Annual Report - 2023

SRL:SEC:SE:2023-24/32
July 12, 2023
National Stock Exchange of India Limited BSE Limited

Exchange Plaza, 5th Floor Phiroze Jeejeebhoy Tower
Plot No. C/1, G-Block Dalal Street
Bandra-Kurla Complex Mumbai – 400 001
Bandra (East), (Scrip Code: 542337)
Mumbai – 400 051
(Symbol: SPENCERS)
Dear Sir/Madam,
Sub: Notice Calling the Sixth Annual General Meeting and Annual Report of the Company for the
Financial Year 2022-23
Further to our letter no. SRL:SEC:SE:2023-24/30 dated July 6, 2023 and pursuant to Regulations 30
and 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find
attached herewith, copy of the Notice convening the Sixth Annual General Meeting (AGM) of the
Company alongwith the Annual Report for the Financial Year 2022-23 for your records.
The AGM notice and Annual Report are being sent to the shareholders through electronic mode and
are also being uploaded on the website of the Company at www.spencersretail.com/investor.
We request you to kindly take the above information on record and oblige.
Thanking you.
Yours faithfully,
For Spencer’s Retail Limited
VIKASH KUMAR Digitally signed by VIKASH
KUMAR AGARWAL
AGARWAL Date: 2023.07.12 17:22:54

+05'30'
Vikash Kumar Agarwal

Company Secretary & Compliance Officer
Spencer's Retail Limited

Regd. Office: Duncan House, 31, Netaji Subhas Road, Kolkata-700 001
Corp. Office: RPSG House, 2/4 Judges Court Road, Kolkata-700 027
Tel: +91 33 2487 1091 Web: www.spencersretail.com
CIN: L74999WB2017PLC219355
Spencer’s Retail Limited
Integrated Annual Report 2022-23
59 Notice to Members
72 Board's Report
80 Management Discussion and Analysis
96 Report on Corporate Governance
115 Corporate Governance Compliance
Certificate
116 Additional Shareholder Information
130 Report on Corporate Social Responsibility
Statutory Reports
Activities
132 Conservation of Energy , Technology
Absorption, Foreign Exchange earnings
and outgo
133 Particulars of Remuneration
02 About the Report

04 Dynamic Value-Creation Process
06 2022-23 Highlights
08 About Spencer’s Retail Limited
10 Building Brand. Amplifying Identity
Corporate Overview
- Natures Basket
- The Gift Studio
12 Diverse Portfolio
14 Pillars of Growth
16 From the Management’s Desk
- An Interview with The Chairman
18 From the Management’s Desk
- CEO and Managing Director Communique
20 Our Integrated Business Model
22 Stakeholder Engagement
24 Materiality Assessment
26 Growth Strategies
28 Financial Capital
30 Ensuring Efficiency across Processes
32 Manufacturing Capital
38 Intellectual Capital
42 Human Capital
46 Social & Relationship Capital
48 Natural Capital
50 Strategic Risk Management
52 Robust Governance Practices
56 Embracing Appreciation
58 Corporate Information
Investor information
CIN : L74999WB2017PLC219355
BSE Code : 542337
NSE Symbol : SPENCERS
AGM Date : Friday, August 4, 2023

Standalone Financial Statement
AGM Venue :T
hrough Video Conferencing
135 Independent Auditor’s Report
(‘VC’) or Other Audio Visual
144 Balance Sheet Means (‘OAVM’)
145 Statement of Profit & Loss
146 Statement of Changes in Equity
147 Statement of Cash Flows
Financial Statements
149 Notes to Standalone Financial Statements
Consolidated Financial Statement

191 Independent Auditor’s Report
Scan this QR
198 Balance Sheet code to view
199 Statement of Profit & Loss this report
online
200 Statement of Changes in Equity
201 Statement of Cash Flows
203 Notes to Consolidated Financial Statements
248 Form No. AOC.1
For more investor-related information, please visit

http://www.spencersretail.com/investor
Disclaimer: This document contains statements about expected future

events and financials of Spencer’s Retail Limited (‘The Company’), which
are forward-looking. By their nature, forward-looking statements require
the Company to make assumptions and are subject to inherent risks and
uncertainties. There is a significant risk that the assumptions, predictions,
and other forward-looking statements may not prove to be accurate.
Readers are cautioned not to place undue reliance on forward-looking
statements as several factors could cause assumptions, actual future
results and events to differ materially from those expressed in the forward-
looking statements. Accordingly, this document is subject to the disclaimer
and qualified in its entirety by the assumptions, qualifications and risk
factors referred to in the Management Discussion and Analysis section of
this Annual Report.
Annual Report 2022-23
Spencer’s is happy to present the Integrated Annual Report

(<IR>) for 2022-23. This report is a comprehensive outlay of the
Company’s business model, operating environment, strategies,
material issues, risks, opportunities, engagement with stakeholders,
and approach to long-term sustainability, in addition to the
Company’s integrated value creation - financially and non-financially
- across six capitals.
Reporting Framework
This <IR> has been developed in adherence to the principles set by the International Integrated Reporting Council
(IIRC), ensuring greater transparency along the way for the stakeholders. The Company complies with the regulations
prescribed by BSE Limited, National Stock Exchange of India Limited, and Securities and Exchange Board of India
(SEBI) guidelines.
The statutory components of the Report were developed in accordance with the Indian Accounting Standards, the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the
Secretarial Standards set forth by The Institute of Company Secretaries of India.
Scope and Boundary of Report

This <IR> covers the Company’s operational performances for the
financial year 2022-23. Besides the financial information, it includes
non-financial information like strategic objectives, market opportunities,
About the Report
operational risks, and outcomes relating to the key stakeholders. The

Company’s business model is centred around its long-term stakeholder
relationships, in line with its strategic approach of being a value
retailer focussed on FMCG and various merchandise for home and
daily household needs. The Company follows comprehensive social,
ethical, and environmental policies and practices to effectively manage
its broader business impact by using various capitals under the value
creation process. The Company will continue adding components
to its existing transparency and broaden its horizon with valuable
stakeholders.
Reporting Period
The reporting period for this <IR> pertains to April 1, 2022 to March
31, 2023 (unless otherwise stated). The Company has incorporated
comparative figures on the financial, operating and stakeholders
metrics for the last three to five years to provide a holistic view to the
stakeholders.
Management Assurance
The content of this <IR> has been evaluated by the Company’s top
management, overseen by the Company’s Chairman and CEO and
Managing Director. The Company’s Board of Directors has also provided
the required governance oversight.
2
Corporate Overview Statutory Reports Financial Statements
3
Creating Value. Delivering Experience.

By carefully applying expert-driven business strategies, based on a strong business model, Spencer’s creates value for
its shareholders. The efficient management of the six capitals — financial, manufactured, intellectual, human, social &
relationship and natural — are key enablers of this process.
Guided by Robust Governance Framework
1
About
Spencer’s
Dynamic Value-Creation Process
Retail Limited
Core
The Company’s identity, foundation,
vision, and core values with an
Values
infographic approach.
To be a dynamic conglomerate driven Customer First Risk-taking
by sustainable growth, efficiency and Execution Excellence Humaneness
Vision
innovation.
Credibility Sustainability
Agility
Read More on Pages 8-9
2
Growth
Strategies
The Company’s strategies

accelerates its growth momentum. Adaptive Growth Strategies
Fortifying Digital Presence

Key Enablers
Rolling Out Of The New Value Store Format
Over Two Decades Of Industry Experience Strengthening Supply Chain And Store Efficiency
Customer-Centric Approach Expanding Into Existing Geographies Organically
OMNI-Channel Presence
3
Our Integrated
Business
Model
The Company’s progress is achieved through six capitals.
Key Enablers
Financial Capital Human Capital

Manufactured Capital Social & Relationship Capital
Intellectual Capital Natural Capital
4
Other significant factors influencing effective value creation involve the business’ operating environment, stakeholder engagement
and material or materiality matters, and key risks & opportunities identified under the Company’s governance framework.
4
Stakeholder
Engagement
The Company’s engagement programmes toward its stakeholders.
Key Enablers
Employees Communities
Customers Government/Regulators
Investors Suppliers/Vendors
5 6
Materiality Strategic
Assessment Risk
Management
The Company’s strategies to identify and assess The Company’s approach towards risk
the material issues i.e., various factors having the identification and response towards the same.
potential to affect the business.
Types of Risk
External Factors Definition of Risks
Internal Factors Mitigation Strategy
Read More on Pages 24-25 Read More on Pages 50-51
7 8
Financial Operational
Performance Credibility
The Company’s financial capital management The Company’s manufacturing and intellectual
includes figures testifying to its progressive prowess, including fortifying its digital presence
performance for the year under review. and rolling out a new value store format.
Consolidated Performance Manufacturing Capital

Intellectual Capital
Read More on Pages 28-29 Read More on Pages 32-41
Supported by the IIRC Principles

5
Highlights
Financial
` 2,485 Crores ` 36 Crores

Revenue EBITDA
` (59) Crores (9)

Working Capital Working Capital Days on Turnover
Customers
2022-23 Highlights
2 Million+ 0.9 Million 65-70%

Consumers served Monthly customers Repeated customers
monthly attracted through
online medium
2.5 Million+ 49 Million+

Average footfall per month Reach on social media
(Including Natures Basket)
Operational
6.6% 5.6% 09 10
Growth in Trading area growth New stores Value market stores having
revenue during the year opened trading Area of 1.4 Lakhs sq. ft
6
Environmental
44.6 MT 55.1 MT 100 kW

Usage of cloth Usage of biodegradable Existing capacity of
shopping bags shopping bags renewal energy
Social
90,000+ Meals 1,25,000 Manhours

Served to orphanage and old Training provided to employees (1,15,817 manhours in
age homes Spencer’s & 9,183 manhours in Natures Basket)
‘Great Place to Work’ Food Safety Training

Awarded for the 4th time in a row For hygiene and sanitary practice
Governance
08 100% 04
Board members Board members with over Independent directors
five years of experience
05 01
Committees Woman director
7
Over Two-Decades Strong

About Spencer’s Retail Limited
Spencer’s Retail Limited (herein, ‘Spencer’s’ or ‘the Company’)

is a part of RP Sanjiv Goenka Group. A multi-format OMNI-
Channel retailer, Spencer’s provides consumers a wide range
of quality products across categories such as food, personal
care, fashion, home essentials, electrical and electronics. The
Company has been a consumer-centric brand since its inception.
Spencer’s is among the pioneering brands that introduced the concept of organised retailing to Indian consumers. The
Company efficiently manages its operations in the organised retail sector primarily with an aim to enhance its brand
positioning. This vision encompasses the philosophy of delighting shoppers by offering them high-quality products
and services at affordable prices, all within a pleasant retail environment.
Visi n To be a dynamic conglomerate
Core
driven by sustainable growth,
efficiency and innovation.
Val es
Customer First
Keep customers at the core of every action
Execution Excellence
Strive to be the best in everything we do
Credibility
Instil trust, confidence and accountability with our actions
Agility
Move ahead of time quickly
Risk-taking
Dare to go beyond
Humaneness
Be fair, respectful, transparent and sensitive
Sustainability
Be equally responsible for people, the planet & profits
8
OMNI-Channel
Mode of operation for seamless service delivery
79 186
Large stores Stores in operation
107 14.43 Lakhs sq. ft

Small stores Retail space
5,224+ 44
Employee count No. of cities of operation
(consolidated) within country
9
Natures Basket
Natures Basket is a premium gourmet retailer present in Mumbai, Pune, Delhi and Kolkata. With a goal to establish
itself as grocery shopping destination, Natures Basket provides consumers with a diverse selection of food products
and grocery items, along with the convenience of home delivery. Serving as a comprehensive ‘One-stop’ shopping
destination, it specialises in gourmet offerings, international cuisine, and exotic items. Natures Basket also offers
imported ingredients, healthy options, and organic products. As a result, it has become the preferred choice of retailer
Building Brand. Amplifying Identity.
in India for international food and multi-cuisine products, emphasising its commitment to delivering the freshest and
finest culinary experience.
35
Stores across India
1.08 Lakhs sq. ft.

Retail space
6+
Cities served
719
Employees
Natures Basket Distinct

Private Brands
Cognitive Experiential Routine
10
The Gift Studio
The Gift Studio (TGS) delivers a unique gifting

experience that offers customers the ease
of purchasing customised gifts and choosing
from a wide choice of flowers, gourmet food
and gadgets. From purchasing the gift item to
selecting the sleeves on it, TGS covers it all for
the customers and provides a complete gift-
shopping experience.
TGS endeavours to create a distinct brand

image in the gifting space all over the country.
The OMNI-Channel presence and pan-India
coverage are driven by attractive offers
and hampers designed by fashion and art
luminaries, including celebrities like Sonam
Kapoor Ahuja, artists like Bose Krishnamachari
and Paresh Maity, and fashion designer
Anamika Khanna, to name a few.
11
Offering Seamless Experience.

Providing Premium Services.
Spencer’s brands cover a lot of articles in the food space, including rice, pulses, whole spices, dry fruits and nuts,
sauces, instant noodles, breakfast cereals, honey, bread, beverage, wafers, pickles, jams and cookies, including fruit
pickles which are customised to regional flavours. Its personal care range includes items such as face wipes, tissues,
baby needs, and hand wash, while its home care range includes detergents, dishwashing soaps, toilet cleaners and
floor cleaners.
Spencer’s private labels offer a wide range of products ranging from food, personal care and fashion, to home utility
items and more. Spencer’s Smart Choice, Tasty Wonders, and Clean Home are some of its brands which offer a varied
choice when it comes to catering to modern household needs.
Kitch brand provides premium home care solutions starting from cooking to serving, your kitchen partner. Its
assortment includes premium storage and kitchen utensils, beautifully designed melamine ware, and foil wraps.
In the fashion and apparel space, Spencer’s offers contemporary and classic looks through its brands, catering
to casualwear, loungewear, leisurewear, formalwear, and accessories such as leather items, casual jewellery and
footwear. Some of the popular private-label brands along with the Company’s strategic SOR brands are Island
Monks, Mark Nicolas, Scorez, Island Monks Kids and many more. All the products are conveniently priced and promise
great quality.
Diverse Portfolio
12
Spencer’s Private Brands
General
Merchandise
Apparel
Staples & Electric &

FMCG Electronic
Natures Basket Private Brands
Cognitive Experiential Routine
13
Growing Consistently.
The Company’s key competency includes serving its customers by offering and providing them seamless shopping
experience. Spencer’s has always endeavoured to provide a superior shopping experience to become a preferred
one-stop destination. Thereon, the Company’s core competencies as a leading retail brand can be bifurcated into three
primary categories viz. Product, Reach, and People. The sub-categories further, enable the Company to penetrate the
market deeper and gauge a stronger share.
People
Pillars of Growth
Reach
Products
14
Products
Presence across Numerous Segments Differentiated Product Portfolio
in the Organised Retail Space Spencer’s provides its customers with a huge selection
of products, making it the Company’s speciality. Its
Spencer’s wide presence in the segments of
private brands, including 2Bme, Smart Choice, Healthy
organised retails makes it a convenient one-stop
Alternatives, Hands-on, and Inscapes, curate a wide
destination for customers to cater their needs
range of differentiated products and testifies the
Company’s commitments towards its customers.
21
enjoys presence across
72% No. of private brands

Segment share of organised retail under Spencer’s
Wide Range of Products Commitment towards Freshness

The Company offers a diversified base of Spencer’s commitment towards delivering fresh
products spread through its supermarket basket. foods i.e., seafood, meat, as well as fruits and
vegetables, to the customers is a compelling reason
for its customers to visit the stores repeatedly.
Reach
Pan-India Reach Out-Of-Store Model
Spencer’s and Natures Basket operate a total of 186 stores Spencer’s successfully implemented an exceptional
across the country, strategically distributed in various regions. ‘Omni-Channel’ model. Moreover, the Company’s
Andhra Pradesh, Delhi, Haryana, Jharkhand, Karnataka, Kerala, ‘Out-Of-Store’ channels, which encompass phone and
Maharashtra, Tamil Nadu, Telangana, Uttarakhand, Uttar WhatsApp-based ordering and delivery services, have
Pradesh and West Bengal are among the states that the effectively tapped into a vast customer base. This has
Company covers. significantly streamlined how Spencer’s interacts and
Experience Centres connects with its valued customers.
Spencer’s believes in offering its customers a seamless

shopping experience. And so, the Company has created
experience zones where its customers can stroll in and try out
various items easily and conveniently.
People
Efficient Distribution Network Customer Centricity
Spencer’s has ensured an efficient distribution network that The Company prioritises customer-centricity over
enables the Company to cater to its wide and thick customer everything and therefore, sources products that
base nationwide. This distribution network comprises small, cater to their varied needs and preferences.
medium and large vendors along with various leading MNCs.
15
An Interview with The Chairman

From the Management’s Desk
The year 2022-23 marked a year of optimism as the growth momentum

is expected to be on a continuous run. With pent-up consumption both
from the Government and private sector and calibrated macroeconomic
policies to anchor the inflationary pressure, India continues to
dominate its position as one of the fastest-growing economies in the
world. Businesses across industries are getting benefits from higher
consumption, resulting in steady economic activities across the country.
To transform and thrive in the industry, Spencer’s continues to foster
business growth through the OMNI-Channel transition and entering
into a new ‘Value Market’ proposition. Omnipresent Retail India Private
Limited (ORIPL) has registered its first-ever positive EBITDA at Gross
Merchandise Value (GMV) of ` 302 Crores in 2022-23.
16
What is your take on the overall fits into, the aspirational consumption We continue to nurture our human
macro-environment? met through the Spencer’s proposition, resources to foster their growth and
and the value-conscious segment development by organising various
In the global canvas, India has
that we are currently piloting in training programmes such as Umang,
successfully retained its front-runner
select geographies. This will ensure Utsav, Utthaan, Customer First
position as one of the fastest-growing
our complete coverage across the Training and Campaign, and Leaders
economies. In 2022-23, the country
consumer segments and enable us to of Tomorrow, among others. We have
reported a growth of 7.2%, further
grow exponentially in the market. been certified as a ‘Great Place to
highlighting its economic prudence.
Work’ for four years in a row. At the
In this direction, we have launched the
From the industry perspective, the retail end of the financial year, strength of
first set of our value market stores.
industry is considered to be one of the our employees stood at 5,224, which
And we are also planning to open 10-
most dynamic and fast-paced industries included people in stores, distribution
15 new stores, including Spencer’s and
in the country and is expected to reach centres and at the corporate office.
Natures Basket, having a trading area
US$ 1.5 Trillion by 2030. The industry
addition of ~10% on our base. “ORIPL”
contributes to 10% of the country’s How does Spencer’s adhere to a
delivered the first ever positive EBITDA robust governance structure?
GDP and 8% of employment. In the
for the year 22-23 with a GMV of
aftermath of COVID-19 pandemic, there
` 302 crores. 50% of our Board Members are
has been an inevitable transformation
in the industry in the form of online independent and our Company
retailing. With customers accepting is overseen and managed by an
How would you define
online platforms more than ever, the experienced and professional Board of
Spencer’s approach towards
retail industry is transitioning in the Directors. We have established a code of
sustainability?
same direction. It is expected to reach conduct, policies, procedures, and Board
Sustainability is one of our Core Values committees to oversee our operations.
a valuation of US$ 120-140 Billion
and we are cognisant of our social We benchmark our governance
by 2025-26 with a 25-30% annual
and environmental responsibilities. practices every year and further
increment. Brands across the sector are
To reduce our carbon imprint, we strengthened them by updating our
also investing more intensively towards
have employed renewable energy as policies along with our Legal compliance
enhancing the customer-centricity of
part of our energy mix and installed management tool and Insider Trading
their online platforms. Other catalysing
solar panels and other energy-saving compliance management tool.
factors such as changing demographic
technology for lighting our premises.
profiles, increasing disposable incomes,
We have reduced paper consumption What is the way ahead for
urbanisation, and changing consumer
and are providing e-invoices to our Spencer’s?
tastes and preferences are also aiding
consumers. We have also cut down the
sectoral growth and transformation. The structural shift to online
usage of plastic carry bags by using
e-commerce is expected to bring more
What strategic imperative alternate eco-friendly biodegradable
financial leverage to our Company along
Spencer’s adhered to during the packaging material. Thereby, taking
period? with the value market model, we are
small steps towards becoming a
endeavouring recently. During 2022-
Our strategies are mainly focussed on greener company.
23, we invested ` 27 Crores across
our OMNI-Channel growth along with our infrastructure and technology to
our new value market proposition. further boost the long-term growth
During 2021-22, we strategised How does Spencer’s nurture its
prospects of our Company. We are
to drive our efficiency through the human resources?
witnessing traction in both footfalls
‘Out-Of-Store’ business that is our We have prioritised the interests of the and digital platforms. With the retail
OMNI-Channel approach and prioritised people associated with us. This value industry poised to grow with a robust
the expansion of our high-margin recognition is reflected in our ever- momentum, along with macroeconomic
categories including non-food sales engaging people proposition. Driven stability back on track in almost every
mix through better assortments and by the core value of ‘Humanness’, our aspect, the way ahead for Spencer’s
increasing Sales or Return (SOR) brands people-centric culture is an integral looks highly promising.
in general merchandise and apparel. part of organisational success. We
From our perspective, the Indian grocery Regards,
always strive to identify the areas
market caters to three broad consumer of opportunities and drive positive Dr. Sanjiv Goenka
classes. These include the premium/ cultural change through inclusive Chairman
gourmet segment that Natures Basket policies and practices.
17
CEO and Managing Director Communique...
The year 2022-23 proved to be a progressive year for the

country and also for us at Spencer’s. As the nation was
From the Management’s Desk
navigating multiple challenges, at Spencer’s we continued to

showcase resilience, while forging ahead with optimism.
18
Dear Shareholders,
As the incoming CEO and MD of On the financial front, Spencer’s will help us even more to increase the
Spencer’s Retail Limited, I feel witnessed 9% growth in 2022-23 effectiveness of our working capital and
humbled and honoured to present our with a turnover of ` 2,180 Crores and we continue to operate with negative
Company’s performance for 2022-23. sustained Gross margin at 19% on working capital on a consolidated basis
The business’ strong market standing a standalone basis. We witnessed a during the year.
and repute are indeed a result of the drop in the EBITDA and PBT from the
Additionally, we have carefully evaluated
Management’s prudence, employee’s previous year due to the reinstatement
our stores during the period under
efforts and the strong & relentless of multiple variable cost lines and also a
review and have closed nine of our loss-
support of all stakeholders. For this, I one-time gain from investment income
making stores, having a trading area of
would like to thank all our stakeholders last year. Total Costs as a percentage
77,ooo sqft, while opening nine, having
and look forward to their continued faith of Total Sales are under control and at
a trading area of 82,000 sq.ft. We are
in us. similar levels. EBITDA stood at
also looking to expand our trading area
` 34 Crores, and PAT stood at ` (-)153
Looking at the sectoral prospect, by 1 Lakh sq.ft. in the upcoming year in
Crores in 2022-23. The performance of
the organised retail sector in India our existing clusters.
Natures Basket, our Gourmet, food-
continues to expand, primarily driven Our Company realises the resilient
focussed format was relatively soft with
by the growth of modern trade and skilled nature of our employees
a dip of 9% in revenues at ` 274 Crores,
and e-commerce, stimulated by and appreciates their efforts in driving
with an EBITDA and PBT of ` 0.6 Crores
supermarkets, hypermarkets and quality work on a daily basis and
and ` (-) 56 Crores, respectively.
convenience formats. However, the business results delivery. Therefore,
traditional ‘Kirana’ or Neighbourhood During the year, we forayed into a
Spencer’s mission towards nurturing
stores will continue to be a significant new format ‘Value Market’ for value-
employees is guided by a directional
part of the retail landscape, particularly conscious consumers. So far, the
approach that includes cultivating
in semi-urban and rural areas. response has been encouraging and
the right talent, providing employees
we shall be evaluating the performance
India, a country of 1.4 Billion people, has with proper training & development,
of these stores and shall take the
always been a land of diverse tastes, rewarding and recognising employees
necessary steps way forward. We
flavours, traditions and habits. As a for their contribution, and providing a
continue to focus on our existing
result, the food and grocery retail sector safe working environment for all.
building blocks for the year which
in India offers opportunity to curate In conclusion, I would like to take this
includes providing our consumers a
assortment and propositions, tailored opportunity to express my gratitude to
seamless shopping experience with
to the nuanced palate of the Indian all our stakeholders, Board colleagues,
wide assortments, expanding in existing
consumer. To succeed, it is imperative customers, supplier partners and team
clusters at locations where we are
for businesses to understand the members for their continued support.
confident of winning since inception,
diverse yet evolving consumer needs, Your confidence in us has allowed us
and focussing on driving growth from
leverage data and technology, offer to emerge as a more resilient and agile
our OMNI-Channel business, which has
value and a consistent, delightful organisation and we can assure you that
created significant impact in the minds
shopping experience. Our Company’s we shall strive to drive the organisation
of the consumers and accounts for a
focus has always been to meet and towards delivering stronger, profit-
heathy double-digit sales mix.
exceed our customer’s expectations by optimised and inclusive growth in the
providing an unrivalled assortment of We are also taking necessary measures
years to come.
quality products at competitive prices, to control our operating costs, including
in a shopping environment that is not negotiating our contracts with the With Best Regards,
just transactional, but experiential. We partners and also making investments
understand that shopping for groceries in warehouse management Anuj Singh
is not just a chore but a journey that technologies to improve the CEO and Managing Director
needs to be enjoyable. effectiveness of our supply chain. This
19
Harnessing Resources. Building Possibilities...
Inputs KPIs
Our Resources and Relationships for 2022-23
Financial Capital
• Total Asset: ` 1,629 Crores
The financial resources deployed by the
• Total Debt: ` 542 Crores
Company
• Capital Employed: ` 771 Crores
Our Integrated Business Model
Manufacturing Capital • Stores (including Natures Basket): 186

The physical infrastructure used in selling the • Distributions Centres (including Natures Basket):
merchandise 18 (4 NBL)
• Cities Covered: 44
• Total Trading Area: 14.43 Lakh sq. ft. (All figures are
consolidated)
Intellectual Capital • Investment in Technology Development and

The intangibles that constitute the brand, its Upgradation: ` 27 Crores
products and service offerings, providing a • Mobile Application and Website: Delivering
competitive advantage Seamless Customer Ordering
Read More on Pages 38-41 • Online Payment System
Human Capital • Total Employees: 5,224

The skill and experience vested in the (4,505 in Spencer’s & 719 in Natures Basket)
Company’s associates which enable it • Women Employees: 1,171
to deliver its products and services and (990 in Spencer’s & 181 in Natures Basket)
implement strategy, creating value for all • Training Conducted: 1,25,000 manhours
stakeholders (1,15,817 manhours in Spencer’s & 9,183 manhours
Read More on Pages 42-45 in Natures Basket)
Social and • Providing Employment to Local Communities

Relationship Capital • Engaging with National Skill Development
The key and long-term relationships the Institutions in Sourcing Retail Apprentice
Company has cultivated with customers, • Partnering Farmers to Source Vegetables for Local
suppliers, associates, shareholders, Farmers
government and community • Organising Customer Events and Festivals
• Providing Robust Customer Support Infrastructure
• Offering a Large Distribution Network Contribution
to Ex-chequer: ` 281 Crores
Natural Capital
The judicious consumption of environmental
• Facilities with E-billing Facility: 186 stores
resources and efforts by the Company to
• Stopping the Usage of Single-use Plastic as per
minimise its impact through sustainable
Government Norms
business activities
• Promoting Usage of Cloth Bags, 100% Biodegradable
Read More on Pages 48-49 and 100% Compostable Plastic
20
Spencer’s Activities Output Capital-wise SDG

Performances Linkages
Financial Capital
Business Structure Spencer’s Strengths
• Revenue: ` 2,485 Crores
Retail Store Business • One of the Leading
• Net Cash Generated from
E-Commerce Business Organised Retailers
• Pan-India Reach Operating Activity: ` 2,674 Crores
• Loyal Customer Base • Negative Working Capital: ` 59 Crores
Physical Capital
Value Created for Stakeholders
• Total Customer Footfall: 2 Lakhs+ per
month
Transforming Operations to Cater Dynamic Demand • Stores Added During the Year: 9
• Fortifying the Digital Presence (7 in Spencer’s & 2 in Natures Basket)
• Launching ‘Value Market’ format Business Architecture • Number of Bills (NOB) in 2022-23:
• Enhancing Supply Chain Management and In-Store Efficiency 20 Lakhs+ per month
• Expansion in Existing Clusters
Catering to the New Horizons of Retail Space Intellectual Capital

• Enhanced Customer Experience
• Online Shopping Website And App
Strategies for Constant Value Creation and Delivering Top-Notch
Enhancements
Services to the Customers
• SRL Sales Contribution
• Effective Sourcing of Products
from Private Labels: 11%
• Cost-Effective Measures to Drive Best-in-Class Customer Offers
• Reach on Social Media: 49 Million+
• Building a High-Performance Team
• Customer-Centric Business Transformation • GMV Value: ` 302 Crores
• Constant Community Investments to Drive Inclusive Growth
Human Capital
Focussing Towards Long-Term Developmental Aspects • Talent Hired During The Year: 2,379
• Awarded ‘Great Place to Work’
4 Years in a Row
Value • Employees Working Over 5 Years: 852
Creation
(701 in Spencer’s and 151 Natures Basket)
Sustainable
Social and Relationship Capital
Value-Creation
Methodology • Proactive Stakeholder Engagement
Programme, Including Seminars,
Output Conferences, And Meetings
Trade-Offs Optimisation
• No. of Customers Served: 6.73 Lakhs
• Revenue % from Repeat Customers: 65-70%
Trade-Offs
• Employee Productivity
Decision-making is guided by the Company’s strategic pillars enabling
(Sales Per Employee): ` 48.40 Lakhs
it to focus on what matters most to its business. By doing so,
the Company optimises the trade-offs between the capitals, that • Majority of Employee Recruited From Local
ultimately arise as an outcome of its business activities. Communities
Natural Capital
Output Optimisation
• Renewable Capacity: 100 KW
The constant endeavour of Spencer’s remains delivering value to
• Reduction In Paper Usage Through E-Billing
the customers through its business output, generated by utilising
the capital inputs in the business activities. The Company actively At All Our 186 Stores
seeks to maximise its output without affecting the resources. • 44.6 MT Usage Of Clothes Bags
Thus, conscientiously reducing its impact on the communities and • 55.1 MT Usage Of Biodegradable Shopping
environment in which it operates Bags
21
Understanding Needs. Focussing Growth...

The success of a Company relies on building and fostering positive relationships with individuals, communities,
stakeholders and organisations that have a vested interest in its business and may be affected by its choices.
At Spencer’s, the Company identifies critical stakeholders through strategic planning method aims at delivering
sustainable long-term value. Stakeholder engagement and analysis is therefore, a key element as a part of the
Company’s growth-seeking endeavours. The Company engages with these important groups in a variety of ways, from
direct discussions to surveys and participation in community, industry and government forums. This provides valuable
insights that aid in the Board’s deliberations and lead to informed decision-making. Spencer’s puts its stakeholders at
the heart of its operations and strategic framework that set out the business’s purpose, values and culture.
Financial Capital Manufactured Capital Intellectual Capital
Human Capital Social and Relationship Capital Natural Capital
Stakeholder Capitals Importance for Engagement Mode

Stakeholder Engagement
Stakeholder Priorities
Group Linked Spencer’s and Frequency
Customers Ultimate More convenience D

aily engagements in
consumers of our stores
Great service
products and
RWA strategy
services Affordable prices, good
value O
ut-Of-Store model
P
roduct quality and C
ustomer-support
food safety helpline
Consistent availability R
egular customer
surveys, consumer
Rewards for loyalty
forums and online
Community customer panels
involvement
V
arious social media
platforms
Investors Key providers of E

thical business Investor
presentations
debt capital practices and good
A
nnual General
corporate governance
Meeting
R
egular dividends, as
Investor grievance
applicable
channels
S
ustainable
Annual Report
performance and value
creation
E
SG integration
into strategy and
operations
T
ransparent reporting
and disclosure
22
Stakeholder Importance for Engagement Mode and

Capitals Linked Stakeholder Priorities
Group Spencer’s Frequency
Employees Key enablers of T

raining, career W
eekly/monthly/
business credibility development and quarterly reviews
as a leading wellness programmes
T
raining and development
organised retailer
P
erformance evaluation workshops
and recognition
E
ngagement initiatives,
C
ompetitive rewards HR forum, town halls
and remuneration
Performance assessment
D
iverse, open, non-
discriminatory, and safe
working environment
Communities Providers of the S

ocial upliftment R
WA programmes
socio-economic
C
ommunity welfare Employee volunteering
context in operating
initiatives
environment
Government/ Providers of the C

ompliance with rules M
andatory regulatory
Regulators socio-economic and regulations filings
context in operating
L icenses P
eriodical submission of
environment
business performance
T
imely reporting through
various compliance- W
ritten communication
based forms
M
eetings in industry
forums
Suppliers/ Help develop a F

air and ethical S
ustainable supply chain
Vendors robust business procurement & initiative
environment and engagement practices
Supplier meets
create shared value
P
ricing and favourable
V
endor council
terms of payment
Audits
Timely clearance
23
Enhancing Preparedness. Scaling Performance...

Amid a rapidly changing business environment, assessing the key concerns that can potentially impact the business
becomes crucial. This requires identifying the concerns and planning for effective strategies to develop an even
stronger, more adaptive business model.
Evolution and transformations are part and parcel of the external environment. A lot of these changes are
unforeseeable and uncontrollable. This is due to a number of factors, including shifts in the economic, ecological, and
social paradigm, shifting consumer demands and trends, and improvements in operating systems and technology,
among others. In order to decide the most sustainable course of action, Spencer’s has defined a few material subjects
to help figure out the stakeholders concerns in line with the Company’s business priorities. Thus, striving to create
sustainable value for stakeholders over the short, medium and long term.
To ensure a broad and inclusive approach, the Company’s material assessment includes reviewing the following facts:
Macroeconomic trends industry trends, and sustainability trends

Materiality Assessment
Corporate risk framework
Issues identified through the Company’s existing policies and commitments
Sustainability impact footprint – estimating Spencer’s impact across key impact

areas such as employment, health and greenhouse gas (GHG) emissions
Non-governmental organisation (NGO), competitor,

regulatory and trade association concerns
24
The Company’s material assessment process is based on quantitative and qualitative inputs from various external and
internal sources. The consecutive steps thereon include:
Identifying the Issues Gathering Internal

Stakeholder Inputs
Identifying topics of importance
to the business, stakeholders Gathering inputs from internal
and society and environment. stakeholders viz. both from central
and divisional business units.
Understanding External Aggregating and

Stakeholder Inputs Analysing Material Issues
Understanding the concerns Analysis of the internal and external
of external stakeholders. context in which Spencer’s operates,
combined with all stakeholder
inputs, resulting in the prioritisation
of Spencer’s material issues.
List of Material Topics with SDG Linkages
Stability of Retail Value Chain Financial Performance Government Initiatives and Missions
Security of Supply Community Benefit Customer Privacy and Data Security
Customer Satisfaction Employee Engagement Energy Management
Technology-led Processes Training and Development Environment Conservation
Competitive Landscape Compliance
Corporate Governance Risk Management Framework
25
Adapting Changes. Responding Needs...
Fortifying Digital Presence

Over the past few years, there has been a tremendous surge in the demand for online shopping. To meet
this demand, Spencer’s has successfully established a strong OMNI-Channel presence in the market. The
Company’s OMNI-Channel model is primarily attributed to its integrated shopping platform comprising
physical stores and its ‘Out-Of-Store’ model. Herein, the Out-Of-Store strategy includes WhatsApp, Phone
delivery, Social Media, E-commerce websites, Mobile app and Resident Welfare Associations (RWAs),
that use Spencer’s physical stores as hubs. Additionally, Omnipresent Retail India Private Limited (ORIPL),
the Company’s e-commerce subsidiary, serves as a platform through which Spencer’s engages with its
customers. Thus, taking a significant stride towards establishing a robust OMNI-Channel presence.
7.6x `302 Crores

Growth registered by ORIPL, GMV in 2022-23
compared to pre-COVID-19 levels
30+
Growth Strategies
Cities served through OMNI-Channel mode
Strategic Enablers
The Company serves its customers through an OMNI-Channel model while offering a superior shopping
experience underpinned by:
26
The ‘Value Market’ Proposition

The retail industry is experiencing significant changes due to widespread and rapid urbanisation as well as demographic
changes. The rise in demand from tier III and tier IV cities is reshaping the organised retail sector. Acknowledging this
transition, Spencer’s initiated a strategic shift in its business starting from the fiscal year 2022-23. The Company has
ventured into a new format with its ‘Value Market’ concept. This new business model primarily focusses on catering to
value-conscious customers residing in tier III and tier IV cities.
The Indian grocery sector mainly caters to three broad consumer groups viz
Premium/Gourmet Aspirational Value Conscious
The Company began to cater for the premium retail segment with
10
Natures Basket. With the introduction of the ‘Value Market’, the
Company has also become eligible to cater for the value-conscious
divisions. This has enabled Spencer’s to deliver its services to a wider
customer base, while seizing a greater market share in the organised Value Market stores
retail section.
opened in 2022-23
Expanding into Existing Geographies Organically
Spencer's + Natures
Basket’s Presence
North
46 stores
East
58 stores
West
22 stores
South
60 stores
27
Capitalising Opportunities. Solidifying Progress...
With a strong focus on transformation and capitalising

on opportunities in the external landscape, the Company
strives to achieve even better financial outcomes. The
operational transformation that occurred in the previous
year had a clear impact on the Company’s financials. But
successful implementation of various plans and capable
strategies led to record positive returns despite challenges.
Post-COVID-19 pandemic, the boom in e-commerce is well underway and gaining momentum
constantly. Increased footfall during the previous year and greater traction from the online retail
space propelled the Company’s performance for the year under review. E-retail is a crucial factor
of transformation which is fast driving change in the industry. There has been a significant shift
and acceptance in non-food categories, while the grocery sector is expected to experiment with
hyperlocal models. With its financial strategies, Spencer’s is confident about capitalising on these
prospects to boost its revenue and profitability.
Financial Capital
Spencer’s witnessed a turnover growth of 6.6% with ` 2,485 Crores revenue in 2022-23
compared to ` 2377 Crores in 2021-22.
28
Total Revenue (` in Crores) Purchases (` in Crores) Gross Margin (in %)
2,481 2,377 2,485 1,944 1,809 1957 20.4 20.7 20.1
2020-21 2021-22 2022-23 2020-21 2021-22 2022-23 2020-21 2021-22 2022-23
EBITDA* (` in Crores) PBT** (` in Crores)
61 101 36 (164) (122) (211)
4.4%
2.5%
1.5%
2020-21 2021-22 2022-23 2020-21 2021-22 2022-23
Working Capital## (` in Crores) Working Capital Days on Turnover
(34) (46) (59) (05) (07) (09)
2020-21 2021-22 2022-23 2020-21 2021-22 2022-23
* Earnings Before Interest, Tax, Depreciation & Amortization

** Profit Before Tax
#
Earnings Per Share
##
Working Capital = Inventory + Trade Receivables - Trade Payables
29
Emphasising Quality. Enhancing Credibility...

The shift in consumer preference is propelling a massive transformation in the retail space. Customers are more
attracted towards online retailing today and at the same time, there is greater demand arising from under-penetrated
geographies. Rapid and widespread urbanisation and demographical shifts are the primary factors of this change.
Ensuring Efficiency across Processes
Companies across the nation are extensively investing in strengthening their brand position in the digital space to
cater for the unserved population and capture greater market share.
Spencer’s is propelled by the Company’s emphasis on customers. The Company delivers a top-notch customer
shopping experience through its multi-modal shopping platforms. Spencer’s has been strengthening its physical and
intellectual capabilities to keep this performance consistent. One of its recent strategic propositions is mainly focussed
towards enhancing the Company’s credibility as an organised retailer in the country and maintaining the establishment
as a trusted retail entity.
Strengthening
Our Physical
Capabilities
Enhancing the
Our Operational
Intellectual
Credibility
Properties
30
31
Strengthening Capabilities. Catering Demand...

The Company’s physical capabilities primarily includes value-store formats across India, offering a diverse
shopping experience to a broad customer base. Its main objective is to meet the dynamic demands of customers
while also aiming to expand its presence. Post-COVID-19 pandemic, the physical set-up of stores started
traction due to increased footfall that compelled the Company to raise its store count. The recent undertaking of
the Company’s Value Market proposition’s response is also encouraging which reinforces our confidence in the
format. Thus, strengthening the brand’s positioning as an organised retailer.
Store Highlights
186 14.43 Lakhs sq. ft.

Manufacturing Capital
Total Stores Retail Space
44 Over 25 Lakhs+
Presence in Cities Average Footfall Per Month
9 (7 in Spencer’s & 2 in Natures Basket)

New Stores Opened during 2022-23
18 (14 in Spencer’s & 4 in Natures Basket)

Distribution Centres
32
Physical Store Business Model

Spencer’s store models are categorised mainly into three divisions that cater to the three major classes of retail consumers.
The Company used to operate in the premium and regular segments of consumers. But the recent addition of the value market
proposition is expected to add the value-conscious segment as one of the Company’s key focus areas, simultaneously bringing in
more consumers.
Large-Format Stores Small-Format Stores Value-Market Stores
Large-Format Stores
The Large-Format Store business model was built to gauge consumers and complement the Company’s overall business
performance. These Stores offer all categories of food and non-food products, including electronics and apparel.
79 35
Large-Format Stores Presence in Cities
14,800 sq. ft. 77%

Average Store Size Revenue Share
33
Small-Format Stores Value Market Stores

The Small-Format Stores of the Company offer a range Through its Value Market Stores, Spencer’s intend to cater to
of groceries, with a targeted range of apparel, general the segment of consumers who are value conscious and price
merchandise and other value-added services. These Stores sensitive. These stores offer attractive prices on every product.
aremore convenient and strategically located near residential The wide range of assortment along with competitive price is
spaces, offering ease of accessibility to the public. expected to deliver high volumes.
Highlights Highlights
107 23 10 10
Small-Format Presence in Cities Value Market Presence in Cities
Stores Stores*
2,500 sq. ft. 13,856 sq. ft.

Average Store Size Average Store Size
22% 1%
Revenue Share Revenue Share
* Subset of large and small format stores
34
Operating Models
Spencer's operates in multiple business models: Spencer's Retail, Natures Basket, and Value Market, each catering to different
customer categories.
Spencer’s Retail
Catering to the customers

belonging to Aspirational Segment
1,000-25,000 sq. ft. 3-5 Years

Store Size Payback Period
` 1,500-2,500 sq. ft. 1,000-2,000

Capex Cost per Sq. ft. Revenue Sq. ft. per month
35
Natures Basket
Catering to the customers belonging to

Premium / Gourmet Segment
1,100-6,000 sq. ft. 3-5 Years

Store Size Payback Period
` 2,500-3,000
Revenue Sq. ft. per month
` 4,000-7,500
Capex Cost per Sq. ft.
In-store Management
The Company places significant emphasis on effective management within its stores, which is achieved
through the following strategies:
Low waiting time Defining store Ensuring processes

for customers and work plans in place to
opening new checkout and layout to benchmark prices
counters if the queue standardise stores and enable price
is more competitiveness
36
Value-Market
Catering to the customers belonging to

Value-Conscious Segment
4,500-22,000 sq. ft. 10 Stores

Store Size With Trading Area of 1.4 Lakh sq.
ft. Across 3 Existing Clusters
` 1,500-2,000
Capex Cost per Sq. ft.
Positioning Deploying Ensuring Implementing

different energy- availability a scientific
categories saving for top- store layout
strategically devices selling SKUs to boost
across cross-selling
stores
37
Leveraging Technology.
Fast-tracking Digital Readiness...
The COVID-19 pandemic increased the demand for technological solutions to address current challenges,
including customer attraction and retention. Both businesses and consumers and supply chain management
now recognise the value of digital and contactless payments as a response to industry shifts. Spencer’s
actively makes technological investments to enhance both its customer service and business processes. Digital
platforms, social media presence and cutting-edge customer support provided by a messaging chatbot are just
a few mediums through which the Company’s utilises technology to offer convenience to its customers.
Spencer’s provide customers with personalised basket options using a digital platform and CRM tools. Toll-free
numbers, e-mail and WhatsApp are all available for call centres and customer service. Using both online and
physical businesses, WhatsApp and phone delivery, the Company aims to create an OMNI-Channel business.
Spencer’s online store takes the store to customers’ homes and offers slot-based delivery, numerous payment
options, paperless bills and product recommendations. The Company’s virtual store was well-received and its
AI-powered WhatsApp bot efficiently manages customer orders and issues. However, the Company prioritises
customer satisfaction the most and is hence constantly working to improve this area.
Intellectual Capital
Robust Technology Infrastructure
Spencers delivered ` 302 Crores of GMV

in previous year, which instilled confidence
in the Company to develop a strong
and technologically advanced backend
infrastructure. This enabled the Company to
reach and generate fresh leads effectively.
With the help of its extremely scalable and
reliable backend infrastructure, the Company
can now track its inventory and consumption
in real-time, facilitating progress with a
technology driven perspective.
The Company invested in sales forecasting

tools to analyse consumer purchasing
patterns. By gaining insights into customer
behaviour, these solutions help the Company
to meet its demands more efficiently.
Additionally, automatic reminders have also
been implemented to streamline processes
and advise stores of capacity constraints.
Enterprise Resource Planning

The Company implemented ERP systems to forecast product demand. This enables the Company
to track consumption in real-time and effectively manage its resources. Moreover, the Company’s
innovative replenishment system has led to drastically decreased store inventory levels.
38
Revolutionising Supply with Cutting-Edge Technology

Spencer’s uses technology to optimise and streamline its supply chain. By using centralised controls, the Company can
achieve a reduced cost structure and increased efficiency. The Company’s backend systems, run by SAP, enable it to employ
technology to effectively manage its sourcing — from regional to farm-fresh items — minimising inventory cover. Further,
the Company is implementing a Warehouse Management System (WMS) and leveraging machine learning to manage
complicated data and estimate sales and inventory levels to enhance process optimisation.
Customer Care and Communication

The Company has established a multilingual customer service
centre to effectively communicate with its customers and
address their concerns. To address the same the Company
has toll-free number, emails, social media platforms and the
website in place along with the ‘Your Views Matter’ (YVM) and
‘Net Promoter Score’ (NPS) initiatives.
39
Innovative Strategies to Revolutionise Our Business Model
Data Emphasis App Enhancements

The Company aims to leverage data in order Spencer’s intends to expand the functionality of
to gain deeper insights into consumers’ its mobile application to serve its clients better
purchasing behaviour, recognising the and collect insightful data. The Company’s sales
significant role data plays in shaping the strategy relies on phone-based deliveries and
future. Consequently, it focuses on collecting is committed to further strengthening and
relevant data which shall help us in to make improving this aspect.
informed decisions and improve our offerings
to customers.
IT-Marketing Collaboration Human Capital Management

The Company’s marketing team works together In order to efficiently manage its staff, the
with the IT team to allocate resources and put Company intends to upgrade and enhance its
cutting-edge digital solutions into practice. ERP system.
Adopting digital technologies improves Spencer’s
capacity to service clients while lowering costs and
facilitating more efficient resource management.
40
Balancing Growth. Nurturing Inclusivity...

Spencer’s is committed to fostering holistic growth within its organisation and the communities it serves. As a
value-driven organisation, the Company strives to create value for its stakeholders and places this as a top priority.
The Company’s commitment to social responsibility extends to nurturing and supporting the individuals who
contribute to its success. Additionally, the Company acknowledges and appreciates the invaluable support of its
customers, vendors, stakeholders, suppliers and local communities, who play a vital role in sustaining its business
operations. Through value-driven engagement initiatives, the Company fosters a positive and inclusive social
culture, ensuring the well-being and growth of all stakeholders involved.
Inclusive Supporting
Social the Social
Responsibility Community
Holistic Growth
Nurturing
the Human
Capital
41
Unlocking Potential. Prioritising People...

