| Element List | Explanation |
|---|---|
| Introduction | Raydan Food Company announces that its accumulated losses have reached 66.8% of its capital, based on the preliminary financial results for the period ending on 30-09-2025, which were published on the Tadawul website on 11-11-2025 |
| Date of Realization of the Loss | 2025-09-30 Corresponding to 1447-04-08 |
| Date of Notifying the Board of Directors with the Accumulated Loss | 2025-11-10 Corresponding to 1447-05-19 |
| Amount of the Accumulated Losses | 105,559,262 SR |
| Percentage of the Accumulated Losses out of the Capital (%) | 66.8 % |
| Major Reasons Leading to the Losses | 1. Decline in sales. 2. Decrease in revenues from contracts and franchising. 3. Increase in selling and marketing expenses. 4. Impairment expense on right-of-use assets. 5. Impairment expense on land value (property and equipment impairment). 6. The company’s share in discontinued operations – a subsidiary under liquidation. 7. Impairment losses on investment in an associate. 8. The company’s share of losses from the associate. 9. Increase in cost of revenues. |
| Measures to be Taken by the Company in Regard to Such Losses | 1. Restructuring the service and operational sectors. 2. Increasing branch sales by diversifying the products offered within restaurants and focusing on delivery services through a comprehensive marketing plan. 3. Emphasizing the catering sector and boosting revenue by signing strategic long-term agreements. 4. Reducing operational costs by consolidating warehouses, slaughterhouses, and the central kitchen. 5. Expanding geographically into currently uncovered areas through catering contracts, alongside opening branches to strengthen presence. 6. Restructuring franchise operations and expanding geographically, especially outside the Kingdom |
| Last day for board of directors to publish the recommendation for the Accumulated Losses | 18-01-1447 corresponding 13-07-2025 |
| Last day for board of directors to publish the EGM invitation to consider the company’s continuation | 19-05-1447 corresponding 10-11-2025 |
| Application of the Procedures and Instructions | Procedures and Instructions Applicable on Companies Listed in Saudi Capital Market Whose Accumulated Losses Reach 20% or more out of the Capital Thereof will be Applied |
| Reference to additional procedures or instructions | The Board also recommended starting the required procedures and complying with the relevant laws and regulations with regard to companies whose losses exceeded 50% of the capital in terms of disclosure and preservation of shareholders' rights and interests. |
| Additional Information | • The dates mentioned above are specified in accordance with Article 132 of the Companies Law, which states: If the losses of a joint stock company reach half of its issued capital, the Board of Directors must disclose this and its recommendations regarding such losses within sixty (60) days from the date it becomes aware of the situation, and must call for an Extraordinary General Assembly meeting within one hundred eighty (180) days from that date to consider whether the company should continue and take any necessary measures to address the losses, or to dissolve it. • We would also like to draw the attention of our esteemed shareholders to the following steps taken by the company: - On 29-05-2025, an announcement was made on the Tadawul website regarding the Board of Directors’ recommendation to reduce the company’s capital, followed by a capital increase through a rights issue, as part of the plan to address accumulated losses. - On 07-08-2025, it was announced on Tadawul that the company had submitted a capital reduction request file to the Capital Market Authority, in preparation for completing the necessary regulatory procedures. - On 18-09-2025, the Capital Market Authority announced on Tadawul its decision to approve Raydan Food Company’s request to reduce its capital from SAR 158,084,670 to SAR 73,136,030. - On 03-11-2025, it was announced on Tadawul that the Extraordinary General Assembly held on 02-11-2025 had approved the capital reduction by a vote of 95%. The reduction became effective at the end of the second trading day following the Assembly meeting. The company will announce the results of this reduction at a later date. |