NOTICE

NOTICE IS HEREBY GIVEN THAT THE 4th (FORTH) ANNUAL GENERAL MEETING OF SILGO RETAIL LIMITED (CIN:L36911RJ2016PLC049036) WILL BE HELD ON THURSDAY 14TH NOVEMBER, 2019 AT 2:30 P.M. AT – "B-11, MAHALAXMI NAGAR, J.L.N. MARG, JAIPUR-302017 INDIA TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS

1. To consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2019 and the Reports of the Board of Directors and Auditors thereon.

2. To consider and approve the appointment of Statutory Auditors of the Company for a term of 5 (five) years from conclusion of 04th Annual General Mee�ng un�l the conclusion of the 09th Annual General Mee�ng and to fix their remunera�on and to pass, the following resolu�on as an Ordinary Resolu�on:

"RESOLVED THAT pursuant to the provisions of Sec�ons 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with allied rules made there under (including any statutory modifica�on(s) or re-enactment(s) thereof, for the �me being in force), and based on the recommenda�on of Audit Commi�ee and Board of Directors of the Company, the appointment of M/s. J K Sarawgi & Company, Chartered Accountants (Firm Registra�on No.006836C), as Statutory Auditors of the Company for a term of 5(five) consecu�ve years from the conclusion of 04th (Forth) Annual General Mee�ng �ll the conclusion of the 09th(Ninth) Annual General Mee�ng, be and is hereby approved on a remunera�on to be fixed by the Board of Directors of the Company, based on the recommenda�on of the Audit Commi�ee, in addi�on to reimbursement of all out-of-pocket expenses in connec�on with the audit of the accounts of the Company for the financial year ending March 31, 2020."

"RESOLVED FURTHER THAT the Board of Directors and/or the Company Secretary be and are hereby authorized to se�le any ques�on, difficulty or doubt, that may arise in giving effect to this resolu�on and to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolu�on".

SPECIAL BUSINESSES:

3. Regularisa�on of Mrs. Anjana Jain (DIN: 01874461) as Non-Execu�ve Director of the Company and in this regard, to consider and if thought fit, to pass, the following resolu�on as an ordinary resolu�on:

"RESOLVED THAT Mrs. Anjana Jain who was Re-designated as an Addi�onal Director with effect from June 14, 2019 on the Board of Directors of the Company in terms of Sec�on 161 of the Companies Act, 2013 and who holds office up to the date of this Annual General Mee�ng, be and is hereby appointed as Non-Execu�ve Director of the Company"

"RESOLVED FURTHER THAT the Board of directors and/or the Company Secretary of the Company be and are hereby severally authorized to sign the requisite forms / documents and to do all such acts, deeds and things and execute all such documents, instruments and wri�ngs as may be required for the purpose of giving effect to this resolu�on."

4. To Approve contact/arrangement for material Related Party Transac�ons with various related parties.

To consider and if thought fit to pass with or without modifica�ons, the following resolu�on as Ordinary Resolu�on:

"RESOLVED THAT pursuant to the provisions of sec�on 188 and other applicable provisions, if any, of the Companies Act, 2013 (as amended or re-enacted from �me to �me) and the Companies (Mee�ng of Board and its Powers) Rules, 2014 and Regula�on 23 of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�on 2015 (including any statutory modifica�on(s) or enactment therefore for the �me being in force) and also pursuant to the consent of the member of the Company be and is hereby accorded to the Material Related Party Transac�ons with all the related par�es as men�oned in the explanatory statement as entered by the Company for the financial year 2019-20 of a value of Rs. 10 crores.

5. To Issue of 1,600,000 Equity Shares on a Preferen�al basis.

To consider and if thought fir, to pass, with or without modifica�on(s) the following resolu�on as a Special Resolu�on:

"RESOLVED THAT pursuan�o the provisions of Sec�on 23, 42 & 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and rules made thereunder (including any statutory modifica�ons(s) or re-enactment thereof, for the �me being in force), and in accordance with the provision of Memorandum and Ar�cle of Associa�on of the Company, Chapter V of the Securi�es and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regula�on, 2018, as amended from �me to �me ("SEBI ICDR Regula�ons"), the Securi�es and Exchange Board of India (Lis�ng Obliga�on and Disclosure Requirement) Regula�ons, 2015, as amended from �me to �me ("SEBI LODR Regula�ons"), along with provisions of lis�ng agreement entered into with stock exchange and amendment thereto, the Securi�es and Exchange Board of India (Substan�al Acquisi�on of Shares and Takeovers), Regula�on, 2011, as amended from �me to �me ("SEBI Takeover Regula�ons"), any other guidelines and clarifica�on issued by the Government of India, all applicable circulars, no�fica�ons issued by the Securi�es and Exchange Board of India ("SEBI"), and subject to all necessary approvals, consents, permission and/or sanc�ons of Government of India, any other statutory or regulatory authori�es, other applicable laws, the consent of the Members of the Company be and is hereby accorded, to create, offer, issue and allot on preferen�al basis ("Preferen�al Issue") 16,00,000 (Sixteen Lakh) equity shares of Face value Rs. 10 (Rupees Ten) each, at a price of Rs. 40 (Rupees Forty Only) per share including premium of Rs. 30 (Rupees Thirty Only) per equity share, aggrega�ng to Rs. 6,40,00,000 (Rupees Six Crore Forty Lakh Only) to the following proposed allo�ees, in one or more than one tranches, provided that the minimum price of the equity share so issued shall not be less than the price arrived at, in accordance with Chapter V of the SEBI (ICDR Regula�ons) for preferen�al issue on such terms and condi�ons, as are s�pulated in the explanatory statement a�ached and as the Board may deemed fit in absolute discre�on;