The Company recognises the indispensable role of its human resources in driving its operations and
achievements, considering them as crucial pillars of the organisation. Spencer’s, therefore, prioritises its human
resources, encouraging them to achieve their personal goals as they contribute to collective organisational goals.
The Company actively engages with its employees, valuing their input and understanding their roles and needs.
Thereby helping them unlock their full potential.
Spencer’s recognises the resilient, perseverant and skilled nature of its employees and the role they play in
driving quality work towards new milestones every day. One of the key factors behind the success of Spencer’s
is the eagerness, keenness, and willingness of each employee to learn and use their technical expertise within
the corporate backend and retail shelves. They consistently strive to put their best foot forward, aligning every
action with the Company’s vision and goals.
Spencer’s nurtures a human resource culture guided by five directional approaches to maintain overall growth.
The Company envisions a holistic roadmap – one led by training & development and reward and recognition to
enhance the productivity of its team while appreciating their efforts.
Hiring Right Diversity and Training and

Talent Inclusion Development
Conducive Health and Reward

Human Capital
Ecosystem Hygiene Recognition
Hiring Right Talent

For any business’ long-term success, inclusion is
one of the key aspects to consider. At Spencer’s, the
Company is cognisant of the critical role inclusion
plays in attracting, maintaining and retaining diverse
pool of talent. The Company engages in targeted
employer branding activities and implements
competence-based recruitment practices to ensure
cultural fit and diversity. This approach includes
utilising a structured interview guide that focusses
on assessing behaviours over everything else.
2,379
No. of New Talent Hired during 2022-23
42
Diversity and Inclusion

Creating a strong, resilient, and collaborative workforce begins by embracing
5,224
the concept of social equity within the operations. Spencer’s firmly believes Total Workforce
that individuals from diverse socio-economic backgrounds, regardless of their
caste, creed, gender, race or abilities, contribute to an environment where
intellectual exchange thrives, fostering the philosophy of unity in diversity
1,171
within the organisation. Therefore, Spencer’s promotes and supports diversity
and inclusion at workplace, rejecting all forms of prejudice and stereotypical
behaviours.
Women Workforce
Training and Development
Upskilling the workforce is essential for keeping pace with the industry’s fast developments. At Spencer’s, the training
and development programmes aim to help its employees future-proof their capabilities and skills. The Company nurtures
its employees talent by exposing them to various opportunities to gain and enhance knowledge and experience. Thus
preparing them to take up leadership roles in future. This is supported by a range of workshops and training programmes
held by the Company covering leadership, functional & behavioural training and more.
22 10,791 50,229
Major Training Sessions through Manhours
Sessions in
Cashiering Training New Store Training

Customer First Phone Delivery Training
DC & DSP- Goods Receiving POP Management Training
Ethics & Integrity Private Brands – Product Knowledge Training
Fashion – Product Knowledge Training SAP Training
Fire Safety Training Selling Techniques
Food Safety Training SOP Training
Fresh – Product & Process Knowledge Training Masterclass – Train The Trainer
Foundation Training Program Value Store Training
Good Receiving Creative Data Visualization in PowerPoint Training
Liquidation, Best Before Date and Expiry check Canva Workshop
Liquor SOP Training Competency Framework Training
Training Programmes Conducted throughout the Year are Highlighted Below:

Foundational Training Programme and ‘Parichay’ Customer First Training:
As a part of its talent development programme, this initiative aimed at building the capabilities of the Company’s
existing workforce. The team underwent a three-day floor-based training that focussed on strengthening
foundational aspects relevant to work. Thus enabling them to understand their respective roles more clearly. The
participants were thoroughly assessed and were also given certificates thereafter on the completion of their training.
Spencer’s Customer-First training was designed to educate employees on effective customer-handling techniques
and share best practices from various areas. The goal was to ensure a welcoming and seamless customer experience
from start to finish by equipping workers with the necessary skill set and knowledge.
43
Rising Stars - Utthaan My Career Growth:
Rising Stars is part of Spencer’s talent retention programme wherein the Company identifies high performers
from within the team. It helps the Company understand and shape the career paths of these employees within the
Company. The participants include various Sales Associates, Team Sales Leaders, and Department Sales Managers,
among other organisational departments. The idea is to identify the strength and growth areas of the high-
performing employees and enable them to move up the ladder.
Apart from these, the Company also holds regular interaction of its team members with their Regional Managers (RMs),
under the programme ‘Maan ki Baat RM ke Saath’. Further, a new uniform was introduced for the Spencer’s family
with a gender-neutral waistcoat and a separate winter attire. The idea is to have a team that exemplifies extreme
professionalism in its appearance and along with facilitating meets with the Company’s regional leadership. Thus,
enabling direct interaction and communication, celebrating all sorts of small and big wins together.
Conducive Work Environment

A conducive work environment refers to a setting that fosters productivity, collaboration, employee well-being and
regular employee engagement. Spencer’s prioritises all of these to ensure that its employees are mentally, and physically
in a sound state to address the challenges faced at work. The Company, to ensure a smooth running of this system,
regularly takes feedback from employees so that their issues can be addressed proactively. The Company’s policies create
an environment that encourages team members to approach their daily tasks with enthusiasm and energy. These policies
foster a conducive ecosystem where employees feel motivated and inspired to give their best efforts.
Additionally, the Company conducts regular performance reviews, providing an opportunity for team members and
leaders to discuss strengths, areas of improvement, and support mechanisms. The emphasis is on identifying growth
areas and exploring how employees can maximise their potential through their work.
The ‘My Growth’ programme is for the employees who have successfully completed 1.5 years and 3 years here at
Spencer’s and are ready to apply for Assistant Department Manager’s and Department Manager’s roles, respectively.
Employees who have completed 2-3 years in the Company become eligible for consideration for the position of Store
Manager. The intent of this initiative aims to cultivate skills within the team and empower them to assume leadership
positions.
Health and Hygiene

During the COVID-19 pandemic, Spencer’s
underwent transformations involving safeguarding
stakeholders interests. Starting from providing
remote working facilities to health insurance
benefits, the Company undertook the best possible
means to maintain the productivity of its workforce
without leading to any health-related concerns.
Moreover, Spencer’s conducted vaccination drives
for its employees during that time and made
certain health-related protocols a mandate for
daily operations. Thus, encouraging a workplace
wherein people can perform their duties without
risking medical boundaries.
44
Reward and Recognition Programme

The Company acknowledges its employees’ untiring efforts in propelling productivity and results through their performance.
This also provides the workforce with a platform to evaluate their growth and improve with time. It includes motivating
them, and providing them with further aid to enhance their productivity at work while nurturing personal growth. The
idea is to establish a transparent channel for communication with the employees, increase their engagement with the
Company’s operations by taking part in generating more ideas contributing to the business plans. The following are the two
key programmes that form a part of our reward and recognition policies:
Spencer’s launches its First all Women Store at Kolkata ‘UMANG’ is the Company’s digital platform that
introduces business leadership to disseminate
important information to employees -- in terms of
business numbers, future plans, and more aspects,
overseen by the Company’s top talent.
‘UTSAV’ is the Company’s monthly score rewards and
recognition programme launched in March 2022.
3,000+
Team members attended
Highlight of Our Human

Resource Management
Spencer’s was honoured with the ‘Great

Place to Work’ certificate for the 4th time. This
testifies the Company’s hardworking and
talented workforce that has created a culture
of high-quality and ethical work, empathy, and
diversity.
45
Strengthening Bonds. Building Trust...

Spencer's is cognisant of the importance of its social capital and how it shapes the business's operation,
character and standing. The Company interacts with customers, vendors, suppliers and the neighbourhood in
which it operates and it puts a lot of effort into developing trust through solid relationships with its stakeholders
to establish long-lasting relationships, profitable to everyone.
Social & Relationship Capital
Spencer’s Commitment
to Customer Satisfaction
Spencer’s top priority is to make every visitor’s experience
unforgettable. In order to do this, the Company concentrates on
comprehending their requirements. This helps in figuring out how to
make their buying experience more convenient and delightful.
Through continual data collection on consumer input, the Company

strives to stay abreast of their tastes and requirements. In addition, it
has created Experience Zones in its stores so that customers can test
out the goods and make informed decisions. The Company also rolls
out promotions for key events like Diwali, Dhanteras, New year and
other holidays to make the consumers feel special. Spencer’s is aware
of the importance of holidays in people’s life and desires to participate
in their festivities.
Additionally, the Company provides prompt and fresh delivery of its

products with the option of quick delivery within 90 minutes. This
service has grown to be one of its most well-liked offerings and has
helped Spencer’s stand out in the retail sector. The dedication thereon
helps ensure customer happiness and motivates the Company to
proactively enhance its offerings.
46
Vendors and Suppliers

Spencer’s business operations and the lifecycle of its
products depend heavily on vendors and suppliers.
Maintaining a good connection with them is crucial
to ensure prompt delivery of high-quality goods and
raw materials. This subsequently affects the revenue,
customer satisfaction and retention levels by enhancing
operational effectiveness and product quality.
The team at Spencer’s works hard to comprehend the

requirements of its suppliers and vendors and to assist
them in providing high-quality goods on schedule. This
involves sending payments on time, communicating
clearly and offering accessible channels for difficult-
to-understand procedures. Additionally, it has a strong
distribution network that enables the Company to buy
products directly from producers, giving it the power
to bargain for better trade conditions and reduce the
amount of working capital it needs.
Community Initiative
The Company places great importance on the growth
and enhancement of local communities. To fulfill its
sourcing requirements, it collaborates with various
vocational training institutes. Regular workshops
are conducted with these insititutes to uphold high
workforce standards. Through its skill development
programme, individuals from the local community
have the opportunity to find employment. At
Spencer’s, fostering relationships is the Company’s
key focus, and this extends to its collaboration with
the Resident Welfare Association (RWA).
47
Maintaining Harmony. Encouraging Preservation...
As a responsible corporate citizen, Spencer’s takes it to be its prime

duty to act environmentally conscious and contribute to maintaining
the delicate ecological balance. Therefore, the Company has invested
in the ecological transformation of its business activities to mitigate
environmental risks. Adherence to sustainable business practices
and educating its stakeholders about the impact of those practices is
an important step towards sustainable business growth.
Identifying the potential impact of the Company’s business activities on nature, Spencer’s has undertaken a
‘Four Directional Approach’ for environmental conservation.

Natural Capital
Creating Positive Impact
Creating Positive Impact

Greenhouse
Waste
Gases
Management
Emission
Energy Impact on
Management Ecology
Waste Management
Recognising the significant environmental consequences associated with the waste generated from its business
operations, Spencer’s has implemented effective waste management initiatives. Particularly addressing the
issue of plastic waste, the Company is working towards achieving a ‘zero-plastic waste’ outcome. As part of
this commitment, Spencer’s has replaced plastic carry bags with reusable cloth bags. Additionally, the Company
has developed a policy aligned with the principles of Extended Producer Responsibility (EPR), which outlines
guidelines for plastic waste management.
Spencer’s actively encourages all stakeholders to adhere to environmental norms and has established
partnerships with various community agencies to ensure proper waste disposal. By undertaking these measures,
the Company aims to mitigate the negative impact of waste and promote sustainable practices throughout its
operations.
48
44.6 MT 55.1 MT
Usage of Cloth Bags Usage of Biodegradable Shopping Bags
Energy Management
As the need of the hour, an ideal solution would be to prioritise Spencer’s Corporate Office, the RPSG House,
incremental energy usage through renewable power. This is a Certified Green Building by the Indian
enables establishments to enhance their self-reliance in energy
Green Building Council (IGBC)
management. Spencer's has taken a similar approach by
implementing solar panels as a sustainable energy alternative At Spencer’s, the Company’s environmental sustainability
across multiple facilities. Furthermore, to promote energy follows the strategies given below:
conservation, the Company has integrated smart lighting
solutions, energy-efficient fittings, and intelligent technologies Increasing the use of renewable and non-conventional
throughout its outlets. energy
Achieving zero plastic usage during the operation and

encouraging stakeholders to use alternatives to plastic
3,48,876 kWh
Using electronic communication to reduce the usage of
paper further
Conducting regular educational sessions for its team

Solar Power Generated in 2022-23
members for a smooth transition from paper to a digital
infrastructure
186
Stores with E-billing Facilities
Greenhouse Gases Emission

Spencer’s places equal emphasis on reducing its carbon
footprint and establishing a sustainable business presence.
The Company ensures that its methodologies are continuously
updated to decrease resource consumption while effectively
managing the supply chain and logistics. Furthermore,
Spencer's has installed solar panels to reduce reliance on
conventional energy sources in its stores, transforming its
physical establishments into sustainable ones.
49
Identifying Risks. Mitigating Uncertainties...

Risk is an integral and unavoidable component of every business. Though risks cannot be completely eliminated,
an effective risk management plan helps reduce, avoid and mitigate risks with prudence. Spencer’s is committed
to managing its risk proactively. The Company’s well-defined risk management system ensures that all potential
risks are thoroughly validated with wise mitigation strategies. This helps the Company operate smoothly without
interrupting service delivery.
Type Definition Mitigation
Economic Conditions Economic contraction makes the retail Spencer’s solid market position, cutting-
sector vulnerable as it is the last step in edge digital skills and extensive network
the consumption process. Various causes strengthen the Company’s ability to
like slower GDP growth, poor market weather such unpredictable times.
Strategic Risk Management
confidence, unforeseen policy changes, Moreover, the fact that the Company offers
higher energy prices and the COVID-19 essentials in its product line safeguards it
pandemic's impacts can contribute to from significant disruptions in the economy
these slowdowns. The collective effect and supply chain.
of all these factors can impact the overall
performance of the retail industry.
Competition Sometimes businesses may be pushed Spencer's strives to establish new locations
by competitors to invest more in their to maximise its revenue and draw in more
operations and better facilities for an people. The Company is focussed on
edge over peers. This may result in increasing its presence and productivity
retailers opening outlets and stores and reducing operational and marketing
in unfavourable locations without expenses across all its existing sites. The
completely understanding customer Company conducts thorough research to
needs prevalent in the area. Thus select optimal locations for new stores and
negatively impacting the Company’s continuously evaluates the performance of
overall performance. its current stores.
Price War India's retail market, a highly enticing Spencer's wide and extensive distribution
market, attracts new players and network enables its customers to buy
intensifies competition in the industry. products directly from producers. Thus
While price wars may help boost sales avoiding intermediates while allowing the
initially to compete with rival businesses, Company to offer affordable prices on a
it can negatively impact the industry in wide selection of products. The Company
the long run. Thus impairing profitability, aims to provide its customers with an
leading to price erosion and undermining exciting shopping experience with a wide
customer loyalty. selection of goods at reasonable pricing.
As a result, customers may get products
directly from producers by surpassing
intermediates. Thereby allowing the
Company to offer reasonable rates on
a variety of products by eliminating
intermediates.
50
Type Definition Mitigation
Data Privacy & Cyber The retail sector has been impacted by Spencer's has constantly invested in growing its
Safety technology. OMNI-Channel shopping is now OMNI-Channel platform to offer customers a
possible thanks to digital platforms, providing thorough and unified retail shopping experience. To
seamless services to customers across channels. this end, ORIPL, the Company’s online marketplace
However, this has also paved the way for the delivery platform, enables Spencer’s to engage
lingering risk of data hacks that lead to breaches with customers. Additionally, the Company is
of privacy and confidential information leaks. integrating digitisation across the entire value
Thus, necessitating higher and consistent chain. The resident welfare associations (RWAs),
investment by businesses to safeguard their social media, e-commerce website, mobile app,
systems. WhatsApp and phone delivery are all part of
Spencer's out-Of-store strategy.
Consumer Preferences The nature of the ever-changing landscape Spencer’s has developed a diverse portfolio that
of consumer preference is unpredictable. Any caters to the dynamic needs of the customers.
shifts in consumer preferences can potentially Also, the Company offers well-differentiated,
impact the business. Thus, affecting revenues unique and diversified private labels brands.
and prompting to explore new avenues for better
customer growth and satisfaction.
51
Upholding Integrity. Embracing Transparency...

We have a robust governance framework, placing utmost emphasis on transparency, accountability, and compliance
with legal regulations. Rooted in ethical principles, the Company is dedicated to cultivating sustainable business
practices, fostering strong stakeholder relationships, and implementing dynamic strategies. Driving the Company
towards its objectives are highly effective internal control systems and practices, empowering management to make
informed decisions and chart a course for success based on their extensive experience and industry expertise.
Corporate Governance Principles

At the core of Spencer's business practices Stringent Internal Control
framework lies its corporate governance
Spencer’s Audit Committee comprises four Non-Executive
Robust Governance Practices
principles. These principles serve as the bedrock,

Directors, including three Independent Directors. Having a
ensuring that every corporate activity upholds
Board with independent directors helps the Company provide
the Company's vision and remains aligned with
credibility to its financial processes. The Company also has
its ethics and values. They serve as a guiding
a regular quarterly review of the Company’s financial and
force, shaping and influencing the decisions and
operational performance and an internal control system,
actions taken within the organisation.
reviewed by the Audit Committee Management.
Effective Policies
Insider Trading Compliance Management Tool
Adherence to effective policies helps the
Company navigate challenges with utmost
To comply with the SEBI (Prohibition of Insider Trading)
responsibility and accountability as a corporate
Regulations, 2015, the Company’s secretarial team
entity. These policies are the guiding principles
implemented Insider Trading Compliance Management Tool, an
of Spencer’s that have helped establish the
in-house structured digital database.
Company as an ethical and trustworthy entity.
The Company has a Code of Conduct and
prescribed guidelines in place that help prevent Legal Compliance Management Tool
bribery and fraud. An internal mechanism
is also laid out for the Prevention of Sexual This is a centralised repository for all statutory compliances
Harassment (POSH), Insider Trading, and and licences created by the Company’s legal team with a
Whistle Blower policies, among others. customised checklist and approval system.
The Board Composition

The Board drives Spencer’s corporate endeavours toward success and trust. Under the direction of leaders and
experts in the field, the Company is guided by their technical and leadership experience, assuring sustainable
processes and strategic control of the business. The Company’s stakeholders entrust the appointed Directors that
comprise a mix of Professional and Independent Directors, each bringing a set of competencies that help the Company
build and maintain a strong governance framework. Spencer’s has 50% of its Board members as Independent
Directors.
50% (4 out of 8)
Independent Directors
52
The Board Composition

Spencer’s Board of Directors aim to make significant business decisions while realising the Company’s vision. To achieve this, the
Board of Directors is entrusted with the following roles and responsibilities.
Making decisions on important matters of business execution related to the Company’s management
Advising and approving management policies and management strategies along with overseeing and evaluating the progress
thereof
Establishing organisational design and operation of the entire Company
Managing the Company’s human resource
Implementing an organisation-wide risk management system
Establishing a sound corporate governance framework for the Company
Board Committee Structure

Spencer’s has adopted a ‘Five Committee’ structure to strengthen its governance framework. These five committees viz. Audit
Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility
Committee, and Risk Management Committee aid in:
Clarifying authorities and responsibilities in business execution and promoting flexible management
Improving the transparency and objectivity of management
Building a globally applicable governance system to further strengthen the organisational structure
Audit Committee
This Committee comprises a majority of Independent Directors who look after all financial and numerous other
functions. The Committee ensures compliance with the Companies Act, 2013, and Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015.
Nomination and Remuneration Committee

This Committee assists the Board of Directors in fulfilling its governance and supervisory responsibilities
relating to human resource management and compensation. It also ensures a fair, transparent and equitable
remuneration to employees and Directors based on the quality of people, their performance and capability.
Stakeholders’ Relationship Committee:
The Committee works towards strengthening the Company’s stakeholders’ relationship. It looks into the
grievances of the investors and shareholders and resolves them considering everyone’s best interest.
Corporate Social Responsibility Committee
This Committee looks into the Company’s compliance with the Corporate Social Responsibility Policy.
Risk Management Committee
This Committee works toward identifying internal and external risks, especially those from the listed entities.
The detailed objective of the aforesaid committees are provided in the Corporate Governance Report annexed to this Annual Report
53
Meet the Board
Dr. Sanjiv Goenka Mr. Shashwat Goenka
Non-Executive Non- Non-Executive Non-

Independent Director Independent Director
and Chairman
Mr. Utsav Parekh Mr. Debanjan Mandal
Non-Executive Non-Executive
Mr. Pratip Chaudhuri Ms. Rekha Sethi
Non-Executive Non-Executive
Mr. Anuj Singh Mr. Rahul Nayak
CEO and Managing Whole-Time Director

Director
54
Our Management Team
Mr. Shashwat Goenka Mr. Anuj Singh
Non-Executive CEO and Managing

Director Director
Mr. Neelesh Bothra Mr. Rahul Nayak
Chief Financial Officer Whole-Time Director
Mr. Aniruddha Banerjee
Chief Sales Officer
55
Celebrating Excellence.
Embracing Appreciation.
Certified as ‘Great Place to Honoured with Spice

Work’ for the 4th Year in a Row Icon Award 2022
Bestowed with Golden Spoon Award: Most Conferred with Innovative Retail
Admired Food & Grocery Retailer of the Year Concept of the Year – Launch of
Supermarket Chain – National Spencer’s Value Market
56
Awarded Retailer of the Year – Food

& Grocery - Spencer’s Retail Limited
The Human Side of Things for

Apprenticeship Project Implementation
57
Board of Directors Corporate Identity Number

Dr. Sanjiv Goenka L74999WB2017PLC219355
Non-Executive Non-Independent Director and Chairman E-mail: spencers.secretarial@rpsg.in
Website: www.spencersretail.com
Mr. Shashwat Goenka
Non-Executive Non-Independent Director
Wholly-owned Subsidiary
Mr. Utsav Parekh
Natures Basket Limited
Non-Executive Independent Director
Omnipresent Retail India Private Limited
Mr. Pratip Chaudhuri
Bankers
Ms. Rekha Sethi
ICICI Bank Limited
Axis Bank Limited
Mr. Debanjan Mandal
Yes Bank Limited
HDFC Bank Limited
Mr. Anuj Singh
Standard Chartered Bank
CEO and Managing Director
RBL Bank Limited
Corporate Information
Mr. Rahul Nayak

IDFC First Bank Limited
Whole-Time Director
Listing of Shares
Chief Financial Officer
National Stock Exchange of India Limited (NSE)
Mr. Neelesh Bothra
BSE Limited (BSE)
Company Secretary & Compliance

Registrar and Share Transfer
Officer
Agent
Mr. Vikash Kumar Agarwal
Link Intime India Private Limited,
C 101, 1st Floor, 247 Park,
Auditors L B S Marg, Vikhroli West,
S. R. Batliboi & Co. LLP, Chartered Accountants Mumbai 400 083
Tel: + 91-8108116767
Email Id: rnt.helpdesk@linkintime.co.in
Solicitors Website: www.linkintime.co.in
Khaitan & Co.
Depositories
Registered Office National Securities Depository Limited (NSDL)
Duncan House, 31, Netaji Subhas Road, Central Depository Services (India) Limited (CDSL)
Kolkata 700 001, India
Tel: 033-6625 7600
Corporate Office
RPSG House, 2/4, Judges Court Road,
Kolkata 700 027
Tel: 033-24871091
58
notice to the members
NOTICE is hereby given that the Sixth Annual General Meeting (“AGM”) of the Members of Spencer’s Retail Limited will be
held on Friday, the August 4, 2023 at 3:00 P.M., Indian Standard Time (IST), through Video Conferencing (“VC”) / Other Audio
Visual Means (“OAVM”) to transact the following business:
ORDINARY BUSINESS
1. To consider and adopt:
a. the Audited Financial Statements of the Company for the financial year ended March 31, 2023 together with the
Reports of Board of Directors and Auditors thereon; and
b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2023
together with the Report of Auditors thereon,
and in this regard to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT
a. the Audited Financial Statements of the Company for the financial year ended March 31, 2023 together with the
Reports of Board of Directors and Auditors thereon, as circulated to the Members; and
b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2023
together with the Report of Auditors thereon, as circulated to the Members,
be and are hereby considered and adopted.”
2.
To appoint Mr. Shashwat Goenka, who retires by rotation as a Director and in this regard to consider and if thought
fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions, if any, of the
Companies Act, 2013, read with the Articles of Association of the Company, Mr. Shashwat Goenka (DIN - 03486121),
who retires by rotation at this meeting, and being eligible offers himself for re-appointment, be and is hereby appointed
as a Director of the Company, liable to retire by rotation.”
SPECIAL BUSINESS
3. To Re-appoint Mr. Utsav Parekh as an Independent Director of the Company and in this regard to consider and if
thought fit, to pass the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, of
the Companies Act, 2013 (‘the Act’) read with Schedule IV to the Act, the Companies (Appointment and Qualifications
of Directors) Rules, 2014 and Regulation 17 and any other applicable provisions of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) [including any
statutory modification(s) or re-enactment(s) thereof for the time being in force] and based on the recommendation of
the Nomination and Remuneration Committee and that of the Board of Directors of the Company, Mr. Utsav Parekh
(DIN: 00027642), who was appointed as an Independent Director of the Company for a term of 5 (five) consecutive
years commencing from November 14, 2018 upto November 13, 2023 and being eligible for re-appointment as an
Independent Director and meets the criteria of independence under Section 149(6) of the Companies Act and the
rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, be and is hereby re-appointed as an
Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 5 (five)
consecutive years on the Board of the Company commencing from November 14, 2023 upto November 13, 2028 (both
days inclusive);
RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to do all such acts deeds, matters and
things as may be necessary, proper and expedient to give effect to this Resolution.”
59
notice (Contd.)
4. To Re-appoint Mr. Pratip Chaudhuri as an Independent Director of the Company and in this regard to consider and if
thought fit, to pass, the following resolution as a Special Resolution:
the Nomination and Remuneration Committee and that of the Board of Directors of the Company, Mr. Pratip Chaudhuri
consecutive years commencing from November 14, 2023 upto November 13, 2028 (both days inclusive).
5. To Re-appoint Ms. Rekha Sethi as an Independent Director of the Company and in this regard to consider and if
thought fit, to pass, the following resolution as a Special Resolution:
the Nomination and Remuneration Committee and that of the Board of Directors of the Company, Ms. Rekha Sethi
consecutive years commencing from November 14, 2023 upto November 13, 2028 (both days inclusive).
Registered office By Order of the Board of Directors

Duncan House
31, Netaji Subhas Road,
Kolkata – 700 001 Vikash Kumar Agarwal
CIN: L74999WB2017PLC219355 Company Secretary & Compliance Officer
E-mail: spencers.secretarial@rpsg.in Membership No. ACS 19583
Kolkata, May 22, 2023
60
notice (Contd.)
NOTES:
1. A Statement pursuant to Section 102 of the Companies Act, 2013, (“Act”) setting out material facts relating to the
Special Business under item No. 3 to 5 of the Notice is annexed hereto. Further, the relevant details with respect to
Item No. 2 to 5 pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”) and Secretarial Standards on General Meetings issued by the Institute of Company
Secretaries of India, in respect of Directors seeking re-appointment at this AGM are also annexed.
2. A. Pursuant to the General Circular numbers 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020
dated May 5, 2020, 02/2021 dated January 13, 2021, 19/2021 dated December 8, 2021, 21/2021 dated December
14, 2021, 02/2022 dated May 5, 2022 and 10/2022 dated December 28, 2022 and other related circulars issued by
Ministry of Corporate Affairs (MCA), Government of India from time to time and Circular no. SEBI/HO/CFD/PoD-
2/P/CIR/2023/4 dated January 5, 2023 issued by Securities and Exchange Board of India (hereinafter collectively
referred to as “the Circulars”), the 6th AGM of the Company is being held through VC / OAVM on Friday, the August
4, 2023 at 3:00 P.M. IST. The deemed venue of the AGM shall be the Registered Office of the Company.
B. In terms of Section 152 of the Act, Mr. Shashwat Goenka, Director of the Company, retire by rotation at the AGM.
The Nomination and Remuneration Committee and the Board of Directors of the Company recommend his
re-appointment.
C. AGM through VC/OAVM:
i. Members are requested to join the AGM on Friday, the August 4, 2023 through VC / OAVM mode latest by 2:45
P.M. IST by clicking on the link https://www.evoting.nsdl.com/ under members login, where the e-Voting Even
Number (EVEN) of the Company will be displayed, by using the remote evoting credentials and following the
procedures mentioned later in these Notes. The said process of joining the AGM will commence from 2:00
P.M. IST and will be closed at 3:15 P.M. IST, or, soon thereafter.
ii. The facility of attending the AGM will be made available to 1000 members on a first-cum-first served basis.
iii. Members who would like to express any views or ask questions during the AGM may do so in advance
by sending in writing their views or questions, as may be, along with their name, DP ID and Client
ID number / folio number, email id and mobile number, to reach the Company’s email address at
spencersagm2023@rpsg.in latest by Friday, July 28, 2023 by 3:00 P.M. IST.
iv. When a pre-registered speaker is invited to raise his / her questions at the AGM, already emailed in advance as
requested in para (iii) above, but he / she does not respond, the turn will go to the next pre-registered speaker
to raise his / her questions. Accordingly, all speakers are requested to get connected to a device with a video
/ camera along with good internet speed.
v. The Company reserves the right to restrict the number of questions / speakers, as appropriate, for smooth
conduct of the AGM.
3. SEBI has mandated that securities of listed companies can be transferred only in dematerialised form and therefore,
members are advised to dematerialise the shares of the Company held by them in physical form.
4. The Register of Members of the Company will remain closed from Friday, July 28, 2023 to Friday, August 4, 2023 (both
days inclusive).
5.
All documents referred to in the Notice are also uploaded on the Company’s website and can be accessed at
www.spencersretail.com.
6. Instructions for attending the AGM
a) Members can attend and participate in the ensuing AGM only through VC/OAVM facility as mentioned in Note 2(C)
above as arranged by the Company with National Securities Depository Limited (NSDL).
b) Members may access NSDL e-Voting system by following the steps mentioned above and after successful login,
they will be requested to click on VC/OAVM link placed under “Join General Meeting” menu against Company
name. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be
displayed.
c)
Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID
and Password may retrieve the same by following the remote e-Voting instructions mentioned in the Notice to avoid
last minute rush. Further members can also use the OTP based login for logging into the e-Voting system of NSDL.
61
notice (Contd.)
d) Since the AGM will be held through VC/ OAVM, where physical attendance of members has been dispensed with,
there is no requirement of proxies and hence, the facility to appoint proxy to attend and cast vote on behalf of the
members is not available for this AGM. However, Bodies Corporate are entitled to appoint authorised representatives
to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting. Corporate
Member(s) intending to authorise their representatives to participate and vote at the meeting are requested to send
a certified copy of the Board resolution / authorisation letter to the Scrutiniser by e-mail to smguptaandco@yahoo.
co.in with a copy marked to evoting@nsdl.co.in.
e) The facility of participation at the AGM through VC / OAVM will be made available for 1000 members on first come
first served basis. This will not include Large Members (i.e. Members holding 2% or more shareholding), Promoters,
Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the
AGM without restriction on account of first come first served basis.
f) In compliance with the Circulars, Notice of the AGM along with the Annual Report for the year 2022-23 is being
sent only through electronic mode to those Members whose email addresses are registered with the Company
or Central Depository Services Limited / NSDL (“Depositories”). Members may note that the Notice and Annual
Report for the year 2022-23 will also be available on the Company’s website at http://www.spencersretail.com and
websites of the Stock Exchanges where the shares of the Company are listed i.e. BSE Limited (‘BSE’) and National
Stock Exchange of India Limited (‘NSE’) at www.bseindia.com and www.nseindia.com respectively. Additionally,
notice of the AGM will also be available at https://www.evoting.nsdl.com.
g) Members whose email addresses are not registered as above can register the same in the following manner:
Members holding share(s) in physical mode are requested to send the following details for registration of
their email id: Folio No., Name of shareholder, Mobile no., email id, Bank Account details such as Bank and
Branch name, Account no. and IFSC Code and self-attested scanned copy of PAN card by email to Spencer’s
Retail Limited at spencers.secretarial@rpsg.in or to the Registrar and Share Transfer Agent of the Company,
Link Intime India Private Limited at rnt.helpdesk@linkintime.co.in or upload the same at https://web.linkintime.
co.in/emailreg/emailregister.html.
Members holding share(s) in electronic mode are requested to register / update their e-mail addresses and
Bank Account details as mentioned above with their respective Depository Participants (“DPs”) for receiving all
communications from the Company electronically.
h) The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning
the quorum under Section 103 of the Companies Act, 2013.
i) Since AGM will be held through VC/OAVM, the route map of the venue of the Meeting is not annexed hereto.
j) During the AGM, members may access the scanned copy of Registers of Directors and Key Managerial Personnel
and their shareholding maintained under Section 170 of the Act and other required statutory Registers upon logging
to NSDL e-Voting system at https://www.evoting.nsdl.com.
k) Members who need assistance before or during the AGM with regard to use of technology, can:
Send a request at evoting@nsdl.co.in or use Toll free no.: 1800 1020 990 / 1800 22 44 30
Contact Ms. Pallavi Mhatre, Manager, NSDL at the designated email ID: evoting@nsdl.co.in.
l) Members are encouraged to join the Meeting through Laptops for better experience. When the meeting is in
progress, please keep your device under ‘Mute’ mode, except when you have pre-registered yourself as a speaker
and are invited to speak at the AGM.
m) Participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may
experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use
stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
n) Institutional Investors who are Members of the Company, are encouraged to attend and vote in the AGM of the
Company through VC/OAVM facility.
62
notice (Contd.)
7. Instructions for Remote e-Voting and joining General Meeting are as under:
Pursuant to the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration)
Rules, 2014 (as amended) and Regulation 44 of SEBI Listing Regulations 2015 (as amended), the Company is providing
the facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose,
the Company has entered into an arrangement with NSDL for facilitating e-voting through electronic means, as the
authorised agency. The facility of casting vote by a member using remote e-voting system during the meeting on the
date of the AGM will also be provided by NSDL.
The remote e-voting period begins on Tuesday, August 1, 2023 at 9.00 A.M. IST and ends on Thursday, August 3, 2023 at
5.00 P.M. IST. The remote e-voting will not be allowed beyond the aforesaid date and the remote e-voting module shall
be disabled by NSDL upon expiry of the aforesaid period.
The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date),
i.e, Friday, July 28, 2023 may cast their vote electronically.
The voting rights of a Member/Beneficial owner (in case of electronic shareholding) shall be in proportion to his/her/its
shareholding in the paid up equity capital of the Company as on the cut-off date, being Friday, July 28, 2023.
How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below :
Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual members holding securities in demat
mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual
members holding securities in demat mode are allowed to vote through their demat account maintained with
Depositories and Depository Participants. Members are advised to update their mobile number and e-mail ID in
their demat accounts in order to access e-Voting facility.
Login method for Individual Members holding securities in demat mode is given below:
Type of Members Login Method

Individual Members holding 1. Existing IDeAS user can visit the e-Services website of NSDL Viz.
securities in demat mode with https:// eservices.nsdl.com either on a Personal Computer or on a mobile.
NSDL. On the e-Services home page click on the “Beneficial Owner” icon under
“Login” which is available under ‘IDeAS’ section, this will prompt you to
enter your existing User ID and Password. After successful authentication,
you will be able to see e-Voting services under Value added services. Click
on “Access to e-Voting” under e-Voting services and you will be able to
see e-Voting page. Click on company name or e-Voting service provider
i.e. NSDL and you will be re-directed to e-Voting website of NSDL for
casting your vote during the remote e-Voting period.
2. If you are not registered for IDeAS e-Services, option to register is available
at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal”
or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the
following URL: https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon “Login” which is available under ‘Shareholder/
Member’ section. A new screen will open. You will have to enter your
User ID (i.e. your sixteen digit demat account number hold with NSDL),
Password/OTP and a Verification Code as shown on the screen. After
successful authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page. Click on company name or e-Voting
service provider i.e. NSDL and you will be redirected to e-Voting website
of NSDL for casting your vote during the remote e-Voting period or joining
virtual meeting and voting during the meeting.
63
notice (Contd.)
Type of Members Login Method

Shareholders/Members can also download NSDL Mobile App “NSDL
4.
Speede” facility by scanning the QR code mentioned below for seamless
voting experience.
Individual Members holding 1. U

sers who have opted for CDSL Easi / Easiest facility, can login through
securities in demat mode with their existing user id and password. Option will be made available to reach
CDSL e-Voting page without any further authentication. The users to login Easi /
Easiest are requested to visit CDSL website www.cdslindia.com and click on
login icon & New System Myeasi Tab and then user your existing my easi
username & password.
2. A
fter successful login the Easi / Easiest user will be able to see the e-Voting
option for eligible companies where the evoting is in progress as per the
information provided by company. On clicking the evoting option, the user
will be able to see e-Voting page of the e-Voting service provider for casting
your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting. Additionally, there is also links provided to access
the system of all e-Voting Service Providers, so that the user can visit the
e-Voting service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at
CDSL website www.cdslindia.com and click on login & New System Myeasi
Tab and then click on registration option.
4. A
lternatively, the user can directly access e-Voting page by providing
Demat Account Number and PAN No. from a e-Voting link available on
www.cdslindia.com home page. The system will authenticate the user by
sending OTP on registered Mobile & Email as recorded in the Demat Account.
After successful authentication, user will be able to see the e-Voting option
where the evoting is in progress and also able to directly access the system
of all e-Voting Service Providers.
Individual Members (holding You can also login using the login credentials of your demat account through
securities in demat mode) your Depository Participant registered with NSDL/CDSL for e-Voting facility.
login through their depository Upon logging in, you will be able to see e-Voting option. Click on e-Voting
participants option, you will be redirected to NSDL/CDSL Depository site after successful
authentication, wherein you can see e-Voting feature. Click on company name
or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting
website of NSDL for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and
Forget Password option available at abovementioned website.
Helpdesk for Individual Members holding securities in demat mode for any technical issues related to login
through Depository i.e. NSDL and CDSL.
Login type Helpdesk details

Individual Members holding securities in Members facing any technical issue in login can contact NSDL
demat mode with NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at
022-4886 7000 and 022-2499 7000
Individual Members holding securities in Members facing any technical issue in login can contact CDSL
demat mode with CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or
contact at toll free number 1800-225-533
64
notice (Contd.)
B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders
holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.
nsdl.com/ either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as
shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/
with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on
e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
4. Your User ID details are given below :
Manner of holding shares i.e. Demat (NSDL Your User ID is:
or CDSL) or Physical
a) F
or Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID
account with NSDL.
For example if your DP ID is IN300*** and Client ID is
12****** then your user ID is IN300***12******.
b) F
or Members who hold shares in demat 16 Digit Beneficiary ID
account with CDSL. For example if your Beneficiary ID is 12************** then
your user ID is 12**************
c)
For Members holding shares in Physical EVEN Number followed by Folio Number registered with
Form. the company
For example if folio number is 001*** and EVEN is 101456
then user ID is 101456001***
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your
vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’
which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial
password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is
communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox.
Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open
the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or
folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial
password’.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those
shareholders whose email ids are not registered.
6. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL
or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.
evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@
nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your
registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting
system of NSDL.
65
notice (Contd.)
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares
and whose voting cycle and General Meeting is in active status.
2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your
vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under
“Join Meeting”.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which
you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
5. Upon confirmation, the message “Vote cast successfully” will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for Members/Shareholders
1. Institutional Members (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format)
of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorised
signatory(ies) who are authorised to vote, to the Scrutiniser by e-mail to smguptaandco@yahoo.co.in with a copy
marked to evoting@nsdl.co.in. Institutional Members (i.e. other than individuals, HUF, NRI etc.) can also upload their
Board Resolution / Power of Attorney/ Authority Letter etc. by clicking on “Upload Board Resolution / Authority
Letter” displayed under “e-Voting” tab in their login.
2. It is strongly recommended not to share your password with any other person and take utmost care to keep your
password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the
correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical
User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for members and e-Voting user
manual for members available at the download section of www.evoting.nsdl.com or call 022 - 4886 7000 and 022
- 2499 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, NSDL at evoting@nsdl.co.in.

Process for those members whose e-mail ids are not registered with the depositories for procuring user id and
password and registration of e-mail ids for e-Voting for the resolutions set out in this notice:
1. In case shares are held in physical mode please provide Folio No., Name of members, scanned copy of the share
certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of
Aadhar Card) by e-mail to spencers.secretarial@rpsg.in
2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary
ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN
card), AADHAR (self-attested scanned copy of Aadhar Card) to spencers.secretarial@rpsg.in. If you are an Individual
members holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A)
i.e. Login method for e-Voting for Individual members holding securities in demat mode.
3. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password
for e-Voting by providing above mentioned documents.
4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual
member holding securities in demat mode are allowed to vote through their demat account maintained with
Depositories and Depository Participants. Members are required to update their mobile number and e-mail ID
correctly in their demat account in order to access e-Voting facility.
The instructions for members for e-Voting on the day of the Agm are as under:-
1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote
e-voting.
2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted
their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible
to vote through e-Voting system in the AGM.
3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be
eligible to vote at the AGM.
4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on
the day of the AGM shall be the same person mentioned for remote e-voting.
66
notice (Contd.)
Other Instructions:
i. The voting rights of the members shall be in proportion to their shares on the paid-up equity share capital of the
Company as on the cut-off date, i.e. Friday, July 28, 2023.
A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained
by the Depositories as on the cut-off date only shall be entitled to avail the facility of remote e-Voting or casting
vote through e-Voting system during the Meeting.
ii. Mr. S.M. Gupta, Practising Company Secretary (Membership No. FCS 896) has been appointed as the Scrutiniser
to scrutinise the remote e-Voting process and votes cast through the e-Voting system during the AGM in a fair and
transparent manner.
iii. The Scrutiniser shall after the conclusion of e-Voting at the AGM, first download the votes cast at the AGM and
thereafter unblock the votes cast through remote e-Voting system and shall make a consolidated Scrutiniser’s
Report.
iv. The Results of voting will be declared within two working days from the conclusion of AGM. The declared results
along with the Scrutiniser’s Report will be available forthwith on the website of the Company www.spencersretail.com
and on the website of NSDL. Such results will also be displayed on the Notice Board at the Registered Office of the
Company and shall be forwarded to the NSE and BSE Limited.
Details of the Directors seeking re-appointment at the AGM
[Pursuant to 36(3) of SEBI Listing Regulations, 2015 and Secretarial Standard-2 on General Meetings issued by the
Institute of Company Secretaries of India]
2. Mr. Shashwat Goenka
Mr. Shashwat Goenka is the immediate past President of Indian Chamber of Commerce and current Chairman of CII National
Committee on Retail and FICCI Young Leaders Forum. He is also Executive Committee Member – Federation of Indian
Chambers of Commerce & Industry, Member – FICCI Retail & Internal Trade Committee and Director - Retailers Association
of India (RAI). Currently, Mr. Goenka is the Head of RP-Sanjiv Goenka Group’s Retail & FMCG sector. He is also founder of
FMCG brand “Too Yumm”.
Name of Director Mr. Shashwat Goenka
Director Identification No. (DIN) 03486121
(Non-Executive Non-Independent Director)
Date of birth and Age 12.04.1990 and 33 years
Date of first appointment November 14, 2018
Qualification Mr. Goenka graduated from The Wharton School of Business, University of
Pennsylvania, Philadelphia, with a Bachelor of Science in economics, specializing
in finance, marketing and management.
Expertise in specific functional areas As mentioned above in the profile
List of other directorships held in Listed • CESC Limited
Entities • PCBL Limited
• Firstsource Solutions Limited
• RPSG Ventures Limited
Chairman/Member of the Committees • Audit Committee - Member
of Board of Directors of the Company • Stakeholders Relationship Committee - Member
• Corporate Social Responsibility Committee - Member
• Risk Management Committee - Chairman
• Nomination and Remuneration Committee - Member*
Chairman/Member of the committees RPSG Venture Limited
of board of directors of other Indian Stakeholders Relationship Committee-Member
public limited companies in which he is
a director -
a) Audit Committee
b) Stakeholders’ Relationship
Committee
Shareholding in the Company (as on 75,756 Equity shares
March 31, 2023)
67
notice (Contd.)
Relationship with other

Directors, Except Mr. Shashwat Goenka being the appointee, and Dr. Sanjiv Goenka,
Managers and KMPs Chairman* being related to Mr. Shashwat Goenka, none of the Directors and
Key Managerial Personnel of the Company and their relatives are concerned or
interested financially or otherwise, in the Resolution as set out at Item No. 2 of
the Notice.
Board Meeting attended during financial 5 out of 5
year 2022-23
Terms and conditions of appointment or In terms of section 152(6) of the Companies Act, 2013, Mr. Goenka is liable to
re-appointment retire by rotation at this AGM, and being eligible offers himself for re-appointment.
Details of remuneration/sitting fees Mr. Shashwat Goenka shall be entitled to sitting fees for attending meetings of
sought to be paid the Board and Committees thereof as may be approved by the Nomination and
Remuneration Committee and / or the Board of Directors of the Company, from
time to time.
The details of remuneration paid to Mr. Shashwat Goenka during financial
year 2022-23 have been disclosed in the Corporate Governance Report of the
Company.
* Dr. Sanjiv Goenka has decided to step down from the position of the Director w.e.f. May 22, 2023 (after the close of business
hours). Consequently, the Board has decided and approved the appointment of Mr. Shashwat Goenka as the Chairman of
the Company w.e.f. May 23, 2023 and also inducted as a member of Nomination and Remuneration Committee.
3. Mr. Utsav Parekh

Mr. Utsav Parekh an Honours graduate, has experience of over four decades in the field of investment banking. He is the
promoter and chairman of SMIFS Capital Market Limited, a pioneering Investment Banking Company, Kolkata. He is also :
- a member on the board of the Indian Chamber of Commerce.
- an Honorary Counsel of the Czech Republic in Kolkata.
- co-founders of the football club, ATK which is part of the Indian Super League.
His latest venture is the development of an Aerotropolis project in West Bengal, India in which Changi International Airports,
Singapore, and WBIDC are equity partners. This Company is the first to develop a private Greenfield airport in India near
Durgapur in West Bengal, along with an integrated township. This is the first project of this kind in India with investments in
excess of Rs. 1.2 Billion.
He is also on the Board of many other public listed companies such as Xpro India Limited, Firstsource Solutions Limited,
Eveready Industries India Limited, Jay Shree Tea & Industries Limited and several other eminent companies.
Name of Director Mr. Utsav Parekh
Director Identification 00027642
No. (DIN) (Category: Non - Executive Independent Director)
Date of first November 14, 2018
appointment
Qualification B.Com. (Hons.)
Expertise in specific As mentioned above in the profile.
functional areas
List of other • Texmaco Rail & Engineering Limited
directorships held in • Smifs Capital Markets Limited
Listed Entities
• Xpro India Limited
• Eveready Industries India Limited
• Jay Shree Tea & Industries Limited
Chairman/Member • Audit Committee - Chairman
of the Committees of • Nomination and Remuneration - Chairman
Board of Directors of
the Company • Stakeholders Relationship Committee - Member
• Risk Management Committee - Member
Chairman/Member Texmaco Rail & Engineering Limited
of the committees of Audit Committee - Chairman
board of directors of
other Indian public Smifs Capital Markets Limited
limited companies in Audit Committee - Member
which he is a director -
Xpro India Limited
a) Audit Committee
Audit Committee - Member
b) Stakeholders’ Stakeholders Relationship Committee - Chairman
Relationship
Committee Firstsource Solutions Limited
Audit Committee - Chairman
68
notice (Contd.)
Shareholding in the NIL

Company (as on
March 31, 2023)
Relationship with None of the Directors and Key Managerial Personnel of the Company and their relatives are
other Directors, concerned or interested financially or otherwise, in the Resolution as set out at Item No. 3 of the
Managers and KMPs Notice.
Board Meeting 5 out of 5
attended during
financial year 2022-23
Terms and conditions Mr. Utsav Parekh was appointed as an Independent Director of the Company at the 2nd Annual
of appointment or re- General Meeting of the Company held on July 19, 2019 for a period of 5 (five) consecutive years
appointment with effect from November 14, 2018 upto November 13, 2023 (both days inclusive) and being
eligible is proposed to be re-appointed for a second term of five years.
Details of Mr. Utsav Parekh shall be entitled to sitting fees for attending meetings of the Board and Committees
remuneration/sitting thereof as may be approved by the Nomination and Remuneration Committee and / or the Board
fees sought to be paid of Directors of the Company, from time to time.
The details of remuneration paid to Mr. Utsav Parekh during financial year 2022-23 have been
disclosed in the Corporate Governance Report of the Company.
4. Mr. Pratip Chaudhuri
Mr. Pratip Chaudhuri is the former Chairman of State Bank of India (SBI) and has over four decades of rich experience in
banking sector. He is a Honors Graduate in Chemistry from St. Stephen’s College, Delhi University. He has also done MBA
(Master Business Administration) from Punjab University Chandigarh. He has also served as the Chairman of SBI Global
Factors Limited, State Bank of Mysore, State Bank of Bikaner & Jaipur, State Bank of Travancore and State Bank of Hyderabad.
He was also a Director at Export-Import Bank of India and State Bank of Patiala.
He is also the director is other public listed companies like CESC Limited, Firstsource Solutions Limited, Alchemist Asset
Reconstruction Company Limited, Cosmo First Limited etc.
Name of Director Mr. Pratip Chaudhuri
appointment
Qualification Master’s Degree in Science and Statistics from University of Rajasthan and an alumnus of University
Business School, Chandigarh.
functional areas
List of other • CESC Limited
directorships held in • Cosmo First Limited
Listed Entities
Chairman/Member • Audit Committee - Member
of the Committees of • Nomination and Remuneration - Member
the Company
Chairman/Member CESC Limited
of the committees of Audit Committee - Member
Stakeholders Relationship Committee - Member
other Indian public
limited companies in Firstsource Solutions Limited
which he is a director - Audit Committee - Member
a) Audit Committee Cosmo First Limited
b) Stakeholders’ Audit Committee - Member
Relationship Stakeholders Relationship Committee - Member
Committee
Company (as on
March 31, 2023)
69
notice (Contd.)

