Directors Report of Spencers Retail Ltd.

Mar 31, 2025

The Board of Directors ("Board") takes great pleasure in presenting the Eighth Annual Report on the business and operations
of the Company together with the Audited Financial Statements of the Company for the financial year ended March 31,
2025.

FINANCIAL HIGHLIGHTS

In compliance with the provisions of the Companies Act, 2013 ("Act") and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended from time to time, the
Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (''Ind AS'')
for the Financial Year 2024-25. The financial performance for the year ended March 31, 2025 is as follows:

Particulars	Standalone Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations and other Income	1,77,551.81	2,06,777.32	2,09,87246	2,37,062.71
Earnings before interest expenses, tax, depreciation and amortisation (EBITDA)	5,288.85	9.08	6,026.07	1,395.56
Finance costs	13,186 00	11,934 21	16,431 31	14,799 20
Depreciation and amortisation expense	10,580 67	9,256 96	14,256 00	13,246 91
Profit/(Loss) before tax	(18,477.82)	(21,182.09)	(24,661.24)	(26,650.55)
Tax expenses Profit/(Loss) after tax Other comprehensive income /(loss)	(1847782) 5799	(21,182 09) 79 38	(25 01) (24,636 23) 5949	(3545) (26,61510) 78 14
Total comprehensive loss for the year	(18,419.83)	(21,102.71)	(24,576.74)	(26,536.96)

RESULT OF OPERATIONS

While the past year presented its share of challenges, the Company has shown significant progress in key areas, reflecting
its strategic efforts and resilience.

On a consolidated basis, the Earnings before Interest Expenses, Tax, Depreciation, and Amortisation (EBITDA) for 2024-25
surged to '' 6,026.07 Lakhs from '' 1,395.56 Lakhs in 2023-24. Similarly, the standalone EBITDA saw a remarkable increase
to '' 5,288.85 Lakhs from just '' 9.08 Lakhs in the previous year. This dramatic improvement in EBITDA underscores the
effectiveness of the Company''s operational efficiencies and cost management initiatives.

Furthermore, the Company has made strides in narrowing losses. The consolidated Profit/(Loss) before tax decreased to
'' (24,661.24) Lakhs in 2024-25 from '' (26,650.55) Lakhs in the previous year, and the standalone Profit/(Loss) before tax
also improved to ''(18,477.82) Lakhs from '' (21,182.09) Lakhs. This positive trend in reducing the overall losses demonstrates
Company''s commitment to improving the financial health.

The financial results and the results of operations, including major developments have been further discussed in detail in the
Management Discussion and Analysis Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI Listing Regulations, a separate section on the Management Discussion and Analysis,
which presents a detailed review of operations, performance and future outlook of the Company, is annexed hereto forming
part of this Report as Annexure-A.

TRANSFER TO RESERVES

As there is no reportable profit for the financial year ended March 31, 2025, the Company has not transferred any amount
to the reserves.

DIVIDEND

In view of the accumulated losses, the Board of Directors of the Company do not recommend any dividend for the financial
year ended on March 31, 2025.

Dividend Distribution Policy of the Company, as required under the SEBI Listing Regulations has been uploaded on the
website of the Company and can be accessed at https://www.spencersretaii.com/investor

CORPORATE GOVERNANCE

In view of the Regulation 34 read with Schedule V of the SEBI Listing Regulations, a comprehensive Report on Corporate
Governance for the year under review is annexed as Annexure-B. This report outlines our commitment to sound governance
practices. Additional Shareholders Information is also annexed as Annexure-C providing further details relevant to the
sharehoiders.

A certificate from Mr. S.M. Gupta of M/s. S.M. Gupta & Co., Company Secretaries, confirming the compliance with the
conditions of Corporate Governance, as stipulated under the SEBI Listing Regulations, is annexed to the Corporate
Governance report.

The Company is deeply committed to long term value creation and protecting stakeholders'' interests by applying proper
care, skiii and diligence to its business decisions, adhering to SEBI Listing Regulations and striving to implement the best
practices in Corporate Governance, both in ietter and spirit.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return as on March 31, 2025 is available on the website of the Company and can
be accessed at https://www.spencersretaii.com/investor

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Re-appointment of Director

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with Article 100 of the Company''s
Articles of Association, Mr. Shashwat Goenka, our esteemed Chairman, is due to retire by rotation at the upcoming Eighth
Annual General Meeting. Having demonstrated strong leadership and commitment, Mr. Goenka, being eligible, has offered
himseif for re-appointment. The Board of Directors, acting upon the unanimous recommendation of the Nomination and
Remuneration Committee (NRC), highly endorses his re-appointment, believing his continued guidance is vital for the
Company''s strategic direction and sustained growth.

Change in Directors

Mr. Rahui Nayak has, for personal reasons and to pursue opportunities outside the Company, stepped down from his
position as Whoie-time Director and as a Director of the Company, effective May 18, 2024. The Board extends its sincere
appreciation to Mr. Nayak for his vaiuabie contributions during his tenure. Aii necessary disciosures regarding this change
have been duiy fiied with the Stock Exchanges where the Company''s shares are iisted, in compiiance with reguiatory
requirements.

Director''s Qualifications and Independence

The Board is confident that aii its directors coiiectiveiy possess the requisite quaiifications, diverse experience, and speciaiised
expertise essentiai for effective governance and oversight. They consistentiy uphoid the highest standards of integrity.
Furthermore, aii the Independent Directors have confirmed that they met the criteria for independence as prescribed
under the Companies Act, 2013, and the SEBI (Listing Obiigations and Disciosure Requirements) Reguiations, 2015 and the
Company has received formai disciosures and deciarations from each Independent Director confirming their continued
independence. In compiiance with Section 150 of the Act, read with Ruie 6 of the Companies (Appointment and Quaiification
of Directors) Ruies, 2014, as amended, aii the Independent Directors have successfuiiy registered their names in the data
bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Board Skills and Competencies

A detaiied overview of the key skiiis, expertise, and core competencies represented on the Board of Directors is
comprehensiveiy provided in the Report on Corporate Governance, which forms an integrai part of this annuai report. The
section highiights the diverse capabiiities that underpin of the Board''s strategic decision-making.

Pecuniary Relationships

During the fiscal year under review, the Non-Executive Directors of the Company maintained an arm''s length relationship
and had no pecuniary relationship or transactions with the Company, apart from the sitting fees received for attending
Board and Committee meetings, as approved and disclosed.

Change in Key Managerial Personnel (KMP)

During the year under review, Mr. Sandeep Kumar Banka was appointed as the Chief Financial Officer of the Company with
effect from April 18, 2024 in place of Mr. Neelesh Bothra, who stepped down from the position of Chief Financial Officer
with effect from January 20, 2024 due to his personal reasons.

Additionally, Mr. Navin Kumar Rathi was appointed as the Company Secretary & Compliance Officer of the Company with
effect from August 1, 2024 in place of Mr. Vikash Kumar Agarwal, Company Secretary of the Company, who resigned due
to his personal reasons on July 31, 2024 (at the close of the business hours).

All the necessary disclosures have been filed with the Stock Exchanges, wherein the shares of the Company are listed.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the year under review, five Board meetings were held, the details of which are given in the Corporate Governance
Report which forms part of this Report. The intervening gap between the meetings was within the period prescribed under
the Act and Regulation 17 of the SEBI Listing Regulations.

SHARE CAPITAL

During the year under review, there was no change in the authorised, issued, subscribed and paid up equity share capital
of the Company.

The equity shares of the Company are listed and actively traded on BSE Limited (''BSE'') and on National Stock Exchange of
India Limited (''NSE''). The Company has paid the requisite annual listing fees to the Stock Exchanges for the financial year
2025-26 ensuring continued compliance and accessibility for the shareholders.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from Public/Members under Section 73 of
the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and no such amount of Principal or interest was
outstanding as on the date of the Balance Sheet.

STATUTORY AUDITORS AND AUDITORS'' REPORT

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005), have served as the Company''s
Statutory Auditors since their appointment at the Third Annual General Meeting (AGM) on August 3, 2020. Their current term
concludes with the upcoming Eighth AGM.

In accordance with Section 139 of the Companies Act, 2013, read with Rules 3 to 6 of the Companies (Audit and Auditors)
Rules, 2014, M/s. S.R. Batliboi & Co. LLP are eligible for re-appointment for a second consecutive term of five years. This
potential new term would commence from the conclusion of the ensuing Eighth AGM and extend until the conclusion of
the Thirteenth AGM, anticipated in the year 2030.

The Audit Committee and the Board of Directors are scheduled to review the performance of M/s. S.R. Batliboi & Co.
LLP and make a decision regarding their re-appointment in the upcoming 1^st quarter Audit and Board Meeting. Their
recommendation, if positive, will then be presented to the members for approval at the upcoming Eighth AGM. The
Board values their consistent and commendable services, believing their continued association as our Auditors would be
beneficial to the Company, its members and all stakeholders. Should the Audit Committee and Board recommend their
re-appointment, a resolution seeking your approval for both the appointment and remuneration of M/s. S.R. Batliboi & Co.
LLP will be included in the Notice convening the Eighth AGM.

The Auditors'' Report on the Company''s Financial Statements for the year under review is clear and unqualified, containing
no qualifications, reservations, adverse remarks, or disclaimers. Additionally, the Auditors have not reported any fraud
to the Audit Committee or the Board. The Notes to the financial statements, as referred to in the Auditors'' Report, are
comprehensive and require no further comments from our end.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
Secretarial Audit

The Board had appointed Mr. S.M Gupta of M/s. S. M. Gupta & Co., Company Secretaries, as the Secretarial Auditor of the
Company to conduct Secretarial Audit for the financial year 2024-25.

The Secretarial Audit, covering the secretarial and related records, has been completed, and a copy of the Secretarial Audit
Report is annexed to this Board''s Report as Annexure-D. Additionally, the Secretarial Audit Report for our material unlisted
subsidiary, Natures Basket Limited, is also attached as Annexure-D1. None of these Secretarial Audit Reports contain any
qualifications, reservations, adverse remarks, or disclaimers and neither have reported any instance of fraud committed by
the Company''s officers or employees.