Sr.No.	Names of the Proposed allo�ees	No.ofshares	Categoryofallo�ee
1	AmarMukeshbhaiShah(PAN:AQEPS9060L)	3,00,000	Non-Promoter
2	ShahAmarMukeshkumarHUF(PAN:AARHS6052F)	20,000	Non-Promoter

3	ShahPareshkumarBabulalHUF(PAN:AACHS5651R)	30,000	Non-Promoter
4	BabulalVadilalShah(PAN:ADKPS5217Q)	50,000	Non-Promoter
5	Ni�nJain(PAN:AEDPD6732M)	6,00,000	Promoter
6	BelaAgrawal(PAN:AJIPA1002F)	6,00,000	Promoter
TOTAL		16,00,000

RESOLVED FURTHER THAT in accordance with the provisions of Chapter V of the SEBI (ICDR) Regula�ons the "Relevant Date" for the purpose of calcula�ng the floor price for the issue of equity shares be and is hereby fixed as 15th October, 2019 being date 30 days prior to the date of Annual General Mee�ng.

RESOLVED FURTHER THAT the aforesaid issue and allotment of the Equity Shares to the Investor shall be made on the following terms and condi�ons:

The Equity Shares to be issued and allo�ed pursuant to this resolu�on shall be listed and traded on Na�onal Stock Exchange of India Limited (Emerge) and shall be subject to the provisions of the Memorandum of Associa�on and Ar�cles of Associa�on of the Company;
The Equity Shares allo�ed to the Investor shall rank pari-passu with the exis�ng Equity Shares of the Company in all respects (including with respect to dividend and vo�ng rights);
The Investor shall be required to bring in the en�re considera�on for the Equity Shares to be allo�ed to such Investor, on or before the date of allotment thereof;
The considera�on for allotment of Equity Shares shall be paid to the Company from the bank account of the Investor;
The Equity Shares shall be allo�ed within a period of 15 (fi�een) days from the date of passing this resolu�on provided where the allotment of the Equity Shares is pending on account of pendency of any approval orpermission of such allotment by any regulatory authority or the Central Government, the allotment shall becompleted within a period of 15 (fi�een) days from the date of such approval or permission;
Allotment of Equity Shares shall only be made in dematerialized form;
The Equity Shares allo�ed on a preferen�al basis shall remain locked-in in accordance with the provisions o�he ICDR Regula�ons;

RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modifica�ons(s) to or modify the terms of issue of Equity Shares, subject to the provisions of the Act and ICDR Regula�ons, without being required to seek any further consent or approval of the Members of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolu�on and for the purpose of issue andallotment of the Equity Shares and lis�ng thereof with the Stock Exchange(s), the Board be and is hereby authorizedto do all such acts, deeds, ma�ers and things as it may in its absolute discre�on consider necessary, desirable orexpedient including applica�on to Stock Exchange(s) for obtaining in-principle approval, lis�ng of shares, filing ofrequisite documents with the Registrar of Companies, filing of requisite documents with the Depositories, to resolveand se�le any ques�ons and difficul�es that may arise in the proposed issue, offer and allotment of the said EquityShares, u�liza�on of issue proceeds, signing of all deeds and documents as may be required and effec�ng anymodifica�ons, changes, varia�on, altera�ons, addi�ons and/or dele�ons to the foregoing condi�ons as may berequired by any regulatory, or other authori�es or agencies involved in or concerned with the issue of the EquityShares without being required to seek any further consent or approval of the Board.

RESOLVED FURTHER THAT for the purpose of giving effect to the resolu�on, the Board be and is herebyauthorized to delegate any or all of the powers conferred upon it by this resolu�on to any commi�ee of directors,any other director(s), and/or officer(s)of the Company.

RESOLVED FURTHER THAT all ac�ons taken by the Board or Commi�ee(s), if any, duly cons�tuted for this purpose inconnec�on with any ma�er(s) referred to or contemplated in the foregoing resolu�on be and are hereby approved and confirmed in all respects."

