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November 30, 2018 (Private & Confidential) RP-SG RETAIL LIMITED

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November 30, 2018 (Private & Confidential) RP-SG RETAIL LIMITED Draft Information Memorandum Dated: November 30, 2018 (Private & Confidential) RP-SG RETAIL LIMITED (Our Company is in the process of changing its name to ‘Spencer’s Retail Limited’ or such other name, which is available and approved by the RoC, pursuant to the order of the Kolkata bench of the National Company Law Tribunal approving the Scheme) RP-SG Retail Limited (“our Company” or “the Company”) is incorporated as a public limited comppany under the Companies Act, 2013 in Kolkata, West Bengal, India, pursuant to a certificate of incorporation dated February 8, 2017 issued by the at Registrar of Companies, Kolkata, West Bengal (“RoC”). Our registered office is as mentioned below and there has been no change in our registered office since incorporation. Corporate Identity Number: U74999WB2017PLC219355 Registered Office: CESC House, Chowringhee Square, Kolkata – 700 001, West Bengal, India; Corporate Office: 31, Netaji Subhas Road, 1st Floor, Duncan House, Kolkata – 700001, West Bengal, India; Contact Person: Navin Kumar Rathi, Company Secretary and Compliance Officer; Tel: +91 33 6625 7600 E-mail: [email protected]; Website: www.spencersretail.com NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT TO THIS DRAFT INFORMATION MEMORANDUMOUR PROMOTERS: SANJIV GOENKA AND RAINBOW INVESTMENTS LIMITED Draft Information Memorandum for listing of 7,95,34,226 equity shares of Rs. 5 each of our Company. GENERAL RISKS Investments in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Equity Shares of our Company unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Equity Shares of our Company. For taking an investment decision, investors must rely on their own examination of our Company, including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does the SEBI guarantee the accuracy or adequacy of the contents of this Draft Information Memorandum. Specific attention of the investors is invited to “Risk Factors” on page 16. OUR COMPANY’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Information Memorandum contains all information with regard to our Company, which is material, that the information contained in this Draft Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect. LISTING The Equity Shares are proposed to be listed on the BSE Limited (“BSE”), the Calcutta Stock Exchange Limited (“CSE”) and the National Stock Exchange of India Limited (“NSE”), (hereinafter collectively , referred to as the “Stock Exchanges”). For the purposes of listing of our Equity Shares pursuant to the Scheme, NSE is the Designated Stock Exchange. Our Company has received in- principle approval for listing from BSE, CSE and NSE on [●], [●] and [●] respectively. Our Company has submitted this Draft Information Memorandum to BSE, CSE and NSE and the Information Memorandum shall be made available on our Company’s website at www.spencersretail.com. The Information Memorandum would also be made available on the respective website of the Stock Exchanges at www.bseindia.com, www.cse-india.com and www.nseindia.com. REGISTRAR TO THE COMPANY Link Intime India Private Limited C 101, 1st Floor, 247 Park, L B S Marg, Vikhroli West, Mumbai – 400083 Tel: +91 22 49186000 | Extn: 2375 Email: [email protected] Website: www.linkintime.co.in Contact Person: Priya Agarwal SEBI Registration No: INR000004058 TABLE OF CONTENTS SECTION I - GENERAL ............................................................................................................................................ 3 DEFINITIONS AND ABBREVIATIONS ........................................................................................................... 3 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF PRESENTATION CERTAIN CONVENTIONS ................................................................... 8 FORWARD LOOKING STATEMENTS .......................................................................................................... 10 SECTION II – INFORMATION MEMORANDUM SUMMARY ........................................................................ 11 SECTION III - RISK FACTORS ............................................................................................................................. 16 SECTION IV- INTRODUCTION ............................................................................................................................ 36 GENERAL INFORMATION ............................................................................................................................. 36 CAPITAL STRUCTURE .................................................................................................................................... 39 STATEMENT OF SPECIAL TAX BENEFITS ................................................................................................ 47 SECTION V- ABOUT US ......................................................................................................................................... 61 INDUSTRY OVERVIEW ................................................................................................................................... 61 OUR BUSINESS .................................................................................................................................................. 76 KEY REGULATIONS AND POLICIES IN INDIA .......................................................................................... 84 HISTORY AND CERTAIN CORPORATE MATTERS .................................................................................. 86 SCHEME OF ARRANGEMENT ....................................................................................................................... 90 OUR MANAGEMENT ........................................................................................................................................ 92 OUR PROMOTERS, PROMOTER GROUP AND GROUP COMPANIES ................................................ 104 RELATED PARTY TRANSACTIONS ........................................................................................................... 115 DIVIDEND POLICY ......................................................................................................................................... 116 SECTION VI- FINANCIAL INFORMATION ..................................................................................................... 117 FINANCIAL STATEMENTS ........................................................................................................................... 117 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS ............................................................................................................................................. 174 SECTION VII - LEGAL AND OTHER INFORMATION ................................................................................... 194 OUTSTANDING LITIGATIONS AND OTHER MATERIAL DEVELOPMENTS ................................... 194 GOVERNMENT APPROVALS ....................................................................................................................... 198 REGULATORY AND STATUTORY DISCLOSURES ................................................................................. 199 SECTION VIII– OTHER INFORMATION ......................................................................................................... 203 MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ................................................................. 203 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ....................................................... 225 DECLARATION .............................................................................................. ERROR! BOOKMARK NOT DEFINED. 2 SECTION I - GENERAL DEFINITIONS AND ABBREVIATIONS This Draft Information Memorandum uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, shall have the meanings ascribed to such terms herein, and references to any legislation, act, regulation, rule, guideline, policy, circular, notification or clarification will include any amendments or re-enactments thereto, from time to time. Notwithstanding the foregoing, terms in “Main Provisions of the Articles of Association”, “Statement of Tax Benefits”, “Industry Overview”, “Our Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Risk Factors”, “Financial Statements”, “Outstanding Litigation and Other Material Developments” and “Scheme of Arrangement”, shall have the meaning ascribed to such terms in those respective sections. Company and Scheme Related Terms Term Description “the Company”, “our RP-SG Retail Limited, a company incorporated in India under the Companies Company”, and “Resulting Act, 2013, with its Registered Office situated
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