attended during
Terms and conditions Mr. Pratip Chaudhuri was appointed as an Independent Director of the Company at the 2nd Annual
appointment with effect from November 14, 2018 upto November 13, 2023 (both days inclusive) and being
Details of Mr. Pratip Chaudhuri shall be entitled to sitting fees for attending meetings of the Board and
remuneration/sitting Committees thereof as may be approved by the Nomination and Remuneration Committee and /
fees sought to be paid or the Board of Directors of the Company, from time to time.
The details of remuneration paid to Mr. Pratip Chaudhuri during financial year 2022-23 have been
5. Ms.Rekha Sethi
Ms. Rekha Sethi is graduate in English Literature with a post-graduate diploma in Advertising and Marketing, Ms. Sethi started
her career at the Centre for Development of Telematics (C-Dot) in 1985 and worked at UDI, India’s first yellow pages publisher,
before joining the Confederation of Indian Industry in 1991. She then joined the All India Management Association (AIMA)
as its Director General in 2008. AIMA is the apex body for management in India, working closely with industry, government,
academia and students to further the cause of the management profession in India. Ms. Sethi took charge of AIMA in June
2008 and made it the preferred platform for discussions and debate on diverse management related issues, attracting India’s
top industry leaders and policy makers on its platform. She is also on the Governing Council of the National Productivity
Council, and represents AIMA on the Board of the Asian Association of Management Organisations. She is also a former
member of the Governing Council of the India Habitat Centre. Prior to joining AIMA, Ms. Sethi worked with India’s premier
industry organisation, the Confederation of Indian Industry (CII) for over 17 years. There she led the initiative to create high-
profile international events to promote India’s economic interests.
Ms. Sethi is also a Director on Boards of other public listed companies including CESC Limited, Kirloskar Brothers Limited and
Samvardhana Motherson International Limited (Formerly known as Motherson Sumi Systems Limited).
Name of Director Ms. Rekha Sethi
appointment
Qualification Graduate in English Literature with a post-graduate diploma in Advertising and Marketing.
functional areas
List of other • CESC Limited
directorships held in • Kirloskar Bothers Limited
Listed Entities
• Samvardhana Motherson International Limited
Chairman/Member NIL
of the Committees of
the Company
Chairman/Member Samvardhana Motherson International Limited
of the committees of
other Indian public Hero Steel Limited
limited companies in Audit Committee - Member
which he is a director -
CESC Limited
a) Audit Committee
b) Stakeholders’
Relationship
Committee
Company (as on
March 31, 2023)
70
notice (Contd.)
attended during
Terms and conditions Ms. Rekha Sethi was appointed as an Independent Director of the Company at the 2nd Annual
appointment with effect from November 14, 2018 upto November 13, 2023 (both days inclusive). and being
Details of Ms. Rekha Sethi shall be entitled to sitting fees for attending meetings of the Board and Committees
remuneration/sitting thereof as may be approved by the Nomination and Remuneration Committee and / or the Board
fees sought to be paid of Directors of the Company, from time to time.
The details of remuneration paid to Ms. Rekha Sethi during financial year 2022-23 have been
STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013 (‘ACT’)
The following Statement sets out all material facts relating to the business mentioned under Item Nos. 3, 4 & 5 of the
accompanying Notice dated May, 22, 2023.
Item Nos - 3, 4 & 5
The members of the Company at their 2nd Annual General Meeting held on July 19, 2019 had appointed Mr. Utsav Parekh
(DIN: 00027642), Mr. Pratip Chaudhuri (DIN: 00915201) and Ms.Rekha Sethi (DIN: 06809515) as Independent Directors of
the Company for a period of consecutive 5 years from November 14, 2018 upto November 13, 2023 (both days inclusive).
All the above Directors are eligible for re-appointment as Independent Directors of the Company for second term of 5
consecutive years on the Board of the Company.
Mr. Utsav Parekh is also the member and Chairperson of the Audit Committee and Nomination and Remuneration Committee
and Member of Corporate Social Responsibility, Risk Management Committee and Stakeholder Relationship Committee
whereas Mr. Pratip Chaudhuri is the member of the Audit Committee and Nomination and Remuneration Committee as well.
The Board considers, continued association of Mr. Parekh, Mr. Chaudhuri and Ms. Sethi will be of immense benefit to the
Company and it would be prudent to re-appoint Mr. Parekh, Mr. Chaudhuri and Ms. Sethi as Independent Directors for
another term of 5 consecutive years effective from November 14, 2023 to November 13, 2028 (both days inclusive), not
liable to retire by rotation. Accordingly, based on the recommendation of the Nomination & Remuneration Committee of the
Board, the re-appointment of aforesaid Directors as Independent Directors of the Company are recommended by the Board
and are now placed before the Members for approval by way of Special Resolution(s).
Copies of the draft appointment letters for the above Directors as Independent Directors setting out the terms and conditions
would be available for inspection without any fees by the members at the registered office of the Company during the normal
business hours on any working day.
None of the Directors or Key Managerial Personnel (‘KMP’) of the Company or their respective relatives, except the respective
Director(s) and their relatives, are concerned or interested, financially or otherwise, in the respective special resolutions set
out at Item Nos. 3, 4 and 5 of the accompanying Notice.
The Company has received, inter alia, the necessary consents, declarations and confirmations as required under the
Companies Act and SEBI Listing Regulations, from all the abovesaid Directors.
Registered office By Order of the Board of Directors

Duncan House
Kolkata – 700 001 Vikash Kumar Agarwal
CIN: L74999WB2017PLC219355 Company Secretary & Compliance Officer
E-mail: spencers.secretarial@rpsg.in Membership No. ACS 19583
Kolkata, May 22, 2023
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BOARD’S REPORT
Dear Members,
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:
(` 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, 3,434.01 8,497.41 3,615.49 10,077.13
depreciation and amortisation (EBITDA)
Finance costs 9,070.16 7,600.82 11,521.46 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) (8,456.46) (21,078.81) (12,194.48)
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) (197.90) (315.90) (199.67) (316.41)
Total comprehensive income/(loss) for the (15,521.37) (8,772.36) (21,239.35) (12,462.45)
year
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.spencersretail.com/investor.
CORPORATE GOVERNANCE
The Company is committed to focus on long term value creation and protecting stakeholders’ interest by applying proper
care, skill 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 alongwith 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.spencersretail.com/investor.
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BOARD’S REPORT (Contd.)
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
73
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-D1.
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.
74
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.spencersretail.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 well 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 alongwith the performance of the Chairman of the
75
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
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.
76
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.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 2022-23 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 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.spencersretail.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 well, 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 were granted 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, 2023 are provided in the table
below:
Sl. Particulars Number of Equity Shares /
No. Options
1. Total 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
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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.
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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 Accounts 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.
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 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 co-operation.
On behalf of the Board of Directors
Dr. Sanjiv Goenka

Place: Kolkata Chairman
Date: May 22, 2023 (DIN 00074796)
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Management
Discussion and Analysis
(Annexure ‘A’ to the Board’s Report)
Spencer’s Retail Limited (‘Spencer’s’ or ‘SRL’ or ‘The

Company’), a multi-format modern trade retailer in India, is
part of the RP-Sanjiv Goenka Group (referred to as ‘RPSG
Group’ or ‘the Group’). The Company and its subsidiaries
engage in various categories of retail business, including
staples, fast-moving consumer goods (FMCG), and non-
food items such as fashion, general merchandise, personal
care, home essentials, electrical and electronics. The FMCG
category comprises food items such as processed food,
beverages, fruits and vegetables, fish and meat. SRL is
known for its unique brand image among its customers,
backed by its specialty section that includes Spencer’s
gourmet, patisserie, wine, and liquor. Additionally,
the Company has taken a significant step forward by
introducing a new set of ‘value market’ store format, which
cater specifically to consumers who are value-conscious.
With the latest edition of the value market stores along
with the wholly-owned subsidiary Natures Basket Limited
(‘Natures Basket’ or ‘NBL’), Spencer’s is now catering to
various consumer classes i.e., the premium / gourmet
segment, the aspirational, and the value-conscious. Along
with Omnipresent Retail India Private Limited (ORIPL), the
Company’s e-commerce division, Spencer’s has completely
adopted the modern retailer business model to integrate
seamless service to its customers, both offline and online,
and foster inclusive business growth in the industry.
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Global Economic Overview

The global economy showed exceptional resilience, as evidenced by robust labour markets, substantial household consumption and
business investments. The year 2022 brought along some tough winds, impacting the global economy’s overall growth run. But despite
all the challenges, it could not derail the economy from its growth trajectory and even showed optimism in the latter half of the year.
According to the International Monetary Fund’s World Economic Outlook, published in April 2023, the global economy grew by 3.4% in
2022. Governments across the globe, responding to the challenges encountered by the world economy, implemented tighter monetary
policies and structural reforms. They increased government spending to stimulate economic activities and improve the economy’s
outlook. Thus, helping create a more stable and prosperous global economic environment.
After the Covid-19 pandemic, the world economy saw a rapid recovery in economic activity, which was soon overshadowed by rising
inflationary pressures that persisted through the first half of 2022. According to IMF World Economic Outlook, April 2023, the estimated
real GDP growth figures for the advanced economy are 2.7% in 2022 and 1.3% in 2023. The estimated figures for emerging economies
are anticipated to be 4.0% for 2022 and 3.9% for 2023. But with stricter monetary and financial policies onboard, the global economy
has gradually started to witness subdued inflationary risks from 2022 onwards. According to IMF, global inflation is estimated to
decline from 8.7% in 2022 to 7.0% in 2023, and to 4.9% by 2024. This forecast indicates the positive impact of the policies implemented
to counter the rising inflationary pressures and reflects the overall stability of the global economy.
(Source: https://www.imf.org/en/Publications/WEO/Issues/2023/04/11/world-economic-outlook-april-2023)
Outlook
The year 2022 saw price volatility and inflation as the prime cause of concern globally for the economy and policymakers alike. Looking
ahead into 2023, we anticipate the economic outlook to maintain a moderate stance, much like 2022, with an estimation of 2.8%
growth. In this challenging external environment, contractionary monetary policies will likely continue to be implemented, while fiscal
policies are expected to alleviate cost-of-living pressures, in line with the adhered monetary policies.
Economic Growth Trend (Region-wise % Change)
United EURO MIDDLE EAST AND

States AREA CENTRAL ASIA
2.1 1.6 1.1 3.5 0.8 1.4 5.3 2.9 3.5
World
3.4 2.8 3.0
2022 2023 2024 2022 2023 2024 2022 2023 2024
EMERGING AND LATIN AMERICA AND SUB-SAHARAN AFRICA

DEVELOPING ASIA THE CARIBBEAN
2022 2023 2024 4.4 5.3 5.1 4.0 1.6 2.2 3.9 3.6 4.2
(Real GDP growth, percent)
2022 2023 2024 2022 2023 2024 2022 2023 2024
(Source: https://www.imf.org/en/Publications/WEO/Issues/2023/04/11/world-economic-outlook-april-2023)
81
Management Discussion and Analysis (Contd.)
Indian Economic Overview

Indian economy has distinguished itself as the fastest-growing entity among major economies. In the first half of 2022-23, the country
achieved a robust growth of 9.7% according to the Monthly Economic Review, November 2022 by the Department of Economic Affairs.
A sharp rebound of economic activities, especially the private sector consumption and increased Government thrust on uplifting
infrastructure, helped India sustain to steady growth momentum.
In the first quarter of 2022-23, persistent inflationary pressure compelled the Reserve Bank of India (RBI) to recalibrate its monetary
policies. As a result, the Indian economy has started to experience the easing of the inflationary grip while the inflation stood moderate
during the third quarter. This transformation in the economy is aiding the demand scenario in the domestic market and enabling the
country’s economic wheel to roll in a geared momentum.
The adoption of calibrated monetary policies aimed at controlling inflation, coupled with steady growth in service activity, boosted
demand and increased consumption. Due to the higher inflationary pressure on food prices, retail inflation saw a three-month high in
January 2023. Previously retail inflation was led by a 12-month low in December 2022 at 5.72%, which went beyond the 6% tolerance
band in January 2023.
(Source: https://pib.gov.in/PressReleasePage.aspx?PRID=1894932
https://www.imf.org/en/Publications/WEO/Issues/2023/01/31/world-economic-outlook-update-january-2023
https://www.thehindu.com/business/Economy/expecting-slowdown-in-indian-economy-to-61-in-2023-from-68-in-2022-says-imf/article66452776.ece
https://www.rbi.org.in/scripts/BS_PressReleaseDisplay.aspx?prid=55178
https://www.hindustantimes.com/india-news/retail-inflation-shoots-up-to-3-month-high-of-6-5-in-jan-as-food-prices-bite-101676312602815.html
https://indianexpress.com/article/business/economy/core-inflation-continues-to-be-sticky-elevated-rbi-governor-8408576/
https://www.hindustantimes.com/business/iip-growth-declines-to-4-3-in-december-2022-nso-data-101676281033398.html
https://eaindustry.nic.in/eight_core_infra/eight_infra.pdf
Monthly Economic Review, November 2022 by Department of Economic Affairs)
Outlook
International Monetary Fund (IMF) has
maintained its growth projection of 6.8%
for India during the current fiscal year.
However, owing to the external headwinds,
the figure might decline to 6.1% in 2023
and is anticipated to move up to 6.8% in
2024. With increased Government spending
announced in Union Budget 2023-24 and a
rise in private consumption and investment,
economic activity will further boost demand.
Despite the ongoing growth momentum,
the Indian economy remains exposed to
the impact of global spillovers, which could
potentially disrupt the trend. Therefore,
while remaining cautiously optimistic, it is
essential to maintain vigilance and prudence
in the near future.
82
Indian Economy: A Snapshot
India
6.8 6.1 6.8
2022 2023 2024
(Real GDP growth, percent change)
(Source: https://www.imf.org/en/Publications/WEO/Issues/2023/01/31/world-
economic-outlook-update-january-2023)
Indian Retail Industry

The retail industry has become one of the most dynamic and rapidly growing sectors in India, currently ranking as the third largest
contributor to India’s GDP, accounting for ~10%. With an expected valuation of US$ 2 trillion by 2032, the retail industry is poised
for growth. It functions around four formats: exclusive branded retail shops, multi-branded retail shops, convergence retail outlets
and e-retailers. The Indian retail sector is a diverse competitive landscape, with a range of players, including departmental stores,
hypermarkets, supermarkets, cash and carry stores, and specialty stores. In-store retailing remains the dominant channel in the market,
but E-retailers are also gaining popularity, driven in part by a shift in demographic preferences for online shopping experiences over
traditional offline methods. This trend has led the industry to undergo operational transformations, and players are rapidly adopting
new technologies to shape the industry’s future. As a result, many retail brands are transitioning towards a OMNI Channel model to
remain competitive in the changing retail landscape.
The retail business in India is witnessing opportunities owing to the robust recovery in the domestic consumption pattern. The urban
Indian consumer’s purchasing power is increasing along with the branded goods in categories like apparel, cosmetics, footwear,
watches, beverages, food, and even jewellery are gradually evolving into business and leisure that are well-liked by the urban Indian
consumer. Changing consumer preferences coupled with emerging trends like ‘seamless’ retail, next-gen stores, personalisation, the
rise of new ecosystems, and emerging revenue models are likely to shape the retail landscape in India. Recognising these trends and
responding to them proactively and in an agile manner will ultimately enable retailers to create a winning strategy for the future.
Outlook
The retail industry will be marked by a transitional development phase, driven by the shift in consumer preferences towards online
shopping experiences. Retail players are responding to this trend by creating seamless retail experiences that are fully integrated
across all channels, rather than distinguishing between offline and online consumption channels.
The traffic generation from e-commerce is disrupting the retail space. Technological advancement has significantly transformed supply
chain, production, and retail sales, developing customer insight is vital for retail organisations – whether for service customisation or
presence across multiple channels. According to Bain & Company research, the e-retail division is anticipated to increase to US$ 150-
170 Billion by 2027 with a 25-30% annual growth rate. Also, the market penetration by e-commerce is anticipated to grow to 9-10%
five years down the line.
83
Spencer’s Take
Spencer’s has established itself as a multi-format modern retailer in India’s organised retail market. With both large format stores
in Spencer’s and small format stores in both Spencer’s & Natures Basket along with the new value market stores, the Company
strives to effectively cater to customer demands.
The Company’s large format stores account for 85% of total sales, small format stores (including Natures Basket) account for 15% of
total sales. Going ahead, the Company’s ‘OMNI-Channel’ business model is expected to play a major role in driving growth in the Indian
retail industry. The accelerated shift to online sales with people decreasingly bifurcating between online and offline shopping channels,
retailers were agile in shifting to digital platforms to sell their products and develop capabilities to meet the increasing demand for
door-step deliveries.
At Spencer’s, a capable digital team contributes significantly

to the Company’s online sales. The Company’s mobile app and
website enable a seamless customer shopping experience. It
continues to strengthen its ‘OMNI-Channel’ distribution along
with its brick-and-mortar stores. The Company also cater to
its customers through phone and ordering to enhance its ‘Out-
Of-Store’ channel. This enabled Spencer’s to stay resilient amid
challenges, facilitating a revenue growth of 6.6 % in 2022-23.
At Spencer’s, the Company’s digital team plays a vital role in

scaling its online sales. Spencer’s ensure both its website and
mobile app are continually improved and updated for a better
experience. Spencer’s is committed to grow and strengthen its
‘OMNI-Channel’ distribution strategy. This includes its online
and brick-and-mortar stores.
Indian Retail Market Size

*CAGR 9%
267 1884
186 1407
124
89
48 102 779
705
38 87
1,119
449
476
883
2019 2020 2026F 2030F
Food & Grocery Lifestyle

Electronics Others
(Source: https://www.bain.com/insights/how-india-shops-online-2022-report/
https://www.ibef.org/industry/retail-india)
84
Indian Retail Sector: Opportunities and Challenges

Opportunities
Changing Consumer Preferences

Today’s consumer landscape shows a growing preference for one-stop-shop destinations, from food and fashion to daily grocery
requirements. More and more consumers are now seeking comprehensive solutions under a single roof. Modern retailers aim to
offer their customers a personalised and seamless shopping experience. They prioritise providing a high-quality journey that requires
minimal manual intervention. Additionally, many retail chains offer loyalty points, membership discounts, and other enticing offers to
attract and retain customers. These factors have contributed to expanding the customer base and increasing preference for organised
retail in India.
Spencer’s Take
We, at Spencer’s, keep ourselves updated according to the dynamic consumer preferences. We are a one-stop destination with
differentiated offerings and private brands catering to the customers’ requirements. Spencer’s provides a good in-store experience,
backed by ambient, well-lit stores, standardised, scientific store design. This ensures higher cross-selling, benchmarking methods,
pricing competitiveness, exceptional tailored offers, and short queue waiting times.
Under-penetrated Market
The Indian organised retail segment is an under-penetrated space and accounts for a lower share percentage compared to developed
and emerging countries. This indicates the tremendous untapped potential in the segment. Over the last decade, evolving consumption
patterns have led to increasing demand from Tier - II & III cities, and due to incremental urbanisation, the same demand traction has
also been witnessed from Tier IV cities.
Spencer’s Take
Spencer’s is leveraging its wide presence in the Indian markets. The Company is opening stores in existing clusters by deepening
presence in the relevant market, keeping its profitability and sustainable growth aspects in mind. This makes the Company poised
to tap potential opportunities due to rising industry demand. The recent value market stores launched by the Company owing to
the incremental demand from regions, is the latest endeavour to tap the under-penetrated market.
‘OMNI-Channel’ Model
Breaking down boundaries between communication channels and providing a single integrated brand experience across multiple touch
points necessitate transitioning from a multi-channel environment to an ‘OMNI-Channel’ ecosystem. An ‘OMNI-Channel’ business
model is imperative to meet consumers’ potential needs. Convenience store merchants have access to the necessary skills and
resources to manage and operate this retail channel effectively. By being closer to their customers and catering to diverse needs, they
are well-positioned to provide increased convenience. The implementation of an ‘OMNI-Channel’ strategy, combined with expanded
store penetration, will result in faster product delivery and shorter turn-around times, ultimately enhancing the efficiency of the overall
business model.
Spencer’s Take
Spencer’s strengthen itself to become a fully-integrated ‘OMNI-Channel’ retailer and for this purpose, the Company chose a
hyper-local strategy. Contacting clients directly and with contactless delivery via its ‘Out-of-Store’ channels to capitalise on
e-commerce. Introduction of new brands, goods, markets, and servicing in other locations are other factors further providing
expansion prospects to the Company.
85
Demographical Advantage
In India, Spencer’s Retail Limited benefits from favourable demographic trends. The number of middle-class customers is steadily
increasing, and nuclear households are predicted to reach 74% by 2025. Nuclear households spend 30% more per capita than combined
families. This growth is driven by a young working population with a median age of 24, expanding metropolitan nuclear families, a rising
number of working women, and opportunities in the service sector. These demographic advantages position Spencer’s Retail Limited
to tap into the growing demand and succeed in the dynamic Indian retail industry.
Spencer’s Take
The Company is expanding its footprints with a cluster-based approach so that serving the customers can be addressed
proximity based. This will provide the customers to avail Spencer’s services with greater ease and increase the footfall in the
stores. Concentrating stores in a cluster can lead to economies of scale for the Company in terms of procurement, inventory
management, and marketing expenses. Ultimately, this will maximise the potential of a specific geographic area by creating a
concentration of complementary stores.
Urbanisation in the Retail Sector

Rise in urbanisation makes more people concentrated in one location. This, in turn, makes it increasingly easier to attract and serve
more and more customers in a single retail chain today.
Spencer’s Take
Owing to the incremental demand outside from the established store concentration areas, Spencer’s has launched its new format
of value market stores to efficiently cater the demand and generate maximum outcome from the newer opportunities. These
stores particularly concentrate on urbanised areas to tap the opportunities within the value-conscious customer segment.
Atomic Family
Over time, the joint family structure has evolved to adapt to the changing times and has taken a new form of atomic or nuclear families.
Today, with both partners working, purchasing power of families is also rising. However, there is also a growing ‘lack of time’ for day-
to-day activities like grocery shopping. This is why the whole concept of organised retail, which provides a one-stop retail solution
under a single roof, is becoming popular each day.
Spencer’s Take
Spencer’s has been one of the early entrants in the organised retail space. The Company provides its customers with various retail
solutions under a single roof for both food and non-food items. The Company’s position as a frontrunner in the industry gives it
an edge.
Employment Opportunities Generated by Spencer’s

Today’s retail marketing is the largest job-generating industry. Employment in the retail industry is provided to skilled, semi-skilled and
unskilled persons who contribute to the country’s socio-economic development. Spencer’s new stores/outlets are providing newer
employment opportunities for the community, thus contributing to the economic growth of society and promoting betterment.
86
Challenges
The Dominance of the

Unorganised Sector
The very first challenge faced by the
Competitive Pricing organised retail industry in India is
There is a price war between different competition from the unorganised
retail organisations, with everyone sector. Traditional retailing has been
High Costs of Real Estate Properties
providing goods at low cost and offering established in India for centuries. It is
Real estate prices in Indian cities are various promotional schemes. In such a low-cost structure, mostly owner-
increasing heavily. The lease or rent of a case, retaining one’s customers and operated, has negligible real estate
the property is one of the major areas of expecting loyalty from old ones is and labour costs with little or no taxes
expenditure. A high lease rental reduces difficult. to pay. Customer familiarity that runs
the profitability of a project. It is difficult from generation to generation is one
to find suitable properties in central big advantage for the unorganised
locations for retail. sector.
Indian Organised Retail Industry

The Indian retail industry is primarily divided into two sub-
categories Viz. traditional retail and organised retail. Traditional
retail is the predominant form of retail while organised retail is
a comparatively less penetrated option in India. In recent times,
there has been a notable shift in consumer preference towards
a ‘one-stop shopping destination-kind of experience’, which only
organised retail can offer. The evolving demographic landscape
further amplifies this change.
In recent times, the retail segment in India has witnessed

exponential growth primarily driven by the incremental domestic
consumption, increased household income, innovative financing,
and the convenience of digital payment. According to a report
jointly published by the real estate consultant ANAROCK and
Retailers Association of India, the top 7 cities in India (Bengaluru,
Chennai, Hyderabad, Kolkata, MMR, National capital region (NCR),
and Pune) have added over 2.6 Million sq. ft. of mall space in 2022
– 27% higher than 2021. From the revenue part, the organised
retail to witness 17-22% growth, backed by the demand revival
and increased penetration whereas the operating margin of the
brick-and-mortar retail is expected to expand by 14-16%. The
notable fact is that the brick-and-mortar segment encapsulates
the 68% share in the retail market.
87
With the perception of the Indian retail sector transforming,

retailers continue altering their store models to meet the
diverse customer demands across markets and geographies.
Owing to the rapid and widespread urbanisation in the Tier
II & Tier III cities, organised retail outlets are now becoming
increasingly popular as a destination for modern retailers. This
enables the industry to grasp a greater market share among
the population while penetrating into underserved geographies
with untapped opportunities.
Despite greater penetration of organised retail in the Indian

market, the headroom for growth is exceptionally vast. On a
comparative note, the penetration of organised retail in India is
only 11.1% while it is 85% in USA.
Outlook
The Indian organised retail sector demonstrates a positive
outlook, driven by policy reforms and the growing trend
of urbanisation. This industry’s expansion is fuelled by a
consumption boom, resulting in greater disposable income, a
focus on hygiene, evolving lifestyles, and easy borrowing and
usage of ‘Buy Now & Pay Later’ models. Thereby, contributing
significantly to India’s robust and rising consumer culture.
Moreover, secure and hassle-free financial transactions
enhance consumer trust and encourage greater utilisation
of e-commerce platforms and services. With retail activities
gradually returning to pre-pandemic levels and demand
resurging, several international brands operating in the Retail
and F&B sectors are expressing interest in the Indian retail
landscape. This trend is expected to drive further growth across Spencer’s Take
these sectors in the future.
Spencer’s caters to ~72% segment of India’s overall
(Source: https://wealthdesk.in/blog/what-is-ondc-and-how-will-it-impact-
indias-retail-market/
organised retail market, comprising Food and Grocery,
https://retail.economictimes.indiatimes.com/files/cp/1294/cdoc-1661333692- Apparels, General Merchandise, Consumer Durables,
ECOM_july_7_5in%20x%208in_Correction.pdf)
Mobile and IT, Furniture and Household items and
Footwear. With only ~5% market penetration, the
Grocery industry offers significant growth potential for
modern trade. Spencer’s is poised to benefit from these
potentials given its capabilities, market understanding
and diversified offerings.
(Source: CRISIL Research)
Spencer’s is well-versed in current industry trends, and the

Company’s experience allows it to continually analyse its stores
and drive efficiency, extend its consumer base, and launch
new stores. Further, the Company has expanded its reach
by launching a new value market stores. During the year, the
Company launched 10 new value market stores, totalling 1.45
lac sq ft. As part of its ongoing action plan, the Company is
focussed on a hybrid brick & mortar store model and ‘OMNI-
Channel’ distribution.
88
Indian E-Commerce Industry Overview

The Indian e-commerce industry is witnessing a progressive momentum owing to the increased penetration of mobile phones coupled
with lower data carrier charges. The Indian e-commerce industry has been on an upward growth trajectory and is expected to surpass
the US to become the second-largest e-commerce market in the world by 2034. During the COVID-19 pandemic, the e-commerce
sector witnessed a consumer demand surge, which sustained even after the situation improved. The widespread penetration of the
internet and smartphones and the rapid adoption and maturation of digital transactions has further propelled the industry’s growth. As
a result, the e-commerce industry has been able to capture a significant market share within a relatively brief period.
The e-commerce market is expected to touch $350 Billion in GMV (Gross Merchandise Value) by 2030. Technology-enabled innovations
like digital payments, hyper-local logistics, analytics-driven customer engagement and digital advertisements will likely support the
growth in the sector. India is also planning to introduce Open Network for Digital Commerce (ONDC). ONDC will enable e-commerce
platforms to synchronise search results on all the e-commerce platforms and display products and services from every platform. This
will further boost business for MSMEs (Micro, Small and Medium Enterprises) and help fuel India’s e-commerce growth. The growth in
the sector will further encourage employment, increase revenues from export, increase tax collection by exchequers, and provide better
products and services to customers in the long term. According to NASSCOM, the Indian e-commerce sector is anticipated to be worth
US$ 200 Billion by 2030 as a result of increased analytics, transactions, and internet penetration.
Indian e-retail industry is projected to exceed 300-350 Million shoppers, propelling the online Gross Merchandise Value (GMV) to US$
100-120 Billion by 2025. According to Bernstein report, India’s e-commerce market is expected to reach ~US$133 Billion by 2025
while the penetration is going to be double in next 5 years. The e-commerce industry is gradually penetrating in Tier 2 & 3 cities. By
2025, the direct-to-customer (D2C) e-commerce market is anticipated to reach a worth of ` 100 Billion, a 32-times growth over 2023.
Around 53% of the consumers are from non-metros and 80% of Indian consumers prefer to shop from smartphones. Considering these
penetrations to go deep in future as well, the e-commerce industry in the country is yet to witness its optimal growth.
Global E-commerce Penetration (Region wide growth %)
40.1% 41.0%
38.4% 39.3%
36.7% 37.6%
35.2%
33.7%
30.9%
29.7%
25.7% 26.0%
22.8% 24.4%
21.3%
19.8% 19.7%
16.7% 18.1%
16.7%
14.6% 14.6% 14.7% 15.4% 22.0%
19.5% 20.8%
17.0% 18.3%
9.9% 11.1% 15.8%
14.5%
13.3%
11.8% 12.3% 12.0% 12.1% 12.7% 13.2%
10.4% 11.0% 11.6%
7.3% 8.3% 9.4%
8.4%
6.4% 7.4%
3.6% 4.3% 5.0%
2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030
US India Global (ex. China) China
(Source: eMarketer, Bernstein estimates and analysis)
89
India’s E-Commerce market growth by 2025

($ Billion)
40 57 72 89 110 133
Growing
at a
27%
CAGR
2020 2021 2022 2023 2024 2025
(Source: Bernstein estimates & analysis)
Outlook
The fast-paced internet and smartphone penetration are among the key enablers of e-commerce in the country, at present. The total
number of internet subscribers reached 836.86 Million in June 2022 while the smartphone base is expected to reach 1 Billion by
2026. This is in line with the forecast of India’s digital sector reaching US$ 1 Trillion in internet Gross Merchandise Value (GMV) by
2030. Rapid technology upgradation and adoption on a wide scale are transforming the retail industry. India’s e-commerce sector has
thereon opened up various segments of commerce ranging from business-to-business (B2B), direct-to-consumer (D2C), consumer-to-
consumer (C2C) and consumer-to-business (C2B). Major segments such as D2C and B2B have experienced immense growth in recent
years. India’s D2C market is expected to reach US$ 60 Billion by 2026-27. The overall e-commerce market is benefiting from the boom
in high-speed internet and smartphone penetration along with the rise in income. With this,the e-commerce sector is expected to reach
US$ 350 Billion by 2030, and experience 21.5% growth in 2022 by touching US$ 74.8 Billion.
Spencer’s Take
We began our journey as an ‘OMNI-Channel’ player, serving clients through our shops, e-commerce websites, and mobile
application. We have enhanced our online platform to provide seamless service delivery to our customers. Capitalising on the
opportunities that were boosted during the COVID-19 pandemic, we started pushing our efforts towards our e-commerce
subsidiary ORIPL (Omnipresent Retail India Private Limited). In 2022-23, ORIPL registered its first-ever positive Operating Profit
with a Gross Merchandise Value (GMV) of ` 302 Crores.
Growth Of the Indian E-Commerce Market (2022-2030)

(US$ Billion)
2030 350
2022 74.8
(Source: https://www.ibef.org/industry/ecommerce)
90
Growth Drivers of the E-Commerce Industry in India

Advancements in Technology Adoption
The number of internet users in India is expected to grow to ~1 Billion by 2025 with 33% of them (330 Million) becoming online
shoppers. The growing use of smartphones and access to the internet via broadband, 4G, and 5G is predicted to increase the number
of online consumers. As a result, the e-commerce customer base is likely to grow in the near term.
Spencer’s Take
Spencer aims to leverage the OMNI-Channel network to reach customers directly. The Company has invested heavily in multiple
aspects to improve its customer experience. For instance, the Company has enabled a touchscreen-driven point-of-sale system
to scan the available products quicker. Furthermore, contactless door-step deliveries, paperless e-invoices, and digital payments
through third-party payment processors are all available to Spencer’s customers.
Shopping Experience
E-commerce ‘humanises’ the online shopping experience for users. It allows customers to shop at their own ease with their preferences.
The digital platforms have options like sorting and filtering, which provide customers with a speedy shopping experience while meeting
their real-life expectations and requirements.
Spencer’s Take
Spencer’s has always strived to deliver an enhanced shopping experience by offering a diverse product selection and a positive in-
store experience. The Company includes a bilingual call centre with professionals that handle client comments and questions from
all locations. Customers can contact the Company via various channels, including a toll-free number, email, website, social media
platforms. As a result, the Company guarantees to reach a larger audience, assists them with their questions and feedback, and
provides them with a better purchasing experience every time. This backend assistance has greatly aided the Company’s ability to
communicate with customers effectively.
Company Overview
Spencer’s Retail Limited is an Indian multi-format contemporary
retailer owned by the RP Sanjiv Goenka Group. Headquartered
in Kolkata, the Company, is among the leading players in the
FMCG space, with food and non-food items, including Fashion,
Staples, General Merchandise, Personal Care, Home Essentials,
Electrical & Electronics and many more. The Company’s
speciality sections are Gourmet, Patisserie and Wine and Liquor.
As an established player, Spencer’s enjoys a healthy brand recall

across its segments. With a presence in over 44 Indian cities,
Spencer’s operates 186 Stores in India, including 35 Natures
Basket Stores. The Company operates in three retail formats;
small-format stores with store sizes ranging up to 5000 sq.
ft, catering to the daily and weekly top-up shopping needs of
consumers; large-format stores with store sizes over 5000 sq.
ft. and value market stores with average store sizes between
5,000-24,000 sq. ft.
91
Operational Overview
During 2022-23, the Company’s revenue from operations stood at ` 2452 Crores with a sustainable gross margin of 20.1%. This
growth was mainly driven by the food and non-food category mix (General Merchandise & Apparel), where the non-food mix touched
its highest figures in the previous three years to surpass the pre-COVID-19 pandemic levels.
During 2022-23, the Company’s e-commerce business ORIPL also turned Operating Profit positive for the first time with a GMV of `
302 Crores. The growth was mainly attributed to the consumer preference shift in the shopping medium. The Company also launched
new ‘Value Market Store’ format to capture the incremental demand from Tier III and Tier IV cities due to increased urbanisation and
demographic shift. These stores focus more on value-conscious customers and will have a larger share of Spencer’s private brands
going ahead.
Financial Review
Particulars Standalone for the Year ended Consolidated for the Year ended
March 31 March 31
2022-23 2021-22 2022-23 2021-22
Turnover (Figures In ` Crores) 2210.16 2067.11 2485.16 2376.55
Return On Equity (%) (150.48%) (32.91%) N.A* (196.36%)
Net Asset Value Per Share (`) 11.30 28.51 (16.69) 6.86
Earnings Per Share (`) (17.00) (9.38) (23.34) (13.48)
*As the net-worth is negative as on March 31, 2023.
Details of Significant Ratio Changes

Standalone
Financial Results 2022-23 2021-22 % Change Reason for Change
Interest Coverage Ratio (1.98) (0.41) 387%
Operating Profit Margin (%) (2.87%) (0.43%) 570%
Net Profit Margin (%) (7.03%) (4.23%) 66% Increase in losses in current year
Earnings Per Share (Basic) (%) (17.00) (9.38) 81%
Return on Net Worth (%) (150.48%) (32.91%) 357%
Increase in borrowings during the year and
Debt Equity Ratio 4.32 1.14 278% lower networth due to losses incurred in
current year.
Lower closing outstanding debtors and higher
Debtors Turnover (Days) 3.79 5.26 (28%)
revenue during the year.
Lower average inventory and higher revenue
Inventory Turnover (Days) 38.31 42.42 (10%)
during the year.
Current Ratio 0.43 0.51 (16%)
Consolidated
Financial Results 2022-23 2021-22 % Change Reason for Change

Interest Coverage Ratio (2.42) (0.87) 177%
Operating Profit Margin (%) (3.90%) (1.09%) 259%
Earnings Per Share (Basic) (%) (23.34%) (13.48%) 73% Increase in losses in current year
Return on Net Worth (%) (139.83%) (196.36%) (171%)
Net Profit Margin (%) (8.58%) (5.28%) 62%
Increase in borrowings during the year and lower
Debt Equity Ratio (3.60) 5.83 (162%)
networth due to losses incurred in current year.
Debtors Turnover (Days) 3.45 4.48 (23%)
Inventory Turnover (Days) 39.06 41.89 (7%)
Current Ratio 0.42 0.50 (16%)
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Risk Management
Risk, at its core, involves the potential occurrence of adverse events. The way Spencer’s approaches risk management is the primary
factor determining the Company’s ability to identify, evaluate, and effectively mitigate risks. This entails properly assessing risks, using
appropriate risk metrics, and ultimately succeeding in managing them. By prioritising risk management, Spencer’s can safeguard its
operations and ensure its long-term success. Each key risk type demands a specific set of skills and its philosophical approach. Spencer’s
risk management framework has policies and procedures to identify, evaluate, mitigate, and report risks. The Risk Management
Committee, overseen by the Board, identifies and evaluates threats using digital tools and draws mitigation strategies accordingly.
Risk Description Mitigation
Inventory Risk This risk of loss due to the unavailability • Store operations and supply chain teams regularly monitor
of inventory leading to customer inventory levels to ensure adequate stock availability
dissatisfaction and reduction in • Flexible inventory procedure enables real-time inventory
customer loyalty. reporting
• Analyses of essential data points to forecast inventory
levels allows timely reordering and maintenance of an
adequate stock level
Inflationary Risk The risk of loss due to the sudden • Regular analyses of inventory to promptly clear stock
change in prices because of unforeseen • Prompt clearance of stock through several in-store offers,
conditions and procurement of products coupons, and customised discounts.
and fall in demand because of high
prices.
Competitive Risk The risk of loss to the Company • Sustain brand visibility and differentiation through private
arising from intense competition in brand campaigns and other strategic initiatives.
the retail store chain industry owing • Implement strategies and campaigns to retain and acquire
to differentiated products and new customers, wherein Spencer’s acquired Natures Basket for
entrants of varying sizes and store product range expansion and widened customer base and
formats. reach.
• Specialty segments, including Spencer’s Gourmet,
Patisserie, Wine and Liquor, and recently launched
‘Epicuisine’, provide the Company with a much-needed
differentiation.
Supply Chain Risk The risk of potential loss to the • Distribution centres and third-party supply chain
Company due to supply-side delays management for logistical support help the Company
caused by interruptions in logistics and mitigate this risk.
distribution networks. • Working closely with suppliers and maintaining cordial
relations with them helps mitigate this risk.
Quality Risk The risk of loss of trust and customer • Trained service team to patiently deal with customers’
confidence due to ineffective product issues and complaints, helps the Company ensure speedy
quality and services. and effective customer redressal.
• Regular and rigorous quality and safety checks by quality
team helps the Company ensure all quality standards are
followed.
93
Human Resource
Management
At Spencer’s, people are regarded as the most vital assets for
ensuring business continuity. The Company recognises the
importance of balancing personal growth and professional
development by providing a safe, conducive, and productive
work environment. Spencer’s highly values its skilled and
professional management team, viewing it as a key driver for
growth and success. To further improve business efficiency,
devise prudent strategies, set up robust systems, and become
agile and dynamic to suit evolving industry requirements,
Spencer’s relies on its experienced and talented employee pool.
The Company provides regular skill and personnel development
training to improve efficiency and keep employee morale
high. The Company believes in providing equal opportunity
to employers and believes in nurturing diversity at workplace
while ensuring equitable remuneration for all. The Company
hires people from all walks of life, across geographies. Being
a non-discriminatory employer that promotes value diversity
at workplace, it hires people with disabilities for roles that
are friendly to their working condition as well. Therefore, the
Company remains dedicated to fostering a positive and healthy
work environment. With this, the Company strongly focuses
on employee training and development. Spencer’s provides
functional training and customer-first training programmes
– ‘Parichay’, aimed at preparing its people for customer
interaction. It also provides further career development
opportunities to the employees through its initiative ‘Utthaan’.
Creating an inclusive and supportive work environment at

Spencer’s is one of its focus areas. Within this, employees
are empowered in a way that encourages positive behaviour,
resulting in improved performance and value addition for
customers. Therefore, evaluation and recognition of top talents
are undertaken through the Company’s R&R events such as
‘Umang’ and ‘Utsav’. It believes that a motivated and happy
workforce, aligned with the organisational objects can propel
the Company to the next orbit of its growth. Spencer’s has
been recognised as ‘Great Place to Work’ for the fourth year.
As of March 31, 2023, the Company’s consolidated talent
pool stood at 5,462, including women accounting for about
23% of the total workforce. Spencer’s lays a great focus on
women’s empowerment, encouraging female employees to Habsiguda in Hyderabad and Royapettah in Chennai. The
participate in numerous training programmes, such as ‘Saheli’ store team has 10 - 13 female employees comprising of store
and ‘Naari Shakti,’ to nurture their growth and development. operations team, riders, and security staff. The entire team is
Furthermore, the Company also employs individuals that would committed to provide best-in-class shopping experience to
have successfully National Apprenticeship Promotion Scheme our customers. This team represents today’s aspiring women
(NAPS) training. of modern India who want to upgrade their skills and act as
Spencer’s Retail Limited, inaugurates its first all-women stores breadwinners for their families. We, at Spencer’s, have always
in the Eastern & Southern India region, totally operated and empowered women employees to come ahead and take
managed by women employees at Mahamayatala in Kolkata, lead roles and partner in the business. All women store is yet
94
Internal Control System and

Adequacy
Spencer’s has implemented a comprehensive internal control
framework to ensure the protection of the Company in line
with the size and intricacy of its financial reporting and other
operational data. The Company ensures all its processes are
compliant to established policies, procedures and statutory
requirements. The Company has developed well-documented
guidelines, procedures for authorisation and approvals, including
regular audits. The internal audit system encompasses all
financial and operational controls across all divisions, functions,
and departments. The internal audit team regularly reviews the
organisation’s various functions and identifies opportunities for
improvement. The Company believes in conducting business
ethically and responsibly. To integrate the value system as
an integral aspect of operations, Spencer’s conducts regular
knowledge sharing and training sessions, as well as provides
e-learning courses to enhance awareness of the Code of
Conduct and the Company’s essential policies. This approach
ensures that employees remain up-to-date and well-informed,
enabling them to uphold the Company’s values and principles in
their day-to-day activities.
Cautionary Statement
The statements in the Management Discussion and Analysis
section describing the Company’s objectives, projections,
estimates and prediction may be considered as forward-
looking statements. All statements that address expectations
or projections about the future, including, but not limited to;
statements about the Company’s strategy for growth, product
development, market positioning, expenditures and financial
results, are based on certain assumptions and expectations
of future events. The Company cannot guarantee that these
assumptions and expectations are accurate or will be realised.
The Company’s actual results, performance or achievement
may thus differ materially from those projected in such forward-
looking statements. The Company assumes no responsibility
to publicly amend, modify or revise any forward-looking
statement on the basis of any subsequent developments,
information or events. To avoid duplication and repetition,
certain heads of information required to be disclosed in the
another milestone achieved which showcases our diverse and
Management Discussion and Analysis have been included in
inclusive culture prevailing in the organisation. More than 22%
the Board’s Report.
of our employee workforce is fearless women employees who
not only manage their own homes but also manage Spencer’s
stores effortlessly every single day.
95
Report on Corporate Governance

(Annexure ‘B’ to Board’s Report)
Corporate Governance is a process of governing a corporate entity which through a set of systems, procedures and
practices establishes a valuable relationship of trust with all Stakeholders. Transparency, Disclosure and Accountability are
three main pillars of corporate governance. In order to accomplish fair Corporate Governance, the Government of India has
put in place a framework based on stipulations contained under the Companies Act, 2013 (“Act”), SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015, (‘SEBI Listing Regulations’), Accounting Standards and Secretarial Standards
etc. The Company considers Stakeholders as partners in its business process.
Spencer’s Philosophy on Corporate Governance
The philosophy of the Company’s Corporate Governance ensures transparency in its affairs and the functioning of the
Management and the Board and accountability towards its stakeholders. It also encompasses the oversight of business
strategies and ensures fiscal accountability, ethical corporate behaviour and fairness to all stakeholders comprising regulators,
employees, customers, vendors, investors and the society at large. The Company’s policies focus on the augmentation
of long-term shareholder’s value without compromising integrity, social obligations, and regulatory compliances. We are
committed to meet the aspirations of all our stakeholders. This is demonstrated in shareholders returns, high credit ratings,
awards and recognitions, governance processes and an entrepreneurial performance focussed work environment. The
Corporate Governance framework of the Company is based on an effective and Independent Board of Directors. The
separation of the supervisory role of the Board of Directors (‘Board’) from the executive management team and constitution
of the committees of the Board of Directors has been carried out as required under the applicable laws. A robust Corporate
Governance framework has been implemented across the organisation so as to sustain and improve, with each passing
day, the Company’s efficiency, effectiveness and social responsibility. The basic philosophy of Corporate Governance in the
organisation emphasises on maintaining the highest levels of transparency, accountability, awareness and equity across all
operational aspects. The demands of Corporate Governance require professionals to raise their competence and capability
levels to meet the expectations in managing the enterprise and its resources effectively with the highest standards of ethics.
It has thus become crucial to foster and sustain a culture that integrates all components of good governance by carefully
balancing the inter‑relationship among the Board of Directors, Board Committees, Finance, Compliance teams, Auditors
and the Senior Management. Above all, we feel honoured to be integral to India’s social development. As a listed Company,
Spencer’s ensures compliance with all the applicable provisions of the corporate laws and SEBI Listing Regulations pertaining
to corporate governance, including the appointment of the Independent Directors and constitution of Committees of
the Board. The Board of Directors functions either independently or through various committees constituted to oversee
specific operational areas. We believe, Corporate Governance is not just a destination, but a journey to constantly improve
sustainable value creation. It is an upward-moving target that we collectively strive towards achieving. Our multiple initiatives
towards maintaining the highest standards of governance are detailed in this Report.
The Equity shares of the Company are listed on BSE Limited (“BSE”) and the National Stock Exchange of India Limited
(“NSE”). A report on the Company’s compliance with the Corporate Governance provisions as prescribed under SEBI Listing
Regulations, as amended from time to time, is given hereunder. This chapter, along with the chapters on Management
Discussion and Analysis and Additional Shareholder Information, reports the status of Compliance of Corporate Governance
norms of the SEBI Listing Regulations by the Company for the year ended March 31, 2023.
BOARD OF DIRECTORS
COMPOSITION AND ATTENDANCE

The Board of Directors is the apex body constituted by shareholders for overseeing the Company’s overall functioning. The
Board provides strategic direction and leadership and oversees the management policies and their effectiveness looking at
long-term interests of shareholders and other stakeholders. The Board, inter alia, reviews and guides corporate strategy, major
plans of action, risk policy, annual budgets, acquisitions and divestments. It also monitors implementation and effectiveness
of governance structures.
The Company believes that an active, well-informed and Independent Board is an important facet of responsible behavior
which is necessary to ensure the highest standards of Corporate Governance.
The Board comprises of an optimum combination of Executive, Non-Executive and Independent Directors. As on March
31, 2023, the Board comprises of eight Directors. The Board is headed by a Non-Executive Non-Independent Chairman.
The Company is having six Non-Executive Directors out of which four are Independent Directors, including a Woman
96
Report on Corporate Governance (Contd.)
Director. Further, there are two Executive Directors designated as a) Chief Executive Officer and Managing Director and b)
Whole-time Director respectively. The composition of the Board satisfies the requirements of Section 149 of the Companies
Act, 2013 (“the Act”) as well as Regulation 17 of the SEBI Listing Regulations.
The Company has in place succession plan for the Board of Directors and Senior Management of the Company.
The Details of other Directorship/Chairmanships/Membership of Committee and attendance record of the Directors are
detailed in Table 1 below. None of the Directors is a member of more than ten Board-level Committees of public companies
in which they are Directors or is a Chairman of more than five such Committees.
Table 1: Composition of the Board of Directors as on March 31, 2023.

