V2 Retail : Notice for 20th Annual General Meeting on 28th September, 2021

Corporate	Notice	Statutory	Financial Statements
Overview			Section	and Notes

V2 RETAIL LIMITED

CIN - L74999DL2001PLC147724,

Regd. Office: Khasra No. 928, Extended Lal Dora Abadi, Village- Kapashera, Tehsil Vasant Vihar, New Delhi

South West Delhi - 110 037,

Phone: [phone],E-mail: [e-mail],

Website: www.v2retail.com

NOTICE

Notice is hereby given that the 20th (Twentieth) Annual General Meeting (AGM) of the Members of V2 Retail Limited ("the Company") will be held on Tuesday, 28th September, 2021 at 10.00 AM IST through Video Conferencing ("VC")/Other Audio Visual Means ("OAVM") for the purpose of which the Registered Office of the Company situated at Khasra No. 928, Extended Lal Dora Abadi, Village-Kapashera, South West Delhi, New Delhi - 110037 shall be deemed to be the venue of the AGM and the proceedings of the AGM shall be deemed to be taken place thereat, to transact the following business :

ORDINARY BUSINESS:

1. To consider and adopt :
   a The Audited Financial Statements of the Company for the Financial Year ended 31st March, 2021 together with the Reports of the Board of Directors and Auditors thereon.
   b The Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2021 and the Report of Auditors thereon.
2. To appoint a director in place of Mr. Akash Agarwal, Whole time Director having DIN 03194632, who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 at this AGM and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

3. To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Schedule V to the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended from time to time (including any statutory modification(s) or re- enactment(s) thereof for the time being in force) and theCompany'sPolicyonNomination,Remuneration & Evaluation and as per the Articles of Association

of the Company and the recommendations made by the Nomination and Remuneration Committee and the Board of Directors of the Company, the approval of the Shareholders of the Company be and is hereby accorded to re-appoint Mr. Ram Chandra Agarwal (DIN 00491885) as the Chairman

• Managing Director ("Chairman & MD") of the Company, for a period of 5 consecutive years, with effect from November 22, 2021 upto November 21, 2026, (not liable to retire by rotation) as per the terms and conditions including remuneration, as decided by the Board at its meeting, which inter-alia, include the following:

• Fixed remuneration: upto B 5,00,000 (B Five Lacs) per month;
• Perquisites: Benefits, schemes, privileges and amenities as per the Company's policy.

RESOLVED FURTHER THAT in the event of no profits or inadequacy of profits in any financial year the above remuneration shall be paid to Mr. Ram Chandra Agarwal as minimum remuneration and remuneration payable shall be regulated in accordance with applicable parts/sections of the Schedule V and/or other applicable provisions of the Act, as existing from time to time.

RESOLVED FURTHER THAT the approval of the Company be and is hereby accorded to the terms and conditions including remuneration payable, with liberty to the Board of Directors (hereinafter referred to as "the Board" which term shall be deemed to include Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions of the said appointment and/or remuneration as it may deem fit and as may be acceptable to Mr. Ram Chandra Agarwal, subject to

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the same not exceeding the limits specified under section 197 or Schedule V to the Companies Act, 2013 or any statutory modification(s) or re-enactment thereof.

RESOLVED FURTHER THAT any Director of the

Company and/or the Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things as may be necessary, proper or desirable to give effect to this resolution."

By Order of the Board

For V2 Retail Limited

Sudhir Kumar

Company Secretary & Compliance Officer

M. No.: A25125

Date: August 13, 2021

Place: New Delhi

Notes :

Notes :

1. In view of the continuing massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and MCA vide its Circular No. 02/2021 dated 13th January, 2021 to be read in conjunction with Circular No. 20/2020 dated 5th May, 2020, Circular No.14/2020 & 17/2020 dated 8th April, 2020 as issued by the Ministry of Corporate Affairs and SEBI vide its circular number SEBI/HO/CFD/ CMD2/ CIR/P/2021/11 dated January 15, 2021 in continuation of SEBI circular number SEBI/HO/CFD/CMD1/CIR/ P/2020/79 dated May 12, 2020, physical attendance of the Members to the AGM venue is not required and Annual General Meeting (AGM) can be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/ OAVM.

The Company has engaged the services of Link Intime India Private Limited (Intime) to provide the necessary electronic platform for holding the AGM through Video Conferencing (VC) or Other Audio Visual Means (OAVM) and to provide remote e-voting facilities and for security and enabling the members to cast their vote in a secure manner.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM VIA LINK INTIME INSTAMEET ARE AS UNDER:

Step1:Open the internet browser and launch the

URL: https://instameet.linkintime.co.in

Thereafter, a Web Page of Link Intime InstaMeet will appear and the following steps are to be followed thereon:

