X? RP-Sanjiv Goenka SPQHCQLS1% Group MAKES FINE LMNG affirm/able

Growing Legacies

SRL:SEC:SE: 2019—20/41

29 May, 2019

Manager (Listing)National Stock Exchange of India Limited (Symbol: SPENCERS)

Exchange Plaza, 5‘h Floor

Plot No. C/1, G—Block

Bandra—Kurla Complex

Bandra (East)

Mumbai — 400 051.

The Secretary

BSE Limited (Scrip Code: 542337)

Phiroze Jeejeebhoy Tower

Dalal Street

Mumbai — 400 001

The Secretary

The Calcutta Stock Exchange Limited

7, Lyons Range

Kolkata — 700 001

Dear Sir,

Sub: Newspajer Advertisement in connection with dispatch of Postal Ballot Notices

Further to our letter dated 24 May, 2019, please find enclosed a copy of the newspaper publication in

connection with Notice and Advertisement for Postal Ballot & E-Voting and also for completion of

dispatch through e-mail and physical mode, published today in English Newspaper ”Business Standard"

(all editions) and in Bengali "Aajkal" (Kolkata edition).

This is for your kind information.

Thanking you,

Yours faithfully,

For Spencer's Retail Limi

FCS-4818

Encl: as above

Spencer's Retail Limited(Formerly Known as RP-SG Retail Limited)

Regd. Office: Duncan House, lst Floor, 31, Netaji Subhas Road, Kolkata-700 001

Tel: +9133 6625 7600 Web: www.5pencersretaii.com

ClN: L74999WBZOI7PLC219355

KOLKATA I WEDNESDAY, 29 MAY 2019 BUSINESS Standard

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SPENCER’S RETAIL LIMITED(Formerly known as RP~SG Retail Limited)

Regdr Office: Duncan House, 31. Netaji Subhae Road. Kolkata—7Do 001

CIN: L74999WBZO17PL0219355. PH: 033—6625 7600/ 7700

Email: spenoers.seoretarial@rp~sg.in Website: www.5pencersrstallaorn

NOTICE AND ADVERTISEMENT FOR POSTAL BALLOT AND E-VOTING

Notice is hereby given that pursuant to the provisions of Sections 108 and 110 of the Companies Act. 2013

(the Act) read mm Rub 20 and Rule 22 of the Companies (Management and Administration) Rules. 20M

as amended item iii-hate time (the 'Rulea') and Regulation 44 ofthe Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirement) Regulations. 2015 as amended by the SEEI (ListingOHIgationti and Dlsdwure Requirements) (Amendment) Regulations. 2018 (the ‘Listing Regulations“) and

other applicable laws and regulations (Including any statutory modifications or rte—enactments thereof) if any.the Company has on Monday. 27 May. 2019 completed the dispatch of Postal Ballot and E-Voting Notice.

along with the Emmy moment and the Postal Ballot Forms:

3) through o-mell to the Members whose email ID: are registered in the records otlhe depository participantsltho Company as on the cut-oil data. Wednesday. 22 May. 2019; and

b) h physical modeWWW Post. atom with a postage prepaid deli-addressed business

reply envelope to the Members whose o—mail IDs are not registered,

The special resolution seeking approval of the Members at the company for approval of acquis'm‘on or

44.58.30.000 fully paid up equity share of Rs. 10/- each. mm of entire 100% crouch equity share. of

Nantes Basket Limited. a WhOIIy-Oflnfid subsidiary of Bach} industries Limited. pursuant to Section 186 and

other applicable provisions. if any. of the Companies Act. 2013 ad Mae made mm in proposed to

betransacted byihe Members throagh Postal Banotwhld’t hciudeevoiru byeiecmilpnml’he Companyhas engaged the services of Nettonal Securities Depository Limited (‘ilinDLU tor the plume: of providingelectronic voting facility to all its Members. The Board of Director: ofit'te Company has appointed Mr. Mil

Mum. Company Security In Whole Time Purine (Mermaahlp No. —— 3150/0P1857hm“WKto conduct the Poml Ballot and 5thth pro-m in a fair rid treneperent manner,

TheMembemoftheCompenyareaboher-byflumndmdarerequeatedtonutatmt1. members whose names appear in the Register or Member: / Rm at Depoailraries as on the ctit~olf

date, Wednesday, 22 May. 2015 W be Mod b as Mvotal by Postal Ballot / E-Voting, A Person

who is nota membereson the “4'!de beatnik Notioaf'oriniormation purposes onty.