Name of the Directors Category No. of other Directorships Attendance Particulars
and Committee Membership /
Chairmanships in other Indian
Public Companies
Director Member*1 Chairman No. of No. of Attendance
(Note -1) (Note -2) (Note -2) Board Board at last AGM
Meetings Meetings
Held Attended
Dr. Sanjiv Goenka *2 Promoter, Non- 8 5 3 5 5 Yes
Executive & Chairman
Mr. Shashwat Goenka *3 Non- Executive 5 1 0 5 5 Yes
Director
Mr. Utsav Parekh Non-Executive, 8 5 3 5 5 Yes
Independent Director
Mr. Pratip Chaudhari Non-Executive, 3 5 0 5 4 Yes
Ms. Rekha Sethi Non-Executive, 4 3 0 5 5 Yes
Mr. Debanjan Mandal Non-Executive, 9 5 1 5 4 Yes
Mr. Devendra Chawla *4 CEO and Managing 0 0 0 3 3 Yes
Director
Mr. Anuj Singh *5 CEO and Managing 0 0 0 0 0 NA
Director
Mr. Rahul Nayak Whole-time Director 0 0 0 5 5 Yes
*1 - Members include Chairmanship.
*2 & *3 - * Dr. Sanjiv Goenka has decided to step down from the position of the Director w.e.f. May 22, 2023 (after the close
of business hours). Consequently, the Board has decided and approved the appointment of Mr. Shashwat Goenka as the
Chairman of the Company w.e.f. May 23, 2023.
*4 - Mr. Devendra Chawla resigned from the position of CEO & Managing Director of the Company and also as Director of
the Company with effect from January 20, 2023 and consequently also ceased to be a member from all the Committees of
the Board where he was a member.
*5 - Mr. Anuj Singh was appointed as CEO and Managing Director of the Company with effect from March 22, 2023.
Notes:
1. Directorships held by Directors as mentioned in Table 1 do not include alternate directorships, directorships of foreign
Companies, Section 8 Companies, one person Companies and private limited Companies.
2. Memberships / Chairmanships of only the Audit Committees and Stakeholders Relationship Committees of public
limited Companies have been considered.
3. Except Dr. Sanjiv Goenka and Mr. Shashwat Goenka, none of the Directors are related to each other
4. The details of the familiarisation programme for Independent Directors is disclosed on the Company’s website and can
be accessed at http://www.spencersretail.com/investor
5.
The Company has in place, plans for orderly succession for appointment to the Board of Directors and Senior
Management.
6. The Independent Directors have confirmed that they meet the criteria of independence under section 149(6) of the
97
Act and the SEBI Listing Regulations. The Board is of the opinion that the Independent Directors fulfill the conditions
prescribed under Regulations 16(1)(b) & 25(8) of SEBI Listing Regulations and are independent of the management.
None of the Independent Directors resigned before the expiry of his /her tenure since the last Annual General Meeting
of the Company and the maximum tenure of the Independent Directors is in compliance with the Act. The terms and
conditions of the appointment of Independent Directors are available on the Company’s website and can be access at
7. The Company has proper systems to enable the Board of Directors to periodically review the compliance reports of all
laws applicable to the Company.
8. The Chairman of the Company is a Non-Executive Director and is not related to CEO and Managing Director and
Whole-time Director of the Company.
Table: 2 Details of directorship of present Directors in other Listed Entities
Name of the Directors Directorship in other Listed Entities Category

Dr. Sanjiv Goenka* a) CESC Limited Chairman / Non-Executive / Non-
Independent
b) Firstsource Solutions Limited
c) PCBL Limited
d) Saregama India Limited
e) RPSG Ventures Limited
Mr. Shashwat Goenka* a) CESC Limited Non-Executive / Non-Independent
b) Firstsource Solutions Limited
c) PCBL Limited
d) RPSG Ventures Limited
Mr. Utsav Parekh a) Eveready Industries India Limited Non-Executive / Non-Independent
b) Firstsource Solutions Limited Non-Executive / Independent
c) Jay Shree Tea & Industries Limited
d) SMIFS Capital Markets Limited Chairman / Non-Executive / Non-
Independent
e) Texmaco Rail & Engineering Limited Non-Executive / Independent
f) Xpro India Limited
Mr. Pratip Chaudhuri a) CESC Limited Non-Executive / Independent
b) Cosmo First Limited Non-Executive / Non-Independent
c) Firstsource Solutions Limited Non-Executive / Independent
Ms. Rekha Sethi a) CESC Limited Non-Executive / Independent
b) Kirloskar Brothers Limited
c) Samvardhana Motherson International Limited
Mr. Debanjan Mandal a) Century Plyboards (India) Limited Non-Executive / Independent
b) CESC Limited
c) Industrial and Prudential Investment Company Limited
Mr. Anuj Singh NIL NIL
Mr. Rahul Nayak NIL NIL
* Dr. Sanjiv Goenka has decided to step down from the position of the Director w.e.f. May 22, 2023 (after the close of
business hours). Consequently, the Board has decided and approved the appointment of Mr. Shashwat Goenka as the
98
SKILLS/EXPERTISE/COMPETENCIES IDENTIFIED BY THE BOARD OF DIRECTORS

As required under the SEBI Listing Regulations, the list of core skills/expertise/competencies as identified by the Board of
Directors in the context of its business and sector for it to function effectively and those available with the Board are as
under:
Definitions of skills/expertise/competencies
Financial/ Regulatory / technical, Leadership of a financial firm or management of the finance function of an
Legal and Regulatory enterprise, resulting in proficiency in complex financial management, capital
allocation and financial reporting processes or experience in actively supervising
a principal financial officer, principal accounting officer, controller, public
accountant, auditor or person performing similar functions.
Diversity Representation of gender, ethnic, geographic, cultural, or other perspectives that
expand the Board’s understanding of the needs and viewpoints of our customers,
partners, employees, governments, and other stakeholders worldwide.
Leadership and Operational Extended leadership experience for a significant enterprise, resulting in a practical
Experience understanding of organisations, processes, strategic planning, and operations.
Demonstrated strengths in developing talent, planning succession, and driving
change and long-term growth.
Technology A significant background in technology, resulting in knowledge of how to anticipate
technological trends, generate disruptive innovation, and extend or create new
business models.
Board service and Governance Service on a public company board to develop insights about maintaining board
and management accountability, protecting shareholder interests, and observing
appropriate governance practices.
Sales and marketing Experience in developing strategies to grow sales and market share, build brand
awareness and equity, and enhance enterprise reputation.
Sustainability, Environment, Social Experience in leading the sustainability and ESG visions of organisations, to be able
and Governance (ESG) to integrate these into the strategy of the Company.
Risk expertise Experience in identifying and evaluating the significant risk exposures to the business
strategy of the Company and assess the Management’s actions to mitigate the
strategic, legal and compliance, and operational risk exposures.
The details of Directors of the Company who possess those skills/expertise/competencies are as given below:
Director Financial Diversity Leadership Technology Board Sales and Sustainability, Risk
Service and Marketing Environment, Expertise
Governance Social and
Governance
(ESG)
Dr. Sanjiv Goenka* √ √ √ √ √ √ √ √
Mr.Shashwat Goenka* √ √ √ √ √ √ √ √
Mr. Utsav Parekh √ √ √ √ √ √ √ √
Mr. Pratip Chaudhari √ √ √ √ √ √ √ √
Ms. Rekha Sethi √ √ √ √ √ √ √ √
Mr.Debanjan Mandal √ √ √ √ √ √ √ √
Mr. Anuj Singh √ √ √ √ √ √ √ √
Mr. Rahul Nayak √ √ √ √ √ √ √ √
ROLE OF THE BOARD OF DIRECTORS

The primary role of the Board of Directors to protect and enhance shareholders values through strategic supervisions and
to provide leadership to the Company and to deliver shareholders value over the long term. The Board sets the Company’s
strategic objectives, making sure they align with its values and standards and the desired business culture. The Board of
Directors have the responsibility of ensuring effective management, implementation of the business strategy, monitor the
performance of the Company, its compliance efficacy and the effectiveness of the Company’s corporate governance
99
practices. Executive Directors report to the Board and are in charge of running the Company’s operations, executing the
business strategy in consultation with the Board for achieving annual and long term business goals.
RESPONSIBILITIES OF THE BOARD LEADERSHIP

The Chairman of the Board presides over Board meetings in a manner that encourages participation and information sharing
while conducting the meetings toward timely closure and prudent decision-making. As Chairman, he provides leadership,
overall direction and guidance to the Board. The Chairman is responsible for fostering and promoting the integrity of the
Board while nurturing a culture where the Board works harmoniously for the long-term benefit of the Company and all its
stakeholders. The Board and it’s Committees provide effective governance to the Company. The Chairman takes a lead role
in managing the Board and facilitating effective communication among the Directors. He plays a significant role in setting up
the governance standards of the Board and ensuring that the Board’s decision are aligned to the organisations vision, mission
and strategy. He stays up-to-date about the organisation and determines when an issue needs to be brought to the attention
of the Board.
BOARD / COMMITTEE MEETINGS

The Board meets at regular intervals to discuss and decide on Company / business policies and strategy apart from other
regular business matters. The Board / Committee Meetings are pre-scheduled and a tentative calendar of the Board and
Committee Meetings circulated to all Directors and invitees well in advance to enable them to plan their schedule and
to ensure meaningful participation in the meetings. However, in case of a special and urgent business needs, the Board’s
approval is taken by passing resolution by circulation, for the matters permitted under law, which is noted and confirmed in the
subsequent meetings of Board / Committee(s). Business unit heads and Senior Management Personnel make presentations
to the Board as and when required. The Board is updated on the discussions held at the Committee Meetings and the
recommendations made by various Committees. The agenda of the Board / Committee Meetings is set by the Company
Secretary in consultation with the Chairman, MD / CFO and functional heads of the Company. Usually meetings of the Board
are held at the Corporate Office of the Company at Kolkata.
In the financial year 2022-23, the Board met 5 (five) times on May 12, 2022, August 11, 2022, November 14, 2022, February
14, 2023 and March 22, 2023. The Board Meeting is conducted at least once in every quarter to review the quarterly financial
results, performance of the Company and other agenda items. Additional meetings are held on need basis. The Company
provides facility to the Directors to attend the meetings of the Board and its Committees through Video Conferencing mode
and Other Audio Visual Means (OAVM).
The gap between two Board Meetings is well within the maximum time gap of one hundred and twenty days as prescribed
under Section 173 of the Act and Regulation 17(2) of the SEBI Listing Regulations respectively or any other statutory extension
thereof.
The Company Secretary plays a key role in ensuring that the Board (including committees hereof) procedures are followed
and regularly reviewed. The Company Secretary ensures that all relevant information, details and documents are made
available to the Directors and Senior Management for effective decision-making at the meetings. The Company Secretary
is primarily responsible to assist and advise the Board in the conduct of affairs of the Company, to ensure compliance with
applicable statutory requirements, to provide guidance to Directors and to facilitate convening of meetings. The Company
Secretary assists the Chairman in management of the Board’s administrative activities such as meetings, schedules, agenda,
communications and documentation. The Company Secretary interfaces between the management and regulatory
authorities for governance matters. The Company’s internal guidelines for Board and Committee meetings facilitate decision-
making process at its meetings in an informed and efficient manner.
MEETINGS OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV of Companies Act, 2013 and as per Regulation 25(3) of SEBI Listing Regulations, Independent
Directors met on February 14, 2023 in order to, inter alia, review the performance of non-independent directors including
that of the Chairman, assess the effectiveness of flow of information between the Company management and the Board and
other related matters. All the Independent Directors attended the said meeting except Mr. Pratip Chaudhuri who could not
attend the meeting due to his preoccupation.
100
INFORMATION PLACED BEFORE THE BOARD

The Board has complete access to all Company related information. The Company Secretary is responsible for collation,
review and distribution of all papers submitted to the Board and Committees thereof for consideration. The Chairman of the
Board and the Company Secretary determine the agenda for every meeting along with explanatory notes in consultation with
the CEO and Managing Director ,Whole-time Director and Senior Management. Along with the agenda papers, the Directors
are presented with detailed notes including all material information as required under Part A of Schedule II of SEBI Listing
Regulations, read with 17(7) of the said regulations with regard to information being place before the Board of Directors.
These papers are circulated to the Directors well in advance for their perusal to enable them to take informed decisions at
the meeting. The Board periodically reviews compliance reports prepared by the Company regarding all laws applicable to
the Company. There has not been any instance of any non-compliance.
The Company Secretary attends all the meetings of the Board and its Committees and is, inter alia, responsible for recording
the minutes of such meetings.
CODE OF CONDUCT
The Code of Business Conduct and Ethics (‘the Code’) relating to matters concerning Board members, Senior Management
Personnel and their duties and responsibilities have been meticulously followed. All Directors and Senior Management
Personnel have affirmed their compliance with the Code for the financial year ended March 31, 2023 in terms of Regulation
26(3) of the SEBI Listing Regulations and a declaration from the CEO and Managing Director to that eﬀect is given at the
end of this report. The Code is posted on the Company’s website and can be accessed at http://www.spencersretail.com/
investor.
COMMITTEES OF THE BOARD

The Board Committees play a vital role in strengthening the Corporate Governance practices and focus effectively on the
issues and ensure expedient resolution of diverse matters. The Board Committees are set up under formal approval of the
Board to carry out clearly defined roles as a part of good governance practice. The Board supervises the execution of its
responsibilities by the Committees and is responsible for their actions. The minutes of the proceedings of the meetings of all
Committees are placed before the Board for its review and noting purposes.
The Board is responsible for assigning and fixing terms of service of committee members. The Chairman of the Board, in
consultation with the Committee Chairperson, determines the frequency and duration of the Committee meetings. The
Company’s guidelines relating to the Board meetings are applicable to the Committee meetings. The composition and terms
of reference of all the Committees are in compliance with the Companies Act, 2013 and the SEBI Listing Regulations, as
applicable. Each Committee has the authority to engage outside experts, advisors and counsels to the extent it considers
appropriate to assist in its functioning. The recommendations of the Committees are submitted to the Board for approval.
During the year, all recommendations of the Committees were approved by the Board. The quorum for meetings is as
pescribed under Companies Act, 2013 and SEBI Listing Regulations and the Articles of Association of the Company.
The Board has five committees namely:
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
4. Corporate Social Responsibility Committee, and
5. Risk Management Committee
The terms of reference of the Board Committees are governed by relevant law & regulations and / or determined by the
Board from time to time.
1. AUDIT COMMITTEE
The primary objective of the Committee is to assist the Board with oversight of:
a)
The accuracy, integrity and transparency of the Company’s financial statements with adequate and timely
disclosures.
b) Compliance with legal and regulatory requirements.
c) The Company’s Independent Auditors’ qualifications and independence.
101
d) The performance of the Company’s Independent Auditors and internal auditors.

e) Acquisitions and investments made by the Company.
(i) Composition :
As on March 31, 2023, Audit Committee comprises:
SL.No. Name of the Director Category Member/ Chairman

1. Mr. Utsav Parekh Non- Executive Independent Director Chairman
2. Mr. Pratip Chaudhuri Non- Executive Independent Director Member
3. Mr. Shashwat Goenka Non-Executive Director Member
4. Mr. Debanjan Mandal Non-Executive Independent Director Member
All members of the Audit Committee have accounting and financial management expertise.
(ii) Meetings:
The Committee met four times during the year on May 12, 2022, August 11, 2022, November 14, 2022 and February 14,
2023. The attendance record of the Members at the Meeting is given below in Table 3.
Table 3: Attendance Record of Audit Committee
Name of Members Status Category No. of Meetings

Held Attended
Mr. Utsav Parekh Chairman Non-Executive Independent Director 4 4
Mr. Shahshwat Goenka Member Non-Executive Director 4 4
Mr. Pratip Chaudhuri Member Non-Executive Independent Director 4 3
Mr. Debanjan Mandal Member Non-Executive Independent Director 4 3
The Chief Financial Officer and representatives of the Statutory Auditors and Internal Auditors are invited by the Audit
Committee at its meetings. The Auditors are heard at the meetings of the Audit Committee when it considers the
financial results of the Company and Auditors’ views thereon. The Company Secretary acts as the Secretary to the
Committee.
(iii) Terms of reference
The functions of the Audit Committee of the Company include the following:
(a) Oversight the Company’s financial reporting process and the disclosure of its financial information to ensure that
the financial statement is correct, sufficient and credible;
(b) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of
the statutory auditors and the fixation of audit fees;
(c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
(d) Reviewing, with the management, the annual financial statements before submission to the Board for approval,
with particular reference to:
(i) Matters required to be included in the Director’s Responsibility Statement to be included in the board of
directors report in terms of clause (c) of sub Section 3 of Section 134 of the Companies Act, 2013;
(ii) Changes, if any, in accounting policies and practices and reasons for the same;
(iii) Major accounting entries involving estimates based on the exercise of judgment by the management of the
Company;
(iv) Significant adjustments made in the financial statements arising out of audit findings;
(v) Compliance with SEBI listing and other legal requirements relating to financial statements;
(vi) Disclosure of any related party transactions; and
(vii) Qualifications in the draft audit report, if any.
(e) Reviewing, with the management, the quarterly and any other partial year period financial statements before
submission to the board of directors for their approval;
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(f) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer
document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of
proceeds of a public or rights issue, and making appropriate recommendations to our board of directors to take up
steps in this matter;
(g) Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
(h) Approving or subsequently modifying transactions of the Company with related parties;
(i) Scrutinising inter-corporate loans and investments;
(j) Providing valuation of undertakings or assets of the Company, wherever it is necessary;
(k) Evaluating internal financial controls and risk management systems;
(l) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;
(m) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit;
(n) Discussion with internal auditors of any significant findings and follow up there on;
(o) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the
Board;
(p) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern;
(q) Look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors;
(r) Reviewing the functioning of the whistle blower mechanism;
(s) Approve the appointment of the Chief Financial Officer of the Company after assessing the qualifications, experience
and background, etc. of the candidate;
(t) Oversee the vigil mechanism established by the Company and the chairman of audit committee shall directly hear
grievances of victimisation of employees and directors, who use vigil mechanism to report genuine concerns; and
(u) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee and any other
terms of reference as may be decided by the Board of Directors of the Company or specified/provided under the
Act or by the SEBI Listing Regulations or by any other regulatory requirement.
(v) reviewing the utilisation of loans and / advances from investment by the Company in its subsidiaries for an amount
exceeding ` 100 Crores or 10% of the asset size of the subsidiary, whichever is lower, including existing loans/
advances / investments.
(w)
Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders.
(x) The Company has systems and procedures in place to ensure that the Audit Committee mandatorily reviews:
I. Management discussion and analysis of financial position and results of operations.
II. Statement of significant related party transactions. Management letters/letters of internal control weaknesses
issued by the statutory auditors.
III. Internal audit reports relating to internal control weaknesses.

IV. The appointment, removal and terms of remuneration of the chief of internal audit function.
V. Whenever applicable, monitoring end use of funds raised through public issues, rights issues, preferential
issues by major category (capital expenditure, sales and marketing, working capital, etc), as part of the quarterly
declaration of financial results.
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In addition, Audit Committee of the Board is also empowered to review the financial statements, in particular,
investments made by the unlisted subsidiary companies, in view of the requirements under Regulation 24 of
the SEBI Listing Regulations.
2. STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The objective of the Committee is to assist the Board and the Company to oversee the various aspects of interests of
Stakeholders of the Company such as:
a) Consider and resolve the security holders’ concerns or complaints
b) Monitor and review the investor service standards of the Company

c) Take steps to develop an understanding of the views of shareholders about the Company, either through direct
interaction, analysts’ briefings or survey of shareholders
d) Oversee and review the engagement and communication plan with shareholders and ensure that the views and
concerns of the shareholders are highlighted to the Board at the appropriate time and that steps are taken to
address such concerns.
(i) Composition :
As on March 31, 2023, the Stakeholders Relationship Committee comprises:

1. Dr. Sanjiv Goenka* Non-Executive Director Chairman
2. Mr. Shashwat Goenka* Non-Executive Director Member
3. Mr. Utsav Parekh Non-Executive Independent Director Member
4. Mr. Rahul Nayak Whole Time Director Member
Chairman of the Company w.e.f. May 23, 2023 and also as Chairman of Stakeholders Relationship Committee.
(ii) Meetings:
The Committee met four times on May 12, 2022, August 11, 2022, November 14, 2022 and February 14, 2023. The
attendance record of the Members at the Meeting is given below in Table 4.
Table 4: Attendance Record of Stakeholders Relationship Committee

Held Attended
Dr. Sanjiv Goenka Chairman Non-Executive Director 4 4
Mr. Shahshwat Goenka Member Non-Executive Director 4 4
Mr. Utsav Parekh Member Non-Executive Independent Director 4 4
Mr. Rahul Nayak Member Whole time Director 4 4
Details of the number and nature of complaints received and redressed during the financial year 2022-23 are given in
the section titled “Additional Shareholder Information”.
The Company has a User ID and Password in place for logging into the SEBI Complaints Redressal System –
‘SCORES’ and can view the complaints which have been lodged by the shareholders. The Company ensures
that timely redressals are made against any complaints raised by the shareholders relating to registration of share
transfers, issue of new share certificates, sub-division or consolidation of shareholdings etc.
The Chairperson of the Stakeholders Relationship Committee, Dr. Sanjiv Goenka was present at the 5th Annual
General Meeting of the Company held on July 29, 2022 to answer the queries of the shareholders.
The Company Secretary attends the Stakeholders’ Relationship Committee Meetings and acts as the Secretary to
the Committee.
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(iii) Terms of reference:

The terms of reference of the Stakeholders Relationship Committee include the following:
(a) Redressal of all security holders’ and investors’ grievances such as complaints related to transfer of shares,
including non-receipt of share certificates and review of cases for refusal of transfer/transmission of shares and
debentures, non-receipt of balance sheet, non-receipt of declared dividends, non-receipt of annual reports, etc.,
and assisting with quarterly reporting of such complaints;
(b) Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures
or any other securities;
(c) Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-materialisation
of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related
to shares, debentures and other securities from time to time; Overseeing the performance of the registrars and
transfer agents of our Company and to recommend measures for overall improvement in the quality of investor
services;
(d) Monitor implementation and compliance with the Company’s Code of Conduct for Prohibition of Insider Trading.
and
(e) Carrying out such other functions as may be specified by the Board from time to time or specified/provided under
the Act or SEBI Listing Regulations, or by any other regulatory authority.
For expediting the above processes, the Board has delegated necessary power to the Company Secretary who is also
the Compliance Officer.
3. NOMINATION AND REMUNERATION COMMITTEE

The objective of the Nomination and Remuneration Committee is to assist the Board of Directors in fulfilling its
governance and supervisory responsibilities relating to human resource management and compensation and to
ensure a fair transparent and equitable remuneration to employees and Directors based on quality of people, their
performance and capability.
(i) Composition :
As on March 31, 2023, the Nomination and Remuneration Committee comprises:
1. Mr. Utsav Parekh Non-Executive Independent Director Chairman
2. Mr. Pratip Chaudhuri Non-Executive Independent Director Member
3. Dr. Sanjiv Goenka* Non-Executive Director Member
*Dr. Sanjiv Goenka has decided to step down from the position of the Director w.e.f. May 22, 2023 (after the
close of business hours). Consequently, the Board has decided and approved the appointment of Mr. Shashwat
Goenka as the Chairman of the Company w.e.f. May 23, 2023 and also inducted as a member of Nomination and
Remuneration Committee.
Mr. Debanjan Mandal has been inducted as a member of the Committee w.e.f. May 9, 2023
The Company Secretary acts as the Secretary to the Committee
The committee met three times on August 11, 2022, February 14, 2023, and March 22, 2023. The attendance of
members is given below in Table 5:
Table 5: Attendance Record of Nomination and Remuneration Committee

Held Attended
Mr. Utsav Parekh Chairman Non-Executive Independent Director 3 3
Mr. Pratip Chaudhuri Member Non-Executive Independent Director 3 2
Dr. Sanjiv Goenka Member Non-Executive Director 3 3
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(ii) Remuneration Policy :

In accordance with the recommendation of the Committee, the Company has formulated a Remuneration Policy
for directors, key managerial personnel and other employees of the Company. The Committee is also responsible
for recommending the fixation and periodic revision of remuneration of the CEO and Managing Director/Whole-
time Director. The remuneration policy has been uploaded on the website of the Company and can be accessed
at http://www.spencersretail.com/investor.
(iii) Terms of Reference :

The role of the Nomination and Remuneration Committee includes:
(a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel
and other employees;
(b) Formulation of criteria for evaluation of performance of independent directors and the Board;
(c) Devising a policy on Board diversity;
(d) Identifying persons who are qualified to become directors of the Company and who may be appointed in
senior management in accordance with the criteria laid down, and recommend to the Board their appointment
and removal. The Company shall disclose the remuneration policy and the evaluation criteria in its annual
report;
(e) Analysing, monitoring and reviewing various human resource and compensation matters;
(f) Determining the Company’s policy on specific remuneration packages for executive directors including
pension rights and any compensation payment, and determining remuneration packages of such directors;
(g) Determining remuneration, in whatever form, payable to the senior management personnel and other staff (as
deemed necessary), which shall be market-related, usually consisting of a fixed and variable component;
(h) Reviewing and approving compensation strategy from time to time in the context of the then current Indian
market in accordance with applicable laws;
(i) Determining whether to extend or continue the term of appointment of the independent director, on the basis
of the report of performance evaluation of independent directors;
(j) Perform such functions as are required to be performed by the Compensation Committee under the Securities
and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
(k) Administering any employee stock option plan (“Plan”);
(l) Determining the eligibility of employees to participate under the Plan;
(m) Granting options to eligible employees and determining the date of grant;
(n) Determining the number of options to be granted to an employee;
(o) Determining the exercise price under the Plan;
(p) Construing and interpreting the Plan and any agreements defining the rights and obligations of the Company
and eligible employees under the Plan, and prescribing, amending and/or rescinding rules and regulations
relating to the administration of the Plan;
(q) Framing suitable policies, procedures and systems to ensure that there is no violation of securities laws, as
amended from time to time, including:
a. the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended;
and
b. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating
to the Securities Market) Regulations, 2003, as amended.
(r) Performing such other activities as may be delegated by the Board of Directors and/or are statutorily prescribed
under any law to be attended to by the Nomination and Remuneration Committee.
(s) Performance Evaluation of the Board, its Committees and Individual Directors :
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One of the key functions of the Board is to monitor and review the Board evaluation framework. The Board works
with the nomination and remuneration committee to lay down the evaluation criteria for the performance of
the Chairman, the Board, Board committees, and executive / non-executive /independent directors through peer
evaluation, excluding the director being evaluated.
Independent Directors have three key roles–governance, control and guidance. Some of the performance
indicators, based on which the independent directors are evaluated, includes:
The ability to contribute to and monitor our corporate governance practices.
The ability to contribute by introducing international best practices to address business challenges and risks.
Active participation in long-term strategic planning.
Commitment to the fulfillment of a director’s obligations and fiduciary responsibilities; these include
participation in Board and committee meetings.
To improve the effectiveness of the Board and its committees, as well as that of each individual director, a formal
and rigorous Board review is internally undertaken on an annual basis. The evaluation process focussed on Board
dynamics and softer aspects. The process involved independent discussions with all Board members. Further,
the evaluation process was based on the affirmation received from the Independent Directors that they met the
independence criteria as required under the Act and the SEBI Listing Regulations.
The performance evaluation criteria for Non-Executive including Independent Directors laid down by the Committee
and taken on record by the Board include:
Attendance and participation in the Meetings.
Preparedness for the Meetings.
Understanding of the Company and the external environment in which it operates and contributes to strategic
direction.
Raising of valid concerns to the Board and constructive contribution to issues and active participation at
meetings.
Engaging with and challenging the management team without being confrontational or obstructionist.
4. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The philosophy of our CSR Policy is as under:
a) To define CSR projects or programmes which Company plans to undertake and which fall within the purview of
the Companies Act 2013 (“the Act”) and Rules made thereunder as amended from time to time;
b) Modalities of execution of such CSR projects or programmes;

c) Monitoring process of such CSR projects or programmes;
(i) Composition :
As on March 31, 2023, the Corporate Social Responsibility Committee comprises:
1. Dr. Sanjiv Goenka* Non-Executive Director Chairman
2. Mr. Shashwat Goenka Non-Executive Director Member
Chairman of the Company w.e.f. May 23, 2023 and also as Chairman of CSR Committee
Mr. Anuj Singh has been inducted as a member of the Committee w.e.f. May 22, 2023.
The Company Secretary acts as the Secretary to the Committee
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(ii) Meetings :
The Committee met one time on May 12, 2022.
The attendance of members is given below in Table 6:-
Table 6: Attendance Record of Corporate Social Responsibility Committee

Held Attended
Dr. Sanjiv Goenka Chairman Non-Executive Director 1 1
Mr. Shashwat Goenka Member Non-Executive Director 1 1
(iii) Terms of reference :

The terms of reference of the Corporate Social Responsibility Committee are as follows:
(a) To formulate and recommend to the board, a corporate social responsibility policy which shall indicate the
activities to be under-taken by the Company as specified in Schedule VII of the Companies Act and the rules
made thereunder and make any revisions therein as and when decided by the Board;
(b) To identify corporate social responsibility policy partners and corporate social responsibility policy programmes;
(c) To recommend the amount of expenditure to be incurred for the corporate social responsibility activities and the
distribution of the same to various corporate social responsibility programmes undertaken by the Company;
(d) To delegate responsibilities to the corporate social responsibility team and supervise proper execution of all
delegated responsibilities;
(e) To review and monitor the implementation of corporate social responsibility programmes and issuing necessary
directions as required for proper implementation and timely completion of corporate social responsibility
programmes; and
(f) To perform such other duties and functions as the Board may require the Corporate Social Responsibility Committee
to undertake to promote the corporate social responsibility activities of the Company and exercise such other
powers as may be conferred upon the CSR Committee in terms of the provisions of Section 135 of the Companies
Act, 2013.”
The CSR Policy is available on our website and can be accessed at: http://www.spencersretail.com/investor
5. RISK MANAGEMENT COMMITTEE

The Objective of Risk Management Committee is as under:
a) make a comprehensive review of the Company’s significant activities in order to define the risks flowing from such
activities,
b) prioritise not more than ten risks for focussed approach thereon,
c) embed a risk management culture across the Company,
d) revise risk management policies appropriately from time to time, and
e) keep the Board of Directors / Shareholders appropriately informed of the risk management initiatives and status
thereof.
(i) Composition :
As on March 31, 2023, the Risk Management Committee comprises:

1. Mr. Shashwat Goenka Non-Executive Director Chairman
3. Mr. Rahul Nayak Whole-time Director Member
The Company Secretary acts as the Secretary to the Committee.
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(ii) Meetings :
The Committee met twice during the financial year on September 26, 2022 and February 14, 2023
The attendance of members is given below in Table 7:-
Table 7: Attendance Record of Risk Management Committee

Held Attended
Mr. Shashwat Goenka Chairman Non-Executive Director 2 2
Mr. Devendra Chawla* Member CEO & Managing Director 2 1
Mr. Rahul Nayak Member Whole-time Director 2 2
*Mr. Devendra Chawla resigned from the position of CEO & Managing Director of the Company and also as Director
of the Company with effect from January 20, 2023 and consequently also ceased to be a member from the Risk
Management Committee of the Board.
(iii) Terms of reference :

The terms of reference of the Risk Management Committee are as follows:
1. To formulate a detailed risk management policy which shall include:
a) A framework for identification of internal and external risks specifically faced the listed entity, in particular
including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber
security risks or any other risk as may be determined by the Committee.
b) Measures for risk mitigation including systems and processes for internal control of identified risks.
c) Business continuity plan.
2. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the Company;
3. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk
management systems;
4. To periodically review the risk management policy, at least once in two years, including by considering the changing
industry dynamics and evolving complexity;
5. To keep the board of directors informed about the nature and content of its discussions, recommendations and
actions to be taken;
6. The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by
the Risk Management Committee.
Committee Recommendation
There were no instances of any recommendation by the Committees that was not accepted by the Board.
REMUNERATION OF DIRECTORS
The details of remuneration and sitting fees paid to the Directors are given below:-
a) Non-Executive Directors for the year ended March 31, 2023:

Details of Sitting Fees paid to Non-Executive Directors during the Financial Year 2022-23 for the
Board and Committee meetings are as follows: Dr. Sanjiv Goenka, Chairman – ` 9.00 Lakhs,
Mr. Shashwat Goenka – ` 10.50 Lakhs, Mr. Utsav Parekh – ` 12.50 Lakhs, Mr. Pratip Chaudhuri –
` 6.50 Lakhs, Ms. Rekha Sethi – ` 5.50. Lakhs and Mr. Debanjan Mandal – ` 6.00 Lakhs.
Apart from sitting fees, no other payments have been made to the Non-Executive Directors during the year.
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b) Executive Directors:
Payment of remuneration to the CEO and Managing Director and Whole-time Director are pursuant to the letters
issued as per the terms of employment by the Company and as approved by Board and Shareholders’ respectively.
The remuneration structure comprises of salary, variable pay, perquisites and allowances and retirement benefits in the
forms of superannuation and gratuity.
Mr. Devendra Chawla, former CEO and Managing Director of the Company was paid salary and other benefits of
` 835.05 Lakhs till the cessation of his tenure i.e. January 20, 2023, Further, Mr. Anuj Singh who was appointed as CEO
and Managing Director of the Company w.e.f March 22, 2023 was paid salary and other benefits of ` 44.45 Lakhs.
Mr. Rahul Nayak, Whole-time Director of the Company was paid salary and other benefits of ` 190.02 Lakhs during the
financial year ended March 31, 2023.
Equity shares held by Non-Executive Directors as on March 31, 2023:

Name No of equity shares held
Dr. Sanjiv Goenka 91,659
Mr. Shashwat Goenka 75,756
As on March 31, 2023, no convertible instruments of the Company were outstanding.
SUBSIDIARY COMPANIES
As on March 31, 2023, Spencer’s Retail Limited had two subsidiaries, Omnipresent Retail India Private Limited (ORIPL) and
Natures Basket Limited (NBL). The Company is having one material subsidiary in the current financial year i.e., NBL.
The details of material Subsidiary of the Company are given below:
Name of the Subsidiary: Natures Basket Limited
Date of Incorporation: May 29, 2008
Place of Incorporation: Mumbai, Maharashtra
Name of the Statutory Auditor: S.R. Batliboi & Co. LLP
Date of appointment of the Statutory Auditor: August 16, 2021
Further, in terms of the provisions of Regulation 24(1) of the SEBI Listing Regulations, appointment of one of the Independent
Directors of the Company on the Board of material subsidiaries is not applicable to NBL.
The Company’s policy for determining material subsidiary is given at: http://www.spencersretail.com/investor.
MANAGEMENT DISCUSSION AND ANALYSIS

This Annual Report has a detailed chapter on Management Discussion and Analysis as Annexure-A to the Board’s Report.
DISCLOSURES BY MANAGEMENT TO THE BOARD

All disclosures relating to financial and commercial transactions where Directors may have a potential interest are provided to
the Board and the interested Directors neither participated in the discussion nor do they voted on such matters.
DISCLOSURE OF ACCOUNTING CONVENTION IN PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared in compliance with all material aspects of the applicable accounting principles
in India, including accounting standards notified under Section 133 of the Act, and other relevant provisions of the Act.
Fees Payable to the Statutory Auditor, by the Company and its Subsidiaries
Auditor / Firm Name Company Name Services rendered Amount
(` in Lakhs)
S. R. Batliboi & Co. LLP and Network Firms Spencer’s Retail Limited Audit Fees and related services. 124.94
S. R. Batliboi & Co. LLP and Network Firms Natures Basket Limited Audit Fees and related services 13.98
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CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

The Company has in place a code – “Code of Conduct to Regulate, Monitor and Report Trading by Insiders” in compliance
with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘SEBI PIT Regulations’).
The code lays down guidelines, which advises the insiders on procedures to be followed and disclosures to be made, while
dealing with the Company’s securities. The code clearly specifies, among other matters, that “Designated Persons” including
Directors of the Company can trade in the Company’s securities only when the ‘Trading Window’ is open. The trading window
is closed during the time of declaration of financial results, dividend and other important events as mentioned in the Code.
Apart from the above, the Company also has in place a “Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information” in terms of the aforesaid regulations. The Company Secretary is the Compliance
Oﬃcer who also heads the Investor Relation Functions. The above two codes are posted on the Company’s website
The Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while
dealing with the securities of the Company. The Code clearly specifies, among other matters, that Directors and Designated
Persons of the Company, as defined in the Code, can trade in the securities of the Company only during ‘Trading Window
Open Period’. The trading window is closed during the time of declaration of results and other material events as per the
Code. The intimation of the closure of Trading Window, as per the SEBI Listing Regulations on SEBI PIT Regulations, is given
to the Stock Exchanges before the end of every quarter with effect from the 1st day of the month immediately succeeding
the end of every quarter till 48 hours after the declaration of financial results of the Company to the Stock Exchanges. The
same is intimated to the Designated Persons through the aforesaid portal as well. The Codes are posted on the website of
the Company and can be accessed at the http://www.spencersretail.com/investor. Under this Insider Trading Compliance
Tool, all its Designated Employees (who are deemed to be Insiders having access to “UPSI” i.e. Unpublished Price Sensitive
Information) have declared their personal information along with Initial holding as required under the aforesaid Regulations.
STRUCTURED DIGITAL DATABASE FOR PREVENTION OF INSIDER TRADING PRACTICE

In accordance with the SEBI PIT Regulations, as amended, the Company has in place a secure Inside Trading Compliance
Tool (maintained in house) and also a structured digital database wherein details of persons with whom UPSI is shared for,
on need to know basis and for legitimate business purposes is maintained with time stamping and audit trails to ensure non-
tampering of the database.
CREDIT RATINGS
The Company has obtained credit rating during the financial year 2022-23 from CARE Ratings Limited as specifically required
by the lender banks. The rating obtained is BBB and the outlook is negative.
OUTSTANDING GDRS/ ADRS/ WARRANTS OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND LIKELY
IMPACT ON EQUITY
There are no GDR/ ADR/ Warrants or any Convertible Instruments pending conversion or any other instruments likely to
impact the equity share capital of the Company.
COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

The Company does not deal in commodities and does not have any foreign currency exposure.
DETAILS OF UTILISATION OF FUNDS

The Company does not have any unutilised fund for reporting in terms of Regulation 32(7A) of SEBI Listing Regulations.
RELATED PARTY TRANSACTIONS

Details of transactions of material nature with any of the related parties as specified in Indian Accounting Standard (IND AS–
24) issued by the Institute of Chartered Accountants of India are disclosed in Note 36 to the financial statements for the year
2022-23. There has been no material transaction with any of the related parties which may have potential conflict with the
interests of the Company. There have been no material pecuniary relationships or transactions between the Company and
its Non-Executive Directors during the year. The Company’s policy on dealing with Related Party Transactions is available and
can be accessed at http://www.spencersretail.com/investor.
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LOANS AND ADVANCES

During the year under review, the Company and its subsidiaries has not given any loans and advances to firms / companies
in which Directors of the Company are interested.
ESTABLISHMENT OF VIGIL / WHISTLE BLOWER MECHANISM

As required under the Act and SEBI Listing Regulations, the Company has formulated a Vigil Mechanism / Whistle Blower
Policy for its Directors and permanent employees. Under the Policy, instances of any irregularity, unethical practice and
/ or misconduct can be reported to the management for appropriate action. No such case has been reported during
the year and accordingly, the question of denying any personnel due access to Audit Committee did not arise. The
Whistle Blower Policy / Vigil Mechanism Policy adopted by the Company is available on the website of the Company at
ANTI SEXUAL HARASSMENT POLICY

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of
Women at the Work-place (Prevention, Prohibition & Redressal) Act, 2013 covering all employees of the Company. Further,
the Company has set up an Internal Complaint Committee in compliance with Sexual Harassment of Women and Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder.
Disclosure in relation to the Sexual Harassment of Women at Workplace
Particulars No. of complaints
Number of complaints pending at the beginning of the financial year NIL
Number of complaints filed during the financial year 6 (Six)
Number of complaints disposed off during the financial year 6 (Six)
Number of complaints pending as on end of the financial year NIL
CEO/CFO CERTIFICATION
Certification by CEO and Managing Director (MD) and the Chief Financial Officer (CFO) of the Company on financial reporting
and internal controls has been submitted to the Board of Directors in terms of Regulation 17(8) of the SEBI Listing Regulations.
They also give quarterly certification on financial results while placing the financial results before the Board in terms of
Regulation 33(2) of the SEBI Listing Regulations.
COMMUNICATION TO SHAREHOLDERS
The Company puts forth key information about the Company and its performance, including quarterly results, official news
releases and presentations to Analysts, on its website http://www.spencersretail.com/investor regularly for the benefit of its
shareholders and the public at large.
During the year, the Company’s quarterly / annual results have been published in English and Bengali newspapers i.e. Business
Standards / Financial Express and Aajkaal respectively and also posted on its website. Hence, they are not separately sent to
the Shareholders. However, the Company furnishes the quarterly results on receipt of a request from any Shareholder.
The Company supports the ‘Green Initiative’ undertaken by the MCA, enabling electronic delivery of documents including
Annual Report etc. to shareholders at their e-mail address already registered with the Depository Participants (“DPs”) and
Registrar and Transfer Agents (“RTA”). Additionally, the Company conducts various meetings by means of electronic mode to
the extent possible 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.
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GENERAL BODY MEETINGS

The 6th Annual General Meeting of the Company will be held on Friday, the August 4, 2023, 2023 at 3:00 P.M. IST via video
conferencing and other audio visual means.
The date, time and venue of the last three annual general meetings are given below.
Financial Date Time Venue Special Details of the Special Resolution

year Resolutions
Passed
2021-22 July 29, 12-30 P.M. Video Conferencing Two 1. R
e-appointment of Mr. Devendra Chawla
2022 (“VC”) / Other Audio as the Chief Executive Officer and
Visual Means (“OAVM”)’ Managing Director of the Company.
2. Re-appointment of Mr. Rahul Nayak as a
Whole-time Director of the Company.
2020-21 August 18, 12-30 P.M Video Conferencing One Creation of Charge/Security on movable and
2021 (“VC”) / Other Audio immovable properties of the Company.
Visual Means (“OAVM”)’
2019-20 August 3, 12-30 P.M Video Conferencing Nil NIL
2020 (“VC”) / Other Audio
Visual Means (“OAVM”)
No resolution is proposed to be passed through postal ballot as on the date of this report.
There was no Extra-Ordinary General Meeting held during the financial year 2022-23.
Two special resolutions were passed through Postal Ballot on May 12, 2023 regarding appoinment of Mr. Anuj Singh as (a)
Director (b) CEO and Managing Director of the Company. Both the resolutions were approved with overwhelming majority
of 99.99% and 98.53% respectively.
Mr. Pankaj Kumar, Company Secretary was appointed as scrutinizer for the above Postal Ballot excercise and the Company
has availed NSDL platform for e-Voting services in connection with the above.
NON-MANDATORY REQUIREMENTS
The details of compliance of the non-mandatory requirements are listed below.
SHAREHOLDERs RIGHTS
Details of the Shareholders rights in this regard are given in the section ‘Communication to Shareholders’.
AUDIT QUALIFICATIONS
During the financial year 2022-23, there was no audit qualification in the financial statements of the Company. The Company
continues to adopt appropriate best practices in order to ensure unqualified financial statements.
COMPLIANCE
No penalty has been imposed by any stock exchange, SEBI nor has there been any instance of non-compliance with any
legal requirements, or on matters relating to the capital market.
DISCRETIONARY REQUIREMENTS
The details of compliance of the non-mandatory / discretionary requirements are listed below:
a) The Statutory Auditors have issued an unmodified audit opinion on the financial statements of the Company for the year
ended March 31, 2023.
b) Separate posts of Chairperson and the CEO and Managing Director are in place.
113
c) The Internal Auditor directly reports to the Audit Committee for functional matters and presents the internal audit report
to the Audit Committee.
d) Details of shareholders’ rights in this regards are given in the section ‘Communication to Shareholders.
OTHER DISCLOSURES
1. Disclosures on Compliance of Law

The Company has complied with the mandatory requirements of the Stock Exchanges, SEBI and other statutory
authorities on all matters related to capital markets since its listing. During the said period no penalties or strictures were
imposed by SEBI, Stock Exchanges, or any statutory authorities on any matter related to capital markets.
2. Policy for determining ‘material’ subsidiaries

The Company has adopted a Policy on Material Subsidiary in line with the requirements of the SEBI Listing
Regulations. The objective of this Policy is to lay down criteria for identification and dealing with material
subsidiaries. The policy on Material Subsidiary is available on the website of the Company at the following link:
3. Annual Secretarial Compliance Report

The Company has undertaken an Annual Secretarial Compliance Audit for the financial year 2022-23 for all applicable
compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. Accordingly, the Annual Secretarial
Compliance Report for the financial year ended March 31, 2023 has been submitted to the Stock Exchanges within the
prescribed timeline.
4. Directors and Officers Insurance (‘D & O Insurance’)

The Company has in place D&O Insurance Policy for all its Independent Directors/Directors/KMP of such quantum and
covering all such risks as may be determined by the Board of Directors of the Company from time to time.
5. Anti-Bribery Policy
The Company has formulated an Anti-Bribery Policy which explains the Company’s individual responsibility to comply
with anti-bribery and anti-corruption laws around the world and to ensure that any third parties that the Company
engages to act on its behalf, do the same. The policy is posted on the Company’s website and can be accessed at:
COnFIRMATION
1. The Company has obtained a Certificate from the Secretarial Auditor regarding compliance of conditions of corporate
governance, as mandated in Regulation 27 of the Listing Regulations. The certificate is annexed to this report.
2. The Company has complied with the requirements prescribed under Regulations 17 to 27 and 34(3) read with Schedule
V of the SEBI Listing Regulations.
3. To the best of its knowledge, the Company has complied with all requirements of the Regulatory Authorities. No
penalties/strictures were imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority on any matter
related to capital markets from the date of listing.
On behalf of the Board of Directors
Dr. Sanjiv Goenka

Chairman
Kolkata, May 22, 2023 (DIN - 00074796)
114
CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

for the financial year ended March 31, 2023
TO THE MEMBERS OF
SPENCER’S RETAIL LIMITED
CIN: L74999WB2017PLC219355
1. We have examined the compliance of conditions of corporate governance by Spencer’s Retail Limited for the year
ended March 31, 2023 as stipulated in Regulation 17 to 27 and 34(3) read with Schedule–V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended (‘Listing Regulation’).
2. The compliance of conditions of corporate governance is the responsibility of the Company’s management. Our
examination was carried out in accordance with the Guidance Note on Corporate Governance Certificate issued by
the Institute of Company Secretaries of India and was limited to procedures and implementation thereof, adopted by
the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an
expression of opinion on the financial statements of the Company.
3. In our opinion and to the best of our information and according to the explanations given to us and based on the Audit
conducted by us physically and also by way of electronic mode, we certify that the Company has complied with the
conditions of Corporate Governance as stipulated in the above mentioned Listing Regulations to the extent applicable
to it.
4. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency
or effectiveness with which the management has conducted the affairs of the Company.
(S. M. Gupta)
Proprietor
S. M. GUPTA & CO.
Company Secretaries
Firm Registration No.: S1993WB816800
Membership No: FCS – 896
CP No.: 2053
Place: Kolkata Peer Review No: 2464/2022
Date: May 22, 2023 UDIN: F000896E000346329
CERTIFICATION FROM THE CEO and MANAGING DIRECTOR AND THE CFO
In terms of Regulation 17(8) read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, we hereby certify as under:
A. We have reviewed financial statements and the cash flow statement for the year ended March 31, 2023 and that to the
best of our knowledge and belief:
i. these statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
ii. these statements together present a true and fair view of the listed entity‘s affairs and are in compliance with
existing accounting standards, applicable laws and regulations.
B. There are, to the best of our knowledge and belief, no transactions entered into by Company during the year which are
fraudulent, illegal or violative of the Company’s code of conduct.
C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have
evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting. We have
disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if
any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
D. The Company have indicated to the Auditors and the Audit Committee:
(1) significant changes in internal control over financial reporting during the year, if any;
(2) significant changes in accounting policies during the year and that the same have been disclosed in the notes to
the financial statements; and, if any;
(3) instances of significant fraud of which the Company have become aware and the involvement therein, if any, of
the management or an employee having a significant role in the Company’s internal control system over financial
reporting, if any;
Anuj Singh Neelesh Bothra
Kolkata, May 22, 2023 CEO and Managing Director Chief Financial Officer
115
Additional Shareholders Information
(Annexure ‘C’ to Board’s Report)
ANNUAL GENERAL MEETING
Day & Date : Friday, August 4, 2023
Time : 3.00 P.M. IST
Venue : Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”)
FINANCIAL CALENDAR : April 1 to March 31
For the financial year ended March 31, 2023 results were announced on:
Period First Quarter Second Quarter Third Quarter Fourth Quarter and
Annual results
Date August 11, 2022 November 14, 2022 February 14, 2023 May 22, 2023
For the financial year ended March 31, 2024, results will be announced by:
Period First Quarter Second Quarter Third Quarter Fourth Quarter and
Annual results
Date on or before on or before on or before on or before
August 14, 2023* November 14, 2023* February 14, 2024* May 30, 2024*
*The above details are subject to any statutory extension, if any, allowed in future.
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.
LISTING
Equity shares of the Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).
STOCK CODE DETAILS
Stock Exchange Address Stock Code

National Stock Exchange of India Bandra Kurla Complex, Bandra (E), Mumbai – 400 051 SPENCERS
Limited
BSE Limited Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai – 400 001 542337
ISIN No. INE020801028

All the Listing and Custodial fees have been paid to the Stock Exchanges and Depositories upto the financial year 2023-24.
116
Additional Shareholders Information (Contd.)
STOCK DATA AND PERFORMANCE

Table 1 below gives the monthly high and low prices of the Company’s equity shares at the BSE and NSE for the year 2022-23.
Table 1: High and Low Prices at the BSE and NSE for the Financial Year 2022-23:-
(in `)
Month BSE Limited National Stock Exchange
(BSE) of India Limited
(NSE)
High Low High Low
April, 2022 98.50 80.95 98.30 80.40
May, 2022 88.00 70.50 88.10 70.50
June, 2022 79.50 62.40 79.55 62.20
July, 2022 75.75 68.70 75.85 68.60
August, 2022 81.05 70.50 80.80 71.10
September, 2022 83.95 73.15 84.00 73.20
October, 2022 81.10 70.75 81.10 72.00
November, 2022 79.50 67.55 75.45 67.75
December, 2022 72.70 61.55 72.70 62.50
January, 2023 77.10 63.00 76.95 63.00
February, 2023 71.00 59.10 69.90 59.15
March, 2023 62.50 51.52 62.65 51.45
Table 2 provides the closing price of the Company’s equity shares on NSE with leading market and sector indices at the last
trading day for each month during the financial year 2022-23:
Table 2: Performance in Comparison to NSE Nifty, BSE Sensex, and BSE 500 Index for the Financial Year 2022-23:-
As on close of last trading SRL’s Closing SRL’s Closing NSE Nifty BSE Sensex BSE 500 Index
day for each Month Price on NSE (`) Price on BSE (`)
April, 2022 87.70 87.50 17,102.55 57,060.87 23,551.65
May, 2022 75.20 75.25 16,584.55 55,566.41 22,497.64
June, 2022 69.50 69.50 15,780.25 53,018.94 21,324.54
July, 2022 71.40 71.70 17,158.25 57,570.25 23,359.64
August, 2022 79.15 79.15 17,759.30 59,537.07 24,437.22
September, 2022 76.95 76.95 17,094.35 57,426.92 23,642.46
October, 2022 72.95 72.90 18,012.20 60,746.59 24,589.55
November, 2022 69.30 69.35 18,758.35 63,099.65 25,406.76
December, 2022 65.20 65.20 18,105.30 60,840.74 24,605.78
January, 2023 68.40 68.55 17,662.15 59,549.90 23,778.46
February, 2023 59.75 59.80 17,303.95 58,962.12 23,084.79
March, 2023 51.80 51.73 17,359.75 58,991.52 23,160.01
117
SHARE TRANSFER ARRANGEMENT, INVESTOR GRIEVANCES & CONTACT INFORMATION
The Company processes share transfers through its Registrar and Share Transfer Agent, whose details are given below:
Name Link Intime India Private Limited
Address C 101, 1st Floor, 247 Park, L B S Marg, Vikhroli West, Mumbai-400083
Telephone No. +918108116767
E-mail rnt.helpdesk@linkintime.co.in
Website www.linkintime.co.in
Investors correspondence and /or grievances, if any, may be sent to the Company’s Registrar and Share Transfer Agent at the
above address or at the Secretarial Department of Company’s Registered /Corporate Office, address of which are given
below:
Name Spencer’s Retail Limited
Registered Office Address Duncan House, 31, Netaji Subhas Road, Kolkata -700001
Corporate Office Address RPSG House, 3rd Floor, 2/4, Judges Court Road, Kolkata – 700027
Telephone No. 033-24871901/66257600
E-mail spencers.secretarial@rpsg.in
Website www.spencersretail.com
Mr. Vikash Kumar Agarwal, Company Secretary is also the Compliance officer and entrusted with overseeing the redressal of
shareholder grievances.
In compliance with the SEBI circular dated December 27, 2002, which mandated that share registry to be maintained in both
physical and electronic modes at a single point, the Company has established direct connections with the two depositories
- National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) - through its
Registrar and Share Transfer Agent.
The Company’s equity shares fall under compulsory dematerialised trading. Shares held in the dematerialised form are
electronically traded in the equity platform of Stock Exchanges. The Registrar and Share Transfer Agent of the Company
periodically receive data regarding beneficiary holdings, so as to update their records and send corporate communications,
among others. Equity shares of the company are available for dematerialisation. Address of both the depositories are given
below:
S. No. Name of the Depository Address
1. National Securities Depository Limited (NSDL) Trade World, A wing, 4th Floor, Kamala Mills Compound,
Lower Parel, Mumbai – 400013
2. Central Depository Services (India) Limited (CDSL) Marathon Futurex, A-Wing, 25th floor, NM Joshi Marg,
Lower Parel, Mumbai -400013
Number of Shareholders and Shares held in Physical and Dematerialised form as on March 31, 2023.
Nature of holding Holders Percentage Shares Percentage
DEMAT 57,420 93.05 8,94,17,143 99.21
Physical 4,286 6.95 7,14,866 0.79
Total 61,706 100 9,01,32,009 100
There is no subsisting court order or legal proceedings against the Company in any share transfer/transmission matter.
118
Table 3 gives details of the number and nature of complaints for the year 2022-23:
Table 3: Complaints from Shareholders during 2022-23
Particulars Complaints
Non receipts of Non-Receipt of Regarding

