitlement for using the common terrace and recreational space / garden. New Sarnath CHS has also filed a Chamber Summons with the City Civil Court, Bombay on July, 2016 for carrying out amendments to its suit, which was partly allowed vide order dated February 17, 2021. New Sarnath has served the company a copy of amended plaint, however, amendment was not carried out within the

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statutory stipulated time; court permission was not taken before delayed filing and also incorrect amendment was carried out relating to portion which were not allowed. The Hon’ble Court has disallowed the incorrect amendments and it is posted for filing additional written statement.

1. A tender was floated by National Textile Corporation on May 2, 1988 for the sale of New Hind House, NM Marg, Ballard Estate, Thane. A bid and security deposit was placed by Raymond Limited. Raymond Limited’s application was rejected; however, the security deposit was not returned. Since, the deposit was not returned and the relevant actions were not initiated to undertake the sale of the aforementioned property, the Company filed a suit for specific performance before the High Court of Bombay. The High Court of Bombay passed an order on August 19, 1989 directing that the eviction proceedings against Raymond Limited may continue but the orders for eviction shall not be implemented until further orders. The Estate Officer, National Textile Corporation commenced eviction proceedings against Raymond Limited in 1989 in respect of the ground and first floors of the said premises and passed an order on February 13, 2006 directing Raymond Limited to vacate the said premises. An appeal was filed by Raymond Limited before the City Civil Court at Bombay challenging the order passed by the Estate Officer, however the order passed by the Estate Officer was upheld on February 7, 2009 by the City Civil Court at Bombay. Pursuant to which, Raymond Limited filed a writ appeal before the High Court of Bombay on June 10, 2009 and the High Court of Bombay passed an order dated July 15, 2009 stating that no interim reliefs were required as National Textile Corporation was directed to not evict Raymond Limited vide an order dated August 19, 1989. This matter is currently pending.

2. 12 consumer cases have been filed by customers against the company alleging deficiencies in product and services. The aggregate claims amount to Rs. 5 lakh.

3. 83 matters have been filed by various workmen from Thane, Vapi Jalgaon and Chindwara for various releifs including reinstatement, backwages, statutory dues, other dues, before the Labour courts, Industrial courts and the High Courts.

4. A complaint was filed against Vijaypat Singhania and Gautam Hari Singhania under section 51, 52A, 63A, 63B of Copyright Act and 406 and 420 of Indian Penal Code by Bharati Bhogilal Patel, alleging patent infringement on one of the machines used for production by the then files business of Raymond Limited. The Metropolitan Magistrate’s 10[th] court at Andheri, Mumbai by way of its order dated November 23, 2010, ordered investigation. Pursuant to quash petition filed by both parties, High Court of Bombay by way of its order dated July 12, 2021 ordered stay on the order of the Metropolitan Magistrate’s court. The complainant’s patent registration was rectified and removed from the Patent register, the complaint was rendered infructuous.

5. Vijaypat Singhania filed an application on November 24, 2017 with the Maintenance Tribunal, under section 23 of Maintenance and Welfare Senior Citizen and Parents Act, 2007 stating that gift of equity shares of J.K. Investors (Bombay) Limited and Smart Investment Private Limited (presently known as Smart Advisory and Finserve Private Limited) by him to Gautam Hari Singhania was conditional and hence, be revoked. The Tribunal by way of its order dated June 26, 2018, rejected the application pursuant to which Vijaypat Singhania preferred an appeal with the appellate authority and the appellate authority by way of its order dated March 20, 2019 upheld the order of the Tribunal. Vijaypat Singhania has filed a writ petition on February 26, 2020 before the High Court of Bombay challenging this order by the appellate authority. The matter is currently pending.

6. A writ petition was filed by Vijaypat Singhania against the Assistant Charity Commissioner and Gautam Hari Singhania and other Trustees of Smt. Sulohanadevi Singhania School Trust, before the High Court of Bombay, to set aside among others, order dated September 10, 2018 passed by the Assistant Charity Commissioner on an application filed under Section 50 (A)(3) of the Mumbai Public Trust Act, 1950 appointing two additional trustees of the said Trust; the decisions taken in the subsequent meeting held by the trustee under which among others, Gautam Hari Singhania was appointed as the chairman of the Trust. No interim reliefs have been passed pursuant to the said writ petition and the matter is currently pending.

