RP- Sanjiv GoenkaGroup

spencers.MAKES FINE LMNG affordable

Growing Legacies

SRL:SEC:SE:2019-20/60

15 July, 2019

Manager (Listing)National Stock Exchange of India Limited (Symbol: SPENCERS)Exchange Plaza, 5th Floor, Plot No. C/1,G-Block, Bandra- Kurla Complex,Bandra (East)Mumbai-400 051

The SecretaryBSELimited (Scrip Code: 542337)Phiroze Jeejeebhoy Towers,Dalal StreetMumbai-400 001

The SecretaryThe Calcutta Stock Exchange Limited7, Lyons Range,Kolkata-700 001

Sub: Corporate Governance Report for the Quarter ended 30th June, 2019

Dear Sir,

In terms of requirement of Regulation 27(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, please find enclosed herewith Corporate GovernanceReport for the quarter ended on 30th June, 2019.

Thanking you.

Yours faithfully,

For Spencer's Retail I

Ra a(Company Secretary & Compliance Officer)FCS-4818Encl: as above

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

Regd. Office: Duncan House, ist Floor, 31, Netaji Subhas Road, Kolkata-700 001Tel: +91 33 6625 7600 Web: www.spencersretail.com

(IN: L74999WB2017PLC219355

SPENCER'S RETAIL LIMITED(Formerly known as RP-SG Retail Limited)

Corporate Governance Report for the Quarter ended on 30 June 2019

1. Name of Listed Entity : Spencer's Retail Limited (Formerly known as RP-SG Retail Limited)2. Quarter ended : 30 June 2019

J. Composition of Board of DirectorsTitle Name of the PAN & DIN Category Date of Birth Initial Date of Date of Re- Date of Tenure No of Directorship in No of Independent Number of No of post of

Director (ChairpersoniExecutive/Non- Appointment appointment Cessation (Months) listed entities Directorship in listed memberships in Chairperson inExecutivelIndependentINomin including this listed entities including this listed Audit/Stakeholder Audit/ Stakeholdereel entity entity Committee(s) Committee held in

[Regulation 17(A)) [Regulation (17)(A)(I)[ including this listed entitieslisted entity including this listed

[Regulation 26(1») entity[Regulation 26(1)[

Mr. Saniiv Goenka AEFPG4689G & 00074796 Chairperson / Non Executive 2901.1961 14.11.2018 - NA 6 0 6 4Mr. Shashwat Goenka AOUPG0553L & 03486121 Non Executive 1204.1990 14.11.2018 - NA 4 0 3 0Ms. Rekha Sethi APLPS9964D & 06809515 Independent I Non Executive 28.08.1956 14.11.2018 13.11.2023 7 3 3 3 0Mr. Pratip Chaudhuri AAGPC0974K & 00915201 Independent I Non Executive 1209.1963 14.11.2018 13.11.2023 7 6 6 9 3Mr. Utsav Parekh AGHPP4467H & 00027642 Independent I Non Executive 04.11.1963 14.11.2018 13.11.2023 7 5 4 7 4Mr. Debanian Mandai AANPM6755B & 00469622 Independent I Non Executive 2608.1973 1102.2019 10.02.2024 4 3 3 3 0Mr. Devendra Chawla ABSPC4611 L & 03586196 Executive 13.04.1972 1102.2019 10022022 NA 1 0 0 0Mr. Rahul Navak ACMPN0973H & 06491536 Executive 24.10.1976 14.11.2018 13.11.2021 NA 1 0 1 0

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II. Composition of CommitteesName of Committee Name of Committee members Category (chairpersonlExecutivelNon-

Executive/independentINominee)

1. Audit Committee Utsav Parekh Chairperson I IndependentShashwat Goenka Non ExecutivePratip Chaudhuri Independent I Non Executive

2. Nomination & Remuneration Committee Utsav Parekh Chairperson I IndependentSanjiv Goenka Non ExecutivePratip Chaudhuri Independent I Non Executive

3. Stakeholders Relationship Committee Sanjiv Goenka Chairperson I Non ExecutiveShashwat Goenka Non ExecutiveRahulNayak ExecutiveUtsav Parekh Independent I Non Executive

4. CSR Committee Sanjiv Goenka Chairperson I Non ExecutiveShashwat Goenka Non ExecutiveUtsav Parekh Independent I Non Executive

III. Meeting of Board of DirectorsDate of Meeting in the previous quarter Date of Meeting in the relevant quarter Maximum gap between any two consecutive

meetings (in number of days)

II-Feb-19 17-May-19 94

IV. Meeting of Committees

Date of Meeting of the committee in the relevant quarter Whether requirement of Quorum met Date of meeting of the committee in the Maximum gap between anyprevious quarter two consecutive meetings in

number of days

Audit Committee17-May-19 Yes ll-Feb-19 94

Nomination and Remuneration Committee17-May-19 Yes ll-Feb-19 94

Stakeholders Relationship Committee17-May-19 Yes - NA NA

$~ ET~CSR Committee (/,.Q;-/ ~A17-May-19 Yes I ct /~ NA NA

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V. Related Party TransactionsSubject Compliance status (YeslNoINA)

Whether prior approval of Audit Committee obtained NA*Whether shareholder approval obtained for material RPT NAWhether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit

YesCommittee*Omnibus prior approval of Audit Committee is duly taken for all Related Party Transactions.

VI.Affirmations1. The composition of Board of Directors is in terms ofSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.2. The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015:-a. Audit Committeeb. Nomination & Remuneration committeec. Stakeholders Relationship committeed. Risk Management Committee (Not applicable to us)3. The committee members have been made aware of their powers, role and responsiblilities as specified in SEBI (Listing obligations and disclosure requirements)Regulations, 20154. The meetings of the Board of Directors and the above committees have been conducted in the manner as specified in SEBI (Listing Obligations and DisclosureRequirements) Regulations, 20155. The report submitted in the previous quarter has been placed and was noted by the Board of Directors.

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