2, voting through POEM Ballotand E—Vottg by the Members ofthe Company shall commence on Wednesday.29 May. 2019 at 9:003m (IST) and VII and on Thursday, 27 June. 2019 at 5:00 pm, (IST).

3. duly completed and signed Poe“ M Fmahould reach the Scmtlnizer before the dose of workinghours 5:00 pm (IsT) on Thursdny. 271m. 2019. My postal ballot brrri received humane Member alter

5:00 p m (IST) on Thursday. 27 June, 2019. shall not be valid and shall be treated as it the reply from

the shareholder has not been received. Further. «toting module shall be disabled by NSDL for votingbeyond Thursday. 27 Map. ”flat 5:00 pm MT).

4‘ memberw who have not received the Poe“ Belot Forms can either download the same from the website

ofthe Company —wwxponmm or chain duplioata Postal Ballot Forms from the Secretarial

Department of the Company at inW Ofllce elevated at Duncan House. 31, Netaii Subtle: Road.Kellen-700001.

5. during the voting period. the shareholders can opt for only one mode oivoting, Le either by Fowl Ballot

or E~votlng. In me any shareholder out: vote by both Postal Ballet and E—thing. the votes validly met

through E-Votlng shalt prevail.

6. the Notice including the Postal Baiiotand E-votina Inwudions are avalabie onthawabsita utthe Companyat wwwapmoonmfimm and plea on the website of NSDL at www.cvotlng.mdl.oorn

7. the result afF’oehi Ballet and E—votlng will be announced and displayed at the Registered Office at the

Corrpeny on Friday. 25 June. 2019. The result ofthe Postal Ballot and E»Voting along With the Scrutinizers

Report shall aloe be displayed on the website of the Company at www.1pencerlrptall.cam and

communicated to the Stock Exchanges where the Company's shares as listed.

8. in case of any queryiqdevanoe in relation to the voting by Postal Ballot including voting by electronic

means. the same may be addressed to Mr, Rama Kant. Company Secretary of the Company at its

Registered Office at Duncan House. 31. NeiaJi Subhes Road. Koikata — 700001 with

e-mail merited to nmflrmeIm-Cgm. Contact N0. 033 6825 7600 / 7700, in case of any

queries related to E-‘mting. you may refer the Frequently Asked Questions for Shareholders and Remote

E—vofing User Manual for Shareholders available under the Downloads section of NSDL’s e~vot1ng websrte

or contact Mr. Ami! Vishal. Senior Manager I Me. Paliavt Mhatra. Manager. NSDL. at telephone no

022 2499 4360 / 022 2499 4545 ortoil free no.1300— 222 — 990 or at Email ID : ovotinansdi.co.in

am... Lao-ne-

For Spencer’s Retail Limited

Rama Kant

Date : 28.05.2019 Company SecretaryPlace : Koikata FCS - 4818

grimeWWW to or Q0»

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,

’

SPENCER’S RETAIL LIMITED. {Formerly known as RP-SG Retail Limited)

Regd. O’l‘fioe: Duncan House. 31. Nalajl Subhas Road. KolkataJOO 001'

CIN: L74999WBZO17PLC219355, PH‘ 0336625 7600/ 7700

E—mail: spenoerseeuetarialQi‘p-egjn Website: www.3penoersrala‘rloom

NOTICE AND ADVERTISEMENT FOR POSTAL BALLOT AND E-VOTING

Notice is hereby given that pursuanttoihe provisions olSectlor-rs 108 and 110 qfthe CompaniesAot. 2013

(the Act) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules. 2014

as amendedfrom time a) time (the W) and Regulation 44 ofthe Securities and Exchange Board at india

(Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended by the SEBI (Listing

Obligations and Disclosure Requirements) (Amendment) Regulations. 2018 (the ‘Llsflng Regulabons') and

other applicable laws and regulations (inclining any statmory modifications or re-enaarnents thereof) rfany.

the Company has on Monday. 27 May. 2019 completed the dispatch ol Postal Ballot and E-Voting Notice.

alongwiththaExptanatzxyStatememandfl'tePosoa BallotForms:

a) mmhemlmmmmmwlmmmmhmmdmmmmmem[the Company as on the out-elf date. Wednesday, 22 May, 2019; and

b) inwmwmmmmammmaswmwsmreplysnvelopatntheMemberswnoaewiall IDaar-anotregietered.