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1. A complaint was filed by Gautam Hari Singhania, through his constituted attorney Chandrakant Gupta against P.R. Jain inter alia under Section 416 and 420 of the Indian Penal Code, 1860, before the Metropolitan Magistrate, Ballard Pier in July, 2018. Gautam Hari Singhania through his constituted attorney Chandrakant Gupta alleged that P.R. Jain wrongfully appeared on behalf of Vijaypat Singhania, and had represented to have been authorized by Vijaypat Singhania, although there was no power of attorney to that effect. This matter is currently pending.

2. As on 24[th] January, 2024 there are 9 complaints filed by purchasers of residences in the realty projects under construction by Raymond’s realty division before RERA and the consumer courts for refund of booking amounts aggregating Rs. 42.37 lakhs plus applicable interest. The Company has filed 5 complaints for cancellation of agreement for sale.

28. Income Tax

• i. Raymond Limited has ongoing disputes with Income Tax Authorities relating to tax treatment of certain items. These mainly include disallowance of expenses and tax treatment of certain expenses claimed by Raymond Ltd as deduction.

• ii. Most of these disputes and / or disallowances, being repetitive in nature, have been raised by the Income Tax Authorities consistently in most of the year.

• iii. As on 24th January, 2024 there are matters and / or disputes pending in appeal amounting to Rs. 53.28 crore (March 31,2023: Rs. 53.28 crore, Refer page 219 of audited accounts)

• iv. The details of significant issues are as under:

• a. Disallowances related to expenses incurred with respect to commission paid to selling agents. (Tax impact of approx. Rs. 12.52 crore)

• b. Disallowances related to expenditure incurred with respect to certain House Properties. (Tax impact of approx. Rs. 10.89 crore)

• c. Disallowances related to expenditure incurred in earning exempt income u/s 14A of the Income Tax Act. (Tax impact of approx. Rs. 6.80 crore)

• v. Raymond Ltd expects to sustain its position on ultimate resolution of the said appeals.

29. Indirect Tax:

Name of the statute	Gross Amount (in lakhs)	Amount paid under Protest (in lakhs)	Period to which the amount relates	Forum where dispute is pending	Remarks
Central Sales Tax Act and Local Sales Tax	17.57	11.27	FY 1999-00	Supreme Court	Entry Tax Dispute on HSD levied on its high taxability (State MP)
	57.81	45.88	FY 1995-97	High Court	Entry / Purchase Tax on coal from un- registered dealers (State Chattisgarh)

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Name of the statute	Gross Amount (in lakhs)	Amount paid under Protest (in lakhs)	Period to which the amount relates	Forum where dispute is pending	Remarks
	248.88	71.11	FY 1996-97, 1999-00, 2008-11, 2012-13	Tribunal	Statutory forms pendings including interest and penalty / Discounts issues (State Maharashtra & WB)
	689.97	157.83	FY 1985-86, 1989-90, 1992-00,. 2002-06, 2007-09, 2014-18	Commissioner	Various States- Statutory forms pendings including interest and penalty in CST & Goods returns / Credit note issues in VAT Regime.
Goods and Services Tax Act	36.99	29.18	FY 2020-21	Appellate Authority, State Tax, Raipur (C.G.)	GST Credit mismatch (State Chattisgarh)
	144.54	13.14	FY 2017-18	Additional commissioner, UP	GST Credit mismatch / tax reconciliations (State UP)
	1875.62	56.71	FY 2018-19	DC Commercial Taxes, Karnataka (RAL)	Sales returns, ineligible ITC, GST Credit mismatches etc (State Karnataka-RAL)
	74.63	3.67	FY 2017-18	Appellate Authority, State Punjab	ITC Mismatch, GSTR1 & 3B mismatches (State Punjab-RAL)
Total	3146.01	388.79

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1. Please find below a list of other matters filed against the Company, its promoters and directors:

Sr. No.	Court/ Tribunal/ Authority	Parties	Brief summary of case	Current status	Against (Company / Promoter/ Director)
1	Suit 542 of 2014 High Court Bombay	Dhanasingh vs Raymond Ltd.	Raymond Limited had filed its written statements in Suit No. 4517 of 2013 and subsequently, filed a counter claim against the Vendor in the High Court of Mumbai for Rs.1.08 Crores.	For Admission	Raymond Limited
2	Civil Suit No. 20- B/2012 City Civil Court Indore	M/s. Gagan Gases Ltd. v/S Raymond Limited	On 11.12.2008, Raymond had placed an order with the plaintiff for supply of 208 Litres Drum of Mobil Oil at its factory located at Chhindwara. On 23-01-2009 the order was received in damaged condition. Quality check of the oil was done before the plaintiff’s representative and not found to be satisfactory, and quality was not fit for use by the Raymond. The plaintiff did not take possession of the said drum back from the transporter's godown and filed a suit for recovery of Rs. 3,43,230/ or 2% interest on Rs. 198,900/ from the date of the filing of the plaint or interest against the Company and its Directors.	For Arguments	Raymond Limited
3	WP 8718 of 2022 High Court; Bombay	Vinod Bansode V/s Raymond Limited	A group of 25 Security Guards have filed above Writ Petition against the respondents inter alia claiming that Security Gaurd Board has failed and neglected to register some of the security guards with the security board; failing which Raymond Limited had illegally terminated the services of petitioner’s nos. 19 to25.	For Arguments	Raymond Limited

