Future Retail : NCLT/ Court Convened Meeting

To,	19th March, 2022
Dept. of Corporate Services (CRD)	Listing Department
BSE Limited	National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers,	Exchange Plaza,
Dalal Street,	Bandra - Kurla Complex, Bandra (East)
Mumbai - 400 001	Mumbai- 400 051
Scrip Code: 540064	Symbol: FRETAIL
Scrip Code of Debt : 958809, 958810 & 959518
Dear Sir / Madam,

Sub: Notice of National Company Law Tribunal (NCLT) convened Meeting of Equity Shareholders of Future Retail Limited ("the Company")

We refer to the Composite Scheme of Arrangement between Future Consumer Limited ("the Transferor Company 1"), Future Lifestyle Fashions Limited ("Transferor Company 2"), Future Market Networks Limited ("Transferor Company 3"), Future Retail Limited ("Transferor Company 4"), Future Supply Chain Solutions Limited ("Transferor Company 5"), Futurebazaar India Limited ("Transferor Company 6"), Acute Retail Infra Private Limited ("Transferor Company 7"), Basuti Sales and Trading Private Limited ("Transferor Company 8"), Brattle Foods Private Limited ("Transferor Company 9"), Chirag Operating Lease Co. Private Limited ("Transferor Company 10"), Hare Krishna Operating Lease Private Limited ("Transferor Company 11"), Nice Texcot Trading & Agency Private Limited ("Transferor Company 12"), Nishta Mall Management Company Private Limited ("Transferor Company 13"), Ojas Tradelease and Mall Management Private Limited ("Transferor Company 14"), Precision Realty Developers Private Limited ("Transferor Company 15"), Rivaaz Trade Ventures Private Limited ("Transferor Company 16"), Syntex Trading & Agency Private Limited ("Transferor Company 17"), Taquito Lease Operators Private Limited ("Transferor Company 18"), Unique Malls Private Limited ("Transferor Company 19") and Future Enterprises Limited ("Transferee Company" or "FEL") & their respective shareholders and creditors ("Part 1") And Future Enterprises Limited ("FEL") and Reliance Retail Ventures Limited ("RRVL") & their respective shareholders and creditors ("Part 2") And Future Enterprises Limited ("FEL") and Reliance Retail and Fashion Lifestyle Limited ("RRVL WOS") & their respective shareholders and creditors ("Part 3") ('the Scheme' or 'this Scheme').

Further to our letter dated 28th February, 2022 and in compliance with Regulation 30 and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby inform that pursuant to Order of Hon'ble NCLT dated 28th February, 2022, the meeting of Equity Shareholders of the Company is scheduled on Wednesday, 20th April, 2022 at 12:00 noon through video conferencing ("VC") / other audio-visual means ("OAVM") in connection with the consideration and approval of the Scheme.

We enclose herewith copy of Addendum Notice (to the Original Notice dated 08th October, 2021) of above scheduled Meeting.

Future Retail Limited (Formerly known as Bharti Retail Limited)

Registered Office: Knowledge House, Shyam Nagar, Off Jogeshwari Vikhroli Link Road, Jogeshwari (East), Mumbai 400 060 P [phone], F [phone], www.futureretail.co.in

CIN: L51909MH2007PLC268269

The cut-off date for e-voting and time period for the remote e-voting of the Meeting are as under:

Particulars	Meeting of Shareholders
Cut-Off Date	Wednesday, 13th April, 2022
Remote e-voting start date and time	Saturday, 16th April, 2022 (from 09:00 a.m.)
Remote e-voting end date and time	Tuesday, 19th April, 2022 (till 05:00 p.m.)

The necessary details as required are provided in the Addendum Notice as being circulated to the concerned Shareholders as directed by NCLT is also available on the website of the Company at www.futureretail.co.in.

You are kindly requested to take the same on you record.

Thanking you,

Yours faithfully,

For Future Retail Limited

Virendra Samani

Company Secretary

Encl.: as above.

CC:

Singapore Exchange Securities Trading Limited

2, Shenton Way, #02-02, SGX Centre 1.