Step 2:Select the "Company" and 'Event Date' and

register with your following details: -

1. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No

1. • Shareholders/ members holding shares in
     CDSL Demat account shall provide 16 Digit Beneficiary
   • Shareholders/ members holding shares in NSDL Demat account shall provide 8 Character DP ID followed by 8 Digit Client ID
   • Shareholders/ members holding shares in
     Physical form shall provide Folio Number registered with the Company
2. PAN: Enter your 10-digit Permanent Account Number (PAN)
   (Members who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.)
3. Mobile No.: Enter your mobile number.
4. Email ID: Enter your email id, as recorded with your DP/Company.
   Step 3: Click "Go to Meeting" (You are now registered for InstaMeet and your attendance is marked for the meeting).
   Note:Please refer the instructions for the software requirements and kindly ensure to install the same on the device which would be used to attend the meeting. Please read the instructions carefully and participate in the meeting. You may also call upon the InstaMeet Support Desk for any support on the dedicated number provided to you in the instruction/ InstaMEET website.
   INSTRUCTIONSFORSHAREHOLDERS/MEMBERS WHO INTENDS TO SPEAK DURING THE ANNUAL GENERAL MEETING THROUGH INSTAMEET:
5. 1. Shareholders who would like to speak during the meeting must register their request 3 days in advance with the company on the specific email id i.e.: [e-mail].
   2. Shareholders will get confirmation on first cum first basis depending upon the provision made by the client.
   3. Shareholders will receive "Speaking Serial Number" once they mark attendance for the meeting.
   4. Other shareholder may ask questions to the Panellist, via active chat-board during the meeting.
   5. Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.

28	V2 Retail Limited

Corporate	Notice	Statutory	Financial Statements
Overview		Section	and Notes

Note: Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.

INSTRUCTIONSFORSHAREHOLDERS/MEMBERS TO VOTE DURING THE ANNUAL GENERAL MEETING THROUGH INSTAMEET:

Once the Electronic Voting is activated by the Scrutinizer/ Moderator during the Meeting, Shareholders/ Members who have not exercised their vote through the Remote E-voting can cast the Vote as under:

1. On the Shareholders VC page, click on the link for E-Voting"Cast your vote"
2. Enter your 16 digit Demat Account No./ Folio No. and OTP (received on the registered Mobile number/ registered Email Id) received during registration for InstaMEET and click on 'Submit'.
3. After successful login, you will see "Resolution Description" and against the same the option "Favor/ against" for voting.
4. Cast your vote by selecting appropriate option i.e. "Favor/against" as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under 'Favor/against'.
5. After selecting the appropriate option i.e. Favor/ against as desired and you have decided to vote, click on "Save". A confirmation box will be displayed. If you wish to confirm your vote, click on "Confirm", else to change your vote, click on "Back" and accordingly modify your vote.
6. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note: Shareholders/ Members, who will be present in the Annual General Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting.

Shareholders/ Members who have voted through Remote e-Voting prior to the Annual General Meeting will be eligible to attend/ participate in the Annual General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

SYSTEM REQUIREMENTS RELATED INSTRUCTIONS FOR BEST VC EXPERIENCE

Internet connection- Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting

Further, Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

Please note that Shareholders/Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

Contact Details- In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to [e-mail] Contact on: - Tel: [phone].

1. Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc) are required to send a scanned copy (PDF/JPEG Format) of its Board Resolution or governing body Resolution/Authorisation etc., authorising its representative to attend the Annual General Meeting through VC/OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by email through their registered email address to [e-mail] copies marked to the Company at cs@ v2retail.net.inand to its RTA at enotices@ linkintime.co.in.
2. Pursuant to the Circular No. 14/2020 dated 8th April, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporate are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting.
3. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. However, this number does not include the large Shareholders i.e. Shareholders holding 2% or more shareholding, Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
5. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the

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Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated 8th April, 2020, 13th April, 2020 and 5th May, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Link Intime India Private Limited (Intime) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as e-voting on the day of the AGM will be provided by Intime.

1. The Notice calling the AGM has been uploaded on the website of the Company in the Investor Relations Section under Financials in the Annual Reports tab. The complete Annual Report is also available in the same section. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Ltd and National Stock Exchange of India Limited at www.bseindia. com and www.nseindia.com respectively and the AGM Notice is also available on the website of Link Intime (agency for providing the Remote e-Voting facility) i.e. https://www.linkintime. co.in.
2. This AGM has been convened through VC/ OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated 8th April, 2020, MCA Circular No. 17/2020 dated 13th April, 2020, MCA Circular No. 20/2020 dated 5th May, 2020 and MCA Circular No. 02/2021 dated 13th January, 2021.
3. The recorded transcript of the forthcoming AGM on 28th September, 2021, shall also be made available on the website of the Company www.v2retail.comin the Investor Relations Section, as soon as possible after the Meeting is over.
4. All documents referred to in the accompanying Notice and the Explanatory Statement can be obtained for inspection by writing to the Company at its email ID : [e-mail] the date of AGM.
5. i. Members holding shares in physical form are requested to immediately intimate any change in their residential address to Link IntimeIndiaPrivateLimited,NobleHeights, 1st floor, Plot No NH-2,C-1 Block, LSC, Near Savitri Market, Janakpuri, New Delhi - 110058, Registrars and Transfer Agent of the Company, so that change could be effected in the Register of Members.
6. 1. Members who are holding shares in demat mode are requested to notify any change

in their residential address, Bank A/c details and/ or email address immediately to their respective Depository Participants.