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Sr. No.	Court/ Tribunal/ Authority	Parties	Brief summary of case	Current status	Against (Company / Promoter/ Director)
4	OS.87 OF 1997 ACJM ALLAHAB AD	Gokul Vs Raymond Limited	Def. No.1 is Raymond ltd. It is alleged that Def No.2- were the share transfer agents of Raymond Ltd., Def. No.3 original shareholder, Def.no. 4 present shareholders. Plaintiff purchased 100 shares of Raymond ltd. On 8.5.1995 from Investors Point. On 6.7.1995, 2 share certificates were sent by the Plaintiff to Defendant No.2 under the presumption that it was the share transfer agent of Defendant No.1. But the share certificates were not returned. Notice was issued by Plaintiff to Def. No.1 and 2. No reply received. Later Plaintiff got to know that the Defendant was no longer the share transfer agent of Defendant No.1. Thereafter Plaintiff visited the Defendant No.1’s office he was informed that 50 shares had been transferred to Defendant No.4 on 12.3.1996 and balance 50 were still in the name of Def. No.3. Hence the present suit was filed by the Plaintiff for Declaration that he was a bonafide share holder of Defendant No.1 for 100 shares and for injunction restraining the Defendant No.3 and 4 from transfer of the said shares.	For Issues	Raymond Limited
5	COMM.C.S. 3179/2021 Ahmedabad	Sarabhai & Sons Vs. Raymond Apparel Limited	RAL had placed order with Sarabhai, it is the case of sarabhai that for the said order raw material was supplied to GRV Spintec but GRV spintec did not return the raw material or the finished product. It is further alleged and presumed that	For Arguments	Raymond Limited

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Sr. No.	Court/ Tribunal/ Authority	Parties	Brief summary of case	Current status	Against (Company / Promoter/ Director)
			the finished products were supplied by GRV to RAL hence RAL has been made a party to the suit. There is no supporting document which shows that the finished products were supplied by GRV to RAL, The claim amount is Rs.40,00,384/-
6	ARB/192/20 21 Bombay District Court, Ludhiana	M/s PPE JAY Fabrics Pvt Ltd V/s Ramesh & Co.	Arbitration Matter filed by one PEE Jay Fabrics for recovery of their dues. Raymond is a formal party.	For Reply	Raymond Limited
7	Succ.court/1 17/2022 ACJ, East Delhi	Asech Kumar V/s State and Others; Raymond Limited	We received only a notice for appearance but have not received a copy of the petition. Hence not aware of the facts	next date 6/4/24	Raymond Limited
8	CS-398/22 Patiala House Court, New Delhi	Krishan Kant V/s Raymond Apparel Limited and Captain Shiju Thomas	Plaintiff is an Ex -Employee of Raymond Apparel Limited and he filed a suit for recovery of amount Rs.4,36,000/- inter alia for impending Salary for month of April 2020 to March 2021 and Three months Notice pay and also Rs 1 Lakh for compensation towards mental pain & agony.	For filing of affidavit of admission/d enial.	Raymond Limited
9	W.A. No. 271 Of 2023 Madras High Court	Raymond Pharmaceutic als v. UOI and Ors.	Appeal against judgment dismissing Writ Petition against ROC, Chennai order allowing the change of company name- Raymond Pharmaceuticals Limited on an application made by Raymond.	For Admission	Raymond Limited
10	Succ Court 154/2022 ACJ, Rohini Court, Delhi	Prabhakar v State and Ors.	Matter filed by legal heirs for issue of Succession Certificate. Raymond is a formal party.	For Evidence	Raymond Limited
11	Ref No. 132 of 2021 MSME, Meerut	M/s Orient Exports vs Raymond Apparel Ltd	The petitioner is claiming for purchase orders raised on him under a contract manufacturing agreement for supply of goods which included goodsmade on	For Settlement	Raymond Limited

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Sr. No.	Court/ Tribunal/ Authority	Parties	Brief summary of case	Current status	Against (Company / Promoter/ Director)
			order. A part of the consignment was received by the Respondent and other order was cancelled. The Total amount claimed is 13,54,618 alongwith interest and INR 20,000/- per month as holding charges for goods made on order.
12	RTS / Appeal/ 71 of 2020 Addl. Collector, (Appeals), Thane	Mrs. Lila Raghunath Mankar (Tarvi) & Ors. V/s Raymond Ltd.	Appeal alongwith Condonation of delay filed against SDO Order dated 12/02/2019 allowing deletion in "other rights" Column of Tarvi's names entered vide Mutation Entry Nos.1426 & 4255 dated 25/01/1951 & 05/08/2008.	For arguments in delay application filed by Applicants. .	Raymond Limited
13	RTS / Appeal/ 72 of 2020 Addl. Collector, (Appeals), Thane	Y. R.Tarvi (Deceased) through Legal Heirs & Ors. V/s Raymond Ltd.	Appeal alongwith Condonation of delay filed against SDO Order dated 12/02/2019 allowing deletion in "other rights" Column of Tarvi's names entered vide Mutation Entry No. 4300 dated 11/08/2010.		Raymond Limited
14	RTS / Appeal /22 of 2020 Addl. Collector, (Appeals), Thane	Kishor Bharat Tarvi & Ors. V/s Raymond Ltd.	Appeal alongwith Condonation of delay filed against SDO Order dated 12/02/2019 allowing deletion in "other rights" Column.of Tarvi's names entered vide Mutation Entry No. 4299 dated 11/08/2010.		Raymond Limited
15	Regular Civil Suit no. 997 of 2019 Judge Civil Court, Thane	Y. R. Tarvi through heirs - Shashi Yashwant Tarvi & 14 Ors. v/s Raymond Ltd. & Anr.	Suit and Injunction filed claiming that as their ancestors were using lands for cultivation & Plantiffs are in possession till date as their names are appearing in revenue records. Raymond have encroached their lands while constructing their buildings therefore they are seeking to declare plaintiffs as protected tenant having their right, title and interest which Raymond do not have therefore seeking	For filing of amendment of plaint of bringing legal heirs on record.	Raymond Limited

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Sr. No.	Court/ Tribunal/ Authority	Parties	Brief summary of case	Current status	Against (Company / Promoter/ Director)
			cancellation of sanctioned plans. Injunction application filed by Plaintiff was rejected on 11-02-2020.
16	Civil Appeal. No. 34 of 2020, Dist. Judge Civil Court, Thane	Y. R. Tarvi through heirs - Shashi Yashwant Tarvi & 14 Ors. v/s Raymond Ltd. & Anr.	Appeal against rejection of Injunction application on 11- 02-2020 in Regular Civil Suit no. 997 of 2019 Judge Civil Court, Thane	For arguments	Raymond Limited
17	Regular Civil Suit no.67 of 2011 Senior Division, Civil Court, Thane	Voltas Ltd v/s Raymond Limited & Thane Municipal Corporation	Since there wasn't access from Pokhran Road no.2 & which was forming part of Development Plan Road, Voltas had handed over land adm. 1944 Sq. Mtrs. to Thane Municipal Corportion, which in turn was taken over by Raymond. Voltas Ltd. filed suit to revoke and cancel by claiming that gratuitous license of access was given to Raymond without consideration. As the Raymond did not return land, hence suit was filed.	For framing issues	Raymond Limited
18	TNC/REV// THN/27 of 2022 / Maharashtra Revenue Tribunal, Mumbai (MRT)	Y. R. Tarvi (Deceased) through Legal Heirs & Ors. v/s 1. Raymond Ltd. 2. Smt. Sunitadevi Singhania Hospital Trust	Appeal against rejection of Tahsildar, Thane order dated 11-03-2016 of rejecting restoration of Thane lands to the Applicants under Aadivasi laws	For Final Arguments	Raymond Limited Sunitidevi Singhania Hospital Trust
19	Regular Civil Suit No. 315 of 2020 - Senior Division, Civil Court, Thane	Vishwas David Valvi v/s Raymond Ltd. & Heirs of Tarvi Ors	Plaintiffs claims to have executed MOU with Tarvi's family for transfer of their ownership and or seeks Development rights upon disposal of orders in their favour. It is claimed that the rejection of Injunction application inthe existing	For Hearing of the Injunction application	Raymond Limited

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Sr. No.	Court/ Tribunal/ Authority	Parties	Brief summary of case	Current status	Against (Company / Promoter/ Director)
			R.C.S. No. 997 of 2019 was in collusion between Tarvi's and Raymond Ltd so as to not implement terms of MOU. Hence Plaintiff wants declartion as to collusion between Tarvi and Raymond, no Tenancy order was passed to declare that original ancestor was not "Protected Tenant", lands are belonging to Adivasis. Injunction Application seeks restraintment on the construction activity use of FSI etc. till the disposal of suit by way of permenant injunction.
20	RTS / Reviewn /101 of 2023 - Sub Divisional Office, Thane	State of Maharashtra v/s 1) Raymond Woollen Mills Ltd. 2) Sunitidevi Singhania Hospital Trust 3) Y.R. Tarvi (deceased) through heirs	SDO issued suo-moto notices against Raymond to review the entry of the Hospital Trust in “other rights" column of the Property card.	For Steps	Raymond Limited Sunitidevi Singhania Hospital Trust
21	Civil Writ Petition Nos. 7465, 7499, 7500 to 7507 of 2000 High Court Bombay	The Municipal Corporation of Thane v/s The Raymond Woollen Mills Ltd.	Raymond for various years after payment of property tax under objection filed Municipal Appeals challenging notices of Property Tax. The appeals were allowed on 22-12- 1989, hence the Corporation filed appeal which was dismissed on 29-01-2000, therefore Civil Writ Petition was filed before the Hon'ble High Court.	Admitted (Unready)	Raymond Limited
22	APPEAL (L) NO. 562 OF 2019 Maharashtra Revenue	Smt. Surekha Sandip Sunad & Anr. v/s	Appeal alongwith Condonation of delay for more than 4 years filed against A.L. T. & Tahasildar, Thane order	For service of Notice	Raymond Limited

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Sr. No.	Court/ Tribunal/ Authority	Parties	Brief summary of case	Current status	Against (Company / Promoter/ Director)
	Tribunal, Mumbai (MRT)	Raymond Limited	dated 15-05-2015 which rejected the claim of restoration of Thane lands admeasuring 2.89 Acres back to the applicants and their predecessors.
23	Pre- Institution Mediation in Commercial Disputes No. 221 of 2023 Bombay High Court	International Travel House Limited vs Raymond Limited and Raymond Apparel Limited	The Plaintiff entered into an agreeement dated 16.10.2019 with Raymond Limited for providing travel requirements and other travel related services. The Plaintiff states that the Defendants have defaulted in making the payments against the invoices raised in respect of the services.	For Mediation	Raymond Limited
24	Sp CS 119/ 0F 2019 Civil Court, Alibag	Ajit Gulabchand vs State of Maharashtra & Ors. (Dr. Singhania is defendant no. 5)	Piece of land was purchased by Dr. Vijaypat Singhania and Anr. in 1998 and subsequently sold to Mr. Gulabchand in the year 2002. The land was falling under the class Occupant - 2 and accordingly the najarana was required to be paid towards the transfer. The najarana as per the orders of the Kokan Commissioner was paid from time to time. However the najarana was calculated on the basis of market value and not on the basis of the consideration paid, which was higher than the market value. The recovery proceedings are initiated by the State claiming arrears and the interest thereon. This suit is filed by Mr. Gulabchand seeking to restrain the department from taking coercive steps.	For Evidence	Dr. Vijaypat Singhania
25	RTS APPEAL 47/10 SDO Belapur	Ajit Gulabchand vs State of Maharashtra & Ors. (Dr.	Piece of land was purchased in 1998 and subsequently sold in the year 2002. The land was falling under the class Occupant-2 and	For hearing	Dr. Vijaypat Singhania

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Sr. No.	Court/ Tribunal/ Authority	Parties	Brief summary of case	Current status	Against (Company / Promoter/ Director)
		Singhania is defendant no. 5)	accordingly the najarana was required to be paid towards the transfer. The najarana as per the orders of the Kokan Commissioner was paid from time to time. However the najarana was calculated on the basis of market value and not on the basis of the consideration paid, which was higher than the market value. The recovery proceedings are initiated by the State claiming arrears and the interest thereon, the present RTS appeal is filed by the plaintiff challenging the same.

Disclaimer: Legal notices not converted to litigations /proceedings have not been captured in the list above.

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