Singapore - 068 804

Future Retail Limited (Formerly known as Bharti Retail Limited)

Registered Office: Knowledge House, Shyam Nagar, Off Jogeshwari Vikhroli Link Road, Jogeshwari (East), Mumbai 400 060 P [phone], F [phone], www.futureretail.co.in

CIN: L51909MH2007PLC268269

FUTURE RETAIL LIMITED

ADDENDUM TO THE NOTICE DATED OCTOBER 8, 2021 ('ORIGINAL NOTICE')

CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF

FUTURE RETAIL LIMITED

AS PER THE DIRECTIONS OF THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL,

MUMBAI BENCH ("ADDENDUM NOTICE")

FUTURE RETAIL LIMITED

CIN: L51909MH2007PLC268269

Regd. Office: Knowledge House, Shyam Nagar, Off. Jogeshwari-Vikhroli Link Road, Jogeshwari (E), Mumbai - 400 060,

Maharashtra, India Tel No.: 022- 40552200, Fax No.: 022-40552201

E-mail:[e-mail], Website: www.futureretail.co.in

ADDENDUM TO THE NOTICE DATED OCTOBER 08, 2021 ('ORIGINAL NOTICE') CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF FUTURE RETAIL LIMITED AS PER THE DIRECTIONS OF THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH ("ADDENDUM NOTICE")

Link to access the Original Notice dated October 08, 2021 https://futureretail.in/pdf/Notice_of_NCLT_Equity_Shareholders_Meeting_FRL.pdf

Day			Wednesday
Date			April 20, 2022
Time			12:00 noon
Venue / Mode of Meeting		Through video conferencing / other audio-visual means
REMOTE E-VOTING /E-VOTING AT THE MEETING
Cut-off date for e-voting	:	Wednesday, April 13, 2022
Remote e-voting start and end date and time	:	e-voting start : Saturday April 16, 2022 (09:00 a.m.)
			e-voting end : Tuesday April 19, 2022 (05:00 p.m.)
E-voting at the Meeting start and end time	:	E-voting will remain open from the commencement of the NCLT
			Convened Meeting ("Meeting") of Equity Shareholders of Future Retail
			Limited and shall end 15 minutes after closure of the said Meeting.
			INDEX
					Exhibit no. as	Exhibit no.
Sr.	Particulars			Page No.	(if any) in the
No.			per Original	Addendum
				Notice
					Notice
1	Addendum Notice of National Company Law Tribunal convened Meeting of the	5-11
	Equity Shareholders of Future Retail Limited under the provisions of Sections 230-
	232 of the Companies Act, 2013 and other relevant provisions of the Companies		NA	NA
	Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and
	Amalgamations) Rules, 2016.
2	Addendum to Statement to the Original Notice under Sections 230 and 232 read	12-47
	with Section 102 and other applicable provisions of the Companies Act, 2013		NA	NA
	and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations)
	Rules, 2016 ("Addendum Statement").
3	Composite Scheme of Arrangement between Future Consumer Limited ("the	-	Exhibit - I	No change
	Transferor Company 1"), Future Lifestyle Fashions Limited ("Transferor Company
	2"), Future Market Networks Limited ("Transferor Company 3"), Future Retail
	Limited ("Transferor Company 4"), Future Supply Chain Solutions Limited
	("Transferor Company 5"), Futurebazaar India Limited ("Transferor Company
	6"), Acute Retail Infra Private Limited ("Transferor Company 7"), Basuti Sales
	and Trading Private Limited ("Transferor Company 8"), Brattle Foods Private
	Limited ("Transferor Company 9"), Chirag Operating Lease Co. Private Limited
	("Transferor Company 10"), Hare Krishna Operating Lease Private Limited
	("Transferor Company 11"), Nice Texcot Trading & Agency Private Limited
	("Transferor Company 12"), Nishta Mall Management Company Private Limited
	("Transferor Company 13"), Ojas Tradelease and Mall Management Private
	Limited ("Transferor Company 14"), Precision Realty Developers Private Limited
	("Transferor Company 15"), Rivaaz Trade Ventures Private Limited ("Transferor
	Company 16"), Syntex Trading & Agency Private Limited ("Transferor Company
	17"), Taquito Lease Operators Private Limited ("Transferor Company 18"),
	Unique Malls Private Limited ("Transferor Company 19") and Future Enterprises
	Limited ("Transferee Company" or "FEL") & their respective shareholders and
	creditors ("Part 1") And Future Enterprises Limited ("FEL") and Reliance Retail
	Ventures Limited ("RRVL") & their respective shareholders and creditors ("Part
	2") And Future Enterprises Limited ("FEL") and Reliance Retail and Fashion
	Lifestyle Limited ("RRVL WOS") & their respective shareholders and creditors
	("Part 3") ('the Scheme' or 'this Scheme')

