Raymond Realty promoter J.K. Investors (Bombay) Limited has pledged additional shares of the real estate company to secure financing arrangements. The disclosure, made under SEBI Takeover Regulations on January 14, 2026, reveals the creation of fresh encumbrances on the company's shareholding.

Pledge Details and Financial Arrangement

J.K. Investors pledged 5,00,000 shares of Raymond Realty Limited to Bajaj Finance Limited on January 8, 2026. The pledged shares represent 0.75% of Raymond Realty's total share capital and serve as collateral for loans taken by the company and its group companies.

Promoter Holdings and Encumbrance Status

Following this pledge creation, J.K. Investors' total encumbered shareholding in Raymond Realty has increased to 19,37,471 shares, representing 2.91% of the company's total share capital. The promoter entity holds a total of 1,98,61,793 shares, constituting 29.83% of Raymond Realty's equity.

Other Promoter Entities

The disclosure also provides details of other promoter entities' holdings in Raymond Realty. J.K. Investo Trade (India) Limited holds 82,75,087 shares (12.43%), while J.K. Helene Curtis Limited maintains 35,92,050 shares (5.40%). None of these entities have any encumbered shares as of the reporting date.

Additional promoter entities include Smt. Sunitidevi Singhania Hospital Trust with 6,91,496 shares (1.04%), Raymond Limited holding 1,00,000 shares (0.15%), and Polar Investments Limited with 99,200 shares (0.15%). Individual promoters Gautam Hari Singhania, Nawaz Singhania, Niharika Gautam Singhania, and Nisa Gautam Singhania hold smaller stakes in the company.

Regulatory Compliance

The disclosure was made pursuant to Regulation 31(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Raymond Realty Limited's shares are listed on both the National Stock Exchange of India Limited and BSE Limited. The company has been notified of this encumbrance creation as required under regulatory guidelines.

Raymond Realty Limited has announced that its Board of Directors unanimously approved the Raymond Realty Employees Stock Option Plan 2025 on January 08, 2026. This strategic move follows the demerger of the realty business from Raymond Limited and aims to ensure continuity of employee benefits under the erstwhile Raymond Limited Employee Stock Option Plan 2023.

ESOP Scheme Overview

The new ESOP scheme maintains the same share exchange ratio of 1:1 equity shares as established under the Scheme of Arrangement for the demerger of the realty business. Option holders from the previous scheme will be entitled to options under the new Raymond Realty ESOP 2025 plan, ensuring seamless transition of benefits.

Key Terms and Conditions

The ESOP scheme encompasses several important features designed to benefit employees across the company and its group entities. The plan extends to employees of the company and its group companies, including holding, subsidiary, and associate companies, both present and future.

The exercise period structure provides flexibility while maintaining regulatory compliance:

• Minimum vesting period: One year between grant and vesting
• Maximum exercise period: Five years from original grant date in Raymond Limited
• Vesting types: Time-based and/or performance-based
• Performance parameters: Market capitalization, revenue, EBITDA, Return on Capital Employed

Governance and Administration

The Nomination and Remuneration Committee of Raymond Realty Limited will serve as the Compensation Committee, providing supervision for the ESOP scheme. A dedicated trust will administer the scheme under the committee's guidance, with authority to acquire shares through fresh issue subscription and secondary acquisition as required.

The exercise price of ₹404.80 was calculated and approved by both the Nomination and Remuneration Committee and the Board of Directors. This pricing ensures that the total value of options and exercise price payable by employees remains consistent on a consolidated basis following the corporate action, in compliance with SEBI regulations.

Regulatory Compliance and Next Steps

The company has confirmed that the ESOP scheme fully complies with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Raymond Realty will seek separate shareholder approval for the scheme, as required under regulatory guidelines.

The company has filed the necessary intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with both the National Stock Exchange of India Limited and BSE Limited. Complete details of the scheme are available on the company's website at www.raymondrealty.in .