Date: 09th October2019	For Silgo Retail Limited
Place: Jaipur	Trip� Sharma
	(Company Secretary)

NOTES:

The Explanatory Statement pursuant to Regula�on36(5) of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015, with respect to the Ordinary Business as set out in Item No. 2 and pursuant to Sec�on 102 of the CompaniesAct, 2013, with respect to the Special Businesses asset out in Item No. 3, 4 and 5 are annexed hereto. Addi�onal Informa�on, pursuant to Para 1.2.5 of SS-2 ("Secretarial Standard on GeneralMee�ngs") and Regula�on 36(3) of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 in respect of regulariza�on of Mrs. Anjana Jain as Non-execu�ve director in the 04th Annual General Mee�ng are made part of their respec�ve explanatory statements.
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING ("THE MEETING/ AGM") IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIM/HER AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING THE PROXY, IN ORDER TO BE EFFECTIVE, SHOULD BE DEPOSITED, DULY COMPLETED AND SIGNED, AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING. A PROXY FORM IS ATTACHED HEREWITH.

A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.

The proxy holder shall prove his/her iden�ty at the �me of a�ending the Mee�ng.
When a Member appoints a proxy and both the Member and proxy a�end the Mee�ng, the proxy stands automa�cally revoked.
Requisi�on for inspec�on of proxies shall be received by the Company in wri�ng from a Member en�tled to vote on any resolu�on at least three days before the commencement of the Mee�ng.
Proxies shall be made available for inspec�on during the period beginning twenty four hours before the �me fixed for the commencement of the Mee�ng and ending with the conclusion of the Mee�ng.
Corporate Members intending to a�end the Mee�ng are required to send to the Company a cer�fied copy of the Board Resolu�on, pursuant to Sec�on 113 of the Companies Act, 2013, authorizing their representa�ve to a�end and vote at the Mee�ng.
In case of joint holders a�ending the Mee�ng, only such joint holder who is higher in the order of names will be en�tled to vote.
The Register of Members and Share Transfer Books of the Company will remain closed from Thursday November 07, 2019 to Thursday, November 14, 2019 (both days inclusive) for the purposes of the Annual General Mee�ng. Board of Directors has not recommended Final Dividend for the Financial Year 2018-19.
The Securi�es and Exchange Board of India (SEBI) vide its Circular No. CIR/MRD/DP/10/2013 dated March 21, 2013 has mandated all Companies to use approved electronic mode of payment for making cash payments such as dividend to the Members (where core banking details are available) or to print the bank account details of the Members (as per the Company's records) on the physical payment instruments (in case where the core banking details are not available or electronic payment instruc�ons have failed or rejected by the Bank).

Hence, the Members are requested to furnish/update their bank account name & branch, bank account number and account type along with other core banking details such as MICR (Magne�c Ink Character Recogni�on), IFSC (Indian Financial System Code) etc. at the earliest with:

i. The respec�ve Depository Par�cipants (DP) (in case of the shares held in Electronic Mode) or;

ii. The Registrar & Share Transfer Agent of the Company (R&T Agent) (in case of the shares held in Physical form).

Members holding shares in demat mode may kindly note that any request for change of addressor change of E-mail ID or change in bank par�culars/mandates or registra�on of nomina�on are to be instructed to their Depository Par�cipant only, as the Company or its Registrar & Share Transfer Agent cannot act on any such request received directly from the Members holding shares in demat mode.

However, Members holding shares in physical mode are requested to no�fy the Registrar & Share Transfer Agent of the Company of any change in their address and e-mail id as soon as possible.

Members are requested to contact the Company's Registrar & Share Transfer Agent Bigshare Services Private Limited. 1st Floor, Bharat Tin works building, opposite vasant oasis Makwana Road, Marol, Andheri east, Mumbai 400 059. Tel.: (022) 62638200/02 Email id:

[email protected]; Website: www.bigshareonline.comfor reply to their queries/redressal of complaints, if any, or contact Ms. Trip� Sharma , Company Secretary at the Registered Office of the Company (Phone No.: +0141-4919655; Email: [email protected]).

Members are requested to bring their a�endance slip, duly signed as per the specimen signature recorded with the Company for admission into the Mee�ng Hall.
Members who hold shares in dematerialised form are requested to furnish their Client ID and DP ID Nos. for easy iden�fica�on of a�endance at the Mee�ng.
Members may avail the facility of nomina�on by nomina�ng a person to whom their shares in the Company shall vest in the event of their death. The prescribed form can be obtained from the Company's Registrar & Share Transfer Agent.
Members who hold shares in physical form in mul�ple folios in iden�cal names or joint names in the same order of names are requested to send the share cer�ficates to the Company's Registrar &Share Transfer Agent for consolida�on into single folio.
Since, the securi�es of the Company are traded compulsorily in dematerialized form as per SEBI mandate, Members holding shares in physical form are requested to get their shares dematerialized at the earliest.
The Securi�es and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every par�cipant insecuri�es market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Par�cipants with whom they are maintaining their demat accounts.

Members holding shares in physical form can submit their PAN details to the Company/Registrar& Share Transfer Agent, Bigshare Services Pvt. Ltd.

Electronic copy of the Annual Report 2018-19, No�ce of the aforesaid AGM of the Company, along with A�endance Slip and Proxy Form is being sent to all the Members whose email IDs are registered with the Company's Registrar & Share Transfer Agent/Depository Par�cipant(s) for communica�on purposes unless any Member has requested for a hard copy of the same. The physical copies of the No�ce of the aforesaid AGM of the Company, along with A�endance Slip and Proxy Form are being sent to the registered address of the Members of the Company who have not registered their e-mail address in the permi�ed mode.
In keeping with the Ministry of Corporate Affairs' Green Ini�a�ve measures, the Company hereby requests the Members who have not registered their email addresses so far, to register their email addresses for receiving all communica�on including annual report, no�ces, circulars etc. from the Company electronically.
The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Sec�on 170 of the Companies Act, 2013 read with Rules made there under, Memorandum and Ar�cles of Associa�on, Agreements entered into between the Company and Execu�ve Directors etc. are open for inspec�on by the Members at the registered office of the Company on all working days, except Saturdays, between 11:00 a.m. to 1:00 p.m. and also at the AGM. Also, the No�ce for this 04th AGM along with requisite documents and the Annual Report for the financial year 2018-19 shall also be available on the Company's website www.silgo.in

AS per Sub rule 2 of the Rule 20 of the Companies (Management and Administra�on) Rules, 2014, SMEs' are exempted from the provisions of E-vo�ng as given under sec�on 108 of the Companies Act, 2013. Therefore the Company is not providing the op�on of E-Vo�ng.
Only those Members, whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date shall be en�tled to avail the facility of vo�ng at the AGM through Poll/Ballot Paper.
The Company has appointed Mr.Sharat Kumar She�y, Prac�cing Company Secretary as the Scru�nizer to scru�nize the vo�ng and process for the Annual General Mee�ng in a fair and transparent manner.
The Chairman shall, at the AGM, at the end of discussion on the Resolu�ons on which the vo�ng is to be held, allow vo�ng with the assistance of the scru�nizer, by use of Poll/ Ballot Paper for all those Members who are present at the AGM.
The Scru�nizer shall a�er the conclusion of vo�ng at the Mee�ng, will first count the votes cast at the Mee�ng in the presence of at least two witnesses not in the employment of the Company and shall make and submit, within 48 hours of the conclusion of the AGM, a consolidated Scru�nizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in wri�ng, who shall countersign the same and declare the result of the vo�ng within 48 hours of conclusion of the AGM.
The No�ce of the AGM shall be placed on the website of the Company �ll the date of AGM. The Results declared, along with the Scru�nizer's Report shall be placed on the Company's website www.silgo.in immediately a�er the declara�on of result by the Chairman or a person authorized by him in wri�ng. The Results shall also be immediately forwarded to the Stock Exchange(s) where the shares of the Company are listed.

Further, the results shall be displayed on the No�ce Board of the Company at its Registered Office as well as Head Office.

The Cut-off date for determining the names of shareholders eligible to get No�ce of Annual General Mee�ng is Friday, October 11, 2019.
The route map showing direc�ons to reach the venue of the Mee�ng is annexed.
A Minor shall not be appointed as a Proxy. The proxy of a member, who is blind or incapable of wri�ng may be accepted if such member has a�ached his signature or mark thereto in the presence of a witness who shall add to his signature his descrip�on and address, provided that all inser�ons in the proxy are in the handwri�ng of the witness and such witness shall have cer�fied at the foot of the proxy that all such inser�ons have been made by him at the request and in the presence of the member before he a�ached his signature or mark.
The proxy of a member who does not know English may be accepted if it is executed in the manner given above and the witness cer�fies that it was explained to the member in the language known to him, and gives the member's name in English below the signature.

Date: 09th October, 2019	For Silgo Retail Limited
Place: Jaipur	Trip� Sharma
	(Company Secretary)

Explanatory statement pursuant to Regula�on 36(5) of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�on, 2015

Item No. 2

APPOINTMENT OF STATUTORY AUDITORS OF THE COMPANY FOR A TERM OF 5 (FIVE) YEARS.

In terms of Sec�on 139 of the Companies Act, 2013("the Act") and the Companies (Audit and Auditors) Rules, 2014, made there under, the term of the present Statutory Auditors of the Company, M/s. J K Sarawgi & Company, Chartered Accountants (ICAI Firm Registra�on No.0006836C) will be concluded at the end of this 04th Annual General Mee�ng (AGM). The Company is required to appoint Auditor for a period of five years to hold office from the conclusion of 04th AGM �ll the conclusion of 09th AGM to be held in the financial year 2023-24.The Board of Directors of the Company, a�er considering the recommenda�ons of the Audit Commi�ee, has recommended the appointment of M/s. J K Sarawgi & Company, Chartered Accountants (ICAI Firm Registra�on No. 0006836C) as Statutory Auditors of the Company for a term of five years from conclusion of 04th AGM to be held in the financial year 2019-20 to conclusion of 09th AGM of the Company to be held in the financial year 2023-24, for the approval of the Members.

M/s. J K Sarawgi & Company, Chartered Accountants, have consented to the aforesaid appointment and confirmed that their appointment, if made, will be within the limits specified under Sec�on 141(3)(g) of the Companies Act, 2013. They have further confirmed that they are not disqualified to be appointed as the Statutory Auditors in terms of the Companies Act, 2013 and the rules made there under. The basis of recommenda�on for appointment and brief profile and creden�als of M/s. J K Sarawgi & Company are men�oned below:

"M/s. J K Sarawgi & Company, a firm of Chartered Accountants has over 20 years standing with mul� industry experience. They have various clientele across industry i.e., cement, power, engineering, tex�le, sugar, construc�on, banking and financial sector. The firm is ac�ng as auditors to various companies listed on the Stock Exchanges."

Pursuant to Sec�on 139 of the Companies Act, 2013, approval of the members is required for appointment of the Statutory Auditors and fixing their remunera�on by means of an ordinary resolu�on. Accordingly, approval of the members is sought for appointment of M/s. J K Sarawgi & Company, Chartered Accountants as the Statutory Auditors of the Company for the aforesaid term at a remunera�on to be fixed by the Board of Directors of the Company, based on the recommenda�on of the Audit Commi�ee, in addi�on to reimbursement of all out-of-pocket expenses in connec�on with the audit of the accounts of the Company for the financial year ending March 31, 2020."

The remunera�on payable to the statutory auditors shall be exclusive of applicable taxes and all out of pocket expenses as may be incurred by the statutory auditor in course of their audit.

Pursuant to requirement of Regula�on 36(5) of the SEBI (Lis�ng Obligations and Disclosure Requirements) Regula�ons, 2015, the details of proposed fees payable to the statutory auditors for the financial year 2019-20 is men�oned below:

Type	Period	Amount
StatutoryAuditofstandalone	ForF.Y.2019-20	Rs.50,000/-
and consolidated
financialstatementsincluding
auditofinternal
financialcontrolsoverfinancial
repor�ngand
limitedreviewofquarterly
financialresults.

None of the Directors or Key Managerial Personnel of the Company and/ or their rela�ves are, in any way, concerned or interested, financially or otherwise, in the proposed resolu�on men�oned at Item No. 3 of the No�ce.

Item No. 3 REGULARISATION OF MRS. ANJANA JAIN AS A NON- EXECUTIVE DIRECTOR OF THE COMPANY.

Mrs. Anjana Jain was re-designated as Addi�onal Director w.e.f. 14th June, 2019 by board of directors of the Company. She was appointed �ll the date of AGM to be held.

Now, according to provisions of the Companies Act, 2013, approval of Members is required for the purpose of regularizing her appointment as Director of the Company.

Therefore, The Directors commend the Resolu�ons for acceptance by the Members.

None of the Directors of the Company are interested in the resolu�on .

Brief Profile of Mrs. Anjana Jain, Non-execu�ve director, pursuant to para 1.2.5 of SS-2 ("Secretarial Standard on General Mee�ngs"), Regula�on 36(3) of the SEBI Lis�ng (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 and other applicable provisions, if any, is provided in the table below:

Name:	AnjanaJain
	S-42,AdinathNagar,OppositeWorldtradepark,
Address:	J.L.N.Marg,JawaharCircle,JaipurRajasthan
	302018
DateofBirth:	16.12.1975
ContactNo&EmailID:	+91-9829054027;[email protected]
Qualifica�on:	BachelorofArtsfromRajasthanUniversity
CurrentOccupa�on	Freelancer
	SheisExecu�vedirectorinSilgoCrea�on(Jaipur)
	Pvt.Ltd.
Experience:	since02/07/2005;
	Execu�vedirectorinGlamoRetailPvt.Ltd.since
	27.08.2015;

Item No. 4

TO APPROVE CONTACT / ARRANGEMENT FOR MATERIAL RELATED PARTY TRANSACTIONS WITH VARIOUS RELATED PARTIES.

Sec�on 188 of the Companies Act, 2013 read with rule 15 of Companies (Mee�ngs of Board and its Powers) Rules, 2014, as amended, prescribe certain procedure for approval of related party transac�ons. The Regula�on 23 of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 has also prescribed seeking of shareholder's approval for material related party transac�ons. Proviso to Sec�on 188 provides that nothing contained in sub-sec�on 188 applies where transac�ons are entered into by the Company in the ordinary course of business other than transac�ons which are not on an arm's length basis.

All the proposed transac�ons put up for approval are in ordinary course of business and at arm's length. Pursuant to the provisions of Regula�on 23 of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons 2015, the following contracts /arrangements/ transac�ons are material in nature and require approval of unrelated shareholders of the Company by an Ordinary Resolu�on:

Sr. No.	Name of RelatedParty	Rela�onship	MaximumValue ofTransac�onsper annum(Rs. in Crore)	NatureandMaterialTerms/Par�cularsof thecontractorarrangement
1	M/sCrea�veJewellery	OneDirectorisinterestedasheisproperioterofthisen�ty.	10.00	SaleandPurchase

As per Regula�on 23 of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015, all material related party transac�ons shall require approval of the shareholders through ordinary resolu�on and the related par�es shall abstain from vo�ng on such resolu�on whether the en�ty is a related party to the par�cular transac�on or not. Further as per Rule 15 of the Companies (Mee�ngs of Board and its Powers) Rules 2014, where any Director is interested in any contract or arrangement with a related party, such Director shall not be present at the mee�ng during discussion on the subject ma�er of the resolu�on rela�ng to such contract or arrangement. Accordingly, all related par�es of the Company shall not par�cipate or vote on this resolu�on.

The Board recommends this resolu�on set out in Item No. 04 of this notice for approval of the members. Mr. Ni�n Jain is interested in the said resolu�on. None of the other Directors and Key Managerial Personnel of the Company and their rela�ves is concerned or interested.

Item No. 5 TO ISSUE OF 1,600,000 EQUITY SHARES ON A PREFERENTIAL BASIS

The Company is engaged in the business of designing, manufacturing, retailing and wholesale of silver jewellery. The Company deals in silver jewellery and offer a wide variety of designs to suit the preference of the end customers. With regional diversity of tastes and preferences, the Company has diverse por�olio of ornaments and jewellery to suit the taste and preference of one and all.

As per Sec�ons 23, 42, 62 of the Companies Act, 2013 read with rules thereunder and the Securi�es and Exchange Board of India (Issue ofCapital and Disclosure Requirements) Regula�ons, 2018 ("SEBI (ICDR) Regula�ons"),consent of the Members of the Company by way of aSpecial Resolu�on is required for allotment of Equity Shares on preferen�al basis.

The Board of Directors of the Company has approved the issue of 16,00,000 (Sixteen Lakh) equity shares to the allo�eeson preferen�al basis, at its mee�ng held on Wednesday, October 09, 2019.

The Company proposes to create, issue, offer and allot 16,00,000 (Sixteen Lakh) equity shares of Face value Rs. 10 (Rupees Ten) each, at a price of Rs. 40 (Rupees Forty Only) per share including premium of Rs. 30 (Rupees Thirty Only) per equity share, aggrega�ng to Rs. 6,40,00,000 (Rupees Six Crore Forty Lakh Only), en�tling the allo�eesto subscribe to the Equity Shares of the Company, for which approval of the Members is being sought.

In terms of the provisions of the Companies Act, 2013 and SEBI (ICDR) Regula�ons, the following disclosures are provided below:

a) Objects of the Preferen�al Issue;

The Company shall u�lize the proceeds from preferen�al issue for working capital requirements and general corporate purposes.

b) Par�culars of the offer including date of passing of Board resolu�on;

The Board of Directors of the Company has approved the issue of 16,00,000 (Sixteen Lakh) equity shares to the allo�ees on preferen�al basis, at its mee�ng held on Wednesday, October 09, 2019.

c) Kinds of securi�es offered and the price at which security is being offered;

16,00,000 (Sixteen Lakhs) Equity shares ranking pari-passu in all respect including dividend with the exis�ng equity shares of the Company are being offered at Rs. 40/- (Rupees Forty Only) including premium of Rs. 30/- (Rupees Thirty Only) per equity share.

d) Basis or jus�fica�on for the price (including premium, if any) at which offer or invita�on is being made;

The price of Rs. 40 per Equity Share to be issued on preferen�al basis, has been determined in accordance with theSEBI (ICDR) Regula�ons, which is not less than higher of the following:

i. the average of the weekly high and low of the volume weighted average price of the Equity Shares of the Company quoted on NSE Emerge during the twenty six weeks preceding the Relevant Date; or
ii. the average of the weekly high and low of the volume weighted average prices of the Equity Shares of the Company quoted on NSE Emerge during the two weeks preceding the Relevant Date.

