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NOTICE
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85 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT THE EIGHTY FIFTH ANNUAL GENERAL MEETING OF THE MEMBERS OF RAYMOND LIMITED WILL BE HELD ON
TUESDAY, JUNE 15, 2010 AT 11.00 A.M. AT THE REGISTERED OFFICE OF THE COMPANY AT PLOT NO.156/H. NO.2, VILLAGE ZADGAON,
RATNAGIRI 415 612, MAHARASHTRA, TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Statement of Accounts together with Directors’ Report as also the Auditors’ Report
thereon for the year ended March 31, 2010.

2. To appoint a Director in place of Shri P. K. Bhandari, who retires by rotation and being eligible, seeks re-appointment.

3. To appoint a Director in place of Shri I.D. Agarwal, who retires by rotation and being eligible, seeks re-appointment.

4. To pass with or without modifications, the following Resolution as an Ordinary Resolution but in the event of the provisions of
Section 224A of the Companies Act, 1956, becoming applicable to the Company on the date of holding of this meeting, the
same will be proposed as a Special Resolution :

“RESOLVED THAT M/s. Dalal & Shah, Chartered Accountants, bearing Firm Registration Number 102021W with the Institute of
Chartered Accountants of India (ICAI), be and are hereby re-appointed as Auditors of the Company to hold office from the
conclusion of this meeting until the conclusion of the next Annual General Meeting on such remuneration as agreed upon by the
Board of Directors and the Auditors, in addition to the reimbursement of service tax and actual out-of-pocket expenses incurred
in connection with the audit of the Accounts of the Company for the Financial Year ending March 31, 2011.”

SPECIAL BUSINESS:
5. To consider and, if thought fit, to pass with or without modifications, the following Resolution as an Ordinary Resolution:

“RESOLVED THAT Shri Shailesh V. Haribhakti, who was appointed as an Additional Director pursuant to Section 260 of the Companies
Act, 1956, and Article No. 161 of the Articles of Association of the Company, be and is hereby appointed as a Director of the
Company, liable to retire by rotation.”

6. To consider and, if thought fit, to pass with or without modifications, the following Resolution as an Ordinary Resolution:

“RESOLVED THAT Shri Pradeep Guha, who was appointed as an Additional Director pursuant to Section 260 of the Companies Act,
1956, and Article No. 161 of the Articles of Association of the Company, be and is hereby appointed as a Director of the
Company, liable to retire by rotation.”

By Order of the Board of Directors

Registered Office:
Plot No. 156/H. No.2 Thomas Fernandes
Village Zadgaon Director – Secretarial &
Ratnagiri 415 612, Maharashtra. Company Secretary
Dated: April 27, 2010

Notes :

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF
HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

2. Proxies, in order to be effective, must be received at the Registered Office of the Company not less than 48 hours before the
commencement of the Meeting.

3. The Explanatory Statement setting out the material facts concerning Special Business in respect of Item Nos. 4, 5 & 6 of the
accompanying Notice as required by Section 173 of the Companies Act, 1956, is annexed hereto.

4. The Register of Members and Share Transfer Books of the Company will remain closed from May 29, 2010 to June 15, 2010 (both
days inclusive) in connection with the Annual General Meeting.

5. Members are requested to notify any change in their address/bank mandate to their respective Depository Participants (DPs) in
respect of their electronic share accounts and to the Registrar and Share Transfer Agent of the Company at Link Intime India
Private Limited, C-13, Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (West), Mumbai – 400 078, Maharashtra in respect of their
physical share folios, if any.

6. Dividend for the Financial Year ended March 31, 2003, which remains unpaid or unclaimed, will be due for transfer to the Investor
Education and Protection Fund (IEPF/Fund) of the Central Government, pursuant to the provisions of Section 205C of the Companies
Act, 1956, on July 17, 2010. Members, who have not yet encashed their dividend warrants for the Financial Year ended
March 31, 2003 or any subsequent Financial Years are requested to lodge their claims with the Company/Link Intime India Private
Limited, without delay. Members are advised that no claims shall lie against the said Fund or against the Company for the
amounts of dividend so transferred to the Fund.