Equity shares Dividend Untilised RE’s
(Demat & Reports / Non
Others Total
Physical) Receipt
of Demat
Credit
Opening Balance NIL NIL NIL NIL NIL
Received during the year 9 - - 5 14
Resolved during the year 9 - - 5 14
Pending as on 31 March, 2023 NIL NIL NIL NIL NIL
SHAREHOLDING PATTERN
Tables 4 and 5 mentioned hereunder, report the pattern of shareholding by ownership and shareholding class respectively.
Table 4: Pattern of Shareholding by Ownership as on March 31, 2023:
Sl. No. Category As on March 31, 2023
Number of Shares Percentage
1 Promoters / Promoter’s Group 5,30,08,514 58.81
2 Institutional investors
A) Mutual Funds 3,41,671 0.38
B) Banks, Financial Institutions, NBFC and Insurance Companies 18,04,152 2.00
C) Institutions (Foreign) 75,31,832 8.36
3 Others
A) Bodies Corporate 38,67,853 4.29
B) Indian Public 2,03,34,622 22.56
C) NRI’s 9,53,386 1.06
D) Others 22,89,979 2.54
Total 9,01,32,009 100.00
119
Table 5: Pattern of Shareholding by Share Class as on March 31, 2023:
Shareholding Class Number of % of Total Number of Shares Shareholding %

Shareholders Shareholders held
1 to 500 55183 89.43 4923759 5.46
501 to 1000 3167 5.13 2508626 2.78
1001 to 2000 1609 2.61 2424068 2.69
2001 to 3000 571 0.93 1472969 1.63
3001 to 4000 253 0.41 907855 1.01
4001 to 5000 253 0.41 1204219 1.34
5001 to 10000 360 0.58 2628647 2.92
10001 and above 310 0.50 74061866 82.17
TOTAL 61706 100.00 90132009 100.00
Store Locations
The Company was operating 151 stores till March 31, 2023. The location of these stores can be checked at the website of
the Company www.spencersretail.com
Transfer of Unclaimed Dividend and Shares to Investor Education and Protection Fund (IEPF)
The Company was incorporated on February 8, 2017. Since the Company has not yet completed 7 years of its incorporation,
IEPF provisions are not applicable to the Company.
Unclaimed Shares
In terms of the SEBI Listing Regulations, 2015, the Company opened separate Unclaimed Suspense Account wherein 78,066
equity shares are credited. These shares may be claimed back by the concerned shareholders on compliance of necessary
formalities. It may also be noted that all the corporate benefits accruing to these shares shall also be credited to the said
“Unclaimed Suspense Account” and the voting rights of these shares shall remain frozen until the rightful owner claims the
shares.
The status of equity shares lying in the Company’s Unclaimed Suspense Account is given below:
Sl. No. Particulars No. of No. of equity

shareholders shares held
1 Aggregate number of shareholders and the outstanding shares in the 132 78,066
suspense account lying at the beginning of the year
2. No of shareholders who approached the Company for transfer of shares - -
from the suspense account during the year
3. No of shareholders to whom shares were transferred from the suspense - -
account during the year
4. Aggregate number of shareholders and the outstanding shares lying in the 132 78,066
suspense account at the end of the year
120
CERIFICATE FROM PRACTICING COMPANY SECRETARY ON NON-DISQUALIFICATION OF DIRECTORS
A certificate from practicing Company Secretary that none of the Directors on the Board of the Company have been
debarred or disqualified from being appointed or continuing as Directors of Companies by the Board/Ministry of Corporate
Affairs or any such Statutory Authority is annexed as “ANNEXURE 1”.
For and on behalf of the Board of Directors
Dr. Sanjiv Goenka

Chairman
Kolkata, May 22, 2023 (DIN : 00074796)
DECLARATION
As required under the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is
confirmed that all Directors and Senior Management Officers have affirmed compliance of the Code of Business Conduct
and Ethics for the financial year 2022-23.
Anuj Singh
Kolkata, May 22, 2023 (DIN: 09547776)
121
ANNEXURE- 1
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015)as amended.
To,
The Members
SPENCER’S RETAIL LIMITED
Duncan House,
Kolkata, WB 700001
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of SPENCER’S
RETAIL LIMITED having CIN: L74999WB2017PLC219355 and having registered office Duncan House, 31, Netaji Subhas
Road, Kolkata, WB 700001 (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose
of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015, as amended.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number
(DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company and
its officers (including by way of remote audit), we hereby certify that none of the Directors on the Board of the Company as
stated below for the Financial Year ending on 31st March, 2023 have been debarred or disqualified from being appointed or
continuing as Directors of companies by the Securities and Exchange Board of India and Ministry of Corporate Affairs under
the Companies Act, 2013.
Sr. No. Name of Director DIN Date of appointment

in the Company
1 SANJIV GOENKA 00074796 14/11/2018
2 SHASHWAT GOENKA 03486121 14/11/2018
3 DEBANJAN MANDAL 00469622 11/02/2019
4 PRATIP CHAUDHURI 00915201 14/11/2018
5 UTSAV PAREKH 00027642 14/11/2018
6 DEVENDRA CHAWLA (Resigned as CEO & MD w.e.f. 20.01.2023) 03586196 11/02/2019
7 ANUJ SINGH (Appointed as CEO and MD w.e.f. 22.03.2023) 09547776 22/03/2023
8 RAHUL NAYAK 06491536 14/11/2018
9 REKHA SETHI 06809515 14/11/2018
Ensuring the eligibility of the directors for appointment / continuity of every Director on the Board is the responsibility
of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This
certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which
the management has conducted the affairs of the Company.
(S. M. Gupta)
Proprietor
S. M. GUPTA & CO.
Company Secretaries
CP No.: 2053
Date: May 1, 2023 UDIN: F000896E000233843
122
Form No. MR-3
SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED – March 31, 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
(Annexure ‘D’ to the Board’s Report)
To,
The Members,
Duncan House,
Kolkata-700 001
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by SPENCER’S RETAIL LIMITED (CIN: L74999WB2017PLC219355) (hereinafter called the Company).
Secretarial Audit was conducted in accordance with the Guidance Notes issued by the Institute of Company Secretaries
of India (A statutory body constituted under the Company Secretaries Act, 1980) read with Company Secretaries Auditing
Standards (CSAS) and in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing our opinion thereon.
The Company’s Management is responsible for preparation and maintenance of secretarial records and for devising proper
systems and process to ensure the compliance with the provisions of applicable laws and regulations.
Our responsibility is to express an opinion on the secretarial records, standards and procedures followed by the Company
with respect to secretarial compliances.
We believe that audit evidence and information obtained from the Company’s management is adequate and appropriate for
us to provide a basis for our opinion.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed with the statutory authorities
and other records maintained by the Company and read with the Statutory Auditors’ Report on Financial Statements and
Certificate on compliance of conditions of Corporate Governance and also the information provided by the Company,
its officers, agents and authorised representatives during the conduct of secretarial audit, including by way of electronic
mode, we hereby report that in our opinion and to the best of our information, knowledge and belief and according to the
explanations given to us, the Company has, during the audit period covering the financial year ended on March 31, 2023
generally complied with the applicable statutory provisions listed hereunder and also that the Company has proper Board-
processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:-
We have examined the books, papers, minute books, forms and returns filed with the statutory authorities and other records
maintained by SPENCER’S RETAIL LIMITED “the Company” for the financial year ended on March 31, 2023 according to the
applicable provisions of:
1. The Companies Act, 2013 (the Act) and the Rules made thereunder, as amended from time to time
2. The Securities Contracts (Regulation) Act, 1956 (`SCRA’) and the Rules made thereunder;
3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
4. Foreign Exchange Management Act; 1999 and the Rules and Regulations made thereunder to the extent of Foreign
Direct Investment, Overseas Direct Investment and External Commercial Borrowings to the extent applicable to the
Company: As reported to us, there were no FDI and ODI transactions in the Company during the year under review.
5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI
Act) to the extent applicable to the Company:
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; No
event reported during the year
123
Form No. MR-3 (Contd.)
d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;
e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; No
instances were reported during the year.
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client - The Company has duly appointed a SEBI authorised
Category I Registrar and Share Transfer Agent as required under Law.
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;No delisting was done
during the year;
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018. No buy – back was done
during the year;
We have also examined compliance with the applicable clauses of the following:
i. Secretarial Standards issued by the Institute of Company Secretaries of India;
ii. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended.
During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. mentioned above to the extent applicable to it including the following observations:
1. No amount was required to be spent by the Company on CSR during the year as the Company had negative
average profit during the last three year under review. However, the Company has constituted a CSR committee as
required under law.
We further report that as far as we have been able to ascertain:
1. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-
Executive Directors and Independent Directors and the changes, if any, in the composition of Board of Directors
that took place during the period under review were carried out in compliance with the provisions of the Act.
2. Adequate notices were given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda
were sent at least seven days in advance, and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meetings for meaningful participation at the meeting.
3. Majority decisions were carried through while the dissenting members’ views, if any, were captured and recorded
as part of the minutes.
4. Based on the compliance mechanism established by the Company and on the basis of the certificates placed
before the Board and taken on record by the Directors at their meetings, we are of the opinion that the Company
has adequate systems and processes commensurate with its size and operations to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines and the Company has complied with the following laws
specifically applicable to it, as reported to us:-
(i) Food Safety & Standards Act, 2016 and Regulations framed thereunder;
(ii) Legal Metrology Act, 2009 and Packaged Commodities Rules, 2011;
(iii) Insecticides Act, 1968;
(iv) The Payment of Bonus Act, 1965;
(v) The Industrial Disputes Act, 1947;
(vi) The Employees Provident Fund and Miscellaneous Provisions Act, 1952;
(vii) The Employees’ State Insurance Act, 1948;
(viii) Consumer Protection Act, 1986;
(ix) Trade Marks Act, 1999.
124
We further report that as informed to us, during the audit period, the Company has had the following specific events /
updates:
1) During the year under review the Company created/ modified following charges on its assets-
Sl Date Charge ID Name of the Bank Amount Creation/Modification
No.
1. August 6, 2022 100605082 ICICI Bank Limited Rs. 30 Crores Creation
2. August 6, 2022 100605072 ICICI Bank Limited Rs. 20 Crores Creation
3. August 6, 2022 100426149 ICICI Bank Limited Rs. 100 Crores Modification( Amount
increased from Rs. 75
Crores to Rs. 100 Crores)
4. December 14, 2022 100654223 IDFC First Bank Limited Rs. 50 Crores Creation
5. December 14, 2022 100655007 IDFC First Bank Limited Rs. 31 Crores Creation
2) The provisions of IEPF Rules are not applicable to the Company as it has not yet completed seven years of its
incorporation. However, the Company has complied with the Rules to the extent applicable to it.
3) No dividend has been declared by the Company since incorporation and hence the question of any dividend
remaining unpaid /unclaimed did not arise.
4) The following changes have taken place amongst the Directors/ KMPs during the year under review:
Sl Name of the person Designation Effective date Change
no
1 Mr. Rama Kant Company Secretary and October 10, 2022 Resignation
Compliance Officer
2 Mr. Devendra Chawla CEO & Managing Director January 20, 2023 Resignation
3 Mr. Vikash Kumar Agarwal Company Secretary and February 14, 2023 Appointment
Compliance Officer
4 Mr. Anuj Singh CEO and Managing Director March 22, 2023 Appointment
5) In this certificate, we have not taken into consideration the events which are already in public domain and also not
those events which have not come to our knowledge while conducting this audit.
6) The Company has taken the Insurance cover under Directors & Officers (D&O) liability policy for Rs. 10 Crores
which is valid upto 365 days from March 3, 2023.
7) Since the Company is not a manufacturing concern, it is not required to appoint a Cost Auditor.
8) The Company has availed an unsecured loan from Axis Bank limited for Rs. 50 Crores as working capital for reverse
factoring facility vide Bank Sanction Letter No. AB/CLC/KOL/2022-23/0098 dated 29.08.2022.
It is stated that the compliance of all the applicable provisions of the Companies Act, 2013 and other laws is the
responsibility of the management. We have relied on the representations made by the Company and its officers
for systems and mechanism set-up by the Company for compliances under applicable Laws. Our examination, on
a test-check basis, was limited to procedures followed by the Company for ensuring the compliance with the said
provisions. We state that such compliance is neither an assurance as to the future viability of the Company nor
the efficiency or effectiveness with which the management has conducted its affairs. We further state that this is
neither an audit nor an expression of opinion on the financial activities / statements of the Company. Moreover,
we have not covered any matter related to any other law which may be applicable to the Company except the
aforementioned corporate laws of the Union of India.
(S. M. Gupta)
Proprietor
S. M. GUPTA & CO.
Company Secretaries
CP No.: 2053
Date: May 22, 2023 UDIN: F000896E000346230
Encl.: Annexure ‘A’ forming an integral part of this Report
125
“Annexure A”
To,
The Members,
(CIN: L74999WB2017PLC219355)
Duncan House,
Kolkata-700 001
Our Report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to
express an opinion on such secretarial records based on our audits.
2. We have followed the audit practices and processes as we considered appropriate to obtain reasonable assurance on
the correctness and completeness of the secretarial records. Our verification was conducted on a test basis to ensure
that all entries have been made as per statutory requirements. We believe that the processes and practices we followed
provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of the financial records and Books of Accounts of the
Company.
4. Wherever required, we have obtained Management representation with respect to compliance of laws, rules and
regulations and of significant events during the year.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations is the responsibility of
the management. Our examination was limited to the verification of secretarial records on test basis to the extent
applicable to the Company.
The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.
(S. M. Gupta)
Proprietor
S. M. GUPTA & CO.
Company Secretaries
CP No.: 2053
Date: May 22, 2023 UDIN: F000896E000346230
126
FORM NO. MR-3
SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
(Annexure ‘D1’ to the Board’s Report)
To,
The Members
CIN: U15310WB2008PLC244411
Duncan House,
Kolkata, W. B. 700001
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence
to good corporate practices by Natures Basket Limited (hereinafter referred to as ‘the Company’) having CIN No –
U15310WB2008PLC244411. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating
the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records
maintained by the Company and also the information provided by the Company, its officers, agents and authorised
representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the
audit period covering the financial year ended on March 31, 2023, complied with the statutory provisions listed hereunder
and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company
for the financial year ended on March 31, 2023 and made available to us, according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under (Not applicable since unlisted
Company);
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under. (The Company has complied with
the provisions of Depositories Act, 1996 to the extent applicable);
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign
Direct Investment, Overseas Direct Investment and External Commercial Borrowing;
(v) Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) (Not
applicable, since unlisted company);
(vi) The Following are the various Laws applicable to the Company. According to the information/details/explanation
provided to us, the Company has complied with the provisions of the said Acts and the Company has a mechanism to
monitor the compliances of the said laws, to the extent applicable
- The Food, Safety & Standard Act, 2006
- The Payment of Wages Act, 1936
- The Minimum Wages Act, 1948
- Employees Provident Fund and Misc. Provisions Act, 1952
- Employees State Insurance Act, 1948
- The Payment of Bonus Act, 1965
- The Environment (Protection) Act, 1986
- Income Tax Act 1961, Wealth Tax Act, Goods and Services Tax Act 2016 and rules made thereof
- Negotiable Instrument Act, 1881
- Maternity Benefits Act, 1961
- Payment of Gratuity Act, 1972
127
- The Industrial Disputes Act, 1947

- The Child Labour (Regulation and Abolition) Act, 1970
- The Weekly Holidays Act, 1942
We have also examined compliance with the applicable clauses of the following:
Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors
and General Meeting;
We report that, having regard to the compliance system prevailing in the Company and on examination of the relevant
documents and records in pursuance thereof as produce before us on test-check basis, the Company has complied
with the provision of the Act, Rules, Regulations, Guidelines, Standard, etc., as applicable to the Company.
We further report that

The Board of Directors of the Company is duly constituted in terms of the Act. The changes in the composition of the
Board of Directors that took place during the period under review were carried out in compliance with the provisions
of the Act.
In compliance with applicable provisions of the Companies Act, 2013 and rules made there under and Secretarial
Standards issued by the Institute of Company Secretaries of India, adequate notice(s) were given to all directors to
schedule the Board Meetings, agenda and detailed notes on agenda were sent adequately in advance, and a system
exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for
meaningful participation at the Meeting.
Majority decision is carried through while the dissenting members’ views, if any, were captured and recorded as part of
the minutes.
The Company has generally complied with all the applicable provisions of Companies Act, 2013. regarding filling of
forms with the Ministry of Corporate Affairs
We further report that there are adequate systems and processes in the Company commensurate with the size and
operation of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We
have relied on the information and representation made by the Company and its Officers for Systems and mechanism
formed by the Company for Compliances under applicable Acts, Laws, and regulations to the Company.
We further report that during the period under review there is no specific event/action having major bearing on the
Company’s affairs takes place.
For PVK & Associates
Pankaj Kumar
Company Secretary
COP No. 20994
Date: May 24, 2023 UDIN: A012288E000370162
Note: This report is to be read with our letter of even date by the Secretarial Auditor, which is annexed as ‘ANNEXURE A’ and
forms an integral part of this report, which is available on the website of the Company.
128
‘ANNEXURE A’
To,
The Members
CIN: U15310WB2008PLC244411
Duncan House,
31, Netaji Subhas Road
Kolkata, W. B. 700001
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to
express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis
for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and
regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility
of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
For PVK & Associates
Pankaj Kumar
Company Secretary
COP No. 20994
Date: May 24, 2023 UDIN: A012288E000370162
129
Report on Corporate Social Responsibility

Activities
(Annexure ‘E’ to the Board’s Report)
1. Brief outline on Corporate Social Responsibility (CSR) policy of the Company
The Company is dedicated to the cause of providing access to basic services, empowering people, educating them
and to improving their quality of life. The Company undertakes programmes based on the identified needs of the
community healthcare, education, art and community like the following:
a) Provision of access to basic healthcare services / facilities, safe drinking water & sanitation and conducting health
awareness camps;
b) Empowerment of the disadvantaged sections of society through promoting inclusive education for all, as well as
through livelihood generation and skill development;
c) Supporting environmental and ecological balance through energy conservation, adoption of initiatives resulting
into Greenhouse Gas Emissions (GHG) reduction and transformation into a low carbon business practices;
d) Undertaking livelihood generation / promotion and women empowerment projects;
e) Any other programme that falls under the Company’s CSR Policy and is aimed at the empowerment of disadvantaged
sections of the society.
The details of the activities undertaken during the year are stated in Management Discussion and Analysis which forms
a part of the Board’s Report.
2. Composition of CSR Committee:
SL.No Name of the Designation / Nature of Number of meetings Number of meetings of
Director Directorship of CSR Committee CSR Committee attended
held during the year during the year
1 Dr. Sanjiv Goenka* Chairman and Non-Executive 1 1
Director
2 Mr. Shashwat Member and Non-Executive Director 1 1
Goenka*
3 Mr. Utsav Parekh Member and Non-Executive 1 1
4 Mr. Anuj Singh** CEO and Managing Director NA NA
Chairman of the Company w.e.f. May 23, 2023 and also as Chairman of CSR Committee.
** Mr. Anuj Singh has been inducted as a member w.e.f May 22, 2023
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are
disclosed on the website of the Company.
The Company’s revised CSR Policy and details of CSR Committee are posted at www.spencersretail.com
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report): Not Applicable
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social
responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any : Not Applicable
6. Average net profit of the Company as per section 135(5): Not Applicable
7. (a) Total amount of average net profit of the Company as per Section 135(5): Not Applicable
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Not Applicable
(c) Amount required to be set off for the financial year, if any: Not Applicable
(d) Total CSR obligation for the financial year (7a+7b+7c): Not Applicable
130
Report on Corporate Social Responsibility Activities (Contd.)
8. (a) CSR amount spent or unspent for the financial year : Not Applicable
(b) Details of CSR amount spent against ongoing projects for the financial year: Not Applicable
(c) Details of CSR amount spent against other than ongoing projects for the financial year: Not Applicable
(d) Amount spent in Administrative Overheads: Not Applicable
(e) Amount spent on Impact Assessment, if applicable: Not Applicable
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): Not Applicable
(g) Excess amount for set off, if any: Not Applicable
9. (a) Details of Unspent CSR amount for the preceding three financial years: Not Applicable
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Not
Applicable
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through
CSR spent in the financial year: Not Applicable
11. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5).
No amount was required to be spent by the Company on CSR during the year as the Company had incurred losses in
past.
Dr. Sanjiv Goenka

Chairman
DIN: 00074796
Anuj Singh
Kolkata, May 22, 2023 DIN: 09547776
131
Conservation of Energy, Technology Absorption,

Foreign Exchange earnings and outgo
(Annexure ‘F’ to the Board’s Report)
Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo pursuant to Section
134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are provided hereunder:
(A) Conservation of Energy:
i. The steps taken or impact on conservation of energy The operations of your Company are not energy intensive,
however, adequate measures have been taken to reduce
energy consumption, wherever possible.
ii. The steps taken by the company for utilising All efforts are made to use more natural lights in offices/
alternate sources of energy stores premises to optimise the consumption of energy.
The Company is also using solar panel at some of its stores.
iii. The capital investment on energy conservation Nil

Equipment’s;
(B) Technology absorption:
i. The efforts made towards technology absorption N.A.
ii. The benefits derived like product improvement, cost N.A.

reduction, product development or import
substitution
iii. In case of imported technology (imported during the N.A.

last three years reckoned from the beginning of the
financial year)
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has
not taken place, and the reasons thereof.
iv. The expenditure incurred on Research and Nil

Development.
(C) Research and Development:

Research and Development activities are an area of focus for the Company for achieving constant improvements in
various operational functions for enhancing quality, productivity and consumer satisfaction.
(D) Foreign Exchange Earnings and Outgo:

There has been no foreign exchange earnings during the year. However, foreign exchange outgo was to the tune of
` 87.22 Lakhs.
Dr. Sanjiv Goenka

Chairman
Kolkata, May 22, 2023 DIN 00074796
132
PARTICULARS OF REMUNERATION
(Annexure ‘G’ to the Board’s Report)
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ
WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The ratio of the remuneration (including sitting fees) of the Directors constituted during the financial year 2022-23 –
Dr. Sanjiv Goenka, Mr. Shashwat Goenka, Mr. Utsav Parekh, Mr. Pratip Chaudhari, Ms. Rekha Sethi, Mr. Debanjan Mandal
Non-Executive Directors and Mr. Devendra Chawla and Mr. Rahul Nayak, Executive Directors to the median remuneration
of employees of the Company for the financial year 2022-23 is 5.94:1, 6.93:1, 8.26:1, 4.29:1, 3.63:1, 3.96:1, 558.42:1 and
119.83:1. The percentage increase in remuneration of each director is 12.5%, 10.5%, 8.7%, 18.2%, 22.2%, -7.7%, 5.9% and 6.5%
respectively. The increase in remuneration of Chief Financial Officer (CFO) is not applicable, since the current CFO has been
appointed during the financial year 2021-22 and hence not been part of the last year’s increment cycle. The percentage
increase in remuneration of Company Secretary is not applicable, since the current Company Secretary has been appointed
during the financial year 2022-23. Further the recently appointed CEO & MD, Mr. Anuj Singh’s increse in remunaration is not
applicable, since he was appointed at the end of financial year 2022-23.
During the said financial year, there was an increase of 6.63% in the median remuneration of employees on the rolls as at
March 31, 2023. There were 4505 permanent employees on the rolls of Company as on March 31, 2023.
1) During the financial year 2022-23, the average increase in the remuneration was 6%.
2) The average % increase in the salaries of the employees on roll as at March 31, 2023 other than the managerial
personnel was 5.63% in 2022-23, whereas managerial remuneration for the same financial year was 6.2%.
3) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.
Dr. Sanjiv Goenka

Chairman
Kolkata, May 22, 2023 (DIN 00074796)
133
Standalone
134
Independent Auditor’s Report
To the Members of We are independent of the Company in accordance with

Spencer’s Retail Limited the ‘Code of Ethics’ issued by the Institute of Chartered
Accountants of India together with the ethical requirements
Report on the Audit of the Standalone that are relevant to our audit of the financial statements
Financial Statements under the provisions of the Act and the Rules thereunder,
and we have fulfilled our other ethical responsibilities
Opinion in accordance with these requirements and the Code
We have audited the accompanying standalone financial of Ethics. We believe that the audit evidence we have
statements of Spencer’s Retail Limited (“the Company”), obtained is sufficient and appropriate to provide a basis for
which comprise the Balance sheet as at March 31 2023, the our audit opinion on the standalone financial statements.
Statement of Profit and Loss, including the statements of
Other Comprehensive Income, the Cash Flow Statement Key Audit Matters
and the Statement of Changes in Equity for the year then Key audit matters are those matters that, in our professional
ended, and notes to the standalone financial statements, judgment, were of most significance in our audit of the
including a summary of significant accounting policies standalone financial statements for the financial year ended
and other explanatory information. March 31, 2023. These matters were addressed in the
In our opinion and to the best of our information and context of our audit of the standalone financial statements
according to the explanations given to us, the aforesaid as a whole, and in forming our opinion thereon, and we do
standalone financial statements give the information not provide a separate opinion on these matters. For each
required by the Companies Act, 2013, as amended (“the matter below, our description of how our audit addressed
Act”) in the manner so required and give a true and fair the matter is provided in that context.
view in conformity with the accounting principles generally We have determined the matters described below to be
accepted in India, of the state of affairs of the Company as the key audit matters to be communicated in our report.
at March 31, 2023, its loss including other comprehensive We have fulfilled the responsibilities described in the
income, its cash flows and the changes in equity for the Auditor’s responsibilities for the audit of the standalone
year ended on that date. financial statements section of our report, including in
relation to these matters. Accordingly, our audit included
Basis for Opinion the performance of procedures designed to respond to
We conducted our audit of the standalone financial our assessment of the risks of material misstatement of
statements in accordance with the Standards on Auditing the standalone financial statements. The results of our
(SAs), as specified under section 143(10) of the Act. audit procedures, including the procedures performed
Our responsibilities under those Standards are further to address the matters below, provide the basis for our
described in the ‘Auditor’s Responsibilities for the Audit of audit opinion on the accompanying standalone financial
the Standalone Financial Statements’ section of our report. statements.
Key audit matters How our audit addressed the key audit matter
Impairment Testing for Brand (as described in Note 4 of the standalone financial statements)
The Company has an acquired brand (intangible Our audit procedures included, among others the following:
asset) as at March 31, 2023 assessed to be with an • We read and assessed the Company’s accounting policies with
indefinite life. As required by Ind AS 36 “Impairment respect to impairment testing.
of Assets”, such brand is tested for impairment every
• We obtained an understanding from the management, assessed
year as stated in the accounting policy note no 2.2(e)
and tested the design and operating effectiveness of the
of the standalone financial statements.
Company’s key controls over the impairment assessment of such
For this assessment, the Company engages a valuer investments.
to determine the recoverable value of the brand
• We discussed with the management the methodology and
using valuation techniques, which is sensitive to
assumptions used in the valuation including discount rates,
changes in inputs used in valuation and involves
expected growth rates and terminal growth rates. In performing
judgment due to inherent uncertainty in the
these procedures, we have involved valuation specialists.
assumptions related to discount rate, future growth
rate and future royalty rates. • We obtained and reviewed the impairment testing report for brand
prepared by the Company’s independent valuation specialist
Accordingly, impairment testing for the brand is
and also assessed the valuation specialist’s objectivity and
determined to be a key audit matter in our audit of
independence.
the standalone financial statements.
• We assessed management’s sensitivity analysis around the key
assumptions.
•
We obtained suitable management representation on the
projections of future cash flows and the various assumptions used
in the valuation.
• We tested the arithmetical accuracy of the financial projections.
• We assessed the disclosures made in the standalone financial
statements.
135
Independent Auditor’s Report (Contd.)
Fair Valuation of Investment in Subsidiaries (as described in Note 6 of the standalone financial statements)
The Company carries its investment in subsidiaries Our audit procedures included, among others the following:
at fair value through Other Comprehensive Income • We obtained an understanding from the management, assessed
(FVTOCI). and tested the design and operating effectiveness of the
The Company engages a valuer to determine the Company’s key controls over the valuation of such investments.
fair value of such investment using the discounted • We discussed with the management the methodology and
cash flow method of valuation, which is sensitive assumptions used in the valuation including discount rates,
to changes in inputs used in valuation and involves expected growth rates and terminal growth rates. In performing
judgment due to inherent uncertainty in the these procedures, we have involved valuation specialists.
assumptions used for forecasting the future cash
flows. • We obtained and reviewed the fair valuation reports prepared by
the Company’s independent valuation specialist and also assessed
Accordingly, the fair valuation of investment in the valuation specialist’s objectivity and independence.
subsidiary companies is determined to be a key
audit matter in our audit of the standalone financial • We obtained suitable management representation on the
statements. projections of future cash flows and the various assumptions used
in the valuation.
• We tested the arithmetical accuracy of the financial projections.
• We assessed the disclosures made in the standalone financial
statements.
We have determined that there are no other key audit Standards (Ind AS) specified under section 133 of the Act
matters to communicate in our report. read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended. This responsibility also includes
Information Other than the Financial maintenance of adequate accounting records in
Statements and Auditor’s Report Thereon accordance with the provisions of the Act for safeguarding
The Company’s Board of Directors is responsible for of the assets of the Company and for preventing and
the other information. The other information comprises detecting frauds and other irregularities; selection and
the information included in the Annual report, but does application of appropriate accounting policies; making
not include the standalone financial statements and our judgments and estimates that are reasonable and prudent;
auditor’s report thereon. and the design, implementation and maintenance of
Our opinion on the standalone financial statements does adequate internal financial controls, that were operating
not cover the other information and we do not express effectively for ensuring the accuracy and completeness
any form of assurance conclusion thereon. of the accounting records, relevant to the preparation
and presentation of the standalone financial statements
In connection with our audit of the standalone financial
that give a true and fair view and are free from material
statements, our responsibility is to read the other
misstatement, whether due to fraud or error.
information and, in doing so, consider whether such other
information is materially inconsistent with the financial In preparing the standalone financial statements,
statements or our knowledge obtained in the audit or management is responsible for assessing the Company’s
otherwise appears to be materially misstated. If, based on ability to continue as a going concern, disclosing, as
the work we have performed, we conclude that there is applicable, matters related to going concern and using the
a material misstatement of this other information, we are going concern basis of accounting unless management
required to report that fact. We have nothing to report in either intends to liquidate the Company or to cease
this regard. operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for
Responsibilities of Management for the overseeing the Company’s financial reporting process.
Standalone Financial Statements
The Company’s Board of Directors is responsible for the Auditor’s Responsibilities for the Audit of the
matters stated in section 134(5) of the Act with respect to Standalone Financial Statements
the preparation of these standalone financial statements Our objectives are to obtain reasonable assurance about
that give a true and fair view of the financial position, whether the standalone financial statements as a whole
financial performance including other comprehensive are free from material misstatement, whether due to fraud
income, cash flows and changes in equity of the Company or error, and to issue an auditor’s report that includes
in accordance with the accounting principles generally our opinion. Reasonable assurance is a high level of
accepted in India, including the Indian Accounting assurance, but is not a guarantee that an audit conducted
136
in accordance with SAs will always detect a material e communicate with those charged with governance
W
misstatement when it exists. Misstatements can arise from regarding, among other matters, the planned scope and
fraud or error and are considered material if, individually timing of the audit and significant audit findings, including
or in the aggregate, they could reasonably be expected to any significant deficiencies in internal control that we
influence the economic decisions of users taken on the identify during our audit.
basis of these standalone financial statements. We also provide those charged with governance with
As part of an audit in accordance with SAs, we exercise a statement that we have complied with relevant
professional judgment and maintain professional ethical requirements regarding independence, and to
skepticism throughout the audit. We also: communicate with them all relationships and other
matters that may reasonably be thought to bear on our
• Identify and assess the risks of material misstatement
independence, and where applicable, related safeguards.
of the standalone financial statements, whether
due to fraud or error, design and perform audit From the matters communicated with those charged with
procedures responsive to those risks, and obtain audit governance, we determine those matters that were of
evidence that is sufficient and appropriate to provide most significance in the audit of the standalone financial
a basis for our opinion. The risk of not detecting a statements for the financial year ended March 31, 2023
material misstatement resulting from fraud is higher and are therefore the key audit matters. We describe these
than for one resulting from error, as fraud may matters in our auditor’s report unless law or regulation
involve collusion, forgery, intentional omissions, precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter
misrepresentations, or the override of internal control.
should not be communicated in our report because the
• Obtain an understanding of internal control relevant
adverse consequences of doing so would reasonably be
to the audit in order to design audit procedures that
expected to outweigh the public interest benefits of such
are appropriate in the circumstances. Under section
communication.
143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has Report on Other Legal and Regulatory
adequate internal financial controls with reference Requirements
to financial statements in place and the operating
1.
As required by the Companies (Auditor’s Report)
effectiveness of such controls.
Order, 2020 (“the Order”), issued by the Central
• Evaluate the appropriateness of accounting policies Government of India in terms of sub-section (11) of
used and the reasonableness of accounting estimates section 143 of the Act, we give in the “Annexure 1” a
and related disclosures made by management. statement on the matters specified in paragraphs 3
• Conclude on the appropriateness of management’s and 4 of the Order.
use of the going concern basis of accounting and, 2. As required by Section 143(3) of the Act, we report that:
based on the audit evidence obtained, whether (a) We have sought and obtained all the information
a material uncertainty exists related to events or and explanations which to the best of our
conditions that may cast significant doubt on the knowledge and belief were necessary for the
Company’s ability to continue as a going concern. purposes of our audit;
If we conclude that a material uncertainty exists,
(b)
In our opinion, proper books of account as
we are required to draw attention in our auditor’s
required by law have been kept by the Company
report to the related disclosures in the financial
so far as it appears from our examination of
statements or, if such disclosures are inadequate, to
those books.
modify our opinion. Our conclusions are based on
(c)
The Balance Sheet, the Statement of Profit
the audit evidence obtained up to the date of our
and Loss including the Statement of Other
auditor’s report. However, future events or conditions
Comprehensive Income, the Cash Flow
may cause the Company to cease to continue as a
Statement and Statement of Changes in Equity
going concern.
dealt with by this Report are in agreement with
• Evaluate the overall presentation, structure and the books of account.
content of the standalone financial statements,
(d) In our opinion, the aforesaid standalone financial
including the disclosures, and whether the standalone
statements comply with the Accounting
financial statements represent the underlying
Standards specified under Section 133 of the
transactions and events in a manner that achieves fair
Act, read with Companies (Indian Accounting
presentation.
Standards) Rules, 2015, as amended
137
(e)
On the basis of the written representations persons or entities identified in any
received from the directors as on March 31, manner whatsoever by or on behalf of
2023 taken on record by the Board of Directors, the Company (“Ultimate Beneficiaries”)
none of the directors is disqualified as on or provide any guarantee, security or
March 31, 2023 from being appointed as a the like on behalf of the Ultimate
director in terms of Section 164 (2) of the Act; Beneficiaries;
(f)
With respect to the adequacy of the internal The management has represented
b)
financial controls with reference to these that, to the best of its knowledge and
standalone financial statements and the belief, as disclosed in the note 42 to
operating effectiveness of such controls, refer to the standalone financial statements,
our separate Report in “Annexure 2” to this report no funds have been received by
the Company from any person(s)
(g) In our opinion, the managerial remuneration for
or entity(ies), including foreign
the year ended March 31, 2023 has been paid
entities (“Funding Parties”), with the
/ provided by the Company to its directors in
understanding, whether recorded in
accordance with the provisions of section 197
writing or otherwise, that the Company
read with Schedule V to the Act;
shall, whether, directly or indirectly,
(h) With respect to the other matters to be included lend or invest in other persons or
in the Auditor’s Report in accordance with entities identified in any manner
Rule 11 of the Companies (Audit and Auditors) whatsoever by or on behalf of the
Rules, 2014, as amended in our opinion and to Funding Party (“Ultimate Beneficiaries”)
the best of our information and according to the or provide any guarantee, security
explanations given to us: or the like on behalf of the Ultimate
i. The Company has disclosed the impact of Beneficiaries; and
pending litigations on its financial position c) Based on such audit procedures
in its standalone financial statements – performed that have been
Refer Note 29(a) to the standalone financial considered reasonable and
statements; appropriate in the circumstances,
ii. The Company did not have any long-term nothing has come to our notice
contracts including derivative contracts for that has caused us to believe that
which there were any material foreseeable the representations under sub-
losses clause (a) and (b) contain any
material misstatement.
iii.
There were no amounts which were
required to be transferred to the Investor v.
No dividend has been declared or paid
Education and Protection Fund by the during the year by the Company.
Company. vi. As proviso to Rule 3(1) of the Companies
iv. a)
The management has represented (Accounts) Rules, 2014 is applicable for the
that, to the best of its knowledge and Company only w.e.f. April 1, 2023, reporting
belief, as disclosed in the note 42 to under this clause is not applicable.
the standalone financial statements,
no funds have been advanced or For S.R. Batliboi & Co. LLP
loaned or invested (either from Chartered Accountants
borrowed funds or share premium or ICAI Firm Registration Number: 301003E/E300005
any other sources or kind of funds)
by the Company to or in any other per Navin Agrawal
person(s) or entity(ies), including Partner
foreign entities (“Intermediaries”), with Membership Number: 056102
the understanding, whether recorded UDIN: 23056102BGUUPB2002
in writing or otherwise, that the
Intermediary shall, whether, directly Place of Signature: Kolkata
Date: May 22, 2023
or indirectly lend or invest in other
138
Annexure “1” referred to in paragraph under the heading

“Report on other legal and regulatory requirements” of our
report of even date
Re: Spencer’s Retail Limited (“the Company”) the basis of security of current assets of the
In terms of the information and explanations Company. Based on the records examined by
sought by us and given by the company and the us in the normal course of audit of the financial
books of account and records examined by us in statements, the quarterly returns/statements
the normal course of audit and to the best of our filed by the Company with such banks are
knowledge and belief, we state that: in agreement with the unaudited books of
(i) (a) (A)
The Company has maintained proper accounts of the Company. The Company do
records showing full particulars, including not have sanctioned working capital limits in
quantitative details and situation of Property, excess of Rs. five crores in aggregate from
Plant and Equipment. financial institutions during the year on the basis
(i) (a) (B)
The Company has maintained proper of security of current assets of the Company.
records showing full particulars of (iii) (a) During the year, the Company has not provided
intangibles assets. loans, advances in the nature of loans, stood
(i) (b) All the Property, Plant and Equipment have not guarantee or provided security to companies,
been physically verified by the management firms, Limited Liability Partnerships or any other
during the year but there is a regular programme parties. Accordingly, the requirement to report
on clause 3(iii)(a) of the Order is not applicable
of verifying them once in three years which, in
to the Company.
our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. (iii) (b) During the year, the Company has not provided
No material discrepancies were noticed on such guarantees, provided security and granted
verification. loans and advances in the nature of loans to
companies, firms, Limited Liability Partnerships
(i) (c) As represented to us by the management, there
or any other parties. The investments made and
is no immovable property (other than properties
the terms and conditions of the investments are
where the Company is the lessee and the lease
not prejudicial to the Company’s interest.
agreements are duly executed in favour of the
lessee), held by the Company and accordingly, (iii) (c)
The Company has not granted loans and
the requirement to report on clause 3(i)(c) of the advances in the nature of loans to companies,
firms, Limited Liability Partnerships or any other
Order is not applicable to the Company.
parties. Accordingly, the requirement to report
(i) (d) The Company has not revalued its Property, Plant
on clause 3(iii)(c) of the Order is not applicable
and Equipment (including Right of use assets) or
to the Company.
intangible assets during the year ended March
(iii) (d)
The Company has not granted loans or
31, 2023.
advances in the nature of loans to companies,
(i) (e) As represented to us by the management, there firms, Limited Liability Partnerships or any other
are no proceedings initiated or are pending parties. Accordingly, the requirement to report
against the Company for holding any benami on clause 3(iii)(d) of the Order is not applicable
property under the Prohibition of Benami to the Company.
Property Transactions Act, 1988 and rules made
(iii) (e) There were no loans or advance in the nature of
thereunder.
loan granted to companies, firms, Limited Liability
(ii) (a) The inventory has been physically verified by the Partnerships or any other parties. Accordingly,
management during the year. In our opinion, the the requirement to report on clause 3(iii)(e) of
frequency of verification by the management is the Order is not applicable to the Company.
reasonable and the coverage and procedure for
(iii) (f)
The Company has not granted any loans or
such verification is appropriate. Discrepancies
advances in the nature of loans, either repayable
of 10% or more in aggregate for each class of on demand or without specifying any terms
inventory were not noticed. or period of repayment to companies, firms,
(ii) (b)
As disclosed in note 14 to the financial Limited Liability Partnerships or any other parties.
statements, the Company has been sanctioned Accordingly, the requirement to report on clause
working capital limits in excess of Rs. five crores 3(iii)(f) of the Order is not applicable to the
in aggregate from banks during the year on Company.
139
(iv)
As represented to us by the management, there (vii) (a)
The Company is regular in depositing with
are no loans, investments, guarantees, and security appropriate authorities undisputed statutory
in respect of which provisions of sections 185 and dues including goods and services tax, provident
186 of the Act are applicable and accordingly, the fund, employees’ state insurance, income-tax,
sales tax, service tax, duty of customs, duty
requirement to report on clause 3(iv) of the Order is
of excise, value added tax, cess and other
not applicable to the Company.
statutory dues applicable to it. According to the
(v)
The Company has neither accepted any deposits information and explanations given to us and
from the public nor accepted any amounts which based on audit procedures performed by us, no
are deemed to be deposits within the meaning of undisputed amounts payable in respect of these
sections 73 to 76 of the Companies Act (“the Act”) and statutory dues were outstanding, at the year end,
for a period of more than six months from the
the rules made thereunder, to the extent applicable.
date they became payable.
Accordingly, the requirement to report on clause 3(v)
(vii) (b) The dues of goods and services tax, provident
of the Order is not applicable to the Company.
fund, employees’ state insurance, income-tax,
(vi) As represented to us by the management, the Central sales-tax, service tax, duty of custom, duty of
Government has not specified the maintenance of excise, value added tax, cess, and other statutory
cost records under Section 148(1) of the Act, for the dues have not been deposited on account of
products/services of the Company. any dispute, are as follows:
Name of the Stature Nature Disputed Amount Period Forum where the dispute is
(Rs. In lakhs) pending
West Bengal Sales Tax Demand on disputed stock 29.57 2003-04 WBCT Appellate & Revisional
Act,1994 transfer Board
Tamil Nadu General Sales
Tax demand on first point 25.32 2001-02 Appellate DC
Tax Act, 1959 sales
Delhi Value Added Tax Disallowance of input tax 4.32 2012-13 DC Appeals
Act, 2004 credit
Jharkhand Value Added Disallowance of input tax 1.61 2009-10 Commissioner of Commercial
Tax Act, 2005 credit Taxes
Demand Raised against excess
Tamil Nadu GST Act, 2017 1.17 2017-18 Commissioner (Appeals)
Input Tax Credit claimed for
the period Nov-2017
Andhra Pradesh General Demand on single point tax 0.74 2003-04 AP State Appellate Authorities
Sales Tax Act, 1957
(viii)
As represented to us by the management, the (ix) (d)
On an overall examination of the financial
Company has not surrendered or disclosed any statements of the Company, the Company
transaction, previously unrecorded in the books of has used funds raised on short-term basis
account, in the tax assessments under the Income
aggregating to Rs. 36,725.95 lakhs for long-term
Tax Act, 1961 as income during the year. Accordingly,
purposes.
the requirement to report on clause 3(viii) of the
Order is not applicable to the Company. (ix) (e)
On an overall examination of the financial
(ix) (a) The Company has not defaulted in repayment of statements of the Company, the Company has
loans or other borrowings or in the payment of not taken any funds from any entity or person
interest thereon to any lender. on account of or to meet the obligations
(ix) (b)
As represented to us by the management, of its subsidiaries, joint venture or associate
the Company has not been declared wilful companies.
defaulter by any bank or financial institution or
government or any government authority. (ix) (f)
The Company has not raised loans during
the year on the pledge of securities held in
(ix) (c)
Term loans of Rs. 259.13 lakhs was raised
towards the end of the year (February 28, 2023) its subsidiaries, joint ventures or associate
and hence have not been utilised by the end of companies. Hence, the requirement to report
the year. This matter has been disclosed in note on clause (ix)(f) of the Order is not applicable to
14 to the financial statements. the Company.
140
(x) (a) The Company has not raised any money during (xvi) (c)
The Company is not a Core Investment
the year by way of initial public offer / further Company as defined in the regulations made
public offer (including debt instruments) hence, by Reserve Bank of India. Accordingly, the
the requirement to report on clause 3(x)(a) of the requirement to report on clause 3(xvi) of the
Order is not applicable to the Company. Order is not applicable to the Company.
(x) (b)
The Company has not made any preferential (xvi) (d) As represented to us by the management, the
allotment or private placement of shares /fully Group has 5 Core Investment Companies as a
or partially or optionally convertible debentures part of the Group.
during the year under audit and hence, the (xvii) The Company has incurred cash losses amounting to
requirement to report on clause 3(x)(b) of the Rs. 5,636.14 lakhs and Rs. Nil in the current year and in
Order is not applicable to the Company. the immediately preceding financial year respectively.
(xi) (a) As represented to us by the management, no (xviii) There has been no resignation of the statutory auditors
material fraud by the Company or no material during the year and accordingly requirement to report
fraud on the Company has been noticed or on Clause 3(xviii) of the Order is not applicable to the
reported during the year. Company.
(xi) (b) During the year, no report under sub-section (12) (xix) On the basis of the financial ratios disclosed in note
of section 143 of the Act, has been filed by cost 41 to the financial statements, ageing and expected
auditor/ secretarial auditor or by us in Form ADT dates of realization of financial assets and payment of
– 4 as prescribed under Rule 13 of Companies financial liabilities, other information accompanying
(Audit and Auditors) Rules, 2014 with the Central the financial statements, our knowledge of the Board
Government. of Directors and management plans and based on
(xi) (c) As represented to us by the management, there our examination of the evidence supporting the
are no whistle blower complaints received by assumptions, nothing has come to our attention,
the Company during the year. which causes us to believe that any material
(xii) The Company is not a nidhi Company as per the uncertainty exists as on the date of the audit report
provisions of the Act. Therefore, the requirement to that Company is not capable of meeting its liabilities
report on clause 3(xii)(a), (b) & (c) of the Order is not existing at the date of balance sheet as and when
applicable to the Company. they fall due within a period of one year from the
balance sheet date. We, however, state that this
(xiii) Transactions with the related parties are in compliance
is not an assurance as to the future viability of the
with sections 177 and 188 of the Act, where applicable
Company. We further state that our reporting is based
and the details have been disclosed in the notes to
on the facts up to the date of the audit report and we
the financial statements, as required by the applicable
neither give any guarantee nor any assurance that all
accounting standards.
liabilities falling due within a period of one year from
(xiv) (a)
The Company has an internal audit system the balance sheet date, will get discharged by the
commensurate with the size and nature of its Company as and when they fall due.
business.
(xx) The Company is not required to spend any amount
(xiv) (b) The internal audit reports of the Company issued towards Corporate Social Responsibility under sub
till the date of the audit report, for the period section 5 of section 135 of the Act as the Company
under audit have been considered by us. has average losses during the three immediately
(xv)
The Company has not entered into any non-cash preceding financial years. Accordingly, the
transactions with its directors or persons connected requirement to report on clause 3(xx)(a) and 3(xx)(b)
with its directors and hence requirement to report of the Order is not applicable to the Company.
on clause 3(xv) of the Order is not applicable to the
Company.
For S.R. Batliboi & Co. LLP
(xvi) (a) The provisions of section 45-IA of the Reserve
Bank of India Act, 1934 (2 of 1934) are not Chartered Accountants
applicable to the Company. Accordingly, the ICAI Firm Registration Number: 301003E/E300005
requirement to report on clause (xvi)(a) of the
per Navin Agrawal
Order is not applicable to the Company.
Partner
(xvi) (b)
The Company is not engaged in any Non- Membership Number: 056102
Banking Financial or Housing Finance activities.
UDIN: 23056102BGUUPB2002
Accordingly, the requirement to report on clause
(xvi)(b) of the Order is not applicable to the Place of Signature: Kolkata
Company. Date: May 22, 2023
141
Annexure “2” To The Independent Auditor’s Report Of Even

Date On The Standalone Financial Statements Of Spencer’s
Retail Limited
Report on the Internal Financial Controls under Clause financial statements included obtaining an understanding
(i) of Sub-section 3 of Section 143 of the Companies Act, of internal financial controls with reference to these
2013 (“the Act”) standalone financial statements, assessing the risk that a
We have audited the internal financial controls with material weakness exists, and testing and evaluating the
reference to standalone financial statements of Spencer’s design and operating effectiveness of internal control based
Retail Limited (“the Company”) as of March 31, 2023 in on the assessed risk. The procedures selected depend on
conjunction with our audit of the standalone financial the auditor’s judgement, including the assessment of the
statements of the Company for the year ended on that risks of material misstatement of the financial statements,
date. whether due to fraud or error.
We believe that the audit evidence we have obtained is
Management’s Responsibility for Internal sufficient and appropriate to provide a basis for our audit
Financial Controls opinion on the Company’s internal financial controls with
The Company’s Management is responsible for establishing reference to these standalone financial statements.
and maintaining internal financial controls based on the
internal control over financial reporting criteria established Meaning of Internal Financial Controls With
by the Company considering the essential components of Reference to these Standalone Financial
internal control stated in the Guidance Note on Audit of Statements
Internal Financial Controls Over Financial Reporting issued A company’s internal financial controls with reference
by the Institute of Chartered Accountants of India (“ICAI”). to standalone financial statements is a process designed
These responsibilities include the design, implementation to provide reasonable assurance regarding the reliability
and maintenance of adequate internal financial controls of financial reporting and the preparation of financial
that were operating effectively for ensuring the orderly statements for external purposes in accordance with
and efficient conduct of its business, including adherence generally accepted accounting principles. A company’s
to the Company’s policies, the safeguarding of its assets, internal financial controls with reference to standalone
the prevention and detection of frauds and errors, the financial statements includes those policies and
accuracy and completeness of the accounting records, procedures that (1) pertain to the maintenance of records
and the timely preparation of reliable financial information, that, in reasonable detail, accurately and fairly reflect the
as required under the Act. transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are
Auditor’s Responsibility recorded as necessary to permit preparation of financial
Our responsibility is to express an opinion on the statements in accordance with generally accepted
Company’s internal financial controls with reference to accounting principles, and that receipts and expenditures
these standalone financial statements based on our audit. of the company are being made only in accordance
We conducted our audit in accordance with the Guidance with authorisations of management and directors of the
Note on Audit of Internal Financial Controls Over Financial company; and (3) provide reasonable assurance regarding
Reporting (the “Guidance Note”) and the Standards on prevention or timely detection of unauthorised acquisition,
Auditing, as specified under section 143(10) of the Act, use, or disposition of the company’s assets that could have
to the extent applicable to an audit of internal financial a material effect on the financial statements.
controls, both issued by ICAI. Those Standards and the
Guidance Note require that we comply with ethical Inherent Limitations of Internal Financial
requirements and plan and perform the audit to obtain Controls With Reference to Standalone
reasonable assurance about whether adequate internal Financial Statements
financial controls with reference to these standalone Because of the inherent limitations of internal financial
financial statements was established and maintained and if controls with reference to standalone financial statements,
such controls operated effectively in all material respects. including the possibility of collusion or improper
Our audit involves performing procedures to obtain audit management override of controls, material misstatements
evidence about the adequacy of the internal financial due to error or fraud may occur and not be detected.
controls with reference to these standalone financial Also, projections of any evaluation of the internal financial
statements and their operating effectiveness. Our audit controls with reference to standalone financial statements
of internal financial controls with reference to standalone
142
to future periods are subject to the risk that the internal components of internal control stated in the Guidance
financial control with reference to standalone financial Note issued by the ICAI.
statements may become inadequate because of changes For S.R. Batliboi & Co. LLP
in conditions, or that the degree of compliance with the Chartered Accountants
policies or procedures may deteriorate. ICAI Firm Registration Number: 301003E/E300005
Opinion per Navin Agrawal

In our opinion, the Company has, in all material respects, Partner
adequate internal financial controls with reference to Membership Number: 056102
standalone financial statements and such internal financial UDIN: 23056102BGUUPB2002
controls with reference to standalone financial statements
were operating effectively as at March 31, 2023, based Place of Signature: Kolkata
on the internal control over financial reporting criteria Date: May 22, 2023
established by the Company considering the essential
143
Standalone Balance Sheet

As at March 31, 2023
Particulars Note As at As at
No. March 31, 2023 March 31, 2022
` in Lakhs ` in Lakhs
ASSETS
Non-current assets
Property, plant and equipment 3 12,796.33 13,199.83
Capital work in progress 3 195.32 580.13
Right-of-use assets 30 50,385.73 43,733.16
Other intangible assets 4 9,128.44 9,097.70
Financial assets
(i) Investments 6 47,159.84 45,706.04
(ii) Other financial assets 10 3,682.56 4,091.01
Tax assets (net) 579.75 1,764.37
Other assets 11 115.67 111.18
Total non-current assets (A) 124,043.64 118,283.42
Current assets
Inventories 5 22,865.16 22,899.96
Financial assets
(i) Investments 6 2,021.05 2,077.68
(ii) Trade receivables 7 1,906.91 2,617.13
(iii) Cash and cash equivalents 8 1,166.84 1,374.98
(iv) Bank balances other than cash and cash equivalents 9 443.00 114.70
(v) Other financial assets 10 123.13 106.41
Other assets 11 2,703.71 2,247.53
Total current assets (B) 31,229.80 31,438.39
TOTAL ASSETS (A+B) 1,55,273.44 1,49,721.81
EQUITY AND LIABILITIES
Equity
Equity share capital 12 4,506.60 4,506.60
Other equity 13 5,676.30 21,190.87
Total equity (C) 10,182.90 25,697.47
LIABILITIES
Non-current liabilities
Financial liabilities
(i) Borrowings 14 14,167.74 9,289.73
(ii) Lease liabilities 30 57,015.98 51,522.66
(iii) Other financial liabilities 15 125.68 114.26
Provisions 19 1,459.33 1,392.67
Total non-current liabilities (D) 72,768.73 62,319.32
Current liabilities
Contract liabilities 16 1,162.47 1,175.12
(i) Borrowings 14 29,801.53 20,031.80
(iii) Trade payables 17
- Total outstanding dues of micro enterprises and small enterprises 54.78 73.42
- Total outstanding dues of creditors other than micro enterprises 29,801.45 29,129.69
and small enterprises
(iv) Other financial liabilities 15 2,193.46 2,696.83
Other current liabilities 18 604.56 862.43
Provisions 19 909.67 729.86
Total current liabilities (E) 72,321.81 61,705.02
TOTAL EQUITY AND LIABILITIES (C+D+E) 1,55,273.44 1,49,721.81
The accompanying notes form an integral part of these Standalone Financial Statements.
This is the Standalone Balance Sheet referred to in our report of even date.
For S.R. Batliboi & Co. LLP For and on behalf of Board of Directors
Chartered Accountants
Firm registration number - 301003E/E300005
Navin Agrawal Anuj Singh Shashwat Goenka Sanjiv Goenka

Partner Chief Executive Officer and Director Chairman
Managing Director
Membership number - 056102 DIN: 09547776 DIN: 03486121 DIN: 00074796
Place : Kolkata Place : Kolkata Place : Kolkata
Rahul Nayak Vikash Kumar Agarwal Neelesh Bothra

Whole-time Director Company Secretary Chief Financial Officer
DIN: 06491536
Place : Kolkata
Date : May 22, 2023 Date : May 22, 2023
144
Standalone Statement of Profit AND Loss

For the year ended March 31, 2023
Particulars Notes For the year ended For the year ended
March 31, 2023 March 31, 2022
Income
Revenue from operations 20 2,18,024.90 1,99,961.79
Other income 21 2,990.74 6,748.95
Total Income (I) 2,21,015.64 2,06,710.74
Expenses
Cost of raw materials consumed 22 720.65 676.41
Purchases of stock-in-trade 1,75,961.99 1,59,700.61
Changes in inventories of finished goods and stock-in-trade 23 (49.11) 696.63
Employee benefits expense 24 16,432.45 15,210.71
Other expenses 25 24,515.65 21,928.97
Total Expenses (II) 2,17,581.63 1,98,213.33
Earnings before interest expenses, tax, depreciation and amortisation 3,434.01 8,497.41
(EBITDA) [(I)-(II)]
Depreciation and amortisation expense 26 9,687.32 9,353.05
Finance costs 27 9,070.16 7,600.82
Loss before tax (III) (15,323.47) (8,456.46)
Tax expense
Current tax - -
Deferred tax 33 - -
Loss for the year (IV) (15,323.47) (8,456.46)
Other comprehensive income
Items that will not be reclassified subsequently to Statement of profit
and loss (net of taxes)
Remeasurement of defined benefit plans (net of taxes) 35 (197.90) (315.90)
Other comprehensive income for the year (V) (197.90) (315.90)
Total comprehensive income for the year [(IV)+(V)] (15,521.37) (8,772.36)
Earnings per share - Basic and Diluted 28 (17.00) (9.38)
[Nominal value per equity share ` 5 (March 31, 2022 : ` 5)]
This is the Standalone Statement of Profit and Loss referred to in our report of even date.

