R S SHARMA ASSOCIATES Ph. No.: 23557501 (0 ......r R S SHARMA & ASSOCIATES COMPANY SECRETARIES Ph. No.: 23557501 (0) 23652660 (R) 9. From the above mentioned voting details it is clear

R S SHARMA & ASSOCIATESCOMPANY SECRETARIES

Ph. No.: 23557501 (0)23652660(R)

September 19,2014

The Chairman / Company SecretaryPC Jeweller Limited24/2708, Bank Street,Karol Bagh, New Delhi - 110 005

Dear Sires),

Sub.: Scrutinizer's Report on Postal Ballot Notice dated July 28, 2014

In terms of the resolution passed by the Board of Directors of PC Jeweller Limited (hereinafterreferred to as "the Company") at its meeting held on July 28, 2014, I have been appointed asScrutinizer for conducting the entire Postal Ballot process in a fair and transparent manner, in respectof the following Specia1 Resolutions, as proposed in the Postal Ballot Notice dated July 28, 2014(hereinafter referred to as "Postal Ballot Notice") of the Company:

ITEM NO.1: To authorise the Board of Directors to borrow money in excess of aggregate of the paidup share capital of the Company and its free reserves but not exceeding ~6,000 crores.

ITEM NO.2: To authorise the Board of Directors to create charges, mortgages etc. for securing theborrowings upto ~6,000 crores.

ITEM NO.3: To authorise the Board of Directors to vary the terms of contracts or objects 111

Prospectus dated December 16, 2012.

I hereby submit my report on the voting on the above mentioned three Special Resolutionsproposed in the Postal Ballot Notice, as under:

1. The Company sent the Postal Ballot Notice to all the Members, whose names appear in the Registerof Members / List of Beneficial Owners as received from National Securities Depository Limited /Central Depository Services (India) Limited, as at the close of business hours on Friday,August 1,2014.

2. The Company has completed the dispatch of Postal Ballot Notice alongwith Postal Ballot Form andself-addressed Business Reply Envelope on August 14,2014 and published a notice in this regard inDelhi editions of Financial Express (English) and Jansatta (Hindi) newspapers on August 15,2014.

3. The voting rights of Members were in proportion to their shares of the paid up equity share capitalof the Company as at the close of business hours on Friday, August 1,2014.

4. All Postal Ballot Forms received upto 6:00 P.M. on Saturday, September 13,2014 (being the lastdate for receipt of Postal Ballot Forms) were considered for my scrutiny. The Postal Ballot Formswere opened in my presence and duly scrutinized and their particulars have been entered in a registerseparately maintained for the purpose.

5. I did not find any defaced or mutilated Postal Ballot Form.

6. The Company has also offered e-voting facility to its Members through e-voting platform providedby Karvy Cornputershare Private Limited ("Karvy"), enabling them to cast their votes electronically.E-voting was optional. The e-voting period commenced from Friday, August 15,2014, at 9:00 A.M.and ended on Saturday, September 13, 2014 at 6:00 P.M. The particulars of e-voting done by the

embers of the Company during this period were considered for my scrutiny.& As&

~.

CE: 202, ANARKALI BAZAR, JHANDEWALAN EXTN., NEW DELHI-l10055RES.: 108C, DDA FLATS, GULABI BAGH, DELID-ll0007


Ph. No.: 23557501 (0)23652660 (R)

7. No Member has casted vote through both mode of voting i.e. by Postal Ballot Form and also bye-voting.

8. The resolution wise details of voting are as under:

ITEM NO. I - To authorise the Board of Directors to borrow money in excess of aggregate ofthe paid upshare capital of the Company and its free reserves but not exceeding ~6,OOOcrores.

Details of Voting:

a) By Physical Postal Ballot Forms:

Particulars Number No. of Equity Shares ofof Forms ~IO each (Votes)

Total number of Postal Ballot Forms received 273 31736Less: Total number of invalid Postal Ballot 64 11993Forms including votes abstainedLess: Less voted 90Total number of valid Postal Ballot Forms 209 19653

b) Bye-voting through Karvy's e-voting Platform:

Particulars Number of Members No. of Equity Shareswho casted vote of~IO each (Votes)Electronically

Total votes received by electronic mode 103 146748304Less: Total number of invalid votes 2 250including votes abstainedTotal number of valid votes 101 146748054

Summary of Voting:

Particulars Aggregate of Physical No. of Equity % of ValidBallot Forms and Shares of VotesElectronic Voting ~IO each (Votes) received

Total valid Postal Ballots 310 146767707 100.00Forms / Votes receivedAssented to Resolution 263* 141309916 96.28Dissented to Resolution 48* 5457791 3.72

* One Member has voted partly for Assent and partly for Dissent.

Details of Voting in terms of Clause 35A of the Listing Agreement:

Promoter / Public No. of No. of votes % of Votes Polled No. of No. of % of Votes in % of Votesshares held polled on outstanding Votes - in Votes - favour on votes against on votes

(1) (2) shares favour against polled polled(3)=1(2)1(1)I*100 (4) (5) (6)=1(4)/(2)1*100(7)=1(5)1(2)1*100

Promoters and 126352850 126042650 99.75 126042650 0 100.00 0.00Promoter GroupPublic-Institutional 25240448 12126126 48.04 6671651 5454475 55.02 44.98holdersPublic-Others 27506702 8598931 31.26 8595615 3316 99.96 0.04Total 179100000 146767707 81.95 141309916 5457791 96.28 3.72-:.~~S.rb'~1ItI

~CE: 202, ANARKALI BAZAR, JHANDEWALAN EXTN., NEW DELHI-l10055c.: 'N ELHI en~ C.P.3872 ; J RES.: I08C, DDA FLATS, GULABI BAGH, DELID-llOOO7c~ ;:::

H ~'I>"fly Set't.