1. 1. To ensure all communications/ monetary benefits are received promptly, all shareholders holding shares in physical form are requested to notify to the Company, his/ her PAN/change in their address/bank details / email id/mobile number instantly by filling the KYC Form and by sending at the Registered Office of the Company at Khasra No. 928, Extended Lal Dora Abadi, South West Delhi - 110037.
2. The annual accounts of the subsidiary company along with the related detailed information are available for inspection at the Registered Office of the Company and of the subsidiary concerned and copies will be made available to Shareholders of V2 Retail Limited and its subsidiary company upon request.
3. CorporateMembersareencouragedtoattendthe AGM through their Authorized Representatives. They are requested to send by email, a certified copy of the Board Resolution/ Power of Attorney authorizing their representatives to attend and vote on their behalf in the Meeting.
4. Special business are being transacted at 20th (Twentieth) Annual General Meeting hence explanatory Statement as required under Section 102 of Companies Act, 2013, relating to the special business to be transacted at the meeting is applicable and annexed herewith.
5. Queries proposed to be raised at the Annual General Meeting may be sent to the Company at its registered office at least seven days prior to the date of Annual General Meeting to enable the management to compile the relevant information to reply the same in the meeting.
6. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.
7. All documents referred to in the notice are open for inspection by the members and can be availed by writing an email at cs@v2retail. net.into the Company.
8. Pursuant to the provisions of Section 124 and other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) no amount is unclaimed towards dividend to any shareholder.
9. Members are requested to intimate immediately the change of address or demise of any Member, if any, to the Company's Registrar and Transfer Agents or Depository Participant, as the case may be to prevent frauds.

30	V2 Retail Limited

Corporate	Notice	Statutory	Financial Statements
Overview		Section	and Notes

1. Statement giving details of the Director seeking appointment/ re-appointment is also annexed with this Notice pursuant to the requirement of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'Listing Regulations') and Secretarial Standard on General Meeting ("SS-2").
2. Pursuant to Regulation 46(2) (j) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 the Company has created an exclusive E-mail ID: [e-mail] quick Redressal of Members/investors grievances.
3. The Register of Members and Share Transfer Books of the Company shall remain closed from Wednesday, September 22, 2021 to Tuesday, September 28, 2021 (both days inclusive).
4. Shareholders, who are holding shares in identical order of name in more than one folio, are requested to write to the Company enclosing their share certificates to enable the Company to consolidate their holding in one folio. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form to eliminate all risks associated with physical shares and for ease of portfolio management. Members can contact the Company or RTA for assistance in this regard.
5. Pursuant to Section 72 of the Companies Act, 2013, Members who hold shares in the physical form can nominate a person in respect of all the shares held by them singly or jointly. Members who hold shares in single name are advised, in their own interest, to avail of the nomination facility by filling form SH-13. Members holding shares in the dematerialized form may contact their Depository Participant for recording the nomination in respect of their holdings.
6. In terms of SEBI notification, the shares of the Company are subject to compulsory trading only in dematerialized form on the stock exchange hence members are requested to convert their physical share certificates into electronic form.
7. In terms of Section 72 of the Companies Act, 2013, the shareholders of the Company may nominate a person to whom the shares held by him shall vest in the event of his death.
   1. Non-Resident Indian Members are requested to inform RTA, immediately of:
8. 1. Change in their residential status on return to India for permanent settlement or
   2. Particulars of their bank account maintained in India with complete

name, branch, account

type,

account number and address of the bank with pin code number, if not furnished earlier.

1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PANto their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company / Share Transfer Agent (RTA), Link Intime India Private Limited, Noble Heights, 1st floor, Plot No NH-2,C-1 Block, LSC, Near Savitri Market, Janakpuri, New Delhi - 110058, Tel : 011 - 4141 0592/93/94, Email : delhi@linkintime. co.in.
2. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Rules made there under, Companies can serve Annual Reports and other communications through electronic mode to those members who have registered their e-mail address either with the Company or with the Depository. Members who have not registered their e-mail address with the Company can now register as per the instructions mentioned below:
   Registration of email ID and Bank Account details:
   In case the shareholder's email ID is already registered with the Company/its Registrar & Share Transfer Agent "RTA"/Depositories, log in details for e-voting are being sent on the registered email address.
   In case the shareholder has not registered his/ her/their email address with the Company/its RTA/Depositories and or not updated the Bank Account mandate for receipt of dividend, the following instructions to be followed:
3. 1. Kindly log in to the website of our RTA, Link Intime India Private Ltd., www.linkintime. co.in under Investor Services > Email/ Bank detail Registration- fill in the details and upload the required documents and submit.

OR

1. In the case of Shares held in Demat mode:
   The shareholder may please contact the Depository Participant ("DP") and register the email address and bank account details in the demat account as per the process followed and advised by the DP.

29. In terms of MCA circulars, the Notice of AGM along with annual report is being sent in electronic mode to members whose e-mail

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