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7. Additional information on Directors recommended for appointment or seeking re-appointment at the Annual General Meeting:

At the ensuing Annual General Meeting Shri P. K. Bhandari and Shri I.D. Agarwal, retire by rotation and, being eligible, seek
re-appointment. Pursuant to Clause 49 of the Listing Agreement relating to the Code of Corporate Governance, the particulars of
the aforesaid Directors to be re-appointed are given below:

i. Profile of Directors retiring by rotation:

a. Shri P. K. Bhandari, aged 52 years is a commerce and law graduate from the University of Kolkata and a Fellow Member of
the Institute of Chartered Accountants of India and an Associate Member of the Institute of Company Secretaries of India
and has over 28 years of experience in the field of project finance, industry, business and corporate management.

Shri P. K. Bhandari, who joined the Raymond Group in the year 1989 played a key role in strategising and implementing the
Company’s restructuring program, which included hiving off its non-core businesses in steel, cement and synthetics and
consolidating its core - textile, garment and files businesses through merger and acquisitions.

Shri Bhandari joined the Board of Directors of the Company as Wholetime Director on April 24, 2003. Shri P. K. Bhandari was the
Group President of the Company from April 1, 2005 to January 30, 2008.

Shri Bhandari was honoured with a ‘Special Commendation’ for his outstanding performance in the mergers and acquisitions
category of the “CFO of the Year” award instituted by ‘The Economist’ in association with American Express.

The other Directorships/Committee memberships of Shri P.K. Bhandari are as follows:

Name of the Company Board Position held Committee Memberships

Colorplus Fashions Limited Director Chairman – Audit

J.K. Investors (Bombay) Limited Director –

J.K. Ansell Limited Director –

Pashmina Holdings Limited Director –

Peoples Investments Limited Director –

Polar Investments Limited Director –

Radha Krshna Films Limited Director Chairman – Audit

Raymond Apparel Limited Director Member – Audit

Raymond Zambaiti Limited Director Member – Audit

Silver Spark Apparel Limited Director Member – Audit

Tiger Travels and Tours Limited Director –

Raymond (Europe) Limited [Formerly J.K. (England) Limited] Director –

Blue Ocean Capital and Advisory Services Private Limited Director –

Gomukhi Indus Capital Advisory Private Limited Director –

Raymond UCO Denim Private Limited Director –

Silver Soaps Private Limited Director –

Smart Investments Private Limited Director –

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b. Shri I.D. Agarwal, aged 69 years, is an Independent Director. Shri Agarwal was earlier a Nominee Director of Unit Trust of India
on the Board of the Company from October, 2001 to February, 2006. Shri Agarwal, M.Com., D.S.M., C.A.I.I.B., who has over 40
years of rich experience in Banking, Finance & Currency, has undergone professional training with Bank of England (U.K.),
Midland Bank (U.K.), Bundesbank, (Germany) and Dresdnerbank (Germany).

Shri Agarwal, is the former Executive Director, Reserve Bank of India and was an Advisor to the United Nations. He also served
as Director of Union Bank of India, Unit Trust of India, Small Industries Development Bank of India (SIDBI) and a few other
reputed Financial Institutions and Corporates.

The other Directorships/Committee memberships of Shri I.D.Agarwal are as follows:

Name of the Company Board Position held Committee Membership

Resurgere Mines and Minerals Limited Director a) Chairman – Audit

b) Member – Remuneration
c) Member – Investors’ Grievance

ii. Profile of Additional Directors proposed to be appointed:

a. Shri Shailesh V. Haribhakti, aged 54, who joined the Board as an Additional Director on June 15, 2009, is the Managing Partner
of M/s. Haribhakti & Co., Chartered Accountants and Chairman of BDO Consulting Pvt. Ltd. He is a Committee member of
Futures & Options segment of The National Stock Exchange of India and is a member of the SEBI Committee on Disclosures
and Accounting Standards. He serves as member of managing committees of ASSOCHAM and IMC and Corporate
Governance Committees of ASSOCHAM and CII and is Chairman of the ‘Combating Global Warming Committee’ of IMC.
The other Directorships/Committee memberships of Shri Haribhakti are as follows:
Name of the Company Board Position held Committee Memberships

