Shareholders meeting

SRL:SEC:SE:2026-27/31 September 11, 2026 National Stock Exchange of India Limited BSE Limited Exchange Plaza, 5th Floor Phiroze Jeejeebhoy Tower Plot No. C/1, G-Block Dalal Street Bandra-Kurla Complex Mumbai – 400 001 Bandra (East), (Scrip Code: 542337) Mumbai – 400 051 (Symbol: SPENCERS) Dear Sir/Madam, Sub: Outcome / Voting Result of the Ninth Annual General Meeting (AGM) Pursuant to Regulation 30 and Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), we hereby submit the following document(s)/disclosure(s) in connection with the Ninth AGM of the Company held today: 1. Proceedings of the Ninth AGM pursuant to Regulation 30 read with Part-A of Schedule III of SEBI Listing Regulations - Annexure I. 2. Voting Results on the items of business transacted at the Ninth AGM pursuant to Regulation 44(3) of the SEBI Listing Regulations - Annexure II. 3. Consolidated Scrutinizer's Report on E-voting - Annexure III. The aforesaid results are also being uploaded on the Company’s website and website of the National Securities Depository Limited, and will also be displayed on the Notice Board at the registered office of the Company. You are requested to kindly take the abovementioned information on record and oblige. Thanking you. Yours faithfully, For Spencer’s Retail Limited Navin Kumar Rathi Company Secretary & Compliance Officer Encl: as above National Securities Depository Limited Central Depository Services (India) Limited 3rd Floor, Naman Chamber, Marathon Futurex, A-wing, Plot C-32, G-Block, 25th Floor, N.M Joshi Marg, Bandra Kurla Complex, Bandra East, Lower Parel, Mumbai-400 051 Mumbai-400013 Spencer's Retail Limited Regd. Office: Duncan House, 31, Netaji Subhas Road, Kolkata-700 001 Corp. Office: RPSG House, 2/4 Judges Court Road, Kolkata-700 027 Tel: +91 33 2487 1091 Web: www.spencersretail.com CIN: L74999WB2017PLC219355 Annexure I Summary of the Proceedings of the Ninth Annual General Meeting (AGM) A. Date, time and venue of the AGM: The Ninth AGM of the Company was held on Friday, September 11, 2026, through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) and all the business(es) as set out in the Notice dated May 21, 2026 were transacted at the meeting. The Meeting commenced at 3:00 P.M. (IST) and concluded at 3:45 P.M. (IST). B. Proceedings in brief:  Mr. Shashwat Goenka, Chairman, chaired the meeting in accordance with Article 85 of the Articles of Association of the Company.  117 Members attended the meeting out of whom 9 Members were represented by their authorized representatives at the AGM.  The requisite quorum being present, the Chairman declared the meeting open and welcomed the Members, Board of Directors, Statutory Auditors, Secretarial Auditors and Scrutinizer to the meeting.  The Chairman then advised the Company Secretary to brief the Members on some of the basic rules relating to the AGM. The Company Secretary, inter-alia, stated the following: a. The Auditor's Report on the Financial Statements of the Company did not contain any qualification(s), observation(s) and/or adverse remark(s). b. The Company had provided the facility to the Members to cast their votes by way of e-Voting. c. Registers and Documents as statutorily required to be maintained were made accessible electronically for inspection during the continuance of the Meeting. d. Questions & Answers session for the registered speaker members would commence after all the Resolutions set out in the Notice were tabled. e. The e-voting facility was also available for 15 minutes post conclusion of the AGM.  In terms of the Notice dated May 21, 2026 convening the AGM of the Company, the following items of business were placed for members for their consideration and approval: Spencer's Retail Limited Regd. Office: Duncan House, 31, Netaji Subhas Road, Kolkata-700 001 Corp. Office: RPSG House, 2/4 Judges Court Road, Kolkata-700 027 Tel: +91 33 2487 1091 Web: www.spencersretail.com CIN: L74999WB2017PLC219355 ORDINARY BUSINESS Item No. Details of the Agenda Resolution Required Adoption of Financial Statements (Standalone & Consolidated) of the Company and Reports of Board of 1 Ordinary Resolution Directors and Auditors for the Financial Year ended March 31, 2026. Re-appointment of Mr. Anuj Singh (DIN - 09547776) as a 2 Ordinary Resolution Director of the Company, who retires by rotation. SPECIAL BUSINESS Increase in Borrowing Limits of the Company upto an 3 additional amount of Rs. 350 Crores under Section 180(1)(c) Special Resolution of the Companies Act, 2013. Creation of Charge / Security on the Movable and Immovable Properties of the Company upto an additional amount of 4 Special Resolution Rs. 450 Crores under Section 180(1)(a) of the Companies Act, 2013.  The Chairman then invited the pre-registered Members to share their comments and observations and suitably responded to the same.  Chairman thereafter announced that the e-Voting results in respect of all the four (4) Resolutions along with the Scrutinizer’s report would be announced within two working days from the conclusion of the meeting and would also be posted on the Company's website www.spencersretail.com and website of NSDL. The same would also be displayed on the Notice Board at the Registered Office of the Company.  He thereafter thanked the members for attending the AGM and concluded the meeting with vote of thanks. C. Voting by Members:  The remote e-Voting period commenced on Tuesday, September 8, 2026 at 9:00 A.M. (IST) and had closed on Thursday, September 10, 2026 at 5:00 P.M. (IST), both days inclusive.  The Company had provided remote e-Voting facility to its members to cast their votes electronically on all four (4) items of the business as set out in the Notice. The facility to vote at the meeting on all four (4) items of the business set out in the Notice, through the electronic voting system, was also made available to the Members who participated in the meeting and had not cast their votes via remote e-Voting. Note: The proceedings in Annexure-I does not constitute Minutes of the proceedings of the Ninth Annual General Meeting of the Company. Spencer's Retail Limited Regd. Office: Duncan House, 31, Netaji Subhas Road, Kolkata-700 001 Corp. Office: RPSG House, 2/4 Judges Court Road, Kolkata-700 027 Tel: +91 33 2487 1091 Web: www.spencersretail.com CIN: L74999WB2017PLC219355 Annexure II Ninth Annual General Meeting (AGM) of Spencer's Retail Limited Details of Voting Results Sl. No Particulars Details 1. Date of the AGM September 11, 2026 Total number of shareholders on record 2. 48,641 date i.e. September 4, 2026 Total No. of shareholders attended the 3. 117 meeting through Video Conferencing A) Promoters and Promoter Groups: 10 B) Public: 107 4. Mode of Voting E-voting For Spencer’s Retail Limited Navin Kumar Rathi Company Secretary & Compliance Officer Spencer's Retail Limited Regd. Office: Duncan House, 31, Netaji Subhas Road, Kolkata-700 001 Corp. Office: RPSG House, 2/4 Judges Court Road, Kolkata-700 027 Tel: +91 33 2487 1091 Web: www.spencersretail.com CIN: L74999WB2017PLC219355