R 5 SHARMA & ASSOCIATESCOMPANY SECRETARIES

Ph. No.: 23557501 (O)23652660(R}

ITEM NO.2 - To authorise the Board of Directors to create charges, mortgages etc. for securingthe borrowings upto ~6,000 crores.

Details of Voting:


Particulars Number No. of Equity Shares ofof Forms ~lO each (Votes)


b) Bye-voting through Karvy's e-voting platform:

Particulars Number of Members No. of Equity Shareswho casted vote of~lO each (Votes)Electronically


Summary of Voting:

Particulars Aggregate of Physical No. of Equity % of ValidBallot Forms and Shares of VotesElectronic Voting ere each (Votes) Received

Total Valid Postal Ballots 311 146767422 100.00Forms / Votes receivedAssented to Resolution 263* 141579181 96.46Dissented to Resolution 49* 5188241 3.54



Promoter. / Public No. of No. of votes % of Votes Polled No. of No. of % of Votes in % of Votesshares held polled on outstanding Votes - in Votes - favour on votes against on votes

(1) (2) shares favour against polled polled(3)=1(2)1(1 )1*1 00 (4) (5) (6)=1(4)1(2)1*100 ! (7)=1(5)1(2)1*100

Promoters and 126352850 126042650 99.75 126042650 0 100.00 0.00Promoter GroupPublic-Institutional 25240448 12126126 48.04 6941481 5184645 57.24 42.76holdersPublic-Others 27506702 8598646 31.26 8595050 3596 99.96 0.04Total 179100000 146767422 81.95 141579181 5188241 96.46 3.54

~I"'"'_"'. at'e?' •••.

:~(.P.3872 :,~ ~~ ~~'-'ill}Y sette

OFFICE: 202, ANARKALI BAZAR, JHANDEWALAN EXTN., NEW DELHI-l10055RES.: l08C, DDA FLATS, GULABI BAGH, DELID-ll0007


Ph. No.: 23557501 (O)23652660 (R)

ITEM NO.3 - To authorise the Board of Directors to vary the terms of contracts or objects inProspectus dated December 16,2012.

Details of Voting:


Particulars Number No. of Equity Shares ofof Forms no each (Votes)


b) Bye-voting through Karvy's e-voting platform:

Particulars Number of Members No. of Equity Shareswho casted vote of~10 each (Votes)Electronically


Summary of Voting:

Particulars Aggregate of Physical No. of Equity % of ValidBallot Forms and Shares of VotesElectronic Voting ~10 each (Votes) Received

Total Valid Postal Ballots 308 146767042 100.00Forms / Votes receivedAssented to Resolution 286* 146764104 100.00Dissented to Resolution 23* 2938 0.00



Promoter / Public No. of No. of votes % of Votes Polled No. of No. of % of Votes in % of Votesshares held polled on outstanding Votes - in Votes - favour on votes against on votes

(1) (2) shares favour against polled polled(3)=1(2)/(1)] *100 (4) (5) 1(6)=1(4)/(2)]*100 1(7)=1(5)/(2)]*100

Promoters and 126352850 126042650 99.75 126042650 0 100.00 0.00Promoter GroupPublic-Institutional 25240448 12126126 48.04 12126126 0 100.00 0.00holdersPublic-Others 27506702 8598266 31.26 8595328 2938 99.97 0.03

Total 179100000 146767042 81.95 146764104 2938 100.00 0.00-

Bif'" ~• :;.to

~ LHI ~* C.P.3872 z~ ~.~ 1'o.'b<;

<Jlly Sette

OFFICE: 202, ANARKALI BAZAR, JHANDEWALAN EXTN., NEW DELHI-l10055RES.: 108C, DDA FLATS, GULABI BAGH, DELm-ll0007

r


Ph. No.: 23557501 (0)23652660 (R)

9. From the above mentioned voting details it is clear that for each of the Special Resolutionsmentioned in the Postal Ballot Notice, more than three fourth of the number of valid votes casted arein favour of the said Special Resolutions.

10. The physical Postal Ballot Forms and other related records / Register are being handed over to theCompany Secretary of the Company for safe custody.

11. Based on this Report, you may accordingly declare the result on three Special Resolutionsmentioned in the Postal Ballot Notice.

Thanking you.

Yours sincerely,For R S Sharma & AssociatesCom pany Secretaries

(RANDHIR SINGH S~J~~ProprietorMembership No.: FCS2062CP No.: 3872

OFFICE: 202, ANARKALI BAZAR, JHANDEW ALAN EXTN., NEW DELID-110055RES.! 108e, DDA FLATS, GULABI BAGH, DELID-110007

Documents

R S SHARMA ASSOCIATES Ph. No.: 23557501 (0 ......r R S SHARMA & ASSOCIATES COMPANY SECRETARIES Ph. No.: 23557501 (0) 23652660 (R) 9. From the above mentioned voting details it is clear