ACC Limited Director Chairman – Audit

Ackruti City Limited Director Member – Audit

Ambuja Cements Limited Director Chairman – Audit

Blue Star Limited Director Member – Audit

Everest Kanto Cylinder Limited Director –

Fortune Financial Services (India) Limited Alternate Director –

Future Capital Financial Services Limited Director Chairman – Audit

Future Capital Holdings Limited Director –

Hercules Hoists Limited Director –

Hexaware Technologies Limited Director Chairman – Audit

J.K. Paper Limited Director –

Mahindra Lifespace Developers Limited Director Member – Audit

Pantaloon Retail (India) Limited Director Member – Audit

The Dhanalakshmi Bank Limited Director Member – Audit

Advantage Moti India Private Limited Director –

BDO Consulting Private Limited (earlier known as

BDO Har ibhakti Consulting Pr ivate Limited) Director –

J.M. Financial Asset Reconstruction Co. Private Limited Director –

Milestone Ecofirst Advisory Services (India) Private Limited Director –

Planet People and Profit Consulting Private Limited Director –

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b. Shri Pradeep Guha, aged 57 years, was the CEO of India’s largest satellite broadcasting network, Zee Entertainment Enterprises
Limited, for over three years. Shri Guha joined the Board as an Additional Director on June 15, 2009. Shri Guha had been
associated with the print media for 29 years and was President of The Times of India Group, as well as on its Board of Directors.
Shri Pradeep Guha is associated with many bodies in the field of advertising, marketing and media. Shri Guha is fascinated
by cinema and has a production house of his own by the name of Culture Company.

The other Directorships/Committee memberships of Shri Guha are as follows:

Name of the Company Board Position held Committee Memberships

Future Media (I) Limited Director –

India Chapter of International Advertising Association Director –

Mukta Arts Limited Director –

Purvankara Projects Limited Director –

The Indian Newspaper Society Director –

Whistling Woods International Limited Director –

Celebutante Talent Management Company Private Limited Director –

Culture Company (India) Private Limited Director –

Street Culture Media Private Limited Director –

Whats on India Media Private Limited Director –

EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 173 OF THE COMPANIES ACT, 1956 (‘THE ACT’).

Item No. 4.

Section 224A of the Act provides for the appointment or re-appointment of an Auditor or Auditors at each Annual General Meeting
by a Special Resolution, if not less than 25% of the subscribed share capital of the Company is held singly, or in the aggregate, by the
Public Financial Institutions or Government Companies, Central or State Governments, Financial or other Institutions, in which the State
Government holds not less than 51% of the subscribed share capital, Nationalised Banks or Insurance Companies carrying on general
insurance business.

On the date of the Annual General Meeting, if the aggregate holding of Public Financial Institutions/Government Companies/
Nationalised Banks/Insurance Companies, in the Company exceeds 25% of the subscribed share capital of the Company, the
re-appointment of M/s. Dalal & Shah, Chartered Accountants, as Auditors of the Company will be made by a Special Resolution. As
required under Section 224 of the Act, a certificate has been received from the Auditors to the effect that their appointment, if made,
will be in accordance with the limits specified in Section 224(1B) of the Act.

The Board commends the passing of the Resolution set out in item No. 4 of the accompanying Notice.

Item Nos. 5 & 6

At the meeting of the Board of Directors of the Company held on June 15, 2009, Shri Shailesh V. Haribhakti and Shri Pradeep Guha,
were appointed as Additional Directors of the Company and hold the office of Director upto the date of the ensuing Annual General
Meeting in terms of Section 260 of the Companies Act, 1956.

Pursuant to Section 257 of the Act, the Company has received notices, together with requisite deposits, from members signifying their
intention to propose Shri Haribhakti and Shri Guha as candidates for the office of Director of the Company, liable to retire by rotation.

Shri Shailesh V. Haribhakti is interested in the Resolution set out at item No. 5 of the accompanying Notice, since it relates to his
appointment.

Shri Pradeep Guha is interested in the Resolution set out at item No. 6 of the accompanying Notice, since it relates to his appointment.

The Board commends the passing of the Resolutions set out in item Nos. 5 and 6 of the accompanying Notice.

By Order of the Board of Directors,

Registered Office :

Plot No. 156/H. No.2 Thomas Fernandes

Village Zadgaon Director – Secretarial &
Ratnagiri 415 612, Maharashtra Company Secretary
Dated: April 27, 2010