1

						Exhibit no. as	Exhibit no.
Sr.		Particulars		Page No.	(if any) in the
No.			per Original	Addendum
					Notice
						Notice
4		•	Share Swap / Exchange Ratio Report issued by BSR & Associates, LLP and	-	Exhibit - II	No change
			BDO Valuation Advisory LLP, both dated August 29, 2020, to the Transfer-
			or Company 1, Transferor Company 2, Transferor Company 3, Transferor
			Company 4, Transferor Company 5 and the Transferee Company
		•	Pricing Certificate for Preferential Allotment issued by BDO Valuation Advii-
			sory LLP dated August 29, 2020 to the Transferee Company
		•	Pricing Certificate for Preferential Allotment issued by DMKH & Co., Charr-
			tered Accountants dated September 9, 2020 to the Transferee Company
5		•	Fairness Opinion issued by ICICI Securities Ltd dated August 29, 2020 to	-	Exhibit-III	No change
			the Transferor Company 1, Transferor Company 2, Transferor Company 3,
			Transferor Company 4, Transferor Company 5 and the Transferee Company
		•	Fairness Opinion issued by ICICI Securities Ltd dated August 29, 2020 to
			Transferee Company on Pricing of Preferential Allotment
6		Copies of Observation Letters both dated January 20, 2021 received from BSE	-	Exhibit-IV	No change
		Limited ("BSE") and The National Stock Exchange of India Limited ("NSE") by
		the Transferor Company 1, the Transferor Company 2, the Transferor Company 3,
		the Transferor Company 4, the Transferor Company 5 and the Transferee Company.
7		Copy of Complaints Report of the Transferor Company 1, the Transferor Company	-	Exhibit-V	No change
		2, the Transferor Company 3, the Transferor Company 4, the Transferor Company
		5 and the Transferee Company submitted to BSE and NSE
8		Report adopted by the Board of Directors of the following companies in their	-	Exhibit-VI	No change
		respective board meetings held on August 29, 2020 pursuant to the provisions of
		Section 232(2)(c) of the Companies Act, 2013
			Name of Companies
			Future Consumer Limited	Transferor Company 1
			Future Lifestyle Fashions Limited	Transferor Company 2
			Future Market Networks Limited	Transferor Company 3
			Future Retail Limited	Transferor Company 4
			Future Supply Chain Solutions Limited	Transferor Company 5
			Futurebazaar India Limited	Transferor Company 6
			Acute Retail Infra Private Limited	Transferor Company 7
			Basuti Sales and Trading Private Limited	Transferor Company 8
			Brattle Foods Private Limited	Transferor Company 9
			Chirag Operating Lease Co. Private Limited	Transferor Company 10
			Hare Krishna Operating Lease Private Limited	Transferor Company 11
			Nice Texcot Trading & Agency Private Limited	Transferor Company 12
			Nishta Mall Management Company Private Limited	Transferor Company 13
			Ojas Tradelease and Mall Management Private Limited	Transferor Company 14
			Precision Realty Developers Private Limited	Transferor Company 15
			Rivaaz Trade Ventures Private Limited	Transferor Company 16
			Syntex Trading & Agency Private Limited	Transferor Company 17
			Taquito Lease Operators Private Limited	Transferor Company 18
			Unique Malls Private Limited	Transferor Company 19
			Future Enterprises Limited	Transferee Company
			Reliance Retail Ventures Limited	RRVL
			Reliance Retail and Fashion Lifestyle Limited	RRVL WOS

2