The special reeoiut'nn seeking approval 0! the Members of the Company tor approval of acquisition of

44.58.30.000 fully paid up equity share oi Rs.10l- each. (xxnpr‘lslng of entire 100% of such equity share. oi

Natures Basket Limited, a Wily-owned subsidiary ofGodra] Industries Limited. pursuant to Semen 166 and

otherepplicable providers. if any. ctthe CompeniesAct, 2013 and Rules made thereunder is proposer-1m

betmnsadadbyil'iewamberaiivooghl’oehl BalotwmmktdtidesvofingbymmtTheCorrwy‘

has engaged the services or National Sewritiee Depository Limited (”NSDL') for the purpose of providingelach'unlc voting facility in all its Members. The Board of Directors of the Cor-many has appointed Mr. Anil

Muarka. CompanySea-mryinWlmlefime Pumice (Membership No.—8150[CP1357)asthe‘Sauiinizefto conduct the Postal Ballot and E—Vot'ing prom in a fair and transparent manner.

The Member: ofihe Company aha also hereby informed and are requested to note that

1. members whme names appear in the Register of Members / Remrd of Depositories as on the auto"

date. Wednesday. 22 May. 2019 Mil be entrtled to cast their votes by Postal Ballot / E»Voting. A Person

who is not a member as on the runoff data should treat this Notice for information purposes only.'

2. votingthrpugh Postal Baldand E—Voling bylhe Membarsofthe Companyehall wrnmenoeonWednemay.

29 May. 2019 at 9:00 am (181) and will and on Thursday. 27 June. 2019 at 5:00 pm. (lST).

3. duly completed and signed Postal Ballot Forms should reach the Sautlnizer before the close of working

hours 5:00 pm (IST) on Thursday. 27 Jnne, 2019. Any postal ballotform received from the Member after

5:00 p m (IST) on Thursday. 27 June, 2019, shall not be valid and shall be treated as H the reply from

the shareholder has not been received. Further. e~voting module shall be disabled by NSDL for voting

beyond Thursday. 27 June. 2019 at 5:00 pm (lST).

4. memberswho have not received the Postal Ballot Forms can either download the same fromthe website

of the Company ~ www.mncerumtalloom or obtain duplicate Postal Ballot Forms from the Secrawial

Department of the Company at its Registered Oflioe situated at Duncan House. 31. Netaji Subhes Road.

Mallets-700001.

5. during the voting period. the shareholders mn optioronly one mode ofvoting. Le. sltharbym Ballot

or E-voting. in case any shareholder oasis vote by both Postal Ballot and E—Votina. the votes validly out

Enough E-Voting shail prevail. -

6. me Notice including the Postal Ballotand E-voting inshudions are available on the webelts ofthe Companyat m‘penoorsretallxom and also on the website of NSDL at www.0votlna.n0dl.com

7. the resutt of Postal Ballot and E-voting will be announced and displayed at the Registered Ol‘fioe of the

Company on Friday. 28 June. 2019. The result ofthe Postal Bailotand E-Voting along with the Somtirrizer‘s

Report shall also be displayed on the website of the Company at wwwapencersnulmom and

communimtsd to the Stnck Exchanges Mtere the Compamrs shares are listed.

8. in case of any query/grievance in relation to the voting by Postal Ballot inoluding voting by electronic

means. the same may be addressed to Mr. Rama Kant. Company Secretary of the Company at its

Registered Office at Duncan House, 31. Natali Subhas Road. Kolkata ~ 700001 wrlh

email marked to warranucreurillérpagln, Contact No. 033 6625 7600/ 7700. In case of any

queries related to E-voting. you may refer the Frequentty Asked Questions for Shareholders and Remote

E-votlng User Manual for Sharehotders available under the Downloads section at NSDL’s arvoting website

or contact Mr. Amlt Vishal. Senior Manager] Ms. Pallavl Mhatra. Manager. NSDL. at telephone no.

022 2499 43601022 2499 4545 or toll free no. 1300 — 222 — 990 or at Email lD : 9Wl.co.ln

For Spencer's Retell lelbd

' Rama Kant

Date : 28.05.2019 Company SecretaryPlace : Kolkam FCS - 4818