Appointment of Secretarial Auditors

In compliance with Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015, read with SEBI Circular SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31,
2024, which is effective from April 1, 2025, all listed Companies are required to appoint or re-appoint Secretarial Auditor for
a term of 5 (five) consecutive years, subject to shareholders approval at the Annual General Meeting.

In view of the above, the Board, as recommended by the Audit Committee, has approved the appointment of M/s. Manoj
Shaw & Co. (Firm Registration No. S2009WB111800 and COP No. 4194), Company Secretaries, as the Secretarial Auditors
of the Company for a term of five consecutive years commencing from the conclusion of the ensuing Eighth Annual
General Meeting of Company till the conclusion of the Thirteenth Annual General Meeting of the Company to be held in
the year 2030, to conduct secretarial audit of the Company from the F.Y.2025-26 till FY.2029-30, subject to the approval of
the members of the Company at the ensuing Annual General Meeting. M/s. Manoj Shaw & Co., Company Secretaries, have
given their consent for the said appointment.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India and notified by the Ministry of Corporate Affairs, Govt. of India, relating to Meetings of the
Board of Directors and General Meeting(s).

RELATED-PARTY TRANSACTIONS

During the Financial year 2024-25, all contracts/arrangements/transactions between the Company with its related parties
were in strict compliance with the Act and the SEBI Listing Regulations. Each of these transactions was conducted in the
ordinary course of business and at an arm''s length basis and all were approved by the Audit Committee.

During the year, the Company did not entered into any contract, arrangement, or transaction with related parties that could
have potential conflict with the interests of the Company or be considered materially significant. Therefore, the disclosure
of Related Party Transactions (RPT) in Form AOC-2 as required under Section 134(3)(h) of the Act is not applicable to the
Company for the financial year 2024-25.

The revised Policy on materiality of RPT and on dealing with RPT incorporating the amendment(s) issued by the SEBI from
time to time, duly approved by the Board of Directors is uploaded on the Company''s website and can be accessed at
https://www.spencersretaii.com/investor.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year under review, the Company has complied with the provisions of Section 186 of the Act, with regard
to ioans given, investments made and guarantee/comfort provided etc. and detaiis thereof are given in the notes to the
financiai statements.

COMMITTEES OF THE BOARD

The Board has constituted following statutory Committees in accordance with the requirements of the Act and SEBI Listing
Regulations:

1) Audit Committee (''AC'')

2) Nomination and Remuneration Committee (''NRC'')

3) Stakeholders'' Relationship Committee (''SRC'')

4) Corporate Social Responsibility Committee (''CSR'')

5) Risk Management Committee (''RMC'')

Details of the composition, terms of reference and number of meetings held for respective committees are given in the
Report on Corporate Governance.

The various Committees of the Board focus on specific areas and make informed decisions in accordance with the relevant
regulatory requirements and terms of reference.

CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct applicable to the Directors and Senior Management
Personnel and the same can be accessed at https://www.spencersretaii.com/investor.

All Directors and senior management personnel have affirmed compliance with the Code of Conduct and Ethics for
Directors and Senior Management.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Act, your Directors, to the best of their knowledge and belief, confirm that:

a) in the preparation of the financial statements for the financial year ended March 31, 2025, the applicable Indian
accounting standards have been followed along with proper explanation relating to material departures, if any;

b) appropriate accounting policies have been selected and applied consistently and judgements and estimates have been
made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the loss of the Company for the period;

c) proper and sufficient care has been taken for the maintenance of accounting records in accordance with the provisions
of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities
and during the year under review, neither the statutory auditors nor the secretarial auditors reported to the Audit
Committee of the Board, any instances of fraud committed against the Company by its officers or employees;

d) the annual account have been prepared on a going concern basis;

e) internai financiai controis iaid down by the directors have been foiiowed by the Company and that such internai
financial controls were adequate and operating effectively; and

f) proper systems to ensure compliance with the provisions of aii applicable laws were in place and were adequate and
operating effectively.

BOARD EVALUATION

In order to ensure that the Board and Board Committees are functioning effectiveiy and to compiy with the statutory
requirements, the annual performance evaluation of the Board, Board Committees of the Board and Individual Directors
were conducted during the year. The evaiuation was carried out based on the criterion and framework approved by the
Nomination and Remuneration Committee. A detailed disclosure on the parameters and the process of Board evaluation as
weii as the outcome has been provided in the Report on Corporate Governance.

INDEPENDENT DIRECTORS MEETING

The Independent Directors of the Company met on January 16, 2025, without the attendance of Non-Independent Directors
and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors,
the Committees of the Board and the Board as a whole along with the performance of the Chairman of the Company
and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is
necessary for the Board to effectively and reasonably perform their duties.

CRITERIA ON BOARD DIVERSITY AND DIRECTOR ATTRIBUTES AND REMUNERATION POLICY FOR DIRECTORS, KEY
MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company believes a diverse Board is crucial for its success. A truly diverse Board brings together a wide range of
perspectives, industry experience, knowledge, and skills, covering critical areas like finance, global business, leadership,
and technology. By leveraging these varied backgrounds, the Company enhances its competitive advantage and foster
innovation.

In accordance with Section 178(3) of the Act, and Regulation 19 read with Part D of Schedule II to the SEBI Listing Regulations,
the Nomination and Remuneration Committee (NRC) is authorised to determine the qualifications, positive attributes, and
independence of a Director. More detailed information on the approach to Board diversity can be found in the Corporate
Governance Report, which is an integral part of this document.

The NRC is also responsible for recommending to the Board a comprehensive policy related to the remuneration of
Directors, Key Managerial Personnel, and other employees. We affirm that the remuneration paid to the directors is as per
the terms laid out in the Nomination and Remuneration Policy of the Company.

The Company has devised inter-aiia the Remuneration Policy and the same can be accessed on the Company''s website at
https://www.spencersretaii.com/investor.

RISK MANAGEMENT

Your Board has established a dedicated Risk Management Committee to develop, implement, and continuously monitor the
Company''s risk management pian. This Committee is tasked with assisting the Board by:

• Overseeing, monitoring, and reviewing the risk management plan to ensure its effectiveness.

• Identifying and assessing aii material risks, encompassing strategic, commercial (including cybersecurity), safety,
operationai, compiiance, controi, and financiai aspects.

• Ensuring adequate risk mitigation strategies are in piace to address these identified risks.

The Audit Committee also provides additional oversight specifically in the area of financial risks and controls. We systematically
address major risks identified across our businesses and functions through ongoing mitigation actions.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act and the Rules made thereunder, the Company has formulated a Corporate Social
Responsibility Policy, a brief outline of which along with the required disclosures are annexed as Annexure-E as a part of this
Report. No amount was required to be spent by the Company on CSR activities during the financial year as the Company
had incurred continuous iosses in the past.

The aforesaid CSR Policy has also been uploaded on the Company''s website and may be accessed at http://www.
spencersretaii.com/investor.

VIGIL MECHANISM/WHISTLEBLOWER POLICY

Pursuant to the guidelines laid down under Section 177 of the Act, and the Rules made thereunder read with the SEBI
Listing Regulations, the Company has a Whistleblower Policy (Vigii Mechanism) in place for reporting any actual or potential
concerns pertaining to any instances of irregularity, unethical practice and/or misconduct. The Vigii Mechanism provides a
mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company through
Company Secretary, for redressai of any irregularity, unethical practice and/or misconduct. No person has been denied
access to the Chairman of the Audit Committee and there was no such reporting taken place during the financial year
2024-25.

The Company is committed to adhere to the highest standards of ethicai, morai and iegai conduct of business operations.
The Whistle Blower Policy has also been hosted on the Company''s website and may be accessed at https://www.
spencersretaii.com/investor.

ANTI-SEXUAL HARASSMENT POLICY

The Company is deepiy committed to provide a safe and conducive work piace and environment to aii its empioyees
and associates and has zero toierance towards sexuai harassment at work piace. The Company has a robust poiicy on

Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressai) Act, 2013. The Company has constituted an Internal Committee(s) (''ICs'')
to redress and resolve any complaints arising under the Prevention of Sexual Harassment Act (POSH). Training/awareness
programmes are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

Details of complaints received/disposed during the Financial Year 2024-25 are provided in the Report on Corporate
Governance.

SUBSIDIARIES

As on March 31, 2025, the Company has two wholly-owned subsidiaries, Natures Basket Limited (NBL) and Omnipresent
Retail India Private Limited (ORIPL). Natures Basket Limited is the material subsidiary of the Company. During the year, the
Board of Directors reviewed the affairs of the subsidiaries from time to time.

In terms of the provisions of Regulation 24(1) of the SEBI Listing Regulations, appointment of Independent Director of the
Company on the Board of material subsidiaries is not applicable to NBL.

The Company has formulated a Policy for determining material subsidiaries. The Policy is available on the Company''s
website and can be accessed at https://www.spencersretaii.com/investor.

In accordance with Section 129(3) of the Act, the Company has prepared consolidated financial statements for the Company
and its subsidiaries in the form and manner which is in compliance with the applicable Indian Accounting Standards and
the SEBI Listing Regulations and the same has been audited by M/s. S. R. Batiiboi & Co. LLP, Chartered Accountants, the
Statutory Auditors of the Company.

The consolidated financial statements for the financial year 2024-25 forms a part of this Annual Report and shaii be laid
before the Members of the Company at the ensuing AGM while laying its standalone financial statements. Further, the
Auditors Reports of subsidiaries do not contain any quaiifications, remarks or disciaimer. Pursuant to the provisions of
Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient
features of the Financial Statements of the Company''s subsidiaries in Form AOC-1 is attached to the consolidated Financial
Statements of the Company.

Furthermore, pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, consolidated
Financial Statements along with relevant documents and separate Audited Financial Statements in respect of subsidiaries are
available on the website of the Company at https://www.spencersretaii.com/investor. Shareholders desirous of obtaining
the Audited Financiai Statements of the Company''s Subsidiaries may obtain by requesting the same.