Managing Director

DIN: 06491536
Place : Kolkata
Date : May 22, 2023 Date : May 22, 2023
145
Standalone Statement of Changes in Equity

for the year ended March 31, 2023
A. Equity share capital
As at March 31, 2023 As at March 31, 2022

No. of shares ` in Lakhs No. of shares ` in Lakhs
Balance at the beginning of the year 9,01,32,009 4,506.60 9,01,32,009 4,506.60
Balance at the end of the year 9,01,32,009 4,506.60 9,01,32,009 4,506.60
B. Other equity
Reserves and Surplus Total
Capital Retained Securities Share based
reserve earnings Premium payment
reserve
` in Lakhs ` in Lakhs ` in Lakhs ` in Lakhs ` in Lakhs
Balance as at April 01, 2022 55,965.23 (42,004.50) 7,196.57 33.57 21,190.87
Loss for the year - (15,323.47) - - (15,323.47)
Remeasurement of defined benefit plans - (197.90) - - (197.90)
Addition on account of Spencer's Employee - - - 6.80 6.80
Stock Option Plan 2019 (ESOP 2019) (refer
note 37)
Balance as at March 31, 2023 55,965.23 (57,525.87) 7,196.57 40.37 5,676.30

Capital Retained Securities Share based
reserve earnings Premium payment
reserve
` in Lakhs ` in Lakhs ` in Lakhs ` in Lakhs ` in Lakhs
Balance as at April 01, 2021 55,965.23 (33,232.14) 7,196.57 18.63 29,948.29
Loss for the year - (8,456.46) - - (8,456.46)
Remeasurement of defined benefit - (315.90) - - (315.90)
plans
Addition on account of Spencer's - - - 14.94 14.94
Employee Stock Option Plan 2019
(ESOP 2019) (refer note 37)
Balance as at March 31, 2022 55,965.23 (42,004.50) 7,196.57 33.57 21,190.87
This is the Standalone Statement of Changes in Equity referred to in our report of even date.

Managing Director

DIN: 06491536
Place : Kolkata
Date : May 22, 2023 Date : May 22, 2023
146
Standalone STATEMENT OF Cash FlowS

March 31, 2023 March 31, 2022
Operating Activities
Loss before tax (15,323.47) (8,456.46)
Adjustments :
Provision / (Reversal of Provision) for bad & doubtful debts / bad debts 25 6.57 (9.83)
Provision for doubtful store lease deposits 25 46.72 3.13
Provision for obsolete stocks / (reversal) (513.57) 52.80
Finance costs 27 9,070.16 7,600.82
Fair value gain on investments measured at fair value through profit and 21 (84.34) (3,789.15)
loss (FVTPL)
Gain on sale of investments 21 (76.43) (174.96)
Interest income 21 (449.83) (361.71)
Reversal of net liability on termination of lease 21 (1,527.54) (360.66)
Loss on sale of property, plant and equipment (net) 25 80.99 71.63
Covid - 19 related rent concessions 21 (73.14) (532.94)
Cash from operations before working capital changes 843.44 3,395.72
Working capital changes:

Decrease in inventories 548.37 628.91
Decrease in trade receivables 703.65 538.23
Decrease in other financial assets 76.31 178.75
Increase in other assets (463.69) (274.44)
Increase in trade payables 653.12 1,858.98
(Decrease)/increase in financial liabilities (542.40) 122.04
(Decrease)/increase in other current liabilities (257.88) 2.61
(Decrease)/increase in contract liabilities (12.65) 274.48
Increase/(decrease) in provisions 30.42 (589.80)
Cash flow generated from operating activities 1,578.69 6,135.48
Income taxes refund (net) 1,301.95 181.92
Net cash generated from operating activities (A) 2,880.64 6,317.40
Investing Activities
Purchase of property, plant and equipment, including intangible assets, (2,112.11) (1,734.10)
capital work in progress and capital advances
Proceeds from sale of property, plant and equipment 84.59 75.90
Investment in subsidiary companies (1,380.00) (6,570.00)
Investment in alternative investment fund (30.00) (75.00)
Proceeds from alternative investment fund 6.23 143.64
Purchase of mutual fund units (4,501.20) (12,355.00)
Proceeds from sale of mutual fund units 4,668.57 10,363.80
Investment in bank deposits (362.00) (30.00)
Redemption / maturity of bank deposits 142.40 324.78
Interest received 12.44 8.41
Net cash used in investing activities (B) (3,471.08) (9,847.57)
Financing Activities
Payment of lease liabilities (principal) (5,216.00) (5,014.13)
Proceeds from non-current borrowings 9,344.07 8,850.05
Repayment of non-current borrowings (2,366.67) (666.66)
Net movement in current borrowings 7,670.34 3,949.77
Interest paid (9,049.44) (7,485.68)
147
Standalone STATEMENT OF Cash FlowS

for the year ended March 31, 2023 (Contd.)
March 31, 2023 March 31, 2022
Net cash generated from/(used in) financing activities (C) 382.30 (366.65)
Net decrease in cash and cash equivalents (A+B+C) (208.14) (3,896.82)

Cash and cash equivalents at the beginning of the year 1,374.98 5,271.80
Cash and cash equivalents at the end of the year 1,166.84 1,374.98
Components of cash and cash equivalents :
Balance with banks
- In current accounts 518.87 726.38
Balance with credit card, e-wallet companies and others 399.23 368.84
Cash on hand 248.74 279.76
Total cash and cash equivalents (refer note 8) 1,166.84 1,374.98
Change in liabilities arising from financing activities :
` in Lakhs
Particulars As at Cash flows Non-cash As at
April 01, 2022 Inflow/(outflow) changes March 31, 2023
Other Financial Liabilities - Preference Shares (refer note 15) 114.26 - 11.41 125.67
Non current borrowings (includes current maturities of 11,556.40 6,977.40 - 18,533.80
long term borrowings)
Current Borrowings (excludes current maturities of long 17,765.13 7,670.34 - 25,435.47
term borrowings)
Lease Liabilities [refer note 30] 58,528.53 (5,216.00) 11,497.34 64,809.87
` in Lakhs
Other Financial Liabilities - Preference Shares 103.87 - 10.39 114.26
Current Borrowings (excludes current maturities of long 13,815.36 3,949.77 - 17,765.13
term borrowings)
This is the Standalone Cash Flow Statement referred to in our report of even date.

Managing Director

DIN: 06491536
Place : Kolkata
Date : May 22, 2023 Date : May 22, 2023
148
Notes to Standalone financial statements

as at and for the year ended March 31, 2023
1. Corporate Information -
Certain Financial Assets and Liabilities (refer

Spencer’s Retail Limited (“the Company”) was accounting policy regarding Financial
incorporated as a public limited company under the Instruments);
provisions of the Companies Act, 2013 (“the Act”), - Defined Employee Benefit Plans
pursuant to the certificate of incorporation dated
(c) Functional and presentation currency
February 8, 2017, under the corporate identity number
L74999WB2017PLC219355 having its registered These financial statements are presented in Indian
office at Duncan House, 31, Netaji Subhas Road, Rupee (`), which is also the Company’s functional
Kolkata - 700001. The name of the Company was currency. All amounts have been rounded off to the
changed from “RP-SG Retail Limited” to “Spencer’s nearest Lakhs, unless otherwise indicated.
Retail Limited” vide certificate of incorporation
(d) Use of estimates and judgments
pursuant to change of name issued by the Registrar

The preparation of the financial statements in
of Companies, Kolkata dated December 13, 2018.
conformity with Ind AS requires management to
The Company is primarily engaged in developing,
make judgments, estimates and assumptions that
conducting and promoting organised retail and
affect the application of accounting policies and
operates departmental and neighbourhood stores
the reported amounts of assets, liabilities, income,
under various formats across the country.
expenses and disclosures of contingent assets and
2.1 Basis of preparation liabilities at the date of these financial statements and
(a) Statement of compliance the reported amounts of revenues and expenses for
the years presented. These judgments and estimates
The financial statements of the Company have been
are based on management’s best knowledge of the
prepared in accordance with Indian Accounting
relevant facts and circumstances, having regard to
Standards (Ind AS) notified under the Companies
previous experience, but actual results may differ
(Indian Accounting Standards) Rules, 2015 (as
materially from the amounts included in the financial
amended from time to time) and presentation
statements.
requirements of Division II of Schedule III to the
Companies Act, 2013, (Ind AS compliant Schedule Estimates and underlying assumptions are reviewed
III), as applicable to the Standalone Ind AS financial on an ongoing basis. Revisions to accounting
statements. estimates are recognised in the years in which the

Accordingly, the Company has prepared these estimate is revised and future years affected.
Standalone financial statements which comprises the The information about significant areas of estimation
Balance Sheet as at March 31, 2023, the Statement uncertainty and critical judgments in applying
of Profit and Loss, the Cash Flows statement and the accounting policies that have the most significant
Statement of Changes in Equity for the year ended effect on the amounts recognised in the financial
as on that date, and accounting policies and other statements are as given below:
explanatory information (together hereinafter referred
(i) Useful life and residual value of property, plant
to as “Standalone financial statements” or “financial
and equipment and intangible assets - Note 2.2
statements”).
(c), (e), 3 & 4
These financial statements have been prepared in
(ii)
Determining the fair values of investments -
accordance with the accounting policies, set out
Note 2.2(g) & 6
below and were consistently applied to all periods
presented unless otherwise stated. (iii)
Recognition and measurement of provisions
and contingencies: key assumptions about
These financial statements of the Company for
the likelihood and magnitude of an outflow of
the year ended March 31, 2023 were approved for
resources - Note 2.2 (j), 19 & 29(a)
issuance in accordance with the resolution passed by
the Board of Directors on May 22, 2023. (iv) Measurement of defined benefit obligations: key
actuarial assumptions - Note 2.2(i) & 35
(b) Basis of measurement
(v) Impairment of financial assets: key assumptions
The financial statements have been prepared on
used in estimating recoverable cash flows - Note
accrual basis under historical cost convention, except
2.2 (g) & 38
for the following assets and liabilities, which had been
measured at fair value as required by the relevant Ind (vi) Non recognition of deferred tax assets - Note 2.2
AS: (q) & 33
149

as at and for the year ended March 31, 2023 (Contd.)
(vii) Discounting rate and lease term for accounting (c) Property, plant and equipment (PPE)
of Right-of-use assets and lease liabilities under
Recognition and measurement
Ind AS 116 - Note 2.2(p) & 30
Items of property, plant and equipment are stated at

2.2 Significant accounting policies cost less accumulated depreciation and accumulated
(a) Current and non-current classification impairment losses, if any.
An asset is treated as current when it is:

The cost of an item of property, plant and
equipment comprises its purchase price inclusive of
- Expected to be realised or intended to be sold or
nonrefundable duties and taxes, incidental expenses,
consumed in normal operating cycle or
erection/commissioning expenses, borrowing cost,
- Held primarily for the purpose of trading or
any directly attributable cost of bringing the item to
- Expected to be realised within twelve months its working condition for its intended use and costs of
after the reporting period, or dismantling and removing the item and restoring the
- Cash or cash equivalent unless restricted from site on which it is located. Trade discounts and rebates
being exchanged or used to settle a liability for are deducted from the purchase price. Expenditure
at least twelve months after the reporting period incurred in setting up of stores are capitalised as a
All other assets are classified as non-current. part of lease hold improvements.
A liability is current when:

A fixed asset is eliminated from the financial
statements on disposal or when no further benefit
- It is expected to be settled in normal operating
is expected from its use and disposal. Any gain or
cycle or
loss on disposal of an item of property, plant and
- It is held primarily for the purpose of trading or equipment is recognised in Statement of Profit and
- It is due to be settled within twelve months after Loss.
the reporting period, or
Depreciation methods, estimated useful lives and
- There is no unconditional right to defer the residual value
settlement of the liability for at least twelve

Depreciation is calculated using the straight line
months after the reporting period
method to allocate their cost, net of their residual
The terms of the liability that could, at the option of values on the basis of useful lives prescribed in
the counterparty, result in its settlement by the issue Schedule II to the Act and based on management’s
of equity instruments do not affect its classification. estimate of useful lives. The management believes
The Company classifies all other liabilities as non- that these estimated useful lives are realistic and
current. reflect fair approximation of the period over which
Deferred tax assets and liabilities are classified as non- the assets are likely to be used. Expenditure in respect
current assets and liabilities respectively. of improvements, etc. carried out at the rented
/ leased premises are depreciated over the initial
(b) Foreign currency transactions
period of lease or useful life of assets, whichever is

Transactions in foreign currencies are translated lower. The residual values, useful lives and methods
into the functional currency of the Company at the of depreciation of property, plant and equipment
exchange rates prevailing at the date of the transaction. are reviewed at each financial year end and adjusted
Monetary assets and liabilities denominated in foreign prospectively, if appropriate.
currencies are translated into the functional currency
Depreciation is calculated on a straight line basis using
at the exchange rate prevailing at the reporting date.
the rates arrived based on the useful lives estimated
Non-monetary assets and liabilities that are measured
by the management, which are as follows:
at fair value in a foreign currency are translated into
the functional currency at the exchange rate when the Class of assets Management estimate of
fair value was determined. Non-monetary assets and useful life
liabilities that are measured based on historical cost in Computer hardware 3 to 6 years
a foreign currency are translated at the exchange rate Furniture and fixtures 3 to 15 years
at the date of initial transaction. Exchange differences Vehicles 5 years
Office equipments 5 years
are recognised in the Statement of Profit and Loss in
Plant and machineries 15 to 25 years
the year in which they arise.
150

Based on the internal assessment carried out by the he useful lives of intangible assets are assessed as
T
in-house technical team, management believes that either finite or indefinite. Finite life intangible assets
the residual value and useful lives as given above are amortised using straight line method over the
best represents the period over which management period of their expected useful lives. Estimated useful
expects to use these assets. Hence, the useful lives lives of intangible assets are as follows:
for these assets are different from the useful lives
as prescribed under part C of schedule II of the Class of assets Management estimate of
useful life
Companies Act 2013
Computer softwares 6 years
Capital work in progress (CWIP) Know-how and licenses 10 years
Designs 3 years
Capital work-in-progress includes cost of property,
Brand Indefinite life
plant and equipment under installation / under
development net off impairment loss, if any, as at the An intangible asset is derecognised upon disposal (i.e.,
balance sheet date. Directly attributable expenditure at the date the recipient obtains control) or when no
incurred on project under implementation are shown future economic benefits are expected from its use or
under CWIP. At the point when an asset is capable of disposal. Any gain or loss arising upon derecognition
operating in the manner intended by management, of the asset (calculated as the difference between the
the capital work in progress is transferred to net disposal proceeds and the carrying amount of the
the appropriate category of property, plant and asset) is included in the statement of profit and loss,
equipment. when the asset is derecognised.
(d) Impairment of non-financial assets Intangible assets with finite lives are amortised over
The carrying amount of assets is reviewed at each
the useful economic life and assessed for impairment
balance sheet date, to determine if there is any whenever there is an indication that the intangible
indication of impairment based on the internal/ asset may be impaired. The amortisation period and
external factors. An impairment loss is recognised the amortisation method for an intangible asset with
wherever the carrying amount of assets exceeds a finite useful life are reviewed at least at the end
its recoverable amount which is the greater of net of each reporting period. Changes in the expected
selling price and value in use of the respective assets. useful life or the expected pattern of consumption
In assessing the value in use, the estimated future of future economic benefits embodied in the asset
cash flows are discounted to their present value are considered to modify the amortisation period or
using a pre-tax discount rate that reflects current
method, as appropriate, and are treated as changes in
market assessment of the time value of money and
accounting estimates.
risk specific to the asset. For the purpose of assessing
impairment, assets are grouped at the lowest levels Intangible assets with indefinite useful lives are not
for which there are separately identifiable cash flows. amortised, but are tested for impairment annually.
The assessment of indefinite life is reviewed annually
(e) Intangible assets
to determine whether the indefinite life continues to
Intangible assets acquired separately are measured be supportable. If not, the change in useful life from
on initial recognition at cost, which includes purchase indefinite to finite is made on a prospective basis.
price and any cost directly attributable to bringing the
asset to the conditions necessary for it to be capable (f) Inventories
of operating in the manner intended by management. Inventories of traded goods, finished goods and
Following initial recognition, intangible assets are packing materials are valued at lower of cost and net
carried at cost less any accumulated amortisation realisable value. Cost of inventories comprises costs
and accumulated impairment losses, if any. of purchase and other costs incurred in bringing the
All relatable expenditure incurred with respect to inventories to their present condition and location.
developing designs which are capable of being Cost is determined under moving weighted average
used for more than one season are capitalised and method. Costs of purchased inventory are determined
amortised over the useful period of the design. after deducting rebates and discounts.
151


Raw materials are valued at lower of cost and net In order for a financial asset to be classified and
realisable value. However, materials held for use measured at amortised cost or fair value through
in production of inventories are not written down OCI, it needs to give rise to cash flows that are
below cost if the finished products in which they will ‘solely payments of principal and interest (SPPI)’ on
be incorporated are expected to be sold at or above the principal amount outstanding. This assessment is
cost. Cost is determined on a weighted average basis. referred to as the SPPI test and is performed at an
Obsolete, slow moving and damaged stock is valued instrument level. Financial assets with cash flows
at lower of cost less provision and net realisable that are not SPPI are classified and measured at fair
value. Such inventories are identified from time to value through income statement, irrespective of the
time and where necessary a provision is made for business model.
such inventories.
The Company’s business model for managing
Net realisable value is the estimated selling price in financial assets refers to how it manages its financial
the ordinary course of business, less estimated cost assets in order to generate cash flows. The business
necessary to make the sale. model determines whether cash flows will result
from collecting contractual cash flows, selling the
(g) Financial instruments
financial assets, or both. Financial assets classified
A financial instrument is any contract that gives rise to and measured at amortised cost are held within a
a financial asset of one entity and a financial liability or business model with the objective to hold financial
equity instrument of another entity. assets in order to collect contractual cash flows while
Financial Assets financial assets classified and measured at fair value
through OCI are held within a business model with
Initial recognition and measurement the objective of both holding to collect contractual
Financial assets are classified, at initial recognition, as cash flows and selling.
subsequently measured at amortised cost, fair value
Subsequent measurement
through other comprehensive income (FVOCI), and
fair value through profit or loss (FVTPL).
For purposes of subsequent measurement, financial
assets are classified in three categories:

The classification of financial assets at initial
recognition depends on the financial asset’s • Financial assets at amortised cost
contractual cash flow characteristics and the • Financial assets designated at fair value through
Company’s business model for managing them. With OCI (equity instruments)
the exception of trade receivables that do not contain • Financial assets at fair value through profit or loss
a significant financing component or for which the (FVTPL)
Company has applied the practical expedient, the
Financial assets at amortised cost
Company initially measures a financial asset at its
fair value plus, in the case of a financial asset not at A ‘financial asset’ is measured at the amortised cost if

fair value through profit or loss, transaction costs. both the following conditions are met:
Trade receivables that do not contain a significant a)
The asset is held within a business model
financing component or for which the Company has whose objective is to hold assets for collecting
applied the practical expedient are measured at the contractual cash flows, and
transaction price determined under Ind AS 115. b)
Contractual terms of the asset give rise on
Upon initial recognition, the Company can elect to specified dates to cash flows that are solely
classify irrevocably its equity investments as equity payments of principal and interest (SPPI) on the
instruments designated at fair value through OCI principal amount outstanding.
when they meet the definition of equity under Ind After initial measurement, such financial assets are
AS 32 Financial Instruments: Presentation and are subsequently measured at amortised cost using the
not held for trading. The classification is determined effective interest rate (EIR) method. Amortised cost
on an instrument-by-instrument basis. Equity is calculated by taking into account any discount or
instruments which are held for trading and contingent premium on acquisition and fees or costs that are
consideration recognised by an acquirer in a business an integral part of the EIR. The EIR amortisation is
combination to which Ind AS103 applies are classified included in finance income in the profit or loss. The
as at FVTPL. losses arising from impairment are recognised in
152

the profit or loss. The Company’s financial assets at Impairment of financial assets
amortised cost includes trade receivables, loans and The Company recognises an allowance for expected
other financial assets. credit losses (ECLs) for all debt instruments not held at
Financial assets designated at fair value through fair value through profit or loss. ECLs are based on the
OCI (equity instruments) difference between the contractual cash flows due in
accordance with the contract and all the cash flows

Gains and losses on these financial assets are never that the Company expects to receive, discounted
recycled to profit or loss. Dividends are recognised as at an approximation of the original effective interest
other income in the statement of profit and loss when rate. The expected cash flows will include cash
the right of payment has been established, except flows from the sale of collateral held or other credit
when the Company benefits from such proceeds as enhancements that are integral to the contractual
a recovery of part of the cost of the financial asset, in terms.
which case, such gains are recorded in OCI. Equity
In accordance with Ind AS 109, the Company assesses
instruments designated at fair value through OCI are
on a forward-looking basis the expected credit loss
not subject to impairment assessment.
associated with its assets carried at amortised cost.
The Company elected to classify irrevocably its equity The Company considers a financial asset in default
investments in subsidiaries under this category. when contractual payments are due for a period
Financial assets at fair value through profit or loss
greater than a predefined period as per management
(FVTPL): policy. However, in certain cases, the Company
Financial assets at fair value through profit or loss

may also consider a financial asset to be in default
are carried in the balance sheet at fair value with net when internal or external information indicates that
changes in fair value recognised in the statement of the Company is unlikely to receive the outstanding
profit and loss. contractual amounts in full before taking into account
any credit enhancements held by the Company.
This category includes investments in units of mutual
A financial asset is written off when there is no
funds, alternative investment fund. It also includes
reasonable expectation of recovering the contractual
equity investments which the Company had not
cash flows.
irrevocably elected to classify at fair value through
OCI. Dividends on equity investments are recognised Financial Liabilities
in the statement of profit and loss when the right of
All financial liabilities are recognised initially at fair
payment has been established. value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs.
Derecognition:
After initial recognition, Interest-bearing loans and

A financial asset is primarily derecognised (i.e. borrowings are measured at amortised cost using the
removed from the Company’s balance sheet) when: Effective Interest Rate (EIR) method. Gains and losses
- The rights to receive cash flows from the asset are recognised in profit or loss when the liabilities are
have expired, or derecognised as well as through the EIR amortisation
process.
- The Company has transferred its rights to receive
cash flows from the asset or has assumed an Amortised cost is calculated by taking into account
obligation to pay the received cash flows in full any discount or premium on acquisition and fees
without material delay to a third party under a or costs that are an integral part of the EIR. The
‘pass-through’ arrangement; and either (a) the EIR amortisation is included as finance costs in the
Company has transferred substantially all the statement of profit and loss.
risks and rewards of the asset, or (b) the Company A financial liability is derecognised when the obligation
has neither transferred nor retained substantially under the liability is discharged or cancelled or
all the risks and rewards of the asset, but has expires.
transferred control of the asset. In that case, the
Offsetting financial instruments
Company also recognises an associated liability.
The transferred asset and the associated liability Financial assets and liabilities are off set and the net
are measured on a basis that reflects the rights amount is reported in the balance sheet where there
and obligations that the Company has retained. is a legally enforceable right to offset the recognised
153

amounts and there is an intention to settle on a financial statements on a recurring basis, the Company
net basis or realise the asset and settle the liability determines whether transfers have occurred between
simultaneously. The legally enforceable right must levels in the hierarchy by re-assessing categorisation
not be contingent on future events. (based on the lowest level input that is significant to
the fair value measurement as a whole) at the end of
Fair value measurement
each reporting period.
The Company measures financial instruments, such

The management determines the policies and
as, equity share, mutual funds etc. at fair value at each
procedures for both recurring fair value measurement,
balance sheet date.
such as unquoted financial assets measured at fair
Fair value is the price that would be received to sell value, etc.
an asset or paid to transfer a liability in an orderly
transaction between market participants at the (h) Cash and cash equivalents
measurement date. The fair value measurement is
Cash and cash equivalent (including for Statement of
based on the presumption that the transaction to sell Cash Flows) comprise cash at banks, cash on hand
the asset or transfer the liability takes place either: and short-term deposits with an original maturity
- In the principal market for the asset or liability, or of less than three months, which are subject to an
- In the absence of a principal market, in the most insignificant risk of changes in value.
advantageous market for the asset or liability (i) Employee benefits
The principal or the most advantageous market must
Short-term employee benefits
be accessible by the Company.

Short-term employee benefit obligations are
The fair value of an asset or a liability is measured
measured on an undiscounted basis and are
using the assumptions that market participants would
expensed as and when the related services are
use when pricing the asset or liability, assuming
provided. A liability is recognised for the amount
that market participants act in their economic best
expected to be paid, if the Company has a present
interest.
legal or constructive obligation to pay this amount as
A fair value measurement of a non-financial asset a result of past service provided by the employee, and
takes into account a market participant’s ability to the amount of obligation can be estimated reliably.
generate economic benefits by using the asset in its
highest and best use or by selling it to another market Defined contribution plans
participant that would use the asset in its highest and A defined contribution plan is a post-employment
best use. benefit plan under which an entity pays a fixed
The Company uses valuation techniques that are contribution and will have no legal or constructive
appropriate in the circumstances and for which obligation to pay further amounts. Obligations for
sufficient data are available to measure fair value, contributions to provident and superannuation fund
maximising the use of relevant observable inputs and are recognised as an employee benefit expense in
minimising the use of unobservable inputs. Statement of Profit and Loss when the contributions
to the respective funds are due.

All assets and liabilities for which fair value is
measured or disclosed in the financial statements are Defined benefit plans
categorised within the fair value hierarchy, described A defined benefit plan is a post-employment benefit
as follows, based on the lowest level input that is plan other than a defined contribution plan. The
significant to the fair value measurement as a whole: Company’s gratuity benefit scheme is a defined
Level 1 — Quoted (unadjusted) market prices in active benefit plan. The Company’s net obligation in respect
markets for identical assets or liabilities of defined benefit plans is calculated by estimating

Level 2 — Valuation techniques for which the the amount of future benefit that employees have
lowest level input that is significant to the fair value earned in the current and prior periods, discounting
measurement is directly or indirectly observable that amount and deducting the fair value of any plan
assets.

Level 3 — Valuation techniques for which the
lowest level input that is significant to the fair value
The calculation of defined benefit obligation is
measurement is unobservable performed annually by a qualified actuary using the
projected unit credit method. When the calculation
For assets and liabilities that are recognised in the
results in a potential asset for the Company, the
154

recognised asset is limited to the present value that will eventually vest, with a corresponding
of economic benefits available in the form of any increase in equity at the end of year. At the end of
future refunds from the plan or reductions in future each year, the Company revisits its estimate of the
contributions to the plans. number of equity instruments expected to vest and

Remeasurements, comprising of actuarial gains recognises any impact in profit or loss, such that the
and losses, the effect of the asset ceiling, excluding cumulative expense reflects the revised estimate,
amounts included in net interest on the net defined with a corresponding adjustment to the share based
benefit liability and the return on plan assets (excluding payment reserve. Any unappropriated shares which
amounts included in net interest on the net defined are not backed by grants, and acquired through
benefit liability), are recognised immediately in the secondary acquisition by the trust, are appropriated
balance sheet with a corresponding debit or credit to within a reasonable period of time.
retained earnings through OCI in the period in which The Company has created an Employee Benefit Trust
they occur. Remeasurements are not reclassified to for providing share-based payment to its eligible
profit or loss in subsequent periods. Past service costs employees. The Company uses the Trust as a vehicle
are recognised in profit or loss on the earlier of: for distributing shares to eligible employees under the
- The date of the plan amendment or curtailment, Employee Stock Option Plan, 2019. The Trust buys
and shares of the Company from the market, for giving
shares to eligible employees. The Company treats
- The date that the Company recognises related
Trust as separate entity controlled by the Company.
restructuring costs
Net interest is calculated by applying the discount (j) Provisions (other than for employee benefits)
rate to the net defined benefit liability or asset. The A provision is recognised if, as a result of a past event,
Company recognises the following changes in the the Company has a present legal or constructive
net defined benefit obligation as an expense in the obligation that can be estimated reliably, and it is
statement of profit and loss: probable that an outflow of economic benefits will
-
Service costs comprising current service be required to settle the obligation. The amount
costs, past-service costs, gains and losses on recognised as a provision is the best estimate of the
curtailments and non-routine settlements; and expenditure required to settle the present obligation
at the balance sheet date, taking into account the
- Net interest expense or income
risks and uncertainties surrounding the obligation.
Compensated absences
In an event when the time value of money is material,
The employees of the Company are entitled to the provision is carried at the present value of the
compensated absences which are both accumulating cash flows estimated to settle the obligation.
and non-accumulating in nature. The expected cost

When the Company expects some or all of a
of accumulating compensated absences is measured
provision to be reimbursed, for example, under an
on the basis of an independent actuarial valuation
insurance contract, the reimbursement is recognised
using the projected unit credit method, for the
as a separate asset, but only when the reimbursement
unused entitlement that has accumulated as at the
is virtually certain. The expense relating to a provision
balance sheet date. Non-accumulating compensated
is presented in the statement of profit and loss net of
absences are recognised in the period in which the
any reimbursement.
absences occur.
Decommissioning liability
Share-based payment arrangement
Decommissioning costs are provided at the present
Equity-settled
share-based payments to eligible
value of expected costs to settle the obligation using
employees of the Company are measured at the fair
estimated cash flows and are recognised as part of
value of the equity instruments/option at the grant
the cost of the particular asset. The unwinding of the
date. Details regarding the determination of the fair
discount is expensed as incurred and recognised in
value of equity-settled share-based transactions are
the statement of profit and loss as a finance cost.
set out in Note 37. The fair value determined at the
The estimated future costs of decommissioning
grant date of the equity settled share-based payments
are reviewed annually and adjusted as appropriate.
to eligible employees of the Company is expensed
Changes in the estimated future costs or in the
on a straight-line basis over the vesting period, based
discount rate applied are added to or deducted from
on the Company’s estimate of equity instruments
155

the cost of the asset. does not pass to the Company till the product is
sold. At the time of sale of such inventory, the sales
(k) Contingent liabilities
value along with the cost of inventory is disclosed
A contingent liability is a possible obligation that

separately as sale of goods and cost of goods sold
arises from a past event, with the resolution of the
and forms part of Revenue in the Statement of Profit
contingency dependent on uncertain future events,
and Loss, only the net revenue earned i.e. margin is
or a present obligation that is not recognised because
recorded as a part of revenue. Thus, the Company is
it is not probable that an outflow of resources will
an agent and records revenue at the net amount that
be required to settle the obligation. A contingent
it retains for its agency services.
liability also arises in extremely rare cases where
there is a liability that cannot be recognised because Contract liabilities
it cannot be measured reliably. The Company does A contract liability is recognised if a payment is
not recognise a contingent liability but discloses its received or a payment is due (whichever is earlier)
existence in the financial statements. from a customer before the Company transfers the
related goods or services. Contract liabilities are
(l) Revenue from operations
recognised as revenue when the Company performs
Revenue from contracts with customers is recognised

under the contract (i.e., transfers control of the related
when control of the goods or services are transferred
goods or services to the customer).
to the customer at an amount that reflects the
consideration to which the Company expects to be Other operating revenue
entitled in exchange for those goods or services. Other operating revenue mainly represents recoveries

The following specific recognition criteria must also made on account of advertisement for use of space
be met before revenue is recognised: by the customers and other expenses recovered from
suppliers. These are recognised and recorded over
Sale of goods
time or at the point in time based on the arrangements
Revenue from sale of goods is recognised on delivery with concerned parties.
of merchandise to the customer, when the property
(m) Interest income
in the goods is transferred for a price, and significant
risks and rewards have been transferred and no Interest
income is recognised based on time
effective ownership control is retained. Revenue proportion basis considering the amount outstanding
towards satisfaction of a performance obligation is and using the effective interest rate (EIR). Interest
measured at the amount of transaction price allocated income is included as other income in the Statement
to that performance obligation. Amounts disclosed of Profit and Loss.
as revenue are, net of returns and allowances, trade (n) Expenses
discounts, volume rebates, Goods and Services
All expenses are accounted for on accrual basis.

tax (GST) and amounts collected on behalf of third
parties. (o) Government grants
Where the Company is the principal in the transaction, Government grants are recognised where there is

the sales are recorded at their gross values. Where the reasonable assurance that the grant will be received,
Company is effectively the agent in the transaction, and all attached conditions will be complied with.
the cost of the merchandise is disclosed as a When the grant relates to an expense item, it is
deduction from the gross value. recognised as income on a systematic basis over the

The Company considers whether there are periods that the related costs, for which it is intended
other promises in the contract that are separate to compensate, are expensed.
performance obligations to which a portion of the (p) Leases
transaction price needs to be allocated. Any amounts
Ind AS 116 requires lessees to determine the lease term

received for which the Company does not have any
as the non-cancellable period of a lease adjusted with
separate performance obligation are considered as a
any option to extend or terminate the lease, if the use
reduction of purchase costs.
of such option is reasonably certain. The Company
The Company has contracts with concessionaire makes an assessment on the expected lease term on
whereby it facilitates in the sale of products of these a lease-by-lease basis and thereby assesses whether
concessionaires. The inventory of the concessionaire it is reasonably certain that any options to extend or
terminate the contract will be exercised. In evaluating
156

the lease term, the Company considers factors the lease term. Right-of-use assets are evaluated
such as any significant leasehold improvements for recoverability whenever events or changes in
under taken over the lease term, costs relating to circumstances indicate that their carrying amounts
the termination of the lease and the importance may not be recoverable. For the purpose of
of the underlying asset to its operations taking into impairment testing, the recoverable amount (i.e. the
account the location of the underlying asset and the higher of the fair value less cost to sell and the value-
availability of suitable alternatives. The lease term in in-use) is determined on an individual asset basis
future periods is reassessed to ensure that the lease unless the asset does not generate cash flows that
term reflects the current economic circumstances. are largely independent of those from other assets.
In such cases, the recoverable amount is determined
The Company as a lessee
for the Cash Generating Unit (CGU) to which the
The Company’s lease asset classes primarily consist

asset belongs.
of leases for store. The Company assesses whether
The lease liabilities are initially measured at the
a contract contains a lease, at the inception of a
present value of the future lease payments. The
contract. A contract is, or contains, a lease if the
lease payments include fixed payments (including in
contract conveys the right to control the use of an
substance fixed payments) less any lease incentives
identified asset for a period of time in exchange for
receivable and amounts expected to be paid under
consideration. To assess whether a contract conveys
residual value guarantees. Variable lease payments
the right to control the use of an identified asset, the
that do not depend on an index or a rate are
Company assesses whether: (i) the contract involves
recognised as expense.
the use of an identified asset (ii) The Company has
substantially all of the economic benefits from use of The lease payments are discounted using the interest
the asset through the period of the lease and (iii) the rate implicit in the lease or, if not readily determinable,
Company has the right to direct the use of the asset. using the incremental borrowing rates for similar term
of borrowing as the leases, for the Company. After the
At the date of commencement of the lease, the
commencement date, the amount of lease liabilities
Company recognises a right-of-use assets (ROU)
is increased to reflect the accretion of interest and
and a corresponding lease liability for all lease
reduced for the lease payments made. In addition,
arrangements, in which it is a lessee, except for leases
the carrying amount of lease liabilities is remeasured
with a term of twelve months or less (short-term
if there is a modification, a change in the lease term,
leases) and non-lease components (like maintenance
a change in the lease payments (e.g., changes to
charges, etc.). For these short-term leases and non-
future payments resulting from a change in an index
lease components, the Company recognises the
or rate used to determine such lease payments) or a
lease rental payments as an operating expense.
change in the assessment of an option to purchase
Certain lease arrangements includes the options to the underlying asset.
extend or terminate the lease before the end of the
Lease liability and ROU asset have been separately
lease term. ROU assets and lease liabilities includes
presented in the Balance Sheet and lease payments
these options when it is reasonably certain that they
have been classified as financing cash flows.
will be exercised.
The right-of-use assets are initially recognised at Short-term leases
cost, which comprises the initial amount of the lease The Company applies the short-term lease recognition
liability adjusted for any lease payments made at or exemption to its short-term leases (i.e., those leases
prior to the commencement date of the lease plus that have a lease term of 12 months or less from the
any initial direct costs less any lease incentives. They commencement date and do not contain a purchase
are subsequently measured at cost less accumulated option). Lease payments on short-term lease is
depreciation and impairment losses and adjusted for recognised as expense on a straight-line basis over
any remeasurement of lease liabilities. The present the lease term.
value of the expected cost to be incurred on removal
Company as a lessor
of assets at the time of store closure (referred as
“Decommissioning liability”) is included in the cost of Leases for which the Company is a lessor is classified

right-of-use assets. as a finance or operating lease. Whenever the terms

of the lease transfer substantially all the risks and

Right-of-use assets are depreciated from the
rewards of ownership to the lessee, the contract
commencement date on a straight-line basis over
157

is classified as a finance lease. All other leases are Sheet date.

classified as operating leases. Deferred tax assets are recognised for all deductible
Covid-19-Related Rent Concessions temporary differences, the carry forward of unused
tax credits and any unused tax losses, to the extent
The amendments provide relief to lessees from
that it is probable that taxable profit will be available
applying Ind AS 116 guidance on lease modification
against which the deductible temporary differences,
accounting for rent concessions arising as a direct
and the carry forward of unused tax credits and
consequence of the Covid-19 pandemic. As a practical
unused tax losses can be utilised.,
expedient, a lessee may elect not to assess whether
a Covid-19 related rent concession from a lessor is a
The carrying amount of deferred tax assets is
lease modification. A lessee that makes this election reviewed at each Balance Sheet date and reduced to
accounts for any change in lease payments resulting the extent that it is no longer probable that sufficient
from the Covid-19 related rent concession the same taxable profit will be available to allow all or part of
way it would account for the change under Ind AS the deferred tax asset to be utilised. Unrecognised
116, if the change were not a lease modification. deferred tax assets are re-assessed at each reporting
The amendments are applicable for annual reporting date and are recognised to the extent that it has
periods beginning on or after April 01, 2021. become probable that future taxable profits will allow
the deferred tax asset to be recovered.
MCA issued an amendment to Ind AS 116 Covid-19
related Rent Concessions beyond 30 June 2021 to Deferred tax liabilities are recognised for all taxable
update the condition for lessees to apply the relief temporary differences.
to a reduction in lease payments originally due on Deferred tax assets and liabilities are offset when there
or before 30 June 2022 from 30 June 2021. The is legally enforceable right to offset current tax assets
company has applied this amendment to annual and liabilities and when the deferred tax balances
reporting periods beginning on or after 1 April 2021 in relate to the same taxation authority. Current tax
respect of lease agreements where negotiations have assets and tax liabilities are offset where the entity has
been completed and accounted the unconditional a legally enforceable right to offset and intends either
rent concessions as per Note 30. to settle on net basis, or to realise the asset and settle
the liability simultaneously.
(q) Income tax
(r) Business combination
Current Tax
Business combination involving entities or businesses

Current income tax assets and liabilities are measured under common control are accounted for using
at the amount expected to be recovered from or the pooling of interest method whereby the assets
paid to the taxation authorities. The tax rates and tax and liabilities of the combining entities / business
laws used to compute the amount are those that are are reflected at their carrying value and necessary
enacted or substantively enacted, at the reporting adjustments, if any, have been given effect to as per
date. the scheme approved by National Company Law
Current income tax relating to items recognised Tribunal.
outside profit or loss is recognised outside profit or (s) Compound instrument - non-cumulative non-
loss (either in other comprehensive income or in convertible redeemable preference shares
equity). Management periodically evaluates positions

Non-cumulative non-convertible redeemable
taken in the tax returns with respect to situations
preference shares where payment of dividend is
in which applicable tax regulations are subject to
discretionary and which are mandatorily redeemable
interpretation and establishes provisions where
on a specific date, are classified as compound
appropriate.
instruments. The fair value of liabilities portion is
Deferred tax determined by discounting amount repayable at
Deferred tax is provided on temporary differences maturity using market rate of interest. Difference
between the tax bases and accounting bases of between proceed received and fair value of liability
assets and liabilities at the tax rates and laws that have on initial recognition is included in equity, net
been enacted or substantively enacted at the Balance
158

of tax effects and not measured subsequently. (w) Cash flow Statement
Liability component of non-convertible redeemable Cash flows are reported using the indirect method,

preference shares are subsequently measured at whereby profit for the period is adjusted for the effects
amortised cost. The interest on these non-convertible of transactions of a non-cash nature, any deferrals or
accruals of past or future operating cash receipts or
redeemable preference shares are recognised in
payments and item of income or expenses associated
profit or loss as finance costs.
with investing or financing cash flows. The cash flows
(t) Segment reporting from operating, investing and financing activities of
the Company are segregated.
Operating segments are reported in a manner

consistent with the internal reporting provided to the (x) Measurement of EBITDA
chief operating decision maker. The Company has elected to present Earnings

(including interest income) before Interest expense,
(u) Borrowing cost tax, depreciation and amortisation (EBITDA) as a
Borrowing
costs directly attributable to the separate line item on the face of the Statement of
Profit and Loss.
acquisition, construction or production of an asset
that necessarily takes a substantial period of time to (y) New and amended standards
get ready for its intended use or sale are capitalised Amendments and interpretations as outlined below
as part of the cost of the asset. All other borrowing apply for the year ended March 31, 2023, but do not
have an impact on the Financial Statements.
costs are expensed in the period in which they occur.
Borrowing costs consist of interest and other costs a. Ind AS 109: Financial Instruments- Fees in the
’10 per cent’ test for derecognition of financial
that an entity incurs in connection with the borrowing
liabilities
of funds.
b.
Ind AS 101: First-time Adoption of Indian
(v) Earnings per share Accounting Standards- Subsidiary as a first-time
adopter
Basic earnings per share is calculated by dividing

c. Ind AS 103: Business combinations
the net profit or loss for the period attributable to
equity shareholders of the Company by the weighted d.
Ind AS 16: Property, Plant and Equipment :
Proceeds before Intended Use
average number of equity shares outstanding during
e. Ind AS 37: Onerous Contracts – Costs of Fulfilling
the period. For the purpose of calculating diluted
a Contract
earnings per share, the net profit or loss, for the
f. Ind AS 41: Agriculture – Taxation in fair value
period attributable to equity shareholders of the
measurements
Company and the weighted average number of
The Company has not early adopted any standards
shares outstanding during the period are adjusted for or amendments that have been issued but are not yet
the effects of all dilutive potential equity shares. effective.
159

3. Property, plant and equipment
` in Lakhs
Leasehold Plant and Computer Vehicles Furniture Office Total
improvements machineries hardwares and fixtures equipments
Gross carrying amount
As at March 31, 2021 13,235.09 5,977.06 2,634.72 19.55 8,786.92 162.58 30,815.92
Additions during the year 735.34 110.12 106.16 - 443.05 8.54 1,403.21
Disposals during the year 128.92 260.78 42.17 - 205.40 13.74 651.01
As at March 31, 2022 13,841.51 5,826.40 2,698.71 19.55 9,024.57 157.38 31,568.12
Additions during the year 1,170.39 331.08 244.66 - 543.50 29.61 2,319.24
As at March 31, 2023 14,802.96 5,956.93 2,896.19 19.55 9,134.60 176.05 32,986.28
Accumulated depreciation
As at March 31, 2021 6,598.49 2,650.28 1,982.64 19.02 4,814.85 62.40 16,127.68
Depreciation for the year (refer 1,247.92 566.06 196.06 - 729.57 6.67 2,746.28
note 26)
Disposals for the year 122.90 169.27 38.38 - 162.07 13.05 505.67
As at March 31, 2022 7,723.51 3,047.07 2,140.32 19.02 5,382.35 56.02 18,368.29
Depreciation for the year (refer 998.17 573.62 211.60 - 763.70 10.07 2,557.16
note 26)
As at March 31, 2023 8,548.69 3,474.32 2,307.08 19.02 5,785.14 55.70 20,189.95
Net carrying amount
As at March 31, 2023 6,254.27 2,482.61 589.11 0.53 3,349.46 120.35 12,796.33
As at March 31, 2022 6,118.00 2,779.33 558.39 0.53 3,642.22 101.36 13,199.83
Note : Refer note 14 for hypothecation of Property, plant and equipment.
Capital work in progress (CWIP)
` in Lakhs
As at March 31, 2021 178.93
Addition during the year 661.29
Less : Capitalised to Property, plant and equipment and intangible assets during the year 260.09
As at March 31, 2022 580.13
As at March 31, 2023 195.32
CWIP Ageing Schedule
` in Lakhs
0-1 year 1-2 years 2-3 years More than 3 Total
years
Upcoming stores 167.27 15.63 4.71 7.71 195.32
167.27 15.63 4.71 7.71 195.32
Upcoming stores 554.51 17.91 7.71 - 580.13
554.51 17.91 7.71 - 580.13
160

4. Other intangible assets
` in Lakhs
Computer Know-how Designs Brand Total
softwares and licenses
As at March 31, 2021 1,032.50 257.82 440.80 8,625.00 10,356.12
Additions during the year 27.52 - 83.06 - 110.58
Disposals during the year 5.68 - - - 5.68
As at March 31, 2022 1,054.34 257.82 523.86 8,625.00 10,461.02
Additions during the year 153.27 - 63.80 - 217.07
Disposals during the year - - - - -
As at March 31, 2023 1,207.61 257.82 587.66 8,625.00 10,678.09
Accumulated amortisation
As at March 31, 2021 673.32 226.79 220.09 - 1,120.20
Amortisation for the year (refer note 26) 92.07 - 154.53 - 246.60
Disposals for the year 3.48 - - - 3.48
As at March 31, 2022 761.91 226.79 374.62 - 1,363.32
Amortisation for the year (refer note 26) 67.20 - 119.13 - 186.33
Disposals for the year - - - - -
As at March 31, 2023 829.11 226.79 493.75 - 1,549.65
Net carrying amount
As at March 31, 2023 378.50 31.03 93.91 8,625.00 9,128.44
As at March 31, 2022 292.43 31.03 149.24 8,625.00 9,097.70
rand has been considered to have an indefinite useful life taking into account that there are no technical, technological,
B
commercial risks of obsolescence or limitations under contract or law. The Company tests whether brand has suffered
any impairment on an annual basis. The recoverable amount has been determined based on value in use for current and
previous financial year. Value in use has been determined based on relief from royalty method using future cash flows, after
considering current economic conditions and trends, estimated future operating results, growth rates and anticipated future
economic conditions. Basis the assessment, the management has concluded that no impairment is required in respect of
brand.
5. Inventories
(at the lower of cost and net realisable value)
As at As at
March 31, 2023 March 31, 2022
Raw materials 57.51 48.11
Finished goods 46.17 46.88
Stock-in-trade 22,476.03 22,426.21
Packing materials 285.45 378.76
22,865.16 22,899.96
161

6. Investments
As at As at
March 31, 2023 March 31, 2022
(i) Non-current
Unquoted
Investments in equity instruments
Wholly owned subsidiaries : (At FVTOCI)*
Natures Basket Limited : 57,31,80,000 equity shares (March 31, 2022: 30,299.84 28,919.84
55,93,80,000 equity shares) of ` 10 each, fully paid up
Omnipresent Retail India Private Limited : 8,60,96,569 equity shares (March 9,523.58 9,523.58
31, 2022: 8,60,96,569 equity shares) of ` 10 each, fully paid up
Others : (at FVTOCI)
Retailer’s Association of India: 10,000 equity shares (March 31, 2022: 10,000 1.00 1.00
equity shares) of ` 10 each, fully paid up
Investment in Alternative Investment Fund (at FVTPL)
Fireside Ventures Investment Fund I : 1,335.260 units (March 31, 2022: 7,335.42 7,261.62
1,323.996 units) of face value ` 100,000 each
47,159.84 45,706.04
(ii) Current
Quoted
Investment in mutual fund (at FVTPL)
ICICI Prudential Liquid Fund - Direct Plan - Growth: 6,06,585.053 Units of 2,021.05 2,077.68
` 333.185 each ( March 31, 2022 : 6,59,044.69 Units of ` 315.26 each)
2,021.05 2,077.68
As at As at
March 31, 2023 March 31, 2022
Aggregate value of unquoted investments 47,159.84 45,706.04
Aggregate market value of quoted investments 2,021.05 2,077.68
Refer note 38 for information about fair value measurements and credit and market risk on investments.
*These investments in equity instruments are not held for trading. Upon application of Ind AS 109, the Company has chosen
to designate these investments in equity instruments at FVTOCI as the management belives that this provides a more
meaningful presentation for long term investments than refelecting changes in fair value immediately in statement of profit
and loss. Based on the aforesaid election, fair value changes are accumulated within Equity under “Fair Value Changes
through Other Comprehensive Income - Equity Instruments.” The Company transfers amount from this reserve to retained
earnings when relevant equity shares are derecognized. The fair value of such unquoted investments has been carried out by
applying applicable valuation methodologies, which has been performed by independent valuation experts.
7. Trade receivables
(Unsecured)
As at As at
March 31, 2023 March 31, 2022
Considered good 1,906.91 2,617.13
Significant increase in credit risk 135.85 2,646.11
2,042.76 5,263.24
Impairment allowance:
Significant increase in credit risk (135.85) (2,646.11)
1,906.91 2,617.13
162

7. Trade receivables (continued)
Trade receivables Ageing Schedule

` in Lakhs
Current Outstanding for following periods from due date of Total
but not payment
due Less than 6months 1-2 years 2-3 years More than
6 months -1 year 3 years
Undisputed Trade Receivables – 893.50 695.44 0.26 0.17 317.54 0.00* 1,906.91
considered good
Undisputed Trade Receivables – - - 63.75 36.12 16.74 19.24 135.85
which have significant increase in
credit risk
893.50 695.44 64.01 36.29 334.28 19.24 2,042.76
` in Lakhs
Current Outstanding for following periods from due date of Total
but not payment
6 months -1year 3 years
Undisputed Trade Receivables – 449.69 1,838.11 - 322.07 0.33 6.93 2,617.13
considered good
Undisputed Trade Receivables – - - 72.19 324.37 2,204.31 45.24 2,646.11
credit risk
449.69 1,838.11 72.19 646.44 2,204.64 52.17 5,263.24
Refer note 36 for receivables from related parties.
No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other
person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a
partner, a director or a member.
*Amount is lesser than the rounding off norms followed by the Company.
8. Cash and cash equivalents
As at As at
March 31, 2023 March 31, 2022
Balance with banks
- in current accounts 518.87 726.38
Cash on hand 248.74 279.76
1,166.84 1,374.98
9. Bank balances other than cash and cash equivalents
As at As at
March 31, 2023 March 31, 2022
Deposits with original maturity of more than 3 months and less than 12 months* 443.00 114.70
443.00 114.70
* marked as lien with Banks and various authorities for working capital facilities, licenses etc.
163

10. Other financial assets

(Unsecured, considered good, unless otherwise stated)
As at As at
March 31, 2023 March 31, 2022
(i) Non-current
Security Deposits
- Considered good 3,502.91 3,799.00
- Significant increase in credit risk 53.76 51.32
- Credit impaired 249.17 223.21
3,805.84 4,073.53
- Significant increase in credit risk (53.76) (51.32)
- Credit impaired (249.17) (223.21)
(302.93) (274.53)
3,502.91 3,799.00
Margin money deposit* 66.25 174.95

Interest accrued on bank deposits 11.40 15.06
Advance to Spencer's Employee Benefit Trust (ESOP Trust) (refer note 37) 102.00 102.00
3,682.56 4,091.01
(ii) Current
Advances to employees 26.81 22.65
Other receivables 80.72 74.15
123.13 106.41
* Margin money deposit are encumbered with banks against bank guarantees.
11. Other assets

(Unsecured, considered good)
As at As at
March 31, 2023 March 31, 2022
(i) Non-current
Capital advances 106.92 91.62
Deposits for claims and tax disputes 8.75 19.56
115.67 111.18
(ii) Current
Advances for goods and services 1,029.49 1,093.59
Prepaid expenses 485.77 366.27
Balance with Statutory / Government authorities 1,188.45 787.67
2,703.71 2,247.53
164

12. Equity share capital

Authorised:
Equity shares of ` 5 each 2,99,01,00,000 1,49,505.00 2,99,01,00,000 1,49,505.00
Preference shares of ` 100 each* 5,00,000 500.00 5,00,000 500.00
2,99,06,00,000 1,50,005.00 2,99,06,00,000 1,50,005.00
Issued, subscribed and fully paid-up:
Equity shares of ` 5 each 9,01,32,009 4,506.60 9,01,32,009 4,506.60
9,01,32,009 4,506.60 9,01,32,009 4,506.60
*0.01% non-cumulative non-convertible redeemable preference shares of ` 100 each issued are classified as financial liability
[refer note 15(i)].
(a) Reconciliation of the shares outstanding at the beginning and at the end of the year:

Equity shares
At the beginning of the year 9,01,32,009 4,506.60 9,01,32,009 4,506.60
At the end of the year 9,01,32,009 4,506.60 9,01,32,009 4,506.60
(b) Rights, preferences and restrictions attached to equity shares:
The Company has only one class of equity shares having a par value of ` 5 per share. Each holder of equity shares is
entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled
to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in
proportion to the number of equity shares held by the shareholders.
(c) Particulars of shareholders holding more than 5% shares of fully paid up equity shares:

No. of shares % No. of shares %
Rainbow Investments Limited 3,96,04,042 43.94% 3,96,04,042 43.94%
(d) Aggregate number of shares issued for consideration other than cash during the period of five years immediately
preceding the reporting date :
As at March As at March As at March As at March As at March
31, 2023 31, 2022 31, 2021 31, 2020 31, 2019
Equity shares of ` 5 each allotted as fully paid-up 7,95,34,226 7,95,34,226 7,95,34,226 7,95,34,226 7,95,34,226
pursuant to the Scheme [refer note 13 (a) & 2.2 (r)]
Preference shares of ` 100 each allotted as fully 5,00,000 5,00,000 5,00,000 5,00,000 5,00,000
paid-up pursuant to the Scheme [refer note 13
(a) & 2.2 (r)]
(e) Details of shares held by promoters and promotor group
Sl Name No. of Change No. of % of Total % change
No shares at the during the shares at the shares during the
beginning of year end of the year
the year year
1 Rainbow Investments Limited 3,96,04,042 - 3,96,04,042 43.94% -
2 Stel Holdings Limited 43,96,082 - 43,96,082 4.88% -
3 Castor Investments Limited 23,90,661 - 23,90,661 2.65% -
4 Quest Capital Markets Limited 17,41,508 - 17,41,508 1.93% -
5 PCBL Limited 11,46,613 - 11,46,613 1.27% -
6 Saregama India Limited 10,50,590 - 10,50,590 1.17% -
7 Integrated Coal Mining Limited 24,56,247 - 24,56,247 2.73% -
165


the year year
8 Dotex Merchandise Private Limited 28,107 - 28,107 0.03% -
9 Lebnitze Real Estates Private Limited 1,399 - 1,399 0.00% -
10 Sanjiv Goenka (HUF) 8,360 - 8,360 0.01% -
11 Sanjiv Goenka 91,659 - 91,659 0.10% -
12 Shashwat Goenka 75,756 - 75,756 0.08% -
13 Preeti Goenka 17,150 - 17,150 0.02% -
14 Avarna Jain 340 - 340 0.00% -
5,30,08,514 - 5,30,08,514 58.81% -

1 Rainbow Investments Limited 3,96,04,042 - 3,96,04,042 43.94% 0.00%
2 Stel Holdings Limited 43,96,082 - 43,96,082 4.88% 0.00%
3 Castor Investments Limited 20,60,661 3,30,000 23,90,661 2.65% 16.01%
4 Quest Capital Markets Limited - 17,41,508 17,41,508 1.93% 100.00%
5 PCBL Limited 11,46,613 - 11,46,613 1.27% 0.00%
6 Saregama India Limited 8,56,790 1,93,800 10,50,590 1.17% 22.62%
7 Integrated Coal Mining Limited 24,56,247 - 24,56,247 2.73% 0.00%
8 Kolkata Metro Networks Limited 1,93,800 -1,93,800 - 0.00% -100.00%
9 Dotex Merchandise Private Limited 28,107 - 28,107 0.03% 0.00%
10 Lebnitze Real Estates Private Limited - 1,399 1,399 0.00% 100.00%
11 Sanjiv Goenka (HUF) 8,360 - 8,360 0.01% 0.00%
12 Sanjiv Goenka 91,659 - 91,659 0.10% 0.00%
13 Shashwat Goenka 75,756 - 75,756 0.08% 0.00%
14 Preeti Goenka 17,150 - 17,150 0.02% 0.00%
15 Avarna Jain 340 - 340 0.00% 0.00%
5,09,35,607 20,72,907 5,30,08,514 58.81% 4.07%
(f) None of the shares were issued at bonus or brought back by the Company since incorporation.
13. Other equity
As at As at
March 31, 2023 March 31, 2022
Capital reserve
Balance as at beginning of the year 55,965.23 55,965.23
Balance as at end of the year (a) 55,965.23 55,965.23
Securities premium
Balance as at end of the year (b) 7,196.57 7,196.57
Share based payment reserve
Balance as at beginning of the year 33.57 18.63
Addition on account of ESOP 2019 (refer note 37) 6.80 14.94
Balance as at end of the year (c) 40.37 33.57
Retained earnings
Balance as at beginning of the year (42,004.50) (33,232.14)
Loss for the year (15,323.47) (8,456.46)
Remeasurement of defined benefit plans (197.90) (315.90)
Balance as at end of the year (d) (57,525.87) (42,004.50)
Total Other Equity (a) + (b) + (c) + (d) 5,676.30 21,190.87
Note :
166

(a) The Capital Reserve had arisen pursuant to the composite Scheme of Arrangement amongst the Company, CESC
Limited and eight other companies and their respective shareholders, as approved by Hon’ble National Company Law
Tribunal (NCLT).
(b) The amount received in excess of face value of the equity shares is recognised in securities premium. This reserve is
utilised in accordance with the specific provisions of the Companies Act, 2013.
(c) The Company has an ESOP 2019 scheme under which options to subscribe for the Company’s equity shares have been
granted to eligible employees. The share based payment reserve is used to recognise the grant date fair value of such
options granted (refer note 37).
(d) Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any transfers to general
reserve, dividends or other distributions paid to shareholders. Retained earnings includes re-measurement loss / (gain)
on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss. Retained earnings is a
free reserve available to the Company and eligible for distribution to shareholders, in case where it has positive balance
represents net earnings till date.
14. Borrowings
As at As at
March 31, 2023 March 31, 2022
Non- Current Borrowings
(Secured)
Term Loan from Banks 18,700.00 11,666.67
Less: Current maturities of long term borrowings (4,366.06) (2,266.67)
Less Unamortised borrowings costs (166.20) (110.27)
14,167.74 9,289.73
1. Security & other terms d)

` 5,000.00 Lakhs (March 31, 2022 : Nil ) is secured by
first Pari Passu charge by way of hypothecation over
Out of the term loan from banks:
moveable fixed assets of the Company and second
a) ` 1,000.00 Lakhs (March 31, 2022 : ` 1,666.67 Lakhs)
Pari Passu charge on the entire current assets of the
is secured by first Pari Passu charge by way of
Company. The said loan is payable after 6 months
hypothecation over moveable fixed assets including
from the date of first disbursement in 19 equal
plant and equipment of the Company and second
quarterly installments.
Pari Passu charge by way of hypothecation on the
entire current assets of the Company. The said e)
` 1,400.00 Lakhs (March 31, 2022 : Nil ) is secured
loan is payable after 9 months from the date of first by first Pari Passu charge by way of hypothecation
disbursement in 18 equal quarterly installments of over moveable fixed assets of the Company and
` 166.67 Lakhs each. second Pari Passu charge on the entire current assets
of the Company. The said loan is payable after 15
b)
` 4,800.00 Lakhs (March 31, 2022 : ` 6,000.00
months from the date of first disbursement in first 10
Lakhs ) is secured by first Pari Passu charge by way
quarterly installments of 1.67% of disbursement & next
of hypothecation over moveable fixed assets of
10 quarterly installments of 8.33% of disbursement.
the Company and second Pari Passu charge on
the entire current assets of the Company. The said f) ` 2,000.00 Lakhs (March 31, 2022 : Nil ) is secured by
loan is payable after 15 months from the date of first first Pari Passu charge by way of hypothecation over
disbursement in 20 equal quarterly installments. moveable fixed assets of the Company and second
c)
` 4,500.00 Lakhs (March 31, 2022 : ` 4,000.00 Pari Passu charge on the entire current assets of the
Lakhs ) is secured by first Pari Passu charge by way Company. The said loan is payable after 9 months
of hypothecation over moveable fixed assets of from the date of first disbursement in first 4 quarterly
the Company and second Pari Passu charge on installments of 5.00% of disbursement & next 8
the entire current assets of the Company. The said quarterly installments of 10.00% of disbursement.
loan is payable after 12 months from the date of first Interest rate on loans from banks varies from 9.20%
disbursement in 20 equal quarterly installments. p.a. to 10.20% p.a
167

` in Lakhs
d) Maturity profile of non current borrowings outstanding as at year end As at As at
March 31, 2023 March 31, 2022
Payable within 1 year 4,366.06 2,266.67
Payable between 1 to 3 years 8,625.64 5,000.00
Payable beyond 5 years 233.24 400.00
2. Term loans were applied for the purpose for which the loans were obtained except for idle funds amounting to
` 259.13 Lakhs (March 31, 2022 : 1,001.00 lakhs) which were not required for immediate utilisation and which have been
gainfully invested in highly liquid investments.
3. The Company’s bank loan agreements contain compliance with certain financial ratios which are not met as at and
for the year ended March 31, 2023. On the basis of its past track record of timely interest and principal repayment, the
Company, as at year end March 31, 2023, had written to its concerned lenders for condonation of the non-compliance
with such ratio and has obtained confirmation from banks that the banks do not plan to take any action for such non-
compliance. The management does not expect the banks to take any action as a consequence of non-compliance of
such ratio and accordingly, no adjustment has been made in the financial statements as regards to classification of such
loans and they continue to get classified as current / non-current as per the original terms of the loan agreements.
Current Borrowings As at As at
March 31, 2023 March 31, 2022
a. Secured
Working Capital Loan from Bank 12,296.47 9,500.00
Invoice financing facility from Bank 8,230.38 8,265.13
Current maturities of long term borrowings 4,366.06 2,266.67
b. Unsecured
Invoice financing facility from Bank 4,908.62 -
29,801.53 20,031.80
1. Security & other terms current assets of the Company and second Pari Passu
a)
` 7,688.25 Lakhs (March 31, 2022 : ` 4,500.00 Lakhs) charge by way of Hypothecation over moveable fixed
Working Capital loan is secured by first Pari Passu assets of the Company. Loan is payable in maximum
charge by way of hypothecation over entire current period of 90 days.
assets of the Company and second Pari Passu charge d)
` 947.46 Lakhs (March 31, 2022 : Nil) Invoice financing
by way of Hypothecation over entire moveable fixed facility from Bank is secured by first Pari Passu charge
assets of the Company. It is payable on demand. by way of hypothecation over entire current assets of
the Company and second Pari Passu charge by way
b)
` 4,608.22 Lakhs (March 31, 2022 : ` 5,000.00 Lakhs)
of Hypothecation over moveable fixed assets of the
Working Capital loan is secured by first Pari Passu
Company. Loan is payable in maximum period of 90
charge by way of hypothecation over entire current
days.
assets of the Company and second Pari Passu charge
e) ` 4,908.62 Lakhs (March 31, 2022 : Nil) Invoice
by way of Hypothecation over entire moveable fixed
financing facility from Bank is unsecured. Loan is
assets of the Company. It is payable on demand.
payable in maximum period of 120 days.
c)
Interest rate on loans from banks varies from 9.00%
Invoice financing facility from Bank is secured by first
p.a. to 9.95% p.a.
Pari Passu charge by way of hypothecation over entire
168

15. Other financial liabilities

(i) Non Current
As at As at
March 31, 2023 March 31, 2022
Non-cumulative non-convertible redeemable preference shares
0.01% non-cumulative non-convertible redeemable preference shares of 125.68 114.26
` 100 each: 5,00,000 shares (March 31, 2022 : 5,00,000 shares) issued pursuant to
the Scheme (refer note 13 (a))
125.68 114.26
Rights, preferences and restrictions attached to preference shares :
The non-cumulative non-convertible redeemable 500,000 preference shares of ` 100 each carrying dividend @ 0.01%
per annum is redeemable at par after 20 years from the date of allotment.
(ii) Current
As at As at
March 31, 2023 March 31, 2022
Interest accrued but not due on borrowings 164.76 180.41
Sundry deposits 254.03 352.37
Liability for capital goods 198.54 143.84
Payable to employees 1,510.91 1,748.61
Others 65.22 271.60
2,193.46 2,696.83
16. Contract liabilities
As at As at
March 31, 2023 March 31, 2022
Advances from customers 1,162.47 1,175.12
1,162.47 1,175.12
17. Trade payables
As at As at
March 31, 2023 March 31, 2022
Total outstanding dues of micro enterprises and small enterprises (refer note 31) 54.78 73.42
Total outstanding dues of creditors other than micro enterprises and small 29,801.45 29,129.69
enterprises
29,856.23 29,203.11
Refer note 36 for dues to related parties.
Micro and small enterprises as defined under the Micro and Small Enterprises Development Act, 2006 have been identified
by the Company on the basis of the information available with them and the auditors have relied on the same.
169

Trade payable Ageing Schedule

` in Lakhs
Outstanding for following periods from due Total
date of payment
Less than 1-2 years 2-3 years More than
1 year 3 years
Total outstanding dues of micro enterprises and small 15.17 8.47 15.03 16.11 54.78
enterprises
Total outstanding dues of creditors other than micro 25,877.44 1,699.84 852.62 1,371.55 29,801.45
enterprises and small enterprises
25,892.61 1,708.31 867.65 1,387.66 29,856.23
` in Lakhs
date of payment
1 year 3 years
enterprises
25,446.67 1,815.33 700.00 1,241.11 29,203.11
18. Other current liabilities
As at As at
March 31, 2023 March 31, 2022
Statutory dues 588.57 622.51
Others 15.99 239.92
604.56 862.43
19. Provisions
(i) Non-current
As at As at
March 31, 2023 March 31, 2022
Provisions for employee benefits
Provision for gratuity (refer note 35) 692.17 626.43
Provision for compensated absences 349.50 361.29
1,041.67 987.72
Other provisions
Provision for decommissioning liability [refer note (a) below] 417.66 404.95
1,459.33 1,392.67
170

19. Provisions (continued)
(ii) Current
As at As at
March 31, 2023 March 31, 2022
Provisions for employee benefits
422.35 220.94
Other provisions
Provision for tax disputes [refer note (b) below] 27.21 48.81
Provision for claims on leased properties [net of amount deposited - refer note 460.11 460.11
(c) below]
487.32 508.92
909.67 729.86
Note :
(a) A provision is recognised for expected cost of removal of assets situated at various rented premises and is measured at
the present value of expected costs to settle the obligation. The table below gives information about the movement in
provision for decommissioning liability :
For the year ended For the year ended
March 31, 2023 March 31, 2022
Opening balance 404.95 378.24
Provision (reversed / utilised) / created during the year (12.24) 2.27
Interest expense during the year 24.95 24.44
Closing balance 417.66 404.95
(b) The management has estimated the provisions for pending disputes, claims and demands relating to indirect taxes
based on it’s assessment of probability for these demands crystallising against the Company in due course.
March 31, 2023 March 31, 2022
Paid during the year - (0.26)
Closing balance * 27.21 48.81
* Net of deposits as at March 31, 2023 ` 24.26 Lakhs (March 31, 2022: ` 29.26 Lakhs) made under appeal.
(c) Retailers Association of India (RAI) of which the Company is a member, had filed Special Leave Petition before the
Hon’ble Supreme Court of India, about the applicability of service tax on commercial rent on immovable property.
Pending disposal of the case, the Supreme Court had passed an interim ruling in October 2011 directing the members
of RAI to pay 50% of total service tax liability up to September 2011 to the department and to furnish a surety for balance
50%. Accordingly the Company had already deposited ` 460.00 Lakhs and furnished a surety for ` 460.00 Lakhs towards
the balance service tax liability.
During the year ended March 31, 2022, the Company has settled the said case under Sabka Vishwas – (Legacy Dispute
Resolution) Scheme, 2019 and obtained a Discharge Certificate for full and final settlement of tax dues upto the period
under dispute. Company had reversed the excess liability in the books.
The Company has also been making provision for service tax on rent from October 2011 onwards, the balance whereof
as on March 31, 2023 is ` 460.11 Lakhs (March 31, 2022: ` 460.11 Lakhs).
March 31, 2023 March 31, 2022
Balance as at the start and end of year 460.11 1,183.05
Provision reversed during the year (refer above) - (722.94)
171

20. Revenue from operations

March 31, 2023 March 31, 2022
Revenue from contract with customers
Sale of goods 2,28,093.42 2,08,042.52
Sale of concessionaire products 3,516.56 2,950.06
Total 2,31,609.98 2,10,992.58
Less: Goods & Services Tax (20,386.76) (17,944.32)
Less: Cost of goods sold for concessionaire products (2,768.61) (2,315.33)
2,08,454.61 1,90,732.93
Other operating revenue
- Display income 6,179.60 5,932.24
- Others 3,390.69 3,296.62
Total revenue from contract with customers 2,18,024.90 1,99,961.79
21. Other income

March 31, 2023 March 31, 2022
Interest income on
- Bank deposits 14.77 23.60
- Security deposits 317.73 333.64
- Others 117.33 4.47
Gain on sale of investments 76.43 174.96
Fair value gain on investments measured at FVTPL 84.34 3,789.15
Reversal of net liability on termination of lease 1,527.54 360.66
Covid - 19 related rent concessions [refer note 2.2(p) & 30] 73.14 532.94
Miscellaneous income * 779.46 1,529.53
2,990.74 6,748.95
* includes provision / liabilities no longer required written back.
22. Cost of raw materials consumed

March 31, 2023 March 31, 2022
Inventories at the beginning of the year 48.11 60.76
Purchases during the year 730.05 663.76
778.16 724.52
Less: Inventories at the end of the year 57.51 48.11
720.65 676.41
23. Changes in inventories of finished goods and stock-in-trade

March 31, 2023 March 31, 2022
Inventories at the beginning of the year 22,473.09 23,169.72
Less: Inventories at the end of the year 22,522.20 22,473.09
(49.11) 696.63
172

24. Employee benefits expense

March 31, 2023 March 31, 2022
Salaries, wages and bonus * 14,754.90 13,686.74
Gratuity defined benefit plan [refer note 35] 117.59 104.14
Contribution to provident and other funds 993.27 879.33
Staff welfare expenses 566.69 540.50
16,432.45 15,210.71
* Net of ` 108.00 Lakhs (March 31, 2022 : ` 138.55 Lakhs ) claimed as subsidy under National Apprenticeship Promotion
Scheme (NAPS).
25. Other expenses
For the year ended March 31, For the year ended March 31,
2023 2022
Power and fuel 4,544.51 3,898.01
Freight 163.01 215.31
Rent [refer note 2.2(p) & 30] 2,700.58 2,175.13
Repairs and maintenance
- Buildings 429.71 307.89
- Others 3,120.01 2,936.11
Insurance 48.82 117.15
Rates and taxes 497.14 398.90
Advertisement and selling expenses 3,134.08 2,870.01
Packing materials consumed 797.31 676.63
Travelling and conveyance 496.96 305.39
Payment to auditors
As auditor
- Audit fees 86.54 86.54
- Tax audit fees 10.75 10.75
- Limited Review 20.10 19.35
- Other services - 0.81
- Reimbursement of expenses 4.15 121.54 1.63 119.08
Communication expenses 227.54 230.30
Printing and stationery 282.05 232.53
Legal and consultancy expenses 728.54 434.32
Commission on sales 2,051.39 2,220.85
Housekeeping expenses 2,461.53 2,338.35
Security expenses 1,738.61 1,591.41
Provision for doubtful store lease deposits 46.72 3.13
Loss on sale of property, plant and equipment (net) 80.99 71.63
Provision for bad & doubtful debts (net)
- Bad debts written off 2,516.83 733.99
- (Adjustment) / Creation:Provision for bad & doubtful (2,510.26) 6.57 (743.82) (9.83)
debts
Miscellaneous expenses 838.04 796.67
24,515.65 21,928.97
173

26. Depreciation and amortisation expense

March 31, 2023 March 31, 2022
Depreciation of property, plant and equipment (refer note 3) 2,557.16 2,746.28
Depreciation on right-of-use assets (refer note 30) 6,943.83 6,360.17
Amortisation of intangible assets (refer note 4) 186.33 246.60
9,687.32 9,353.05
27. Finance costs

March 31, 2023 March 31, 2022
Interest expense on
- Borrowings 3,151.22 2,101.97
- Lease liabilities (refer note 30) 5,304.10 5,054.82
- Non-cumulative non-convertible redeemable preference shares 11.42 10.39
- Decommissioning liability 24.95 24.44
- Others 41.48 20.49
Other costs 536.99 388.71
9,070.16 7,600.82
28. Earning per share (EPS)

Basic and diluted EPS have been calculated by dividing the loss for the year attributable to equity holders of the Company by
the weighted average number of Equity shares outstanding during the year.

March 31, 2023 March 31, 2022
Loss for the year (A) (` in Lakhs) (15,323.47) (8,456.46)
Weighted average number of equity shares (B) 9,01,32,009 9,01,32,009
Earnings per share – basic and diluted (face value of ` 5 each) (C = A/B) (17.00) (9.38)
29. Commitments and contingencies

(a) Contingent liabilities
As at As at
March 31, 2023 March 31, 2022
Contingent liabilities not provided for in respect of:
(i) Sales Tax / Value Added Tax (VAT) / Goods and Services Tax demands (GST) 36.91 230.77
under appeal
(ii) Claims against the Company not acknowledged as debt 4,738.01 4,452.45
There are numerous interpretative issues relating to the Supreme Court (SC) judgement on PF dated February 28, 2019. As a
matter of caution, the Company has made a provision on a prospective basis from the date of the SC order. The Company
will update its provision, on receiving further clarity on the subject.
The Company has furnished a Comfort letter in respect of a term loan obtained from a financial institution / bank by its wholly
owned subsidiary “Natures Basket Limited” for a total sanction amount of ` 9,000.00 lakhs (March 31, 2022 : ` 5,500.00 lakhs).
The outstanding amount as at year end in the books of subsidiary is ` 4,629.78 lakhs (March 31, 2022 : ` 3,437.50 lakhs).
174

(b) Commitments
As at As at
March 31, 2023 March 31, 2022
(i) Estimated amount of contracts remaining to be executed on capital account 288.73 111.52
not provided for (net of advances)
(ii) For Investments - Others
67.50 97.50
30. Ind AS - 116 Leases

The movement in right-of-use (“ROU”) assets and lease liabilities are as below :
Right-of-use Assets : -
Particulars Buildings Buildings
As at As at
March 31, 2023 March 31, 2022
Opening Balance 43,733.16 44,744.43
Additions [refer note (i) below] 14,727.90 7,243.81
Deletions [refer note (ii) below] (1,131.50) (1,894.91)
Depreciation (refer note 26) (6,943.83) (6,360.17)
Closing balance 50,385.73 43,733.16
(i) Includes ` 562.85 Lakhs (March 31, 2022: ` 364.89 Lakhs) on account of prepaid expenses on fair valuation of security
deposits.
(ii) Includes ` 64.47 Lakhs (March 31, 2022: ` 117.47 Lakhs) pertaining to reversal of prepaid expenses (recognised on fair
valuation of security deposits) on termination of leases.
Lease Liabilities :
Particulars As at As at
March 31, 2023 March 31, 2022
Additions 14,165.05 6,878.92
Interest expenses incurred for the year (refer note 27) 5,304.10 5,054.82
Deletions (2,594.57) (2,138.10)
Covid - 19 related rent concessions [refer note (iii) below] (73.14) (532.94)
Payment of lease liabilities [refer note (iv) below] (10,520.10) (10,068.95)
Closing balance 64,809.87 58,528.53
(iii) The Ministry of Corporate Affairs vide notification dated July 24, 2020 and June 18, 2021, issued an amendment to
Ind AS: 116 ”Leases”, by inserting a practical expedient with respect to “Covid-19 Related Rent Concessions” effective
from the period beginning on or after April 01, 2020. Pursuant to the above amendment, the Company has applied the
practical expedient during the year ended March 31, 2023 in respect of lease agreements where negotiations have been
completed and accounted the unconditional rent concessions of ` 73.14 Lakhs (March 31, 2022 : ` 532.94 Lakhs) in
“Other income” (refer note 21).
The Company has further adjusted rent concessions amounting to ` Nil Lakhs (March 31, 2022 : ` 21.48 Lakhs) during
the year ended March 31, 2023, for stores with variable lease payments in “Other expenses” (refer note 25) in the
Statement of Profit and Loss.
(iv) Includes ` 5304.10 Lakhs (March 31, 2022: ` 5,054.82 Lakhs) on account of interest expenses.
175

30. Ind AS - 116 Leases (continued)
(v) The following is the break-up of current and non-current lease liabilities
Lease Liabilities :
March 31, 2023 March 31, 2022
Current lease liabilities 7,793.89 7,005.87
Non-current lease liabilities 57,015.98 51,522.66
Total 64,809.87 58,528.53
The table below provides details regarding the contractual maturities of lease liabilities as at year end on an undiscounted basis :
(vi)
March 31, 2023 March 31, 2022
Less than one year 13,176.95 11,804.07
One to five years 35,246.19 32,659.63
More than five years 62,528.58 54,232.22
Total 1,10,951.72 98,695.92
(vii) The effective discount rate for lease liabilities is 9.28% p.a.
(viii) The table below provides details of amount recognised in Statement of profit and loss :
March 31, 2023 March 31, 2022
Depreciation on Right-of-use assets (refer note 26) 6,943.83 6,360.17
Interest expenses on lease liabilities (refer note 27) 5,304.10 5,054.82
Rental expenses (excluding taxes) recorded for short term leases (refer note 25) 128.41 110.04
Rental expenses (excluding taxes) recorded for variable leases (refer note 25) 2,083.45 1,587.49
Total 14,459.79 13,112.52
(ix)
The Company had total cash outflows for leases of ` 12,731.96 Lakhs for the year ended March 31, 2023
(March 31, 2022 - ` 11,766.48 Lakhs).
31. Information relating to Micro and Small Enterprises (MSMEs):
March 31, 2023 March 31, 2022
(i) The principal amount and interest due there on remaining unpaid to
suppliers under Micro and Small Enterprises Development Act, 2006 as at
the end of each accounting year
Principal 9.18 36.83
Interest 3.32 3.56
(ii) The amount of interest paid by the buyer in terms of section 16 of Micro
and Small Enterprises Development Act, 2006, along with the amount of
payment made to suppliers beyond the appointed day during the year
Principal - -
Interest - -
(iii) The amount of interest due and payable for the period of delay in making
payment (which have been paid but beyond the appointed day during
the year) but without adding the interest specified under Micro and Small
Enterprises Development Act, 2006
Principal 140.56 198.73
Interest 5.68 4.92
(iv) The amount of interest accrued and remaining unpaid at the end of the year 36.59 28.11
being interest outstanding as at the beginning of the accounting year.
176

March 31, 2023 March 31, 2022
(v) The amount of further interest remaining due and payable even in the 45.60 36.59
succeeding years, until such date when interest dues above are actually
paid to the small enterprise, for the purpose of disallowance as deductible
expenditure under Section 23 of the Micro and Small Enterprises
Development Act, 2006.
32. Contract balances under Ind AS 115
March 31, 2023 March 31, 2022
Trade receivables 1,906.91 2,617.13
Contract liabilities 1,162.47 1,175.12
Trade receivables are non-interest bearing and are generally on terms of 15 to 90 days.
Contract liabilities include advances received from customers against sale of gift cards and prepaid cards.
33. Deferred tax assets/(liabilities) (net)
As at As at
March 31, 2023 March 31, 2022
(a) Deferred tax relating to assets and liabilities:
-Deferred tax liabilities
Unamortised Borrowing Cost (58.08) (38.53)
Fair value gain on investment (2,100.63) (2,074.84)
Right-of-use assets (17,606.79) (15,282.12)
Total (19,765.50) (17,395.49)
-Deferred tax assets
Property, plant and equipment and other intangible assets 3.21 54.20
Carry forward business losses / unabsorbed depreciation 39,347.25 36,475.41
Disallowance under Tax Laws 588.39 488.15
Lease Liabilities 22,647.16 20,452.21
MAT (Minimum Alternative Tax) credit entitlement 141.34 141.34
Others 628.52 1,670.80
Total 63,355.87 59,282.11
-Deferred tax assets (net) 43,590.37 41,886.62

-Unrecognised Deferred tax assets (net)* 43,590.37 41,886.62
-Deferred tax asset as per balance sheet - -
* Deferred tax asset has not been recognised in the balance sheet in the absence of evidence supporting reasonable certainty
of future taxable income when such losses would be set off and deferred tax assets to be recovered.
(b) There being no charge on account of tax expense, reconciliation between effective tax rate and statutory rate of tax is
not disclosed.
(c) The Company has tax losses of ` 49,244.00 Lakhs ( March 31, 2022 : ` 43,984.39 Lakhs) and unabsorbed depreciation
of ` 63,354.67 Lakhs ( March 31, 2022 : ` 60,398.09 Lakhs) as at year end. Business loss can be carried forward for a
maximum period of eight assessment years immediately succeeding the assessment year to which the loss pertains.
Unabsorbed depreciation can be carried forward for an indefinite period.
(d)
MAT credits entitlements are taxes paid to tax authorities which can be offset against future tax
liabilities, subject to certain restrictions, within a period of 15 years from the year of origination.
The Company recognises MAT assets only to the extent it expects to realise the same within the prescribed period. The
Company has not recognised MAT assets in the absence of reasonable certainty. The expiry date of Unrecognised MAT
credit of ` 141.34 Lakhs is 11 years (March 31, 2022: 12 years).
177

34. Segment information

The Company has a single operating segment i.e. organised retailing. The Company at present operates only in India and
therefore the analysis of geographical segment is not applicable to the Company. There are no customers contributing more
than 10% of Revenue from operations.
35. Assets and Liabilities relating to employee defined benefits

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service is entitled
to Gratuity on terms not less favorable than the provisions of the Payment of Gratuity Act, 1972. The scheme is funded with
an insurance company.
The amounts recognised in the balance sheet and the movements in the net defined benefit obligation are as follows :
March 31, 2023 March 31, 2022
(a) Reconciliation of present value of defined benefit obligations
Balance at the beginning of the year 858.13 602.22
Current service cost 117.59 104.14
Interest cost 45.41 35.07
Benefits paid (150.33) (195.26)
Actuarial (gain) / loss on defined benefit obligations 150.94 311.96
Balance at the end of the year 1,021.74 858.13
(b) Reconciliation of fair value of plan assets
Interest income 12.95 14.58
Contributions by employer 150.00 200.00
Benefits paid (150.33) (195.26)
Actuarial gains / (losses) (46.96) (3.94)
Balance at the end of the year 196.49 230.83
(c) Net defined benefit liabilities / (assets)

Present value of defined benefit obligations 1,021.74 858.13
Fair value of plan assets (196.49) (230.83)
Net defined benefit liabilities [refer note 19] 825.25 627.30
(d) Expense recognised in the statement of Profit or Loss

Interest income (12.95) (14.58)
150.05 124.63
(e) Remeasurement recognised in Other Comprehensive Income

Actuarial loss on defined benefit obligations 150.94 311.96
Actuarial (gain) / loss on plan assets 46.96 3.94
197.90 315.90
(f) The major category of plan assets as a percentage of the fair value of total
plan assets are as follows :
Investments with insurer 100% 100%
178

35. Assets and Liabilities relating to employee defined benefits (continued)

March 31, 2023 March 31, 2022
(g) Actuarial assumptions

Discount rate 7.00% 5.80%
Expected rate of return on assets 7.00% 6.95%
Future compensation growth 6.00% 4.60%
Average expected future service 27 years 27 years
Employee turnover Ranging grade wise Ranging grade wise
from from
10% to 86% 12% to 67%
Assumptions regarding future mortality experience are set in accordance with the published rates under Indian Assured Lives
Mortality ((2006-08 - (modified) ultimate).
(h) The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion
and other relevant factors, such as supply and demand in the employment market.
(i) The Company expects to contribute ` 133.08 Lakhs (March 31, 2022: ` 230.69 Lakhs) to gratuity fund in the next
year.
(j) Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other
assumptions constant, would have affected the defined benefit obligations by the amounts shown below:
Change in rate As at March 31, 2023 As at March 31, 2022
Increase Decrease Increase Decrease
` in Lakhs ` in Lakhs ` in Lakhs ` in Lakhs
(i) Discount rate (0.5% movement) (15.22) 15.80 (13.89) 14.40
(ii) Future salary (0.5% movement) 15.95 (15.49) 14.54 (14.15)
(iii) Mortality (10% movement) 0.00* (0.00)* 0.06 (0.06)
(iv) Attrition rate (0.5% movement) (1.37) 0.47 (0.78) 0.77
* Amount is lesser than the rounding off norms followed by the Company
(k) Risk Exposure

Through its defined benefit plans, the Company is exposed to some risks, the most significant of which are detailed below
(i) Interest rate risk: The defined benefit obligation calculated uses a discount rate based on government bonds. If
bond yields fall, the defined benefit obligation will tend to increase.
(ii) Salary Inflation risk: Higher than expected increases in salary will increase the defined benefit obligation.
(iii) Demographic risk: This is the risk of variability of results due to unsystematic nature of decrements that include
mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation
is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria. It
is important not to overstate withdrawals because in the financial analysis the retirement benefit of a short career
employee typically costs less per year as compared to a long service employee
(l) Estimated future payments of undiscounted gratuity is as follows :
March 31, 2023 March 31, 2022
Within 12 months 333.25 230.69
Between 1 to 5 years 769.65 680.11
Beyond 10 years 557.11 342.94
Total 2,267.47 1,832.81
179

35.1 Defined Contribution Plan

The Company makes contribution to provident fund and national pension scheme towards retirement benefit plan for
eligible employees. Under the said plan, the Company is required to contribute a specified percentage of the employee’s
salaries to the fund benefits. During the year, based on applicable rates, the Company has contributed and charged
` 819.66 Lakhs (March 31, 2022: ` 717.03 Lakhs) in the Statement of Profit and Loss.
36. Related party disclosure
(i) Subsidiaries / Other entity controlled by the Company 1) Omnipresent Retail India Private Limited
2) Natures Basket Limited
3) Spencer’s Employee Benefit Trust (other entity
controlled by the Company)
(ii) Parent under de facto control as defined in Ind AS - 110 1) Rainbow Investments Limited
(iii) Entities under common control (where transactions have taken place during the year / balances outstanding) :
1) Au Bon Pain Café India Limited 12) RPSG Resource Private Limited (previously known as
Accurate Commodeal Private Limited)
2) Bowlopedia Restaurants India Limited 13) Saregama India Limited
3) CESC Limited 14) Eminent Electricty Distribution Limited
4) First Source Solutions Limited 15) RPSG Sports Private Limited
5) Guiltfree Industries Limited 16) Haldia Energy Limited
6) RPSG Ventures Limited 17) Great Wholesale Club Limited - Gratuity fund
7) Open Media Network Private Limited 18) ATK - Mohan Bagan Private Limited
8) Integrated Coal Mining Limited 19) Herbolab India Private Limited
9) PCBL Limited (Formerly known as Phillips Carbon 20) Noida Power Company Limited
Black Limited
10) Quest Properties India Limited 21) Woodland Multispeciality Hospitals Private Limited
11) RPG Power Trading Co. Limited 22) PCBL (TN) Limited
(iv) Key Managerial Personnel

1) Sanjiv Goenka - Non-Executive Director and 7) Devendra Chawla - Chief Executive Officer &
Chairman Managing Director (upto January 20, 2023 )
2) Shashwat Goenka - Non-Executive Director 8) Rahul Nayak - Whole-time Director
3) Utsav Parekh - Independent Director 9) Rama Kant - Company Secretary (upto October 10,
2022)
4) Pratip Chadhuri - Independent Director 10) Neelesh Bothra - Chief Financial Officer (w.e.f. 9th
February 2022)
5) Rekha Sethi - Independent Director 11) Vikash Kumar Agarwal - Company Secretary (w.e.f.
14th February 2023)
6) Debanjan Mandal - Independent Director 12) Anuj Singh - Chief Executive Officer & Managing
Director (w.e.f. March 22, 2023)
180

(v) Details of transactions entered into with the related parties:
` in Lakhs
Particulars Subsidiaries/ Other Entities under Key Managerial Parent under de
entity controlled by common control Personnel facto control as
the Company defined in Ind AS
- 110
For the For the For the For the For the For the For the For the
year year year year year year year year
ended ended ended ended ended ended ended ended
March March March March March March March March
31, 2023 31, 2022 31, 2023 31, 2022 31, 2023 31, 2022 31, 2023 31, 2022
Transactions :
Investment in subsidiaries 1,380.00 6,570.00 - - - - - -
Sale of goods 226.76 160.90 642.59 444.97 - - - -
Purchases of stock-in-trade 93.38 30.24 214.21 257.85 - - - -
Rendering of services - - 1,131.62 1,170.81 - - - -
Contribution for Gratuity fund - - 158.98 200.00 - - - -
Commission paid 2,282.31 2,512.05 - - - - - -
Receiving of services - - 48.17 16.42 - - - -
Remittances 4.22 12.22 92.63 238.16 - - - -
License fees - - 59.40 59.00 - - - -
Electricity expenses - - 312.29 251.29 - - - -
Recovery of expenses incurred 434.34 1,127.84 - 5.57 - - - -
Balances written back - - - 31.57 - - - -
Balances written off - - - 38.04 - - - -
Rent income 82.59 81.19 - - - - - -
Rent expenses 36.67 40.88 1,055.83 904.74 - - - -
Short term employee benefits - - - - 1,154.28 1,103.41 - -
Retirement benefits - - - - 42.89 32.94 - -
Reimbursement of expenses - 119.66 16.38 - 49.18 42.60 - -
Sitting fees to directors - - - - 50.00 45.50 - -
` in Lakhs
Particulars Subsidiaries/ Other Entities under Key Managerial Parent under de
entity controlled by common control Personnel facto control as
the Company defined in Ind AS
- 110
As at As at As at As at As at As at As at As at
March March March March March March March March
31, 2023 31, 2022 31, 2023 31, 2022 31, 2023 31, 2022 31, 2023 31, 2022
Balances outstanding :
Receivable against sale of goods 92.51 71.52 22.15 49.31 - - - -
Payable for purchases of stock- - - 44.63 37.03 - - - -
in-trade
Receivable against - - - 11.52 - - - -
reimbursement
Payable for commission 518.61 616.77 - - - - - -
expenses
Advance for goods and services - - - 34.20 - - - -
Payable for services received - - 1.28 0.18 - - - -
Payable for remittances - - 117.78 242.95 - - - -
Security deposit receivable - 67.46 145.95 146.62 - - - -
Receivable from ESOP Trust 102.00 102.00 - - - - - -
181

36. Related party disclosure (continued)
Notes:
(i) The Company’s principal related parties consist of Rainbow Investments Limited, its subsidiaries and key managerial
personnel. The Company’s material related party transactions and outstanding balances are with related parties
with whom the Company routinely enters into transactions in the ordinary course of business.
(ii) Key Managerial Personnel are entitled to post-employment benefits and other long term employee benefits
recognised as per Ind AS 19 ‘- ‘Employee Benefits’ in the financial statements. As these employees benefits are
lump sum amounts provided on the basis of actuarial valuation the same is not included above.
(iii) The Company has recognised an expenses of ` 6.80 Lakhs (March 31, 2022 : ` 14.94 Lakhs ) towards employee stock
options granted to Key Managerial Personnel. The same has not been considered as managerial remuneration of
the current year as defined under Section 2(78) of the Companies Act, 2013 as the options have not been exercised
(refer note 37).
37. Share based Payments

Spencer’s Employee Stock Option Plan 2019 (ESOP 2019)
The details of an employee share based payments plan operated through a trust for ESOP 2019 are as follows:
The ESOP 2019 plan was approved by the shareholders at the 2nd Annual General Meeting of the Company held in the year
2019. Under the scheme, stock options has been granted to eligible employees at an exercise price of ` 83.57 per share and
their stock options would vest in tranches from the date of grant (i.e June 26, 2020) and shall be exercised within a period of
five years from the date of the vesting of the options.
A Details of period within which options will be vested

Period within which options will vest % of options that
will vest
End of 12 months from date of grant 25%
B. Measurement of Fair Values
Equity-settled share based payment arrangements

The fair value of the options and the inputs used in the measurement of the grant date fair values of the equity-settled
share based payment plan are as follows:
March 31, 2023 March 31, 2022
` `
Weighted average fair value of Option at Grant Date* 39.96 39.96
Share Price at Grant Date 88.20 88.20
Exercise Price 83.57 83.57
Expected Volatility 40.69% - 40.71% 40.69% - 40.71%
Expected life 3.5 years - 6.5 years 3.5 years - 6.5 years
Expected dividends - -
Risk-free Interest Rate (based on Government Bonds) 4.64% - 5.72% 4.64% - 5.72%
Expected volatility has been based on an evaluation of the historical volatility of comparable companies.
Expected life of the options has been calculated to be the average of the maximum life and the minimum life of the
option as it has been granted to higher level management.
*The fair value of option on the date of grant has been done by an independent valuer appointed by the management
using the Black Scholes Merton Model.
182

37. Share based Payments (continued)
C. Reconciliation of the Outstanding Share Options
The number and weighted average exercise prices of share options under the ESOP 2019 plan are as follows :
`
Particulars Exercise Price Number of
per Option Options
Outstanding as on April 01, 2022 83.57 1,20,000
Granted during the year - -
Forfeited during the year - -
Exercised during the year - -
Outstanding as on March 31, 2023 83.57 1,20,000
Exercisable as on March 31, 2023 - -
Vested as on March 31, 2023 83.57 60,000

D. Expenses arising from equity settled share based payments transactions :
Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
Amount recognised in statement of profit and loss 6.80 14.94
38. Financial instruments - fair value measurements and risk management

(a) Accounting classification
The following table shows the carrying values and fair values of financial assets and financial liabilities:
` in Lakhs
At Cost/ FVTPL FVTOCI Total At Cost/ FVTPL FVTOCI Total
Amortised Amortised
Cost Cost
Financial assets
Investments
- Equity shares (unquoted) - - 39,824.42 39,824.42 - - 38,444.42 38,444.42
- Alternative Investment Fund - 7,335.42 - 7,335.42 - 7,261.62 - 7,261.62
- Mutual fund - 2,021.05 - 2,021.05 - 2,077.68 - 2,077.68
Trade receivables 1,906.91 - - 1,906.91 2,617.13 - - 2,617.13
Cash and cash equivalents 1,166.84 - - 1,166.84 1,374.98 - - 1,374.98
Bank balances other than cash 443.00 - - 443.00 114.70 - - 114.70
and cash equivalents
Other financial assets 3,805.69 - - 3,805.69 4,197.43 - - 4,197.43
Total financial assets 7,322.44 9,356.47 39,824.42 56,503.33 8,304.24 9,339.30 38,444.42 56,087.96
Preference shares 125.68 - - 125.68 114.26 - - 114.26
Borrowings 43,969.27 - - 43,969.27 29,321.53 - - 29,321.53
Lease Liability 64,809.87 - - 64,809.87 58,528.53 - - 58,528.53
Trade payables 29,856.23 - - 29,856.23 29,203.11 - - 29,203.11
Other financial liabilities 2,193.46 - - 2,193.46 2,696.83 - - 2,696.83
183

38. Financial instruments - fair value measurements and risk management (continued)
` in Lakhs
Amortised Amortised
Cost Cost
Total financial liabilities 1,40,954.51 - - 1,40,954.51 1,19,864.26 - - 1,19,864.26
(b) Measurement of fair values

The fair values of financial assets and liabilities are included at the amount that would be received on sale of asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and
assumptions used to estimate the fair values are consistent in all the years. The following methods and assumptions
were used to estimate the fair values:
(i) The fair values of the unquoted equity shares have been estimated using a DCF (Discounted cash flow) model.
The valuation requires management to make certain assumptions about the model inputs, including forecasted
cash flows, discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be
reasonably assessed and are used in management’s estimate of fair value for these unquoted equity investments.
In respect of investments in alternative investment fund, the fair values represent net asset value as stated by the
respective issuer at the close of the reporting date. Net asset values represent the price at which the issuer will
issue further units and the price at which issuer will redeem such units from the investors. Accordingly, such net
asset values are analogous to fair market value with respect to these investments, as transactions of these funds are
carried out at such prices between investors and the issuer of these units.
In respect of investments in mutual funds, the fair values represent net asset value as stated by the issuers of these
mutual fund units in the published statements. Net asset values represent the price at which the issuer will issue
further units in the mutual fund and the price at which issuers will redeem such units from the investors. Accordingly,
such net asset values are analogous to fair market value with respect to these investments, as transactions of these
mutual funds are carried out at such prices between investors and the issuers of these units of mutual funds.
(ii) The carrying amount of trade receivables, cash and cash equivalents, other bank balances, other financial assets,
trade payables, current borrowings and other financial liabilities, measured at cost in the financial statements, are
considered to be the same as their fair values, due to their short term nature. Where such items are non-current in
nature, the same has been classified as Level 3 and fair value determined using discounted cash flow basis. Carrying
value of Preference shares is based on discounted cash flows using effective interest rate at the time of issue which
is a reasonable approximation of its fair value and the difference between the carrying value and fair value is not
expected to be significant. Non current borrowings including current maturity and security deposits (classified as
other financial assets) are based on discounted cash flow using an incremental borrowing rate.
(c) Fair value hierarchy

The table shown below analyses financial instruments carried at fair value, by hierarchy.
` in Lakhs
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Financial assets
Investments
- Equity shares (unquoted) - 39,824.42 39,824.42 - - 38,444.42 38,444.42
-A lternative Investment - - 7,335.42 7,335.42 - - 7,261.62 7,261.62
Fund
- Mutual fund 2,021.05 - - 2,021.05 2,077.68 - - 2,077.68
2,021.05 - 47,159.84 49,180.89 2,077.68 - 45,706.04 47,783.72
184

The different levels have been defined below :
(i) evel 1 (quoted prices in active market) : This level of hierarchy includes financial assets that are measured using
L
quoted prices (unadjusted) in active markets for identical assets or liabilities. This includes listed equity instruments
which are traded in the stock exchanges and mutual funds that have net asset value as stated by the issuers in the
published statements. The fair value of all equity instruments which are traded in the stock exchanges is valued
using the closing price as at the reporting period. The mutual funds are valued using the closing net assets value.
(ii) evel 2 (valuation technique with significant observable inputs) : This level of hierarchy includes financial assets
L
and liabilities, measured using inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). The fair value of financial
instruments that are not traded in an active market (for example, over-the counter derivatives) is determined using
valuation techniques which maximise the use of observable market data and rely as little as possible on entity-
specific estimates.
(iii) L
evel 3 (valuation technique with significant unobservable inputs) : This level of hierarchy includes financial
assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair
values are determined in whole or in part, using a valuation model based on assumptions that are neither supported
by prices from observable current market transactions in the same instrument nor are they based on available
market data. This is the case for unlisted equity securities included in Level 3.
There have been no transfers of investments between Level 1 and Level 2 fair value measurements during the year
ended March 31, 2023 and March 31, 2022, respectively.
(d)
Reconciliation of fair value measurement of investments (categorised as level 3 above) classified as FVTPL/FVTOCI asset :
` in Lakhs
Particulars FVTOCI FVTPL
Equity shares Alternative
(unquoted) Investment Fund
As at March 31, 2021 31,874.42 3,452.63
Invested during the year 6,570.00 75.00
Gain on sale of investments - 88.48
Proceeds during the year - (143.64)
Fair Value gain recognised in Statement of profit and loss - 3,789.15
As at March 31, 2022 38,444.42 7,261.62
Invested during the year (refer note 6) 1,380.00 30.00
Gain on sale of investments - (18.74)
Proceeds during the year - -
Fair Value gain recognised in Statement of profit and loss - 62.54
As at March 31, 2023 39,824.42 7,335.42
(e) Financial risk management
The Company has exposure to the following risks arising from financial instruments:
(i) Credit risk
(ii) Liquidity risk
(iii) Market risk
he Company’s principal financial liabilities comprises of Lease liabilities, borrowings, preference shares, trade and
T
other payables and other financial liabilities. The main purpose of these financial liabilities is to finance and support
the operations of the Company. The Company’s principal financial assets include trade and other receivables, security
deposits, investments and cash & cash equivalents that derive directly from its operations.
The Company’s primary risk management focus is to minimise potential adverse effects of these risks by managing them
through a structured process of identification, assessment and prioritisation of risks followed by co-ordinated efforts to
monitor, minimize and mitigate the impact of such risks on its financial performance and capital. For this purpose, the
Company has laid comprehensive risk assessment and minimisation/mitigation procedures, which are reviewed by the
management from time to time. These procedures are reviewed regularly to reflect changes in market conditions and
to ensure that risks are controlled by way of properly defined framework.
185

(i) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Company is exposed to credit risk from its operating activities (including trade receivable
and security deposits) and from its financial activities including deposits with banks and financial institutions. An
impairment analysis is performed at each reporting date on the basis of sales channel. In addition, a large number of
minor receivables are grouped and assessed for impairment collectively.
Trade receivables :
The Company operates on business model of primarily cash and carry, credit risk from receivable perspective is
insignificant. Customer credit risk is managed basis established policies of Company, procedures and controls relating
to customer credit risk management. Outstanding receivables are regularly monitored.
Moreover, the Company’s customer base is large and diverse limiting the risk arising out of credit concentration.
Other remaining financial assets :

Investments, in the form of fixed deposits, of surplus funds are made generally with banks & financial institutions and
within credit limits assigned to each counterparty.
Credit risk in respect for security deposit given for premises taken on lease are tracked by carrying specific analysis
of all parties at each reporting period. Historically loss on security deposits are immaterial. Therefore, based on past
and forward-looking information available with management and to the best estimate of management, the Company
believes that exposure to credit risk on other remaining financial assets is not material.
(ii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial assets. The Company manages its liquidity risk on the
basis of the business plan that ensures that the funds required for financing the business operations and meeting financial
liabilities are available in a timely manner. The Management regularly monitors rolling forecasts of the Company’s liquidity
position to ensure it has sufficient cash on an ongoing basis to meet operational fund requirements. The surplus cash
generated, over and above the operational fund requirement is invested in bank deposits and mutual fund schemes
of highly liquid nature to optimise cash returns while ensuring adequate liquidity for the Company. The Company’s
objective is to maintain a balance between continuity of funding and flexibility through the use of bank borrowings .
The Company believes that cash generated from operations, working capital management and available sources from
raising funds (including additional borrowings, if any) as needed will satisfy its cash flow requirement through at least the
next twelve months.
The following are the remaining contractual maturities of financial liabilities at the reporting date. The contractual cash
flow amounts are gross and undiscounted:
` in Lakhs
Financial liabilities Contractual cash flows
Carrying Within 1 1 to 5 years More than 5 Total
Value year years
Preference shares 125.68 - - 500.00 500.00
Borrowings 43,969.27 29,801.53 14,100.70 233.24 44,135.47
Trade payables 29,856.23 29,856.23 - - 29,856.23
Lease liabilities 64,809.87 13,176.95 35,246.19 62,528.58 1,10,951.72
Other financial liabilities 2,193.46 2,193.46 - - 2,193.46
1,40,954.51 75,028.17 49,346.89 63,261.82 1,87,636.88
Borrowings 29,321.53 20,031.80 9,000.00 400.00 29,431.80
Trade payables 29,203.11 29,203.11 - - 29,203.11
Lease liabilities 58,528.53 11,804.07 32,659.63 54,232.22 98,695.92
1,19,864.26 63,735.81 41,659.63 55,132.22 1,60,527.66
186

(iii) Market risk

Market risk is the risk that the fair value of future cash flow of financial instruments may fluctuate because of changes in
market conditions. Market risk broadly comprises three types of risks namely currency risk, interest rate risk and security
price risk. The Company does not have any external currency exposure and thus currency risk is not applicable to the
Company.
The Company invests its surplus funds mainly in short term liquid schemes of mutual funds and bank fixed deposits. The
Company manages its price risk arising from these investments through diversification and by placing limits on individual
and total equity instruments / mutual funds.
(iv) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flow of a financial instrument will fluctuate because of
changes in market interest rate. The Company’s exposure to the risk of changes in market interest rates relates to
primarily to company’s borrowing with floating interest rates.
Exposure to interest rate risk

` in Lakhs
March 31, 2023 March 31, 2022
Borrowings bearing variable rate of interest 43,969.27 29,321.53
Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on affected portion
of loans and borrowings. With all other variables held constant, the Company’s profit before tax is affected through the
impact on variable rate borrowing as follows:
A change of 50 bps in interest rates would have following Impact on profit before tax
` in Lakhs
March 31, 2023 March 31, 2022
50 bp increase- decrease in profits (219.85) (146.61)
50 bp decrease- increase in profits 219.85 146.61
39. Capital management

For the purpose of the Company’s capital management, capital includes equity attributable to the equity holders of the
Company and all other equity reserves. The primary objective of the Company’s capital management is to ensure that it
maintains an efficient capital structure while maximising shareholder value. Apart from internal accrual, sourcing of capital is
done through judicious combination of equity and borrowing, both short term and long term.
The capital structure of the Company is based on management’s judgment of its strategic and day-to-day needs with a focus
on total equity so as to safeguard its ability to continue as a going concern and to maintain investor, creditors and market
confidence.
The Company has not defaulted on any loans payable.
40. The Company has incurred a net loss after tax of Rs. 15,323.47 lakhs for the year ended 31st March 2023 and its
current liabilities, including current borrowings, exceeds current assets by Rs. 41,092.01 lakhs as at 31st March 2023.
The Company has access to unutilised credit lines with its bankers and additional capital from its promoters, if and
when required. The Company also has other investments which can be monetised, if and when required. Further,
the Company has been expanding its operations, expanding private brand, building growth towards the non-food
segments (including own branded apparel), improvement of margins through dis-continuance of loss making/ low
margin stores etc. In view of the above factors, and the approved business plan for the next year, the management is
confident of its ability to generate sufficient cash to fulfil all its obligations, including debt repayments, over the next 12
months, consequent to which, these financial statements have been prepared on a going concern basis.
187

41. ratio
Numerator Denominator As at March As at March % change Reason for variance

31, 2023 31, 2022
Current Ratio Current Assets Current 0.43 0.51 (15)%
Liabilities
Debt- Equity Ratio Total Debt = Non Total equity 4.32 1.14 278% Increase in borrowings
current borrowings and loss during the
+ Current year.
Borrowings
Debt Service Coverage EBITDA Debt service 0.21 0.65 (68)% Decrease in EBITDA
ratio = Interest & during the year
Lease Payments
+ Principal
Repayments
Return on Equity ratio Loss after tax Total equity (150.48%) (32.91%) 357% Decrease in retained
earnings due to
increase in loss during
the year.
Inventory Turnover ratio Average Inventory Revenue from 38.31 42.42 (10)%
(in days) operations
Trade Receivable Turnover Average Trade Revenue from 3.79 5.26 (28)% Decrease in average
Ratio receivables operations trade receivable in
current year
Trade Payable Turnover Average Trade Purchase of 61.00 64.35 (5)%
Ratio payables goods
Net Capital Turnover Ratio Revenue from Working capital = (5.31) (6.61) (20)%
operations Current assets –
Current liabilities
Net Loss ratio Net Loss Revenue from (7.03%) (4.23%) 66% Increase in loss in
operations current year.
Return on Capital Earnings before Net Capital 7.63% 18.50% (59)% Increase in loss in
Employed interest expenses, Employed = current year.
tax, depreciation Tangible Net
and amortisation Worth + Total
Debt
Return on Investment - Fair Value Gain - Average 0.60% 72.38% (99)% Decrease in unrealised
Alternative Investment (Realised + Investment gain in current year.
fund Unrealised) in Alternative
Investment Fund
Return on Investment - Gain on sale of Monthly Average 4.69% 2.96% 58% Increase in return and
Mutual Fund invesment Mutual Fund average holding in
Investment mutual fund.
42. Other Statutory Information

(i) The Company does not have any transactions with companies struck off.
(ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory
period.
(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(iv) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the Company shall directly or indirectly
lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party
(Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
188

42. Other Statutory Information (continued)
entities (Intermediaries) with the understanding that the Intermediary shall directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(vi) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the
tax assessments under the Income Tax Act, 1961 as income during the year.
(vii) There are no proceedings initiated or are pending against the Company for holding any benami property under the
Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.
(viii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with
Companies (Restriction on number of Layers) Rules, 2017.
ix) The Company is maintaining its books of accounts in electronic mode and these books of accounts are accessible in
India at all times and the back-up of the books of accounts has been kept in servers physically located in India on a daily
basis
x) The quarterly returns or statements filed by the Company with the banks or financial institutions are in agreement with
the books of accounts.
43. Figures for the previous periods have been regrouped / reclassified wherever necessary to conform to current period's
classification.

Managing Director

DIN: 06491536
Place : Kolkata
Date : May 22, 2023 Date : May 22, 2023
189
consolidated
190
Independent Auditor’s Report
To the Members of described in the ‘Auditor’s Responsibilities for the Audit

of the Consolidated Financial Statements’ section of our
report. We are independent of the Group, in accordance
Report on the Audit of the Consolidated with the ‘Code of Ethics’ issued by the Institute of
Financial Statements Chartered Accountants of India together with the ethical
requirements that are relevant to our audit of the financial
Opinion statements under the provisions of the Act and the
We have audited the accompanying consolidated financial Rules thereunder, and we have fulfilled our other ethical
statements of Spencer’s Retail Limited (hereinafter referred responsibilities in accordance with these requirements and
to as “the Holding Company”), its subsidiaries (the Holding the Code of Ethics. We believe that the audit evidence we
Company and its subsidiaries together referred to as “the have obtained is sufficient and appropriate to provide a
Group”) comprising of the consolidated Balance sheet as basis for our audit opinion on the consolidated financial
at March 31 2023, the consolidated Statement of Profit statements.
and Loss, including other comprehensive income, the
Key Audit Matters
consolidated Cash Flow Statement and the consolidated
Statement of Changes in Equity for the year then ended, Key audit matters are those matters that, in our professional
and notes to the consolidated financial statements, judgment, were of most significance in our audit of the
including a summary of significant accounting policies consolidated financial statements for the financial year
and other explanatory information (hereinafter referred to ended March 31, 2023. These matters were addressed
as “the consolidated financial statements”). in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion
In our opinion and to the best of our information and
thereon, and we do not provide a separate opinion on
according to the explanations given to us and based
these matters. For each matter below, our description of
on the consideration of reports of other auditors on
how our audit addressed the matter is provided in that
separate financial statements and on the other financial context.
information of the subsidiaries, the aforesaid consolidated
financial statements give the information required by the We have determined the matters described below to be
the key audit matters to be communicated in our report.
Companies Act, 2013, as amended (“the Act”) in the manner
We have fulfilled the responsibilities described in the
so required and give a true and fair view in conformity with
Auditor’s responsibilities for the audit of the consolidated
the accounting principles generally accepted in India,
financial statements section of our report, including in
of the consolidated state of affairs of the Group, as at
relation to these matters. Accordingly, our audit included
March 31, 2023, their consolidated loss including other
the performance of procedures designed to respond to
comprehensive loss, their consolidated cash flows and the
our assessment of the risks of material misstatement of
consolidated statement of changes in equity for the year
the consolidated financial statements. The results of audit
ended on that date.
procedures performed by us and by other auditors of
Basis for Opinion components not audited by us, as reported by them in
We conducted our audit of the consolidated financial their audit reports furnished to us by the management,
statements in accordance with the Standards on Auditing including those procedures performed to address the
(SAs), as specified under section 143(10) of the Act. matters below, provide the basis for our audit opinion on
Our responsibilities under those Standards are further the accompanying consolidated financial statements.
Impairment Testing of Intangibles (as described in Note 4 of the consolidated financial statements)
The Group has acquired brands and goodwill Our audit procedures included, among others the following:
(intangible assets) as at March 31, 2023. These • We read and assessed the Group’s accounting policies with
intangibles are assessed to have an indefinite useful respect to impairment testing.
life and as required by Ind AS 36 “Impairment of
Assets”, are tested for impairment annually. • We obtained and reviewed the impairment testing reports for
brands and fair valuation report prepared by the Company’s
The Group has engaged a valuer to determine independent valuation specialist and also assessed the valuation
the recoverable value of acquired brands using specialist’s objectivity and independence.
the relief from royalty method and fair value of
investment in subsidiary (Natures Basket Limited) • We evaluated the independent valuation specialist’s methodology,
using discounted cash flow method for impairment assumptions and estimates used in the calculations. In performing
testing of Goodwill. Both the valuation methods are these procedures, we also engaged valuation specialists.
sensitive to changes in inputs used in valuation and • We assessed management’s sensitivity analysis around the key
involves judgment due to inherent uncertainty in the assumptions.
assumptions related to discount rate, future growth • We assessed the disclosures made in the consolidated financial
rate, future cash flows and future royalty rates. statements.
Accordingly, impairment testing for these intangibles
is determined to be a key audit matter in our audit of
the consolidated financial statements.
191
Information Other than the Financial that give a true and fair view and are free from material
Statements and Auditor’s Report Thereon misstatement, whether due to fraud or error, which
The Holding Company’s Board of Directors is responsible have been used for the purpose of preparation of the
for the other information. The other information consolidated financial statements by the Directors of the
comprises the Directors Report, Management Discussion Holding Company, as aforesaid.
and Analysis, Report on Corporate Governance, Additional In preparing the consolidated financial statements, the
Shareholder Information, Report on Corporate Social respective Board of Directors of the companies included
Responsibility Activities and Statement containing salient in the Group are responsible for assessing the ability of
features of the financial statements of subsidiaries, but the Group to continue as a going concern, disclosing, as
does not include the consolidated financial statements applicable, matters related to going concern and using the
and our auditor’s report thereon. going concern basis of accounting unless management
either intends to liquidate the Group or to cease operations,
Our opinion on the consolidated financial statements does
or has no realistic alternative but to do so.
not cover the other information and we do not express
any form of assurance conclusion thereon. Those respective Board of Directors of the companies
included in the Group are also responsible for overseeing
In connection with our audit of the consolidated financial
the financial reporting process of the Group.
statements, our responsibility is to read the other
information and, in doing so, consider whether such other
Auditor’s Responsibilities for the Audit of the
information is materially inconsistent with the consolidated
Consolidated Financial Statements
financial statements or our knowledge obtained in the
Our objectives are to obtain reasonable assurance about
audit or otherwise appears to be materially misstated. If,
whether the consolidated financial statements as a whole
based on the work we have performed, we conclude that
are free from material misstatement, whether due to fraud
there is a material misstatement of this other information,
or error, and to issue an auditor’s report that includes
we are required to report that fact. We have nothing to
our opinion. Reasonable assurance is a high level of
report in this regard.
assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material
Responsibilities of Management for the
misstatement when it exists. Misstatements can arise from
Consolidated Financial Statements
fraud or error and are considered material if, individually
The Holding Company’s Board of Directors is responsible
or in the aggregate, they could reasonably be expected to
for the preparation and presentation of these consolidated influence the economic decisions of users taken on the
financial statements in terms of the requirements of the basis of these consolidated financial statements.
Act that give a true and fair view of the consolidated
As part of an audit in accordance with SAs, we exercise
financial position, consolidated financial performance
professional judgment and maintain professional
including other comprehensive loss, consolidated
skepticism throughout the audit. We also:
cash flows and consolidated statement of changes in
equity of the Group in accordance with the accounting • Identify and assess the risks of material misstatement
principles generally accepted in India, including the Indian of the consolidated financial statements, whether
Accounting Standards (Ind AS) specified under section 133 due to fraud or error, design and perform audit
of the Act read with the Companies (Indian Accounting procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide
Standards) Rules, 2015, as amended. The respective Board
a basis for our opinion. The risk of not detecting a
of Directors of the companies included in the Group
material misstatement resulting from fraud is higher
responsible for maintenance of adequate accounting
than for one resulting from error, as fraud may
records in accordance with the provisions of the Act for
involve collusion, forgery, intentional omissions,
safeguarding of the assets of the Group and for preventing
misrepresentations, or the override of internal control.
and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making • Obtain an understanding of internal control relevant
judgments and estimates that are reasonable and prudent; to the audit in order to design audit procedures
and the design, implementation and maintenance of that are appropriate in the circumstances. Under
adequate internal financial controls, that were operating section 143(3)(i) of the Act, we are also responsible
effectively for ensuring the accuracy and completeness for expressing our opinion on whether the Holding
of the accounting records, relevant to the preparation Company has adequate internal financial controls
and presentation of the consolidated financial statements with reference to financial statements in place and
the operating effectiveness of such controls.
192
• Evaluate the appropriateness of accounting policies independence, and where applicable, related safeguards.
used and the reasonableness of accounting estimates From the matters communicated with those charged with
and related disclosures made by management. governance, we determine those matters that were of
• Conclude on the appropriateness of management’s most significance in the audit of the consolidated financial
use of the going concern basis of accounting and, statements for the financial year ended March 31, 2023
based on the audit evidence obtained, whether and are therefore the key audit matters. We describe these
a material uncertainty exists related to events or matters in our auditor’s report unless law or regulation
conditions that may cast significant doubt on the precludes public disclosure about the matter or when, in
ability of the Group to continue as a going concern. extremely rare circumstances, we determine that a matter
If we conclude that a material uncertainty exists, we should not be communicated in our report because the
are required to draw attention in our auditor’s report adverse consequences of doing so would reasonably be
to the related disclosures in the consolidated financial expected to outweigh the public interest benefits of such
statements or, if such disclosures are inadequate, to communication.
modify our opinion. Our conclusions are based on
Other Matter
the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions (a) We did not audit the financial statements and other
may cause the Group to cease to continue as a going financial information, in respect of a subsidiary,
concern. whose financial statements include total assets of Rs
1,261.82 lakhs as at March 31, 2023, and total revenues
•
Evaluate the overall presentation, structure and
of Rs 2,077.24 lakhs and net cash inflows of Rs 4.19
content of the consolidated financial statements,
lakhs for the year ended on that date. These financial
including the disclosures, and whether the
statement and other financial information have been
consolidated financial statements represent the
audited by other auditors, which financial statements,
underlying transactions and events in a manner that
other financial information and auditor’s reports have
achieves fair presentation.
been furnished to us by the management Our opinion
• Obtain sufficient appropriate audit evidence regarding on the consolidated financial statements, in so far as
the financial information of the entities or business it relates to the amounts and disclosures included in
activities within the Group of which we are the respect of this subsidiary, and our report in terms of
independent auditors, to express an opinion on the sub-sections (3) of Section 143 of the Act, in so far as
consolidated financial statements. We are responsible it relates to the aforesaid subsidiary, is based solely on
for the direction, supervision and performance of the report of such other auditor.
the audit of the financial statements of such entities (b) The accompanying consolidated financial statements
included in the consolidated financial statements include unaudited financial statements and other
of which we are the independent auditors. For the unaudited financial information in respect of entity
other entities included in the consolidated financial controlled by the Holding Company, whose financial
statements, which have been audited by other statements and other financial information reflect
auditors, such other auditors remain responsible total assets of Rs 102.00 lacs as at March 31, 2023,
for the direction, supervision and performance of and total revenues of Rs Nil and net cash inflows
the audits carried out by them. We remain solely of Rs Nil for the year ended on that date. These
responsible for our audit opinion. unaudited financial statements and other unaudited
We communicate with those charged with governance of financial information have been furnished to us by
the Holding Company and such other entities included in the management. Our opinion, in so far as it relates
the consolidated financial statements of which we are the amounts and disclosures included in respect of this
independent auditors regarding, among other matters, the entity controlled by the Holding Company, and our
planned scope and timing of the audit and significant audit report in terms of sub-sections (3) of Section 143 of
findings, including any significant deficiencies in internal the Act in so far as it relates to the aforesaid entity
control that we identify during our audit. controlled by the Holding Company, is based solely
on such unaudited financial statements and other
We also provide those charged with governance with
unaudited financial information. In our opinion and
a statement that we have complied with relevant
according to the information and explanations given
ethical requirements regarding independence, and to
to us by the Management, these financial statements
communicate with them all relationships and other
and other financial information are not material
matters that may reasonably be thought to bear on our
to the Group.
193
Our opinion above on the consolidated financial Act, read with Companies (Indian Accounting
statements, and our report on Other Legal and Standards) Rules, 2015, as amended;
Regulatory Requirements below, is not modified (e)
On the basis of the written representations
in respect of the above matters with respect to our received from the directors of the Holding
reliance on the work done and the reports of the Company as on March 31, 2023 taken on
other auditors and the financial statements and other record by the Board of Directors of the Holding
financial information certified by the Management. Company and the reports of the statutory
auditors who are appointed under Section 139
Report on Other Legal and Regulatory of the Act, of its subsidiary companies, none
Requirements of the directors of the Group’s companies ,
incorporated in India, is disqualified as on March
1.
As required by the Companies (Auditor’s Report) 31, 2023 from being appointed as a director in
Order, 2020 (“the Order”), issued by the Central terms of Section 164 (2) of the Act;
Government of India in terms of sub-section (11) of
(f)
With respect to the adequacy of the internal
section 143 of the Act, based on our audit and on
financial controls with reference to consolidated
the consideration of report of the other auditors on financial statements of the Holding Company
separate financial statements and the other financial and its subsidiary companies, incorporated
information of the subsidiary company, incorporated in India, and the operating effectiveness of
in India, as noted in the ‘Other Matter’ paragraph, such controls, refer to our separate Report in
there are no qualifications or adverse remarks by “Annexure 1” to this report
the respective auditors in the Companies (Auditors (g) In our opinion and based on the consideration
Report) Order (CARO) reports of the companies of reports of other statutory auditors of the
included in the consolidated financial statements. subsidiaries, the managerial remuneration
2. s required by Section 143(3) of the Act, based on our
A for the year ended March 31, 2023 has been
audit and on the consideration of report of the other paid / provided by the Holding Company and
auditors on separate financial statements and the its subsidiary, incorporated in India to their
other financial information of subsidiaries, as noted in directors in accordance with the provisions
of section 197 read with Schedule V to
the ‘other matter’ paragraphwe report, to the extent
the Act;
applicable, that:
(h) With respect to the other matters to be included
(a)
We/the other auditors whose report we have
in the Auditor’s Report in accordance with
relied upon have sought and obtained all the
Rule 11 of the Companies (Audit and Auditors)
information and explanations which to the best Rules, 2014, as amended, in our opinion and to
of our knowledge and belief were necessary the best of our information and according to
for the purposes of our audit of the aforesaid the explanations given to us and based on the
consolidated financial statements; consideration of the report of the other auditors
(b)
In our opinion, proper books of account as on separate financial statements as also the
required by law relating to preparation of other financial information of the subsidiaries ,
the aforesaid consolidation of the financial as noted in the ‘Other matter’ paragraph:
statements have been kept so far as it appears i.
The consolidated financial statements
from our examination of those books and disclose the impact of pending litigations
reports of the other auditors; on its consolidated financial position of
the Group, in its consolidated financial
(c)
The Consolidated Balance Sheet, the
statements – Refer Note 29 to the
Consolidated Statement of Profit and Loss
consolidated financial statements;
including the Statement of Other Comprehensive
ii.
The Group did not have any material
Loss, the Consolidated Cash Flow Statement
foreseeable losses in long-term contracts
and Consolidated Statement of Changes in
including derivative contracts during the
Equity dealt with by this Report are in agreement
year ended March 31, 2023;
with the books of account maintained for the
iii.
There were no amounts which were
purpose of preparation of the consolidated
required to be transferred to the Investor
financial statements;
Education and Protection Fund by the
(d)
In our opinion, the aforesaid consolidated Holding Company and its subsidiaries,
financial statements comply with the Accounting incorporated in India during the year ended
Standards specified under Section 133 of the March 31, 2023.
194
iv. a) he respective managements of the

T person or entity, including foreign
Holding Company and its subsidiaries entities (“Funding Parties”), with the
which are companies incorporated understanding, whether recorded in
in India whose financial statements writing or otherwise, that the Holding
have been audited under the Act have Company or any of such subsidiaries
represented to us and the other auditors shall, whether, directly or indirectly,
of such subsidiaries respectively that, lend or invest in other persons or
to the best of its knowledge and belief, entities identified in any manner
other than as disclosed in the note 42 to whatsoever by or on behalf of the
the consolidated financial statements, no Funding Party (“Ultimate Beneficiaries”)
funds have been advanced or loaned or or provide any guarantee, security
invested (either from borrowed funds or or the like on behalf of the Ultimate
share premium or any other sources or Beneficiaries; and
kind of funds) by the Holding Company or c)
Based on the audit procedures that
any of such subsidiaries, to or in any other have been considered reasonable
person or entity, including foreign entities and appropriate in the circumstances
(“Intermediaries”), with the understanding, performed by us and that performed by
whether recorded in writing or otherwise, the auditors of the subsidiaries, which are
that the Intermediary shall, whether, companies incorporated in India whose
directly or indirectly lend or invest in financial statements have been audited
other persons or entities identified in any under the Act, nothing has come to our
manner whatsoever by or on behalf of the or other auditor’s notice that has caused
respective Holding Company or any of us or the other auditors to believe that the
such subsidiaries(“Ultimate Beneficiaries”) representations under sub-clause (a) and
or provide any guarantee, security or the (b) contain any material mis-statement.
like on behalf of the Ultimate Beneficiaries; v)
No dividend has been declared or paid
b)
The respective managements of the during the year by the Holding Company,
Holding Company and its subsidiaries its subsidiaries companies, incorporated in
which are companies incorporated India.
in India whose financial statements
have been audited under the Act For S.R. Batliboi & Co. LLP
have represented to us and the Chartered Accountants
other auditors of such subsidiaries ICAI Firm Registration Number: 301003E/E300005
respectively that, to the best of its
knowledge and belief, other than per Navin Agrawal
as disclosed in the note 42 to the Partner
consolidated financial statements, Membership Number: 056102
no funds have been received by UDIN: 23056102BGUUPD5647
the respective Holding Company or
any of such subsidiaries from any Place of Signature: Kolkata
Date: May 22, 2023
195
Annexure 1 To The Independent Auditor’s Report Of Even

Date On The Consolidated Financial Statements Of Spencer’s
Retail Limted
Report on the Internal Financial Controls under Clause Our audit involves performing procedures to obtain
(i) of Sub-section 3 of Section 143 of the Companies Act, audit evidence about the adequacy of the internal
2013 (“the Act”) financial controls with reference to consolidated financial
In conjunction with our audit of the consolidated financial statements and their operating effectiveness. Our audit of
statements of Spencer’s Retail Limited (hereinafter internal financial controls with reference to consolidated
referred to as the “Holding Company”) as of and for the financial statements included obtaining an understanding
year ended March 31, 2023, we have audited the internal of internal financial controls with reference to consolidated
financial controls with reference to consolidated financial financial statements, assessing the risk that a material
statements of the Holding Company and its subsidiaries weakness exists, and testing and evaluating the design
(the Holding Company and its subsidiaries together referred and operating effectiveness of internal control based on
to as “the Group”) , which are companies incorporated in the assessed risk. The procedures selected depend on
India, as of that date. the auditor’s judgement, including the assessment of the
risks of material misstatement of the financial statements,
Management’s Responsibility for Internal whether due to fraud or error.
Financial Controls We believe that the audit evidence we have obtained and
The respective Board of Directors of the companies the audit evidence obtained by the other auditors in terms
included in the Group, which are companies incorporated of their reports referred to in the Other Matters paragraph
in India, are responsible for establishing and maintaining below, is sufficient and appropriate to provide a basis for
internal financial controls based on the internal control our audit opinion on the internal financial controls with
over financial reporting criteria established by the Holding reference to consolidated financial statements.
Company considering the essential components of
internal control stated in the Guidance Note on Audit of Meaning of Internal Financial Controls
Internal Financial Controls Over Financial Reporting issued With Reference to Consolidated Financial
by the Institute of Chartered Accountants of India (ICAI). Statements
These responsibilities include the design, implementation A company’s internal financial control with reference to
and maintenance of adequate internal financial controls consolidated financial statements is a process designed
that were operating effectively for ensuring the orderly to provide reasonable assurance regarding the reliability
and efficient conduct of its business, including adherence of financial reporting and the preparation of financial
to the respective company’s policies, the safeguarding statements for external purposes in accordance with
of its assets, the prevention and detection of frauds and generally accepted accounting principles. A company’s
errors, the accuracy and completeness of the accounting internal financial control with reference to consolidated
records, and the timely preparation of reliable financial financial statements includes those policies and
information, as required under the Companies Act, 2013. procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the
Auditor’s Responsibility transactions and dispositions of the assets of the company;
Our responsibility is to express an opinion on the Holding (2) provide reasonable assurance that transactions are
Company’s internal financial controls with reference to recorded as necessary to permit preparation of financial
consolidated financial statements based on our audit. We statements in accordance with generally accepted
conducted our audit in accordance with the Guidance accounting principles, and that receipts and expenditures
Note on Audit of Internal Financial Controls Over Financial of the company are being made only in accordance
Reporting (the “Guidance Note”) and the Standards on with authorisations of management and directors of the
Auditing, specified under section 143(10) of the Act, to the company; and (3) provide reasonable assurance regarding
extent applicable to an audit of internal financial controls, prevention or timely detection of unauthorised acquisition,
both, issued by ICAI. Those Standards and the Guidance use, or disposition of the company’s assets that could have
Note require that we comply with ethical requirements and a material effect on the financial statements.
plan and perform the audit to obtain reasonable assurance
about whether adequate internal financial controls with Inherent Limitations of Internal Financial
reference to consolidated financial statements was Controls With Reference to Consolidated
established and maintained and if such controls operated Financial Statements
effectively in all material respects. Because of the inherent limitations of internal financial
196
controls with reference to consolidated financial Other Matters

statements, including the possibility of collusion or Our report under Section 143(3)(i) of the Act on the
improper management override of controls, material adequacy and operating effectiveness of the internal
misstatements due to error or fraud may occur and not be financial controls with reference to consolidated financial
detected. Also, projections of any evaluation of the internal statements of the Holding Company, in so far as it relates
financial controls with reference to consolidated financial to these one subsidiary, which are companies incorporated
statements to future periods are subject to the risk that the in India, is based on the corresponding reports of the
internal financial controls with reference to consolidated auditors of such subsidiary incorporated in India.
financial statements may become inadequate because of
changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
For S.R. Batliboi & Co. LLP
Opinion Chartered Accountants
In our opinion, the Group, which are companies ICAI Firm Registration Number: 301003E/E300005
incorporated in India, have, maintained in all material
per Navin Agrawal
respects, adequate internal financial controls with
Partner
reference to consolidated financial statements and such
Membership Number: 056102
internal financial controls with reference to consolidated
UDIN: 23056102BGUUPD5647
financial statements were operating effectively as at March
31,2023, based on the internal control over financial
Place of Signature: Kolkata
reporting criteria established by the Holding Company
Date: May 22, 2023
considering the essential components of internal control
stated in the Guidance Note issued by the ICAI.
197
consolidated Balance Sheet

Particulars Note As at As at
March 31, 2023 March 31, 2022
ASSETS
Non-current assets
Property, plant and equipment 3 15,664.30 16,464.62
Capital work in progress 3 205.17 797.48
Right-of-use assets 30 63,813.27 54,819.29
Goodwill 4 13,127.00 13,127.00
Other intangible assets 4 20,581.27 20,470.13
Financial assets
(i) Investments 6 7,375.70 7,301.90
(ii) Other financial assets 10 4,956.97 5,330.35
Tax assets (net) 646.35 1,991.64
Other assets 11 168.95 125.14
Total non-current assets (A) 1,26,538.98 1,20,427.55
Current assets
Inventories 5 26,451.38 26,041.34
Financial assets
(i) Investments 6 2,021.05 2,077.68
(ii) Trade receivables 7 1,976.03 2,662.96
(iii) Cash and cash equivalents 8 1,316.77 1,685.14
(iv) Bank balances other than cash and cash equivalents 9 445.54 123.01
(v) Other financial assets 10 185.41 198.58
Tax assets (net) - 0.22
Other assets 11 4,000.57 3,311.54
Total current assets (B) 36,396.75 36,100.47
TOTAL ASSETS (A+B) 1,62,935.73 1,56,528.02
EQUITY AND LIABILITIES
Equity
Equity share capital 12 4,506.60 4,506.60
Other equity 13 (19,553.47) 1,679.08
Total equity (C) (15,046.87) 6,185.68
LIABILITIES
Non-current liabilities
(i) Borrowings 14 18,086.94 12,673.96
(iii) Other financial liabilities 15 125.68 114.26
Deferred tax liabilities (net) 33 2,046.13 2,085.26
Provisions 19 1,613.07 1,554.31
Total non-current liabilities (D) 92,130.59 78,479.28
Current liabilities
Contract liabilities 16 1,499.09 1,482.74
(i) Borrowings 14 36,063.49 23,415.83
(iii) Trade payables 17
- Total outstanding dues of micro enterprises and small enterprises 657.07 528.13
- Total outstanding dues of creditors other than micro enterprises 33,701.16 32,808.74
and small enterprises
(iv) Other financial liabilities 15 2,569.03 3,086.36
Other current liabilities 18 764.01 1,057.17
Provisions 19 948.72 764.56
Total current liabilities (E) 85,852.01 71,863.06
TOTAL EQUITY AND LIABILITIES (C+D+E) 1,62,935.73 1,56,528.02
The accompanying notes form an integral part of these Consolidated Financial Statements.
This is the Consolidated Balance Sheet referred to in our report of even date.

Managing Director

DIN: 06491536
Place : Kolkata
Date : May 22, 2023 Date : May 22, 2023
198
consolidated Statement of Profit and Loss

For the year ended March 31, 2023
March 31, 2023 March 31, 2022
Income
Revenue from operations 20 2,45,258.17 2,29,968.62
Other income 21 3,257.98 7,686.05
Total Income (I) 2,48,516.15 2,37,654.67
Expenses
Cost of raw materials consumed 22 720.65 676.41
Purchases of stock-in-trade 1,95,739.25 1,80,907.92
Changes in inventories of finished goods and stock-in-trade 23 (493.95) 717.80
Employee benefits expense 24 19,859.95 18,882.53
Other expenses 25 29,074.76 26,392.88
Total Expenses (II) 2,44,900.66 2,27,577.54
Earnings before interest expense, tax, depreciation and amortisation 3,615.49 10,077.13
(EBITDA) [(I)-(II)]
Finance costs 27 11,521.46 9,696.61
Loss before tax (III) (21,078.81) (12,194.48)
Tax expense 33
Current tax - -
Deferred tax (net) (39.13) (48.44)
Loss for the year (IV) (21,039.68) (12,146.04)
Other comprehensive income
Items that will not be reclassified subsequently to statement of profit
and loss (net of taxes)
Remeasurement of defined benefit plans (net of taxes) 35 (199.67) (316.41)
Other Comprehensive income for the year (V) (199.67) (316.41)
Total Comprehensive income for the year [(IV)+(V)] (21,239.35) (12,462.45)
Loss for the year attributable to:
Equity holders of the parent company (21,039.68) (12,146.04)
Non-controlling interests - -
(21,039.68) (12,146.04)
Other comprehensive income for the year attributable to:
Equity holders of the parent company (199.67) (316.41)
(199.67) (316.41)
Total comprehensive income for the year attributable to:
Equity holders of the parent company (21,239.35) (12,462.45)
(21,239.35) (12,462.45)
Earnings per share - 28
Basic (23.34) (13.48)
Diluted (23.37) (13.49)
[Nominal value per equity share ` 5 (March 31, 2022: ` 5)]
This is the Consolidated Statement of Profit and Loss referred to in our report of even date.

Managing Director

DIN: 06491536
Place : Kolkata
Date : May 22, 2023 Date : May 22, 2023
199
consolidated Statement of Changes in Equity

A. Equity share capital
March 31, 2023 March 31, 2022

Balance at the beginning of the year 9,01,32,009 4,506.60 9,01,32,009 4,506.60
Balance at the end of the year 9,01,32,009 4,506.60 9,01,32,009 4,506.60
B. Other equity
Securities Capital Retained Share based Treasury
Premium reserve earnings payment Shares
reserve
` in Lakhs ` in Lakhs ` in Lakhs ` in Lakhs ` in Lakhs ` in Lakhs
Balance as at April 01, 2022 7,196.57 56,133.85 (61,584.63) 33.57 (100.28) 1,679.08
Loss for the year - - (21,039.68) - - (21,039.68)
Remeasurement of defined benefit plans - - (199.67) - - (199.67)
Addition on account of Spencer's - - - 6.80 - 6.80
Employee Stock Option Plan 2019 (ESOP
2019) (refer note 37)
Balance as at March 31, 2023 7,196.57 56,133.85 (82,823.98) 40.37 (100.28) (19,553.47)

Securities Capital Retained Share based Treasury
Premium reserve earnings payment Shares
reserve
` in Lakhs ` in Lakhs ` in Lakhs ` in Lakhs ` in Lakhs ` in Lakhs
Balance as at April 01, 2021 7,196.57 56,133.85 (49,122.18) 18.63 (100.28) 14,126.59
Loss for the year - - (12,146.04) - - (12,146.04)
Remeasurement of defined benefit plans - - (316.41) - - (316.41)
Addition on account of Spencer's - - - 14.94 - 14.94
Employee Stock Option Plan 2019 (ESOP
2019) (refer note 37)
Balance as at March 31, 2022 7,196.57 56,133.85 (61,584.63) 33.57 (100.28) 1,679.08
This is the Consolidated Statement of Changes in Equity referred to in our report of even date.

Managing Director

DIN: 06491536
Place : Kolkata
Date : May 22, 2023 Date : May 22, 2023
200
CONSOLIDATED Statement of Cash Flows

March 31, 2023 March 31, 2022
Operating Activities
Loss before tax (21,078.81) (12,194.48)
Adjustments :
Provision / (reversal of provisions) for bad and doubtful debts / bad 25 60.34 (11.67)
debts
Provision for doubtful store lease deposits 25 41.08 14.78
Reversal of provision for obsolete stocks (398.53) (66.70)
Finance costs 27 11,521.46 9,696.61
Fair value gain on investments measured at fair value through profit and 21 (84.34) (3,789.15)
loss (FVTPL)
Gain on sale of investments 21 (76.43) (174.96)
Interest income 21 (576.52) (526.18)
Loss on sale of property, plant and equipment (net) 25 87.14 71.63
Reversal of net liability on termination of lease 21 (1,575.73) (370.12)
Covid - 19 related rent concessions 21 (75.18) (827.76)
Cash generated from operations before working capital changes 1,017.32 4,397.00
Working capital changes:

(Increase)/decrease in inventories (11.51) 769.58
Decrease in trade receivables 626.59 325.06
Decrease in other financial assets 10.04 14.69
Increase in other assets (677.65) (316.66)
Increase in trade payables 1,021.36 245.89
(Decrease)/increase in financial liabilities (531.67) 61.37
(Decrease)/increase in other current liabilities (293.16) 60.67
Increase in contract liabilities 16.35 341.72
Increase/(decrease) in provisions 25.10 (514.49)
Cash flow generated from operating activities 1,202.77 5,384.83
Income taxes refund (net) 1,471.29 75.39
Net cash generated from operating activities (A) 2,674.06 5,460.22
Investing Activities
Purchase of property, plant and equipment, including intangible assets, (2,614.50) (2,477.07)
capital work in progress and capital advances
Proceeds from sale of property, plant and equipment 89.62 75.90
Investment in alternative investment fund (30.00) (75.00)
Proceeds from alternative investment fund 6.23 143.64
Purchase of mutual fund units (4,501.20) (12,355.00)
Proceeds from sale of mutual fund units 4,668.57 10,363.80
Investment in bank deposits (362.50) (30.00)
Redemption / maturity of bank deposits 166.64 328.88
Interest received 16.12 8.75
Net cash used in investing activities (B) (2,561.02) (4,016.10)
Financing Activities
Payment of lease liabilities (principal) (7,035.18) (6,401.13)
Proceeds from non-current borrowings 11,453.02 8,850.05
Repayment of non-current borrowings (3,850.44) (2,183.33)
Net movement in current borrowings 10,458.05 3,891.58
Interest paid (11,506.86) (9,606.76)
201
CONSOLIDATED Cash Flow Statement

for the year ended March 31, 2023 (Contd.)
Net cash used in financing activities (C) (481.41) (5,449.59)

Net decrease in cash and cash equivalents (A+B+C) (368.37) (4,005.47)
Cash and cash equivalents at the beginning of the year 1,685.14 5,690.61
Cash and cash equivalents at the end of the year 1,316.77 1,685.14
Components of cash and cash equivalents :
Balance with banks
Cash on hand 280.23 314.15
Total cash and cash equivalents 1,316.77 1,685.14
Changes in liabilities arising from financing activities :
` in Lakhs
Other financial liabilities - Preference shares (refer note 15) 114.26 - 11.42 125.68
Current borrowings (excludes current maturities of long 19,682.49 10,458.05 - 30,140.54
term borrowings)
` in Lakhs
Other financial liabilities - Preference shares (refer note 15) 103.87 - 10.39 114.26
Non current borrowings (includes current maturities of 9,730.72 6,666.72 9.86 16,407.30
Current borrowings (excludes current maturities of long 15,790.91 3,891.58 - 19,682.49
term borrowings)
This is the Consolidated Cash Flow Statement referred to in our report of even date.

Managing Director

DIN: 06491536
Place : Kolkata
Date : May 22, 2023 Date : May 22, 2023
202
Notes to consolidated financial statements

as at and for the year ended March 31, 2023
1. Corporate Information (b) Basis of measurement

These Consolidated financial statements (“financial The financial statements have been prepared on
statements”) comprise Standalone financial accrual basis under historical cost convention, except
statements of Spencer’s Retail Limited (“the Company” for the following assets and liabilities, which had been
or “Parent Company” or “Holding Company”) and its measured at fair value as required by the relevant Ind
subsidiaries (collectively, “the Group”) as at and for AS:
the year ended March 31, 2023. The Company was -
Certain Financial Assets and Liabilities (refer
incorporated as RP-SG Retail Limited, a public limited
accounting policy regarding Financial
company under the provisions of the Companies
Instruments);
Act, 2013 (“the Act”), pursuant to a certificate of
- Defined Employee Benefit Plans
incorporation dated February 8, 2017, under the
corporate identity number L74999WB2017PLC219355 (c) Functional and presentation currency
having its registered office at Duncan House, 31,
These financial statements are presented in Indian
Netaji Subhas Road, Kolkata - 700001. The name
Rupees (`), which is also the Parent company
of the Company was changed from “RP-SG Retail
functional currency. All amounts have been rounded
Limited” to “Spencer’s Retail Limited” vide certