Purpose and Nature of the Disclosure

Date, Location, and Type of Meeting

The EGM is scheduled to be held on Saturday, October 3, 2026, at 04:30 p.m. (IST) through Video Conferencing/Other Audio-Visual Means (VC/OAVM). The deemed venue is the Registered Office of the Company at Plot No. 156/H. No.2, Village Zadgaon, Ratnagiri, Maharashtra, 415612.

Summary of Proposed Resolutions and Implications

The EGM will consider one special resolution for the preferential issue of up to 33,28,686 warrants, each convertible into one fully paid-up equity share of face value ₹10, to Minerva Ventures Fund (a Category-I Foreign Portfolio Investor, Non-Promoter/Public Category) at a price of ₹645 per warrant (including a premium of ₹635), aggregating ₹214,70,02,470.

Key Terms of the Warrant Issue:

  • Each warrant entitles the holder to one equity share upon conversion.
  • 25% of the issue price (₹161.25 per warrant, aggregating ₹53,67,50,617.50) is payable upfront at allotment.
  • The balance 75% (₹483.75 per warrant, aggregating ₹161,02,51,852.50) is payable upon conversion within 18 months from allotment.
  • Warrants and resultant equity shares will be in dematerialized form and listed on BSE and NSE.
  • Warrants carry no voting or dividend rights until conversion.
  • Failure to convert within 18 months results in forfeiture of amounts paid.
  • Warrants and shares are subject to lock-in as per SEBI ICDR Regulations.

Objects of the Issue:

The proceeds will be utilized as follows:

  • 75% (₹161,02,51,853) for acquisitions in aerospace, automotive, defense, and high-growth sectors (directly or through subsidiaries), including repayment of acquisition debt/bridge funding, within three years.
  • 25% (₹53,67,50,617) for general corporate purposes (including transaction costs) within three years.

Strategic Rationale:

The issue aims to raise growth capital for diversifying and expanding the company's business footprint through acquisitions in high-growth sectors, leveraging its subsidiaries JK Maini Precision Technology Limited (precision engineering and auto components) and JK Maini Global Aerospace Limited (industrial and technology-led businesses).

Voting Process and Methods

Remote E-Voting:

  • Period: Tuesday, September 29, 2026, at 09:00 A.M. IST to Friday, October 2, 2026, at 05:00 P.M. IST.
  • Cut-off date for voting rights: Saturday, September 26, 2026.
  • Process: Members can vote via NSDL e-voting system (https://www.evoting.nsdl.com) using demat account credentials or folio number.
  • Institutional members must submit scanned copies of Board Resolutions/Authority Letters to dmassociatesllp@gmail.com and evoting@nsdl.com.

E-Voting During EGM:

  • Members attending the EGM via VC/OAVM who have not voted remotely can vote during the meeting.
  • Those who voted remotely cannot vote again but are counted in quorum.

VC/OAVM Participation:

  • Members can join the meeting via NSDL e-voting system from 04:00 P.M. IST (30 minutes before start) until 30 minutes after the scheduled start.
  • The facility supports up to 1,000 members on a first-come-first-served basis, with no restrictions for large shareholders (holding 2% or more), promoters, institutional investors, directors, KMPs, committee chairpersons, and auditors.
  • Questions must be submitted 48 hours in advance to corp.secretarial@raymond.in. Pre-registration is required for speaking.

Key Voting Outcomes

Scrutinizer Appointment:

Mr. Dinesh Deora (Membership No. F5683, COP No. 4119) or, in his absence, Mr. T. Kaushik (Membership No. F10607, COP No. 16207) of DM & Associates, Company Secretaries LLP, has been appointed as scrutinizer to oversee the remote e-voting and e-voting during the meeting.

Result Declaration:

The scrutinizer will prepare a consolidated report after the meeting, which will be countersigned by the chairman and declared forthwith. Results will be posted on the company's website (www.raymond.in) and NSDL's website (www.evoting.nsdl.com) immediately and forwarded to BSE and NSE within two working days.

Compliance with Laws and Regulations

The notice confirms compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulation 30).
  • Companies Act, 2013 (Sections 23(1)(b), 42, 62(1)(c), 102, 108, 112, 113).
  • Companies (Management and Administration) Rules, 2014.
  • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Chapter V).
  • MCA General Circular Nos. 14/2020, 17/2020, and 03/2025 for conducting EGMs via VC/OAVM.
  • Secretarial Standard-2 (SS-2) issued by ICSI.

Names and Roles of Signatories

  • The notice is signed by Rakesh Darji, Company Secretary (Membership No. A13085), on behalf of Raymond Limited.
  • The scrutinizer for the voting process is Dinesh Deora of DM & Associates.

Additional Financial and Legal Information

Shareholding Pattern Impact:

  • Pre-issue promoter holding: 48.87% (3,25,34,128 shares).
  • Post-issue promoter holding (on fully diluted basis, including prior warrant issue to JK Investors (Bombay) Limited): 50.77% (3,91,91,501 shares).
  • Minerva Ventures Fund's post-issue holding: 4.35% (on fully diluted basis).
  • No change in control or board composition is expected.

Pricing Justification:

  • Floor price calculated as per SEBI ICDR Regulations: ₹644.74 per warrant (based on 10-day VWAP).
  • Issue price: ₹645 per warrant (above floor price).
  • Relevant date: September 3, 2026 (30 days prior to EGM).

Monitoring Agency:

CARE Ratings Limited appointed to monitor utilization of proceeds, with quarterly reports uploaded on the company's website.

Lock-in Requirements:

Warrants and resultant shares are subject to lock-in as per SEBI ICDR Regulations. Pre-preferential shareholding of Minerva Ventures Fund is not applicable as it holds no shares currently.

Undertakings:

  • The company, its directors, and promoters are not wilful defaulters, fraudulent borrowers, or fugitive economic offenders.
  • The company is eligible for preferential issue under SEBI ICDR Regulations.

Documents Availability:

All relevant documents, including the explanatory statement, valuation report, and company secretary's certificate, are available for inspection on the company's website (https://www.raymond.in) and via the NSDL e-voting portal during the meeting.