COST RECORDS

The provisions of Section 148 of the Act pertaining to cost audit and maintenance of cost records are not applicable to the
Company.

EMPLOYEE STOCK OPTION

The Company has formulated Spencer''s Retail Limited Employee Stock Option Plan 2019 (''ESOP Scheme'') for the benefit of
its employees as per applicable regulations of Securities and Exchange Board of India as amended from time to time and the
said scheme is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as applicable.
The purpose of the above ESOP Scheme is to provide the employees with an additional incentive in the form of options to
receive the equity shares of the Company at a future date.

The Company aims to reward employees of the Company for their continuous hard work, dedication and support through
ESOP The main objective of the ESOP Scheme is to recognise employees who are performing weii, a certain minimum
opportunity to gain from the Company''s performance thereby acting as a retention tooi and to attract best taient avaiiabie
in the market.

1,20,000 options are avaiiabie for grant tiii date under the Empioyee Stock Option (ESOP), 2019 Scheme and shaii be
impiemented through a trust viz. Spencer''s Empioyee Benefit Trust ("Trust") in accordance with the provisions of SEBI (Share
Based Empioyee Benefits and Sweat Equity) Reguiations, 2021.

Details with respect to employee stock options under the ESOP Scheme as on March 31, 2025 are provided in the table
below:

Sl. No.	Particulars	Number of Equity Shares/Options
1	Total number of options outstanding at the beginning of the year	NIL
2.	Total number of options granted under ESOP Scheme during the year	NIL
3.	Options vested during the year	NIL
4.	Options exercised during the year	NIL
5.	Options lapsed or forfeited during the year	NIL
6.	Total number of options outstanding at the end of the year	NIL

A certificate from M/s. S.M Gupta & Co, Secretarial Auditor of the Company, with respect to the implementation of the
Company''s Employee Stock Option Scheme(s), would be kept at the ensuing Annual General Meeting of the Company for
inspection of the Members.

MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company that have occurred
between the close of the financial year ended on March 31, 2025 and the date of this Board''s Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATORS. COURTS AND TRIBUNALS

No significant and material order has been passed by any Regulator(s), Court(s) and Tribunal(s) impacting the going concern
status and the Company''s operations in future.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE.
2016 (IBC)

There were no proceedings, initiated either by the Company or against the Company, pending under the Insolvency and
Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or any other court during the financial
year 2024-2025.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business of the Company.

INTERNAL FINANCIAL CONTROL (IFC) AND THEIR ADEQUACY

The Company maintains adequate internal control systems, policies and procedures for ensuring orderly and efficient
conduct of the business, including adherence to the Company''s policies, safeguard of its assets, prevention and detection
of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial
disclosures in all areas of its operations. The services of internal and external auditors are sought from time to time. The
Company believes that it has sound internal control systems commensurate with the nature and size of its business. The
Company continuously upgrades these systems in line with best-in-class practices.

The reports and deviations are regularly discussed with the Management and actions are taken, whenever necessary. The
Audit Committee of the Board periodically reviews the adequacy of the internal control systems.

CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Act, read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is annexed hereto and forms part of this Report as Annexure-F.

PARTICULARS OF EMPLOYEES

As required under the provisions of Section 197 of the Act and Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, particulars of the concerned employees form a part of this Report.
However, as per the provisions of Section 136(1) of the Act, the Annual Report and Financial Statements are being sent to
all the members of the Company excluding the aforesaid information. The said statement is also available for inspection
by the shareholders at the Registered Office of the Company during business hours on working days of the Company. Any
member interested in obtaining a copy of the same may write to the Company Secretary of the Company through email
at [email protected]. The same will be replied by the Company suitably. None of the employees listed in the said
Annexure are related to any Director of the Company.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto and forms part
of this Report as Annexure-G.

INDUSTRIAL RELATIONS

Industrial relations in the Company continued to be cordial during the year. A detailed section on the Company''s Human
Resource initiatives is forming part of the Management Discussion & Analysis annexed to this Report.

INTEGRATED REPORT

The Company has voluntarily provided Integrated Report, which encompasses both financial and non-financial information
to enable the Members to take well-informed decisions and have a better understanding of the Company''s long-term
perspective. The Report also touches upon aspects such as organisation''s strategy, governance framework, performance
and prospects of value creation based on the six forms of capital viz. financial capital, intellectual capital, manufactured
capital, human capital, social and relationship capital and natural capital.

GREEN INITIATIVES

Pursuant to the relevant circulars issued by Ministry of Corporate Affairs (MCA), Government of India and Securities &
Exchange Board of India (SEBI), Notice of the Eighth Annual General Meeting and Annual Report of the Company for the
financial year 2024-25, are being sent to the Members only by email.

The Company supports the ''Green Initiative'' undertaken by the MCA, enabling electronic delivery of documents including
Annual Report etc. to Members at their e-mail address already registered with the Depository Participants ("DPs") and
Registrar and Transfer Agent ("RTA"). Additionally, the Company conducts various meetings by means of electronic mode in
order to ensure the reduction of carbon footprint.

In view of the above, shareholders who have not yet registered their email addresses are requested to register the same
with their DPs/the Company''s RTA for receiving all communications, including Annual Report, Notices, Circulars etc. from
the Company electronically.

ACKNOWLEDGEMENTS

Your Directors would like to acknowledge and extend their sincere appreciation to the shareholders, bankers, vendors,
regulatory authorities, customers for their unwavering support during the year under review. Your Directors also recognise
and commend the dedication and hard work of all the employees of the Company, whose continued efforts have been
instrumental in driving its success and growth.

On behalf of the Board of Directors
Mr. Shashwat Goenka

Place: Kolkata Chairman

Date: May 15, 2025 DIN 03486121

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Mar 31, 2024

The Board of Directors ("Board") takes great pleasure in presenting the Seventh Annual Report on the business and operations of the Company together with the Audited Financial Statements of the Company for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

In compliance with the provisions of the Companies Act, 2013 ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended from time to time, the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (''Ind AS'') for the Financial Year 2023-24. The financial performance for the year ended March 31, 2024 is as follows:

('' in Lakhs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations and other Income	2,06,777.32	2,21,015.64	2,37,062.71	2,48,516.15
Earnings before interest expenses, tax, depreciation and amortisation (EBITDA)	9.08	3,434.01	1,395.56	3,615.49
Finance costs	11,934.21	9,070.16	14,799.20	11,521.46
Depreciation and amortisation expense	9,256.96	9,687.32	13,246.91	13,172.84
Profit/(Loss) before tax	(21,182 09)	(15,32347)	(26,650 55)	(21,078 81)
Tax expenses	-	-	(3545)	(3913)
Profit/(Loss) after tax	(21,182 09)	(15,32347)	(26,615 10)	(21,039 68)
Other comprehensive income /(loss)	79 38	(197 90)	78 14	(199 67)
Total comprehensive loss for the year	(21,102.71)	(15,521.37)	(26,536.96)	(21,239.35)

The financial results and the results of operations, including major developments have been further discussed in detail in the Management Discussion and Analysis Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with Regulation 34 of the SEBI Listing Regulations, a separate section on the Management Discussion and Analysis, which includes details review of operations, performance and future outlook of the Company, is annexed hereto and forming part of this Report as Annexure-A.

DIVIDEND

In view of the accumulated losses, the Board of Directors of the Company do not recommend any dividend for the financial year ended on March 31, 2024.

Dividend Distribution Policy of the Company, as required under the SEBI Listing Regulations has been uploaded on the website of the Company and can be accessed at http://www.spencersretaii.com/investor

CORPORATE GOVERNANCE

The Company is committed to focus on long term value creation and protecting stakeholders'' interest by applying proper care, skiii and diiigence to business decisions and adhering to the SEBI Listing Reguiations and to foiiow and impiement best practices in Corporate Governance in letter and spirit.

In compliance with Regulation 34 read with Schedule V of the SEBI Listing Regulations, a Report on Corporate Governance for the year under review is annexed as Annexure-B aiongwith Additional Shareholders Information as Annexure-C to this Report.

A certificate from Mr. S.M. Gupta of M/s. S.M. Gupta & Co., Company Secretaries, the Secretarial Auditors of the Company confirming the compliance with the conditions of Corporate Governance, as stipulated under the SEBI Listing Regulations, is annexed to the Corporate Governance report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2024 is available on the website of the Company and can be accessed at http://www.spencersretaii.com/investor

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As a part of succession planning and since Mr. Shashwat Goenka is overseeing business operations of the Company, Dr. Sanjiv Goenka (DIN: 00074796) stepped down from the position of Chairman and Director of the Company with effect from close of business hours on May 22, 2023. Consequently, the Board of Directors at its meeting held on May 22, 2023 has unanimously approved the appointment of Mr. Shashwat Goenka as the Chairman of the Company w.e.f. May 23, 2023.

In terms of the provisions of Section 152 of the Act read with Article 100 of the Articles of Association of the Company, Mr. Anuj Singh (DIN: 09547776), Director of the Company, will retire by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee (NRC), has recommended his re-appointment.

During the year, Mr. Debanjan Mandal (DIN: 00469622) has been re-appointed as an Independent Director of the Company, not liable to retire by rotation, for a second term of five years, from February 11, 2024 to February 10, 2029. The NRC of the Company had evaluated the performance of Mr. Debanjan Mandal and found it to be satisfactory and in view of his performance and based on the recommendation of NRC and Board, members of the Company has approved the said reappointment on March 10, 2024 through Postal Ballot / E-Voting.

Further, Mr. Rahul Nayak has stepped down from the position of Whole-time Director as well as from the directorship of the Company w.e.f. May 18, 2024 due to his personal reasons and to pursue his career outside the Company. Necessary disclosures as required under Regulation 30 of SEBI Listing Regulations were made to the Stock Exchanges where the shares of the Company are listed in this regard.

In the opinion of the Board, all the directors possess the requisite qualifications, experience and expertise and hold high standards of integrity. All the Independent Directors are exempt from the requirement of passing the proficiency test. The Company has received necessary disclosures/declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and the SEBI Listing Regulations. In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

The list of key skills, expertise and core competencies of the Board are provided in the Report on Corporate Governance forming part of this report.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees received by them.

Change in Key Managerial Personnel (KMP)

Mr. Neelesh Bothra, Chief Financial Officer of the Company stepped down from the position of Chief Financial Officer and KMP of the Company due to his personal reasons and was relieved from the services w.e.f January 20, 2024 (after the closing of the business hours). Mr. Sandeep Kumar Banka was appointed as the Chief Financial Officer of the Company with effect from April 18, 2024. Necessary disclosures have been filed with the Stock Exchanges, wherein the shares of the Company are listed in this regard.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the year under review, four Board meetings were held, the details of which are given in the Corporate Governance Report which forms part of this Report.

SHARE CAPITAL

During the year under review there has been no change in the authorised, issued, subscribed and paid up equity share capital of the Company.

The equity shares of the Company are continued to be listed on BSE Limited (''BSE'') and on National Stock Exchange of India Limited (''NSE''). The Company has paid the requisite listing fees to the Stock Exchanges for the financial year 2024-25.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from Public / Members under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and no such amount of Principal or interest was outstanding as on the date of the Financial Statements.

STATUTORY AUDITORS AND AUDITORS'' REPORT

As per the requirement of Section 139(2) of the Act, M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E / E300005), were appointed as the Statutory Auditors of the Company for a term of five consecutive years at the third Annual General Meeting of the Company.

The Auditors'' Report on the Financial Statements of the Company for the year under review does not contain any qualification(s), reservation(s) or adverse remark(s). No fraud has been reported by the Auditors to the Audit Committee of the Company or to the Board. The Notes to Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

The Board had appointed Mr. S.M Gupta of M/s. S. M. Gupta & Co., Company Secretaries, as the Secretarial Auditors of your Company to conduct Secretarial Audit of the Company for the financial year 2023-24.

Secretarial audit of secretarial and related records of the Company were conducted by the aforesaid Secretarial Auditors and a copy of the Secretarial Audit Report is annexed to this Report as Annexure-D. Secretarial Audit Report of Natures Basket Limited, the material unlisted subsidiary of the Company, is also attached to the Report as Annexure-Dl.

None of the above Secretarial Audit Reports contain any qualification(s), reservation(s) or adverse remark(s).

SECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, Govt. of India, relating to Meetings of the Board of Directors and General Meeting(s).

RELATED-PARTY TRANSACTIONS

All contracts / arrangements / transactions entered into by the Company with related parties during the financial year were in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. All such contracts or arrangements were executed in the ordinary course of business and at an arm''s length basis and pre-approved by the Audit Committee of the Board. During the year, the Company had not entered into any contract / arrangement / transaction with any related party having potential conflict with the interests of the Company and which could be considered materially significant. Hence, the disclosure of Related Party Transactions (RPT) (in Form AOC-2) as required under Section 134(3)(h) of the Act is not applicable to the Company for the financial year 2023-24.

The Policy on materiality of RPT and on dealing with RPT as approved by the Board, is available on the Company''s website and can be accessed at http://www.spencersretail.com/investor.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year under review, the Company has complied with the provisions of Section 186 of the Act, with respect to loans given, investments made and guarantee/comfort provided etc. and details thereof are given in the notes to the financial statements.

COMMITTEES OF THE BOARD

The Board has constituted following statutory Committees according to their respective roles and defined scope:

1) Audit Committee,

2) Nomination and Remuneration Committee,

3) Stakeholders'' Relationship Committee,

4) Corporate Social Responsibility Committee

5) Risk Management Committee

Details of the composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance.

The various Committees of the Board focus on specific areas and make informed decisions in accordance with the relevant regulatory requirements and terms of reference.

CODE OF CONDUCT

The Company has adopted a Code of Conduct for its Directors and senior management personnel and the same can be accessed at http://www.spencersretaii.com/investor.

All Directors and senior management personnel have affirmed compliances with the Code of Conduct and Ethics for Directors and Senior Management.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Sections 134 (3)(c) and 134(5) of the Act, your Directors, to the best of their knowledge and belief, confirm that:

a) i n the preparation of the accounts for the financial year ended March 31, 2024, the applicable Indian accounting standards have been followed along with proper explanation relating to material departures, if any;

b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the period;

c) proper and sufficient care has been taken for the maintenance of accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and during the year under review, neither the statutory auditors nor the secretarial auditors reported to the Audit Committee of the Board, any instances of fraud committed against the Company by its officers or employees.

d) the annual account have been prepared on a going concern basis;

e) i nternai financiai controis iaid down by the directors have been foiiowed by the Company and that such internai financial controls were adequate and operating effectively and;

f) proper systems to ensure compliance with the provisions of aii applicable laws were in place and were adequate and operating effectively.

BOARD EVALUATION

In order to ensure that the Board and Board Committees are functioning effectiveiy and to compiy with the statutory requirements, the annuai performance evaiuation of the Board, Board Committees and Individuai directors were conducted during the year. The evaluation was carried out based on the criterion and framework approved by the NRC. A detailed disclosure on the parameters and the process of Board evaluation as weii as the outcome has been provided in the Report on Corporate Governance.

INDEPENDENT DIRECTORS MEETING

The Independent Directors of your Company met on February 1, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees of the Board and the Board as a whole aiongwith the performance of the Chairman of the Company and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

CRITERIA ON BOARD DIVERSITY AND DIRECTOR ATTRIBUTES AND REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company recognises the importance of a diverse Board in its success and beiieve that a truiy diverse Board wiii leverage differences in thought, perspective, industry experience, knowledge and skills including expertise in financial, giobai business, ieadership, technoiogy, and other domains, wiii ensure that Company retains its competitive advantage.

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the SEBI Listing Regulations, NRC is authorised / empowered for determining qualification, positive attributes and independence of a Director. Additional details on Board diversity are available in the Corporate Governance that forms part of this Report. The NRC is also empowered for recommending to the Board, a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. The Company has devised inter-aiia the Remuneration Policy and the same can be accessed on the Company''s website at https://www.spencersretaii.com/investor

RISK MANAGEMENT

Your Board has formed a Risk Management Committee to frame, implement and monitor the risk management plan of the Company. The Committee has been entrusted with the responsibility to assist the Board in a) overseeing, monitor and review the risk management plan and ensuring its effectiveness. b) ensuring that all material Strategic and Commercial including Cybersecurity, Safety and Operations, Compliance, Control and Financial risks have been identified and assessed and c) ensuring that all adequate risk mitigations are in place, to address these risks. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act and the Rules made thereunder, the Company has formulated a Corporate Social Responsibility Policy, a brief outline of which along with the required disclosures are annexed as Annexure-E as a part of this Report. No amount was required to be spent by the Company on CSR activities as per Section 135 of the Act during the financial year as the Company had incurred continuous losses in the past.

The aforesaid CSR Policy has also been uploaded on the Company''s website and may be accessed at http://www. spencersretail.com/investor.

VIGIL MECHANISM / WHISTLEBLOWER POLICY

Pursuant to the guidelines laid down under Section 177 of the Act, and the Rules made thereunder read with the SEBI Listing Regulations, the Company has a Whistleblower Policy (Vigil Mechanism) in place for reporting any actual or potential concerns pertaining to any instances of irregularity, unethical practice and / or misconduct. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company through Company Secretary, for redressal of any irregularity, unethical practice and/or misconduct. No person has been denied access to the Chairman of the Audit Committee and there was no such reporting during the financial year 2023-24.

The aforesaid CSR Policy has also been uploaded on the Company''s website and may be accessed at https://www. spencersretail.com/investor.

ANTI-SEXUAL HARASSMENT POLICY

The Company is committed to provide a safe and conducive work environment to all its employees and associates and has zero tolerance towards sexual harassment at work place. The Company has a policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Adequate workshops and awareness programmes against sexual harassment are conducted across the organisation. The Company has constituted an Internal Committee(s) (ICs) to redress and resolve any complaints arising under the Prevention of Sexual Harassment Act (POSH). Training / awareness programmes are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

Details of complaints received / disposed during the Financial Year 2023-24 are provided in the Report on Corporate Governance. Further there was no complaint pending as on March 31, 2024.

SUBSIDIARIES

As on March 31, 2024, the Company has two wholly-owned subsidiaries, Natures Basket Limited (NBL) and Omnipresent Retail India Private Limited (ORIPL). Natures Basket Limited is the material subsidiary of the Company.

In terms of the provisions of Regulation 24(1) of the SEBI Listing Regulations, appointment of Independent Director of the Company on the Board of material Subsidiaries is not applicable to NBL.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company''s website and can be accessed at https://www.spencersretail.com/investor.

The Company has prepared consolidated financial statements for the Company and its Subsidiaries in the form and manner which is in compliance with the applicable Indian Accounting Standards and the SEBI Listing Regulations and the same has been audited by M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company.

The consolidated financial statements for the financial year 2023-24 forms a part of the Annual Report and shall be laid before the Members of the Company at the ensuing AGM while laying its standalone financial statements. Further, the Auditors Reports of Subsidiaries do not contain any qualifications, remarks or disclaimer. Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient

features of the Financial Statements of the Company''s Subsidiaries in Form AOC-1 is attached to the consolidated Financial Statements of the Company.

Furthermore, pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, consolidated Financial Statements along with relevant documents and separate Audited Financial Statements in respect of subsidiaries are available on the website of the Company at https://www.spencersretaii.com/investor. Shareholders desirous of obtaining the Audited Financial Statements of the Company''s Subsidiaries may obtain by requesting the same.

COST RECORDS

The provisions of Section 148 of the Act pertaining to cost audit and maintenance of cost records are not applicable to the Company.

EMPLOYEE STOCK OPTION

Your Company has formulated Spencer''s Retail Limited Employee Stock Option Plan 2019 (''ESOP Scheme'') for benefit of its employees as per applicable regulations of Securities and Exchange Board of India (SEBI) as amended from time to time and the said schemes are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as appiicabie.

The purpose of above ESOP Scheme is to provide the employees with an additional incentive in the form of options to receive the equity shares of the Company at a future date.

The Company aims to reward its employees for their continuous hard work, dedication and support through ESOP The main objective of the ESOP Scheme is to recognise employees who are performing weii, a certain minimum opportunity to gain from your Company''s performance thereby acting as a retention tool and to attract best talent available in the market. 1,20,000 options have been granted tiii date under the Employee Stock Option (ESOP), 2019 Scheme and is being implemented through a trust viz. Spencer''s Employee Benefit Trust ("Trust") in accordance with the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and involves the secondary market acquisition of the Company''s equity shares by the Trust through the Stock Exchanges.

Details with respect to employee stock options under the ESOP Scheme as on March 31, 2024 are provided in the table beiow:

Sl. No.	Particulars	Number of Equity Shares / Options
1	Total number of options outstanding at the beginning of the year	NIL
2.	Total number of options granted under ESOP Scheme during the Year	NIL
3.	Options vested during the year	NIL
4.	Options exercised during the year	NIL
5.	Options lapsed or forfeited during the year	NIL
6.	Total number of options outstanding at the end of the year	NIL

A certificate from M/s. S.M Gupta & Co, Secretarial Auditors of the Company, with respect to the implementation of the Company''s Employee Stock Option Scheme(s), would be kept at the ensuing Annual General Meeting of the Company for inspection of the Members.

AWARDS AND RECOGNITIONS

The Company has been a proud recipient of numerous awards and recognitions during the financiai year 2023-24. The significant ones among them are iisted hereunder:

1. Award was given to Spencer''s Retail in the Retailers Brand Category recognising its efforts in curating unique and high quality Private Brands fostering Health, driving Innovation and Excellence in the Contract Manufacturing and Private Labei sector.

2. "Images Excellence Award for Quick Commerce Execution" under "Coca Coia Golden Spoon Awards 2023".

3. "Modern Trade Partnership Award, 2023" under "Catch Spice Icon".

4. "Global Marketing Excellence Awards" held on November 23, 2023 at Taj Lands End, Mumbai.

5. Direct Marketing campaign of the Year" award under "Global Awards for Retail Excellence" conducted by Asia Retail Congress.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company that have occurred between the close of the financial year ended on March 31, 2024 and the date of this Board''s Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by any Regulator(s), Court(s) and Tribunal(s) impacting the going concern status and the Company''s operations in future.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

There are no proceedings, initiated by any Financial Creditor or Operational Creditor or by the Company, under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the financial year 2023-24.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business of the Company.

INTERNAL FINANCIAL CONTROL (IFC) AND THEIR ADEQUACY

The Company maintains adequate internal control systems, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Company''s policies, safeguard of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures in all areas of its operations. The services of internal and external auditors are sought from time to time. The Company believes that it has sound internal control systems commensurate with the nature and size of its business. The Company continuously upgrades these systems in line with best-in-class practices.

The reports and deviations are regularly discussed with the Management and actions are taken, whenever necessary. The Audit Committee of the Board periodically reviews the adequacy of the internal control systems.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed hereto and forms part of this Report (Annexure-F).

PARTICULARS OF EMPLOYEES

As required under the provisions of Section 197 of the Act and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of the concerned employees forms a part of this Report. However, as per the provisions of Section 136(1) of the Act, the Annual Report and Financial Statements are being sent to all the members of the Company excluding the aforesaid information. The said statement is also available for inspection by the shareholders at the Registered Office of the Company during business hours on working days of the Company. Any member interested in obtaining such particulars may write to the Company Secretary of the Company through email at spencers.secretarial@ rpsg.in. The same will be replied by the Company suitably.

None of the employees listed in the said Annexure are related to any Director of the Company.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto and forms part of this Report (Annexure-G).

INDUSTRIAL RELATIONS

Industrial relations in the Company continued to be cordial during the year. A detailed section on the Company''s Human Resource initiatives is forming part of the Management Discussion & Analysis annexed to this Report.

INTEGRATED REPORT

The Company has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well-informed decisions and have a better understanding of the Company''s long-term perspective. The Report also touches upon aspects such as organization''s strategy, governance framework, performance and prospects of value creation based on the five forms of capital viz. financial capital, intellectual capital, human capital, social capital and natural capital.

GREEN INITIATIVES

Pursuant to the relevant circulars issued by Ministry of Corporate Affairs (MCA), Government of India and Securities & Exchange Board of India (SEBI), Notice of the Seventh AGM and the Annual Report of the Company for the financial year 2023-24, are being sent to the Members only by email.

The Company supports the ''Green Initiative'' undertaken by the MCA, enabling electronic delivery of documents including Annual Report etc. to Members at their e-mail address already registered with the Depository Participants ("DPs") and Registrar and Transfer Agent ("RTA"). Additionally, the Company conducts various meetings by means of electronic mode in order to ensure the reduction of carbon footprint.

In view of the above, shareholders who have not yet registered their email addresses are requested to register the same with their DPs/ the Company''s RTA for receiving all communications, including Annual Report, Notices, Circulars etc. from the Company electronically.

ACKNOWLEDGEMENTS

Your Directors wishes to place on record their appreciation for the valuable services rendered by the employees of the Company, across levels. The Directors would also like to express their appreciation to the bankers, the regulatory authorities, the trade suppliers, the customers, the financial institutions and the shareholders for their continued support and cooperation.

On behalf of the Board of Directors Shashwat Goenka

Place: Kolkata Chairman

Date: May 10, 2024 (DIN 03486121)

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Mar 31, 2023

The Board of Directors ("Board") takes great pleasure in presenting the Sixth Annual Report on the business and operations of the Company together with the Audited Financial Statements of the Company for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

In compliance with the provisions of the Companies Act, 2013 ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (''Ind AS'') for the Financial Year 2022-23. The financial performance for the year ended March 31, 2023 is as follows:

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from operations and other Income	2,21,015.64	2,06,710.74	2,48,516.15	2,37,654.67
Earnings before interest expenses, tax, depreciation and amortisation (EBITDA)	3,434.01	8,49741	3,61549	10,077.13
Finance costs	9,070 16	7,600 82	11,52146	9,696 61
Depreciation and amortisation expense	9,687 32	9,353 05	13,172 84	12,575 00
Profit/(Loss) before tax	(15,323 47)	(845646)	(21,078 81)	(12,19448)
Tax expenses	-	-	(39.13)	(48.44)
Profit/(Loss) after tax	(15,323 47)	(8,456.46)	(21,039 68)	(12,146.04)
Other comprehensive income /(loss)	(19790)	(315.90)	(199 67)	(31641)
Total comprehensive income/(loss) for the year	(15,52137)	(8,772.36)	(21,239 35)	(12,462.45)

The financial results and the results of operations, including major developments have been further discussed in detail in the Management Discussion and Analysis Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with Regulation 34 of the SEBI Listing Regulations, a separate section on the Management Discussion and Analysis, which includes details review of operations, performance and future outlook of the Company, is annexed hereto forming part of this Report as Annexure-A.

DIVIDEND

In view of the accumulated losses, the Board of Directors of the Company do not recommend any dividend for the financial year ended on March 31, 2023.

Dividend Distribution Policy of the Company, as required under the SEBI Listing Regulations has been uploaded on the website of the Company and can be accessed at http://www.spencersretaii.com/investor.

corporate governance

The Company is committed to focus on long term value creation and protecting stakeholders'' interest by applying proper care, skiii and diligence to business decisions and adhere SEBI Listing Regulations and to follow and implement best practices in Corporate Governance in letter and spirit.

In compliance with Regulation 34 read with Schedule V of the SEBI Listing Regulations, a Report on Corporate Governance for the year under review is presented in a separate section as Annexure-B aiongwith Additional Shareholders Information as Annexure-C to this Report.

A certificate from Mr. S.M Gupta of M/s. S.M.Gupta & Co., Company Secretaries, the Secretarial Auditors of the Company confirming the compliance with the conditions of Corporate Governance, as stipulated under the SEBI Listing Regulations, is annexed to the Corporate Governance report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2023 is available on the website of the Company and can be accessed at http://www.spencersretaii.com/investor.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As a part of succession planning and since Mr. Shashwat Goenka is overseeing business operations of the Company, Dr. Sanjiv Goenka (DIN: 00074796) has decided to step down from the position of Chairman and Director of the Company with effect from close of business hours on May 22, 2023. Consequntly, the Board of Directors at its meeting held on May 22, 2023 has unanimously decided and approved the appointment of Mr. Shashwat Goenka as the Chairman of the Company w.e.f. May 23, 2023.

In terms of the provisions of Section 152 of the Act read with Article 100 of the Articles of Association of the Company, Mr. Shashwat Goenka (DIN: 03486121), Director of the Company, will retire by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment. The Board of Directors on the recommendation of Nomination and Remuneration Committee (NRC) has recommended his re-appointment.

Presently, the Company has four Independent Directors i.e. Mr. Utsav Parekh, Mr. Pratip Chaudhuri, Ms. Rekha Sethi and Mr. Debanjan Mandal.

Mr. Utsav Parekh (DIN: 00027642), Ms. Rekha Sethi (DIN: 06809515) and Mr. Pratip Chaudhuri (DIN: 00915201) were appointed as Independent Directors of the Company, not liable to retire by rotation, for a period of five years, with effect from November 14, 2018 to November 13, 2023.

The Nomination and Remuneration Committee (NRC) of the Company had evaluated performance(s) of Mr. Utsav Parekh, Ms. Rekha Sethi and Mr. Pratip Chaudhuri and found it to be satisfactory and in view of their performance(s) and based on the recommendation of NRC, the Board has recommended to the members of the Company at the forthcoming Annual General Meeting of the Company, the re-appointment of Mr. Utsav Parekh, Ms. Rekha Sethi and Mr. Pratip Chaudhuri as Independent Directors of the Company, not liable to retire by rotation, for a second term of five consecutive years, with effect from November 14, 2023 to November 13, 2028.

In the opinion of the Board, all the directors as well as the directors proposed to be re-appointed possess the requisite qualifications, experience and expertise and hold high standards of integrity. All the Independent Directors are exempt from the requirement of passing the proficiency test. The Company has received necessary disclosures/declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and the SEBI Listing Regulations. In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

The list of key skills, expertise and core competencies of the Board is provided in the Report on Corporate Governance forming part of this report.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees received by them.

Changes In Key Managerial Personnel (KMP)

During the year under review, Mr. Devendra Chawla resigned from the post of CEO & Managing Director of the Company w.e.f. January 20, 2023 and Mr. Anuj Singh (DIN: 09547776) has been appointed as the Chief Executive Officer and Managing Director and also as KMP of the Company w.e.f. March 22, 2023 by the members of the Company vide Special Resolution passed through Postal Ballot on May 12, 2023.

Mr. Rama Kant, Company Secretary of the Company resigned from the Company and was relieved from the services w.e.f October 10, 2022 (closing of the business hours) and Mr. Vikash Kumar Agarwal (ACS: 19583) was appointed as the Company Secretary & Compliance officer and also as KMP of the Company with effect from February 14, 2023.

number of meetings of board of directors

During the year under review, five Board meetings were held, the details of which are given in the Corporate Governance Report which forms part of this Report.

SHARE CAPITAL

During the year under review there has been no change in the authorised, issued, subscribed and paid up equity share capital of the Company.

The equity shares of the Company are continued to be listed on BSE Limited (''BSE'') and on National Stock Exchange of India

Limited (''NSE''). The Company has paid the requisite listing fees to the Stock Exchanges for the financial year 2023-24. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from Public / Members under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest was outstanding as on the date of the Balance sheet.

STATUTORY AUDITORS AND AUDITORS'' REPORT

As per the requirement of sections 139(2) of the Act, M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005), were appointed as the Statutory Auditors of the Company for a term of five consecutive years at the third Annual General Meeting of the Company held on August 3, 2020.

The Auditors'' Report on the Financial Statements of the Company for the year under review does not contain any qualifications, adverse or disclaimer remarks. No fraud has been reported by the Auditors to the Audit Committee of the Company or to the Board. The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

The Board had appointed Mr. S.M Gupta of M/s. S. M. Gupta & Co., Company Secretaries, as the Secretarial Auditor of your Company to conduct Secretarial Audit of the Company for the financial year 2022-23.

Secretarial audit of secretarial and related records of the Company were conducted by the aforesaid Secretarial Auditor and a copy of the Secretarial Audit Report is annexed to this Report as Annexure-D. Secretarial Audit Report of Natures Basket Limited, the material unlisted subsidiary of the Company, is also attached to the Report as Annexure-Dl.

None of the above Secretarial Audit Reports contain any qualifications, reservations, adverse remarks or disclaimers.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, Govt. of India, relating to Meetings of the Board of Directors and General Meeting(s).

RELATED-PARTY TRANSACTIONS

All contracts / arrangements / transactions entered into by the Company with related parties during the financial year were in in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. All such contracts or arrangements were executed in the ordinary course of business and at an arm''s length basis and approved by the Audit Committee. During the year, the Company had not entered into any contract / arrangement / transaction with related parties having potential conflict with the interests of the Company and which could be considered materially significant. Hence, the disclosure of Related Party Transactions (RPT) (in Form AOC-2) as required under Section 134(3)(h) of the Act is not applicable to the Company for the financial year 2022-23.

The Policy on materiality of RPT and on dealing with RPT as approved by the Board is available on the Company''s website and can be accessed at http://www.spencersretail.com/investor.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year under review, the Company has complied with the provisions of Section 186 of the Act, with respect to loans given, investments made and guarantee/comfort provided etc. and details thereof are given in the notes to the financial statements.

COMMITTEES OF THE BOARD

The Board has constituted following statutory Committees according to their respective roles and defined scope:

1) Audit Committee,

2) Nomination and Remuneration Committee,

3) Stakeholders'' Relationship Committee,

4) Corporate Social Responsibility Committee and

5) Risk Management Committee

Details of the composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance.

The various Committees of the Board focus on specific areas and make informed decisions in accordance with the relevant regulatory requirements and terms of reference.

CODE OF CONDUCT

The Company has adopted a Code of Conduct for its Directors and senior management personnel and the same can be accessed at: http://www.spencersretaii.com/investor.

ALL Directors and senior management personnel have affirmed the compliance with the Code of Conduct and Ethics for Directors and Senior Management.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Act, your Directors, to the best of their knowledge and belief, confirm that:

a) in the preparation of the accounts for the financial year ended March 31, 2023, the applicable Indian accounting standards have been followed along with proper explanation relating to material departures, if any;

b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for the period;

c) proper and sufficient care has been taken for the maintenance of accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and during the year under review, neither the statutory auditors nor the secretarial auditors reported to the Audit Committee of the Board, any instances of fraud committed against the Company by its officers or employees.

d) the annuaL account have been prepared on a going concern basis;

e) internal financial controls Laid down by the directors have been followed by the Company and that such internal financial controls were adequate and operating effectively and;

f) proper systems to ensure compLiance with the provisions of aLL appLicabLe Laws were in pLace and were adequate and operating effectively.

BOARD EVALUATION

In order to ensure that the Board and Board Committees of the Board are functioning effectiveLy and to compLy with the statutory requirements, the annuaL performance evaLuation of the Board, Board Committees of the Board and IndividuaL directors were conducted during the year. The evaLuation was carried out based on the criterion and framework approved by the NRC. A detailed disclosure on the parameters and the process of Board evaluation as weii as the outcome has been provided in the Report on Corporate Governance.

INDEPENDENT DIRECTORS MEETING

The Independent Directors of your Company met on February 14, 2023, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees of the Board and the Board as a whole aiongwith the performance of the Chairman of the

Company and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

CRITERIA ON BOARD DIVERSITY AND DIRECTOR ATTRIBUTES AND REMUNERATION POLICY FOR DIRECTORS. KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company recognises the importance of a diverse Board in its success and believe that a truly diverse Board will leverage differences in thought, perspective, industry experience, knowledge and skills including expertise in financial, global business, leadership, technology, and other domains, will ensure that Company retains its competitive advantage.

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the SEBI Listing Regulations, NRC is authorised / empowered for determining qualification, positive attributes and independence of a Director. Additional details on Board diversity are available in the Corporate Governance that forms part of this Report. The NRC is also empowered for recommending to the Board, a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. The Company has devised inter-alia the Remuneration Policy and the same can be accessed on the Company''s website at http://www.spencersretail.com/investor.

RISK Management

Your Board has formed a Risk Management Committee to frame, implement and monitor the risk management plan of the Company. The Committee has been entrusted with the responsibility to assist the Board in a) overseeing, monitor and review the risk management plan and ensuring its effectiveness. b) ensuring that all material Strategic and Commercial including Cybersecurity, Safety and Operations, Compliance, Control and Financial risks have been identified and assessed and c) ensuring that all adequate risk mitigations are in place, to address these risks. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

corporate social responsibility

In accordance with Section 135 of the Act and the Rules made thereunder, the Company has formulated a Corporate Social Responsibility Policy, a brief outline of which along with the required disclosures are annexed as Annexure-E as a part of this Report. No amount was required to be spent by the Company on CSR activities during the financial year as the Company had incurred continuous losses in the past.

The aforesaid CSR Policy has also been uploaded on the Company''s website and may be accessed at http://www.spencersretail.com/investor.

vigil mechanism / whistleblower policy

Pursuant to the guidelines laid down under Section 177 of the Act, and the Rules made thereunder read with the SEBI Listing Regulations, the Company has a Whistleblower Policy (Vigil Mechanism) in place for reporting any actual or potential concerns pertaining to any instances of irregularity, unethical practice and / or misconduct. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company through Company Secretary, for redressal of any irregularity, unethical practice and/or misconduct. No person has been denied access to the Chairman of the Audit Committee and there was no such reporting during the financial year 2022-23.

The policy has been disclosed on the Company''s website and can be accessed at http://www.spencersretail.com/investor.

ANTI-SEXUAL HARASSMENT POLICY

The Company is committed to provide a safe and conducive work environment to all its employees and associates and has zero tolerance towards sexual harassment at work place. The Company has a policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Adequate workshops and awareness programmes against sexual harassment are conducted across the organisation. The Company has constituted an Internal Committee(s) (ICs) to redress and resolve any complaints arising under the Prevention of Sexual Harassment Act (POSH), Training / awareness programmes are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

Details of complaints received / disposed during the Financial Year 2022-23 are provided in the Report on Corporate Governance. Further there was no complaint pending as on March 31, 2023.

SUBSIDIARIES

As on March 31, 2023, the Company has two wholly-owned subsidiaries, Natures Basket Limited (NBL) and Omnipresent Retail India Private Limited (ORIPL). NBL Limited is the material Subsidiary of the Company.

In terms of the provisions of Regulation 24(1) of the SEBI Listing Regulations, appointment of Independent Director of the Company on the Board of material Subsidiaries is not applicable to NBL.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company''s website and can be accessed at http://www.spencersretaii.com/investor.

The Company has prepared consolidated financial statements for the Company and its Subsidiaries in the form and manner which is in compliance with the applicable Indian Accounting Standards and the SEBI Listing Regulations and the same has been audited by M/s. S. R. Batiiboi & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company.

The consolidated financial statements for the financial year 2022-23 forms a part of the Annual Report and shaii be laid before the Members of the Company at the ensuing AGM while laying its standalone financial statements. Further, the Auditors Reports of Subsidiaries do not contain any qualifications, remarks or disclaimer. Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of the Company''s Subsidiaries in Form AOC-1 is attached to the consolidated Financial Statements of the Company.

Furthermore, pursuant to the provisions of Section 136 of the Act, the Standalone Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate Audited Financials Statements in respect of subsidiaries are available on the website of the Company and can be accessed at http://www.spencersretaii.com/investor. Shareholders desirous of obtaining the Audited Financials Statements of the Company''s Subsidiaries may obtain by requesting the same.

cost RECORDS

The provisions of Section 148 of the Act pertaining to cost audit and maintenance of cost records are not applicable to the Company.

EMPLOYEE STOCK OPTION

Your Company has formulated Spencer''s Retail Limited Employee Stock Option Plan 2019 (''ESOP Scheme'') for benefit of its employees as per applicable regulations of Securities and Exchange Board of India as amended from time to time and the said schemes are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as applicable. The purpose of above ESOP Scheme is to provide the employees with an additional incentive in the form of options to receive the equity shares of the Company at a future date.

The Company aims to reward employees of the Company for their continuous hard work, dedication and support through ESOP The main objective of the ESOP Scheme is to recognise employees who are performing weii, a certain minimum opportunity to gain from your Company''s performance thereby acting as a retention tooi and to attract best taient avaiiabie in the market.

1,20,000 options were granted under the Empioyee Stock Option (ESOP), 2019 Scheme and is being impiemented through a trust viz. Spencer''s Empioyee Benefit Trust ("Trust") in accordance with the provisions of SEBI (Share Based Empioyee Benefits and Sweat Equity) Reguiations, 2021 and invoives the secondary market acquisition of the Company''s equity shares by the Trust through the Stock Exchanges.

Detaiis with respect to empioyee stock options under the ESOP Scheme as on March 31, 2023 are provided in the tabie beiow:

Sl. No.	Particulars	number of Equity Shares / Options
1.	Totai number of options outstanding at the beginning of the year	90,000
2.	Total number of options granted under ESOP Scheme during the Year	NIL
3.	Options vested during the year	30,000

Sl.	Particulars	Number of Equity Shares /
No.		Options
4.	Options exercised during the year	NIL
5.	Options lapsed or forfeited during the year	1,20,000
6.	Total number of options outstanding at the end of the year	0

The total number of options outstanding at the end of the year was Nil as Mr. Devendra Chawla, who was granted the aforementioned options has resigned from the Company w.e.f. January 20, 2023 and he has not exercised the said options within 2 months of his resignation. Hence, as per the terms and conditions of the said ESOP Scheme, the options granted as well as vested has lapsed.

A certificate from Mr. S.M Gupta of M/s. S.M Gupta & Co, Secretarial Auditors of the Company, with respect to the implementation of the Company''s Employee Stock Option Scheme(s), would be kept at the ensuing Annual General Meeting of the Company for inspection of the Members.

AWARDS AND RECOGNITIONS

The Company has been a proud recipient of numerous awards and recognitions during the year 2022-23. The significant ones among them are listed hereunder:

> Certified as "Great place to Work" 4th Year in a Row.

> Spice Icon Award 2022.

> Golden Spoon Award: Images Most Admired Food & Grocery Retailer of the Year Supermarket Chain - National.

> Innovative Retail Concept of the Year - Launch of Spencer''s Value Market.

> Retailer of the Year - Food & Grocery - Spencer''s Retail Limited.

> The Human Side of Things for Apprenticeship Project Implementation.

MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company that have occurred between the close of the financial year ended on March 31, 2023 and the date of this Board''s Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATORS. COURTS AND TRIBUNALS

No significant and material order have been passed by any Regulator(s), Court(s) and Tribunal(s) impacting the going concern status and the Company''s operations in future.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 (IBC)

There are no proceedings, initiated by any Financial Creditor or Operational Creditor or by the Company, under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the financial year 2022-2023.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business of the Company.

INTERNAL FINANCIAL CONTROL (IFC) AND THEIR ADEQUACY

The Company maintains adequate internal control systems, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Company''s policies, safeguard of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures in all areas of its operations. The services of internal and external auditors are sought from time to time. The Company believes that it has sound internal control systems commensurate with the nature and size of its business. The Company continuously upgrades these systems in line with best-in-class practices.

The reports and deviations are regularly discussed with the Management and actions are taken, whenever necessary. The Audit Committee of the Board periodically reviews the adequacy of the internal control systems.

CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Act, read with Rule 8(3) of the Companies (Accounts) Ruies, 2014 is annexed hereto and forms part of this Report (Annexure-F).

particulars of employees

As required under the provisions of Section 197 of the Act and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Ruies, 2014, particulars of the concerned employees forms a part of this Report. However, as per the provisions of Section 136(1) of the Act, the Annual Report and Accounts are being sent to aii the members of the Company excluding the aforesaid information. The said statement is also available for inspection by the shareholders at the Registered Office of the Company during business hours on working days of the Company. Any member interested in obtaining such particulars may write to the Company Secretary of the Company through email at [email protected]. The same wiii be replied by the Company suitably.

None of the employees listed in the said Annexure are related to any Director of the Company.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Ruies, 2014, are annexed hereto and forms part of this Report (Annexure-G).

INDUSTRIAL RELATIONS

Industrial relations in the Company continued to be cordial during the year. A detailed section on the Company''s Human Resource initiatives is forming part of the Management Discussion & Analysis annexed to this Report.

GREEN INITIATIVES

Pursuant to the relevant circulars issued by Ministry of Corporate Affairs (MCA), Government of India and Securities & Exchange Board of India (SEBI), Notice of the sixth AGM and the Annual Report of the Company for the year 2022-23, are being sent to the Members oniy by emaii.

The Company supports the ''Green Initiative'' undertaken by the MCA, enabling electronic delivery of documents including Annual Report etc. to Members at their e-maii address already registered with the Depository Participants ("DPs") and Registrar and Transfer Agent ("RTA"). Additionally, the Company conducts various meetings by means of electronic mode in order to ensure the reduction of carbon footprint.

In view of the above, shareholders who have not yet registered their email addresses are requested to register the same with their DPs/ the Company''s RTA for receiving aii communications, including Annual Report, Notices, Circulars etc. from the Company eiectronicaiiy.

ACKNOWLEDGEMENTS

Your Directors wishes to piace on record their appreciation for the vaiuabie services rendered by the empioyees of the Company, across ieveis. The Directors wouid aiso iike to express their appreciation to the bankers, the reguiatory authorities, the trade suppiiers, the customers, the financiai institutions and the sharehoiders for their continued support and co-operation.

---

Mar 31, 2019

To the members,

The Directors have the pleasure of presenting the Second Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended 31st March 2019.

(Rs. in lakh)

Particulars	FY2018-19	FY2017-18*
Revenue from operations and other income	2,21,497.50	1,05,180.93
EBITDA	4,172.23	937.91
Finance costs	744.65	379.92
Depreciation and amortisation	2,454.86	1,468.14
Profit/(Loss) before tax	972.72	(910.15)
Tax expenses	178.52	-
Profit/(Loss) after tax	794.20	(910.15)
Other comprehensive income	(143.43)	(32.77)
Total comprehensive income for the year	650.77	(942.92)

*Consequent to the demerger of the identified Retail Undertakings of the erstwhile Spencer’s Retail Limited and CESC Limited as a going concern into the Company, pursuant to the Scheme (referred to below) being effective from appointed date being 1st October 2017, the financials for the year ended 31st March 2019 includes the operations of such Retail Undertakings from 1st October 2017 only. Consequently, results for the year ended 31st March 2019 are not comparable with the previous corresponding period. Further, the figures for the year ended 31st March 2018 represents results of working from 8th February 2017 (i.e. the date of incorporation of the Company) to 31st March 2018.

The financial statements for the year ended 31st March 2019 have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

Performance overview

Spencer’s Retail Limited (SRL), the retail arm of RP-Sanjiv Goenka Group, opened 29 stores spanning 2.08 lakh sq ft of trading area during the year. These stores cater to all family needs - groceries, home and personal care products, apparel and accessories, consumer durables and lifestyle products. During the year 2018-19, the Company registered same-store sales growth of 3.10%.

The Company improved its performance significantly by becoming PAT-positive to RS. 794.20 lakh at the end of the year. Moreover, the Company recently revamped its online ordering app and website and introduced Spencer’s Kitchen as well as a subscription model where one can get their breads, eggs and other daily-use items delivered to their doorsteps. The Company continues to focus on growing the topline, keeping costs under control and improvising the performance of the stores.

During the Financial Year 2019-20, SRL plans to expand its presence in its existing clusters. This will also help the Company leverage its back-end capabilities and optimise marketing costs. Furthermore, the Company will focus on increasing its non-food business revenues, enhancing the in-store experience and building team capabilities to realise its growth plans for the business. Looking ahead, the Company is moving closer towards achieving a much better performance in the coming year.

Dividend

The Board considers it prudent to conserve resources for the Company’s growth and expansion and accordingly does not recommend payment of any dividend on its equity shares for the year ended on 31st March 2019.

Restructuring

A Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme’) amongst the Company, CESC Limited (its erstwhile holding company) (“CESC”) and some other CESC’s subsidiaries was approved by National Company Law Tribunal, Kolkata Bench (“NCLT”), subject to the terms and conditions mentioned therein.

In terms of the said Scheme, with effect from 1st October 2017, Retail Undertaking of CESC and erstwhile Spencer’s Reta il Limited have been demerged to the Company. The Company now has only one subsidiary, Omnipresent Retail India Private Limited, referred to elsewhere in this report.

CESC shareholders have been allotted, without any payment, additional equity shares of the Company in the ratio of 6 fully paid-up equity shares of RS. 5/- each against every 10 CESC shares held on 31st October 2018, the Record Date, resulting in allotment of 7,95,34,226 equity shares of RS. 5/each of the Company, which have been subsequently listed with National Stock Exchange of India Limited (NSE), BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE). CESC has also been allotted 5,00,000 fully paid up preference shares of RS. 100/- each at par aggregating to RS. 500 Lakh.

The Board believes that the above restructuring will unlock value for the investors, give a focussed management attention to the business involving the Company and its subsidiary to pursue respective growth plan and allow the Company to take advantage of the market value for Retail business.

Management discussion and analysis

In compliance with Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 (herein after referred as ‘Listing Regulations’), a separate section on the Management Discussion and Analysis (Annexure-A), which includes details on the state of affairs of the Company is annexed hereto and forms a part of this Report.

Corporate governance

A separate Report on Corporate Governance (Annexure-B) alongwith Additional Shareholder’s Information (Annexure-C), as prescribed under Listing Regulations, are annexed as a part of this Report along with the Corporate Governance Certificate thereon.

Extract of annual return

An extract of Annual Return as required to be attached in accordance with Section 134(3)(a) of the Companies Act, 2013, is annexed and form a part of this report (Annexure-D).

Share capital

The Company issued and allotted 7,95,34,226 fully paid equity shares of the face value of RS. 5.00 each on 14th November 2018 to the Shareholders of CESC Limited in the ratio of 6 equity shares of the company for every 10 equity shares held by them in CESC Limited in terms of the aforesaid scheme. The said shares have been listed with NSE, BSE and CSE. Your Company’s paid-up Equity Share Capital as on 31st March 2019 stood at RS. 3,976.71 lakh. The Company also allotted 5,00,000 fully paid up preference shares of RS. 100 each aggregating to RS. 500 lakh.

Directors and key managerial personnel

On 14th November 2018 the Board of Directors was reconstituted with the appointment of Mr. Sanjiv Goenka as Chairman and Non-Executive Non Independent Director, Mr. Shashwat Goenka as Non-Executive Non Independent Director, Mr. Utsav Parekh, Mr. Pratip Chaudhuri and Ms. Rekha Sethi as Non-Executive Independent Directors and Mr. Rahul Nayak as Whole-time Director of the company.

Furthermore, to broad-base the directorship of the Company, on 11th February 2019, Mr. Debanjan Mandal was appointed as Non-Executive Independent Director of the Company.

The appointments of all these directors by the Board were made as Additional Directors of the Company and are required to be confirmed in the forthcoming Annual General Meeting of the members of the Company and the same is included in the notice of the Annual General Meeting.

The company has received requisite notices from members proposing the candidature of aforesaid directors.

The Board seeks approval of the members to appoint Mr. Utsav Parekh, Ms. Rekha Sethi and Mr. Pratip Chaudhuri and Mr. Debanjan Mandal as Non-Executive Independent Directors on the Board, not liable to retire by rotation, for a period of five years, with effect from their respective dates of appointment, in accordance with the applicable provisions of the Companies Act, 2013 (the Act) and rules made thereunder.

On the recommendation of the Nomination and Remuneration Committee and subject to approval of the members, the Board of Directors of the Company appointed Mr. Devendra Chawla as CEO and Managing Director for a period of three years, with effect from 11th February 2019.

During the year, Mr. Sunil Bhandari and Mr. Gautam Ray, first Directors of the Company resigned from the Board as Director with effect from 14th November 2018. Mr. Rajarshi Banerjee, another Director resigned from the Board as Director with effect from 27th November 2018.

Mr. Arvind Kumar Vats was appointed as Chief Financial Officer (categorised as a key managerial personnel) and Mr. Navin Kumar Rathi as Company Secretary (categorised as a key managerial personnel) of the Company, with effect from 14th November 2018.

Mr. Navin Kumar Rathi resigned as the Company Secretary and Mr. Rama Kant was appointed as the Company Secretary (categorised as a key managerial personnel), with effect from 11th February 2019 as per the provisions of the Act.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act.

Number of meetings of Board of Directors

The details of the number of meetings of the Board of Directors held during the Financial Year 2018-19 form a part of the Corporate Governance Report.

Listing

The equity shares of the Company got listed during the year at BSE, NSE and CSE. The trading of the shares commenced from 25th January 2019. The Company has paid the requisite listing fees to the Stock Exchanges up to the financial year 2019-20.

Registered office

During the year the Registered Office of the Company was shifted from CESC House, Chowringhee Square, Kolkata -700 001 to Duncan House, 31, Netaji Subhas Road, Kolkata - 700 001 w.e.f. 11th February 2019.

Public deposits

During the year, the Company did not accept any deposit, and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

Auditors

At the First Annual General Meeting of the Company, the members had appointed M/s. Batliboi, Purohit & Darbari, Chartered Accountants, (Firm Registration No. 303086E) as statutory auditors for a term of five consecutive years holding office until the conclusion of the Sixth Annual General Meeting.

Auditor’s report

The Auditors’ Report annexed to the financial statements for the year under review does not contain any qualification.

The Auditors have not reported any instance of fraud referred to in Section 134(3)(ca) of the Act.

Secretarial audit

Secretarial audit of secretarial and related records of the Company was conducted during the year by M/s. S. M. Gupta & Co., Company Secretaries, and a copy of the secretarial audit report is annexed and forms part of this report (Annexure-E). The secretarial audit report does not contain any qualifications, reservations or adverse remarks.

Cost Records

Neither maintenance of cost records nor audit of cost records as required under Section 148 of the Act read with relevant rules made thereunder is applicable to the Company.

Related-party transactions

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. Hence, the provisions of Section 188 of the Act as amended are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no materially significant Related Party Transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for approval/review.

The policy on Related Party Transactions as approved by the Board is posted on the Company’s website and may be accessed at www.spencersretail.com

Particulars of loans, guarantees or investments

During the financial year under review, your Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of investments made by the Company as provided in the Note 6 of the standalone financial statement of the Company.

Committees of the Board

Currently, the Board has four committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee and Corporate Social Responsibility Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report section of this Report.

Directors’ responsibility statement

Pursuant to Section 134 (3)(c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, confirm that:

a) in the preparation of the accounts for the financial year ended 31st March 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period;

c) proper and sufficient care has been taken for the maintenance of accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual account have been prepared on a going concern basis;

e) internal financial controls laid down by the directors have been followed by the Company and that such internal financial controls were adequate and operating effectively and;

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Board evaluation

Pursuant to the provisions of the Companies Act, 2013, Listing Regulations and Circulars and Guidance Notes issued by SEBI in this regard, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report, which is annexed hereto.

At a separate meeting of Independent Directors, the performances of Non-Independent Directors, the Board as a whole and the Chairman were evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

Risk management

The Company has laid out a proper mechanism in place to identify the elements of business and other risks and a risk management system to ensure compliance with the applicable laws and relevant standards.

Corporate social responsibility

In accordance with Section 135 of the Act and the rules made thereunder, the Company has formulated a Corporate Social Responsibility Policy, a brief outline of which along with the required disclosures are annexed (Annexure ‘F’) as a part of this Report.

Vigil Mechanism/Whistleblower policy

Pursuant to the guidelines laid down under Section 177 of the Act and the Rules made thereunder, the Company has a whistleblower policy (vigil mechanism) in place for reporting genuine concerns pertaining to any instances of irregularity, unethical practice and/or misconduct. The function of the vigil mechanism is reviewed by the Audit Committee from time to time. Further there have been no such incidents / whistles during the period under review. The details of the said policy have been disclosed in the Company’s website www.spencersretail.com.

Anti-sexual harassment policy

The Company has in place an anti-sexual harassment policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 covering all employees of the Company. An internal committee has been set up for this purpose and further there is no complaint which is pending as on 31st March 2019.

Subsidiaries

As on 31st March 2019, the Company has one wholly-owned subsidiary, M/s. Omnipresent Retail India Private Limited, carrying online retail business.

The Company has prepared a consolidated financial statement for the Company and its subsidiary in the form and manner as that of its own, duly audited by M/s. Batliboi, Purohit & Darbari, the Statutory Auditors in compliance with the applicable accounting standards and the Listing Regulations.

The consolidated financial statements for FY2018-19 forms a part of the Annual Report and accounts and shall be laid before the Members of the Company at the Annual General Meeting. Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company’s subsidiary in Form AOC-1 is attached to the financial statements of the Company.

Furthermore, pursuant to the provisions of Section 136 of the Act as amended by the Companies Amendment Act, 2017, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company.

The Company did not have any material subsidiaries in the immediately preceding financial year. However, as per revised Listing Requirements, SEBI has made it mandatory for all listed companies to formulate a policy for determining ‘material’ subsidiaries. Accordingly, a policy on ‘material’ subsidiaries was formulated by the Board of Directors and the same is also posted on the Company’s website and may be accessed at: www.spencersretail.com

Secretarial standards

During the year under review, the Company has complied with Secretarial Standards, on meeting of the Board of Directors (SS-1) and on General Meetings (SS-2) as amended and issued from time to time by the Institute of Company Secretaries of India in terms of Section 118(10) of the Companies Act, 2013.

Awards and recognitions

The Company has been a proud recipient of numerous awards and recognitions during the year 2018-19. The significant ones among them are listed hereunder:

- ’Food and Grocery Retailer of the Year’ at Franchise India Awards 2018

- ’IMAGES Most Admired Retailer of the Year: Customer Relations’ at the IMAGES Retail Awards 2018 organised by the India Retail Forum

- ’First runner-up in the Retail Category’ at the13th edition of India’s Buzziest Brands in 2018

Details of significant and material orders passed by the regulators, courts and tribunals

No significant and material order has been passed by the Regulators, Courts and Tribunals impacting the going concern status and the Company’s operations in future.

Change in the nature of business

During the year under review, there was no change in the nature of the business of the Company.

Internal control systems and their adequacy

The Company maintains adequate internal control systems in all areas of its operations. The services of internal and external auditors are sought from time to time as well as inhouse expertise and resources. The Company continuously upgrades these systems in line with best-in-class practices.

These reports and deviations are regularly discussed with the Management Committee members and actions are taken, whenever necessary. An independent Audit Committee of the Board periodically reviews the adequacy of the internal control systems.

Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed hereto and forms part of this Report (Annexure-G).

Particulars of employees

As required under the provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of the employees concerned forms a part of this Report. However as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report and Accounts are being sent to all the members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary of the Company.

Disclosure pertaining to remuneration and other details as required under section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed hereto and forms part of this Report (Annexure-H).

Employees Relations

Employee relations in the Company, during the year, continued to be cordial.

Acknowledgements

Your Directors wish to place on record their appreciation for the valuable services rendered by the employees of the Company, across levels. The Directors would also like to express their appreciation to the bankers, the regulatory authorities, the trade suppliers, the customers, the financial institutions and the shareholders for their continued support and cooperation.

On behalf of the Board of Directors

Sanjiv Goenka

Kolkata Chairman

17th May 2019 (DIN 00074796)