The price has been determined on the basis of the price of the Equity Shares of the Company available on the NSE Emerge having highest trading volume during the preceding twenty-six weeks prior to the Relevant Date.

e) Amount which the company intends to raise by way of such securi�es;

The Company intends to raise Rs. 6,40,00,000 (Rupees Six Crore Forty Lakhs Only).

f) Proposed �me schedule;

In terms of the SEBI (ICDR) Regula�ons, the Company shall complete allotment of Equity Shares pursuant to this Resolu�on within a period of 15 (fi�een) days from the date of passing of this Resolu�on by the members of the Company, provided that where the allotment of equity shares is subject to any approval or permission from any statutory or regulatory authority, the period of fi�een days shall be counted from the date of receipt of such approval or permission, as the case may beor such other extended period as may be permi�ed under applicable SEBI (ICDR) Regula�ons, as amended from �me to �me.

g) The size of issue and number of equityshares to be issued andnominalvalue ofeach equity share;

16,00,000 (Sixteen Lakhs) Equity shares shall be offered at Rs. 40/- (Rupees Forty Only) including premium of Rs. 30/- (Rupees Thirty Only) per equity share.

h) The manner of issue of equity share;

Equity Shares shall be offered to the proposed allo�ees through preferen�al issue.

i) Vo�ng Rights;

Equity shares shall rank pari-passu in all respect including dividend with the exis�ng equity shares.

j) Relevant date with reference to which the price has been arrived at;

The Relevant Date in terms of SEBI (ICDR) Regula�on for determining the minimum price is 15th October, 2019 which is 30(Thirty) days prior to the date of Annual General Mee�ng , i.e. 14th November, 2019.

k) The class or classes of persons to whom the allotment is proposed to be made;

The en�re allotment is proposed to be made to 4 Non-PromoterShareholders and 2 promoters, Mrs.BelaAgrawal and Mr. Ni�n Jain.

l) Inten�on of promoters, directors or key managerial personnel to subscribe tothe offer;

Mr. Ni�n Jain and Mrs.BelaAgrawal, Promoters of the Company intends to subscribe to the Equity Shares offered under the Preferen�al issue. No shares being offered to any other promoter and Promoter Group Companies, Directors, KMP or rela�ve of Directors or KMP of the Company.

m) The names of the proposed allo�ees and the percentage of pre and post preferen�aloffer capital that may be held by them;

NamesofProposed	Before Preferen�al Issue		A�er Preferen�al Issue
Allo�ees
	No.ofequitysharesheld	%ofshareholding	No.ofequitysharesheld	%ofshareholding
Ni�nJain	18,54,700	36.61	24,54,700	36.82
(PAN:AEDPD6732M)
BelaAgrawal	18,54,700	36.61	24,54,700	36.82
(PAN:AJIPA1002F)
AmarMukeshbhaiShah	--	--	300,000	4.50
(PAN:AQEPS9060L)
ShahAmarMukeshkumarHUF	--	--	20,000	0.30
(PAN:AARHS6052F)
ShahPareshkumarBabulalHUF	--	--	30,000	0.45
(PAN:AACHS5651R)
BabulalVadilalShah	--	--	50,000	0.75
(PAN:ADKPS5217Q)

n) Iden�ty of the natural persons who are ul�mate beneficial owners of the equity sharesproposed to be allo�ed and / or who ul�mately control the proposed allo�ees;

The details of the Proposed Allo�ees are as per the following table. No change incontrol or management shall occurconsequent to the proposed preferen�al issue of Equity Shares.

Name & Address oftheProposed	Category(Promoter/Non	Names of Ul�mateBeneficialOwners	%ofshareholding
allo�ee	Promoter	oftheproposedallo�ee(s)	postPreferen�al
ShahAmar	Non-Promoter		issue0.30
Mukeshkumar(HUF)(PAN:AARHS6052F)		AmarMukeshbhaiShahHiralAmarShah
(Address:C-204,Vrajvihar,Opp.New		JinayAmarShah
AudaLane,NearIndraprastha,6,PrahladnagarSatellite,		HiyanshAmarShah
Ahmedabad–380015)
ShahPareshkumarBabulal(HUF)	Non-Promoter	PareshkumarBabulalShahBeenaParesh	0.45
(PAN:AACHS5651R)		ShahPra�kParesh
(Address:Adinath		Shah
MalinathFlatArea,Opp.AlankarTokij,		VidhiPareshShah
Opp.SimandharDerasar,Surendranagar–363001)		MiraliPra�kShah

Rest of the allo�ees are natural persons. So they shall be the direct beneficial owners of the equity shares.

o) the change in control, if any, in the company that would occur consequent to the preferen�al offer;

There shall be no change in control pursuant to the preferen�al offer of equity shares.

p) the number of persons to whom allotment on preferen�al basis have already been made during the year, in terms of number of securi�es as well as price;

The Company has not allo�ed any securi�es on preferen�al basis during the year.

q) The pre and post issue shareholding pa�ern of the company in thefollowing format;

Sr.No.	Category	Pre-issue					Post-issue
		No.held	of	shares	%	ofholding	share	No.held	of	shares	%	ofholding	share

A	Promoters'holding
1	Indian
	Individual	3710000	73.23	4910000	73.66
	Bodies	-	-	-	-
	corporate
	Sub-total	3710000	73.23	4910000	73.66
2	Foreignpromoters	-	-	-	-
	sub-total (A)	3710000	73.23	4910000	73.66
B	Nonpromoters'holding
1	Ins�tu�onalinvestors	-	-	-	-
2	Nonins�tu�on	-	-	-	-
	Privatecorporatebodies	114000	2.25	114000	1.71
	Directorsandrela�ves	-	-	-	-
	Indianpublic	1242000	24.52	1642000	24.63
	others(includingNRIs)	-	-	-	-
	Sub-total (B)	1356600	26.78	1756000	26.34
	GRANDTOTAL	5066000	100	6666000	100

Above shareholding pa�ern is based on the details as on 04thOctober, 2019.

r) Auditors' Cer�ficate;

The Auditors' Cer�ficate cer�fying that the issue is being made in accordance with the requirements of SEBI (ICDR)Regula�ons, shall be kept open for inspec�on by the Members at the Registered Office of the Company on all working days between 10.30AM to 1.00 PM upto14th November, 2019 being the date on which the above resolu�on shall be deemed to have been passed, if approved by therequisite majority.

s) Undertakings: In terms of SEBI (ICDR) Regula�ons, the Company hereby undertakes that:

i. It shall re-compute the price of the securi�es specified above in terms of theprovision of these Regula�ons where it is required to do so.

ii. If the amount payable on account of the re-computa�on of price is not paid within the �me s�pulated in these Regula�ons, the securi�esspecified above shall con�nue to be locked-in �ll the �me such amount is paid by theallo�ees.

t) Lock in period;

The Equity Shares being allo�ed shall be subject to a lock-in for such period as specified under applicable provisions of SEBI (ICDR) Regula�ons.

u) Neither the Company nor any of its Directors, KMP or promoters are wilful defaulters or Fugi�ve Economic Offender.
v) In accordance with the ICDR Regula�ons, all the Equity Shares held by the ProposedAllo�ees in the Company are in dematerializedform only;
w) No person belonging to thepromoters / promoter group have sold anyEquity Shares of the Company during the 6(Six) months preceding the Relevant Date;
x) Valua�on requirement is not applicable asthe securi�es are proposed to be issued forcash considera�on;

The Special Resolu�on, if passed, will have the effect of allowing the Board to offer, issue and allot Shares to the allotees. The Board recommends passing of the resolu�on contained above of the accompanying no�ce.

None of the Directors and Key Managerial Personnel (KMP) of the Companyand/or their rela�ves are concerned or interested, financially or otherwise, in the above resolu�on except Mr. Ni�n Jain and Mr. Bela Agrawal who are Directors of the Company and shall subscribe the preferen�al issue.

Date: 09th October, 2019	For Silgo Retail Limited
Place: Jaipur	Trip� Sharma
	(Company Secretary)

SILGO RETAIL LIMITED

CIN: [L36911RJ2016PLC049036] Regd. Off.: B-11, Mahalaxmi Nagar, Jawaharlal Nehru Marg, Jaipur-302017, Rajasthan Tel. No. [0141-4919655], E-mail ID: [[email protected]], Website: [www.silgo.in]

ATTENDANCE SLIP

Nameofthe Shareholder

Address


RegisteredFolio/DPID&Client ID
No.ofSharesheld

NameoftheProxy/Authorised
Representa�ve,ifany

I / We hereby record my / our presence at the 4th Annual General Mee�ng of the Company held on Thursday, 14th day of November, 2019 at 11:00 A.M. at B-11, Mahalaxmi Nagar, JLN Marg, Jaipur-302017 Rajasthan, India

__________________________________________________ Signature of Shareholder/ Proxy/ Authorised Representa�ve

Note: The Member/Proxy must bring this A�endance Slip to the Mee�ng, duly completed and signed, and hand over the same at the venue entrance.

Proxy Form FORM NO. MGT-11

[Pursuant to Sec�on 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administra�on) Rules, 2014]

Name of Company: SILGO RETAIL LIMITED CIN: L36911RJ2016PLC049036 Regd. Off.: B-11, Mahalaxmi Nagar, Jawaharlal Nehru Marg, Jaipur-302017, Rajasthan, India

NameoftheMember(s)
RegisteredAddress
E-mailID
FolioNo./DPID&Client ID

I / We, being the member (s) of ………………………………………....... shares of the above named company, hereby appoint:

1.	Name:	Address:
	E-mailId:	Signature:

Or failing him/her

2.	Name:	Address:
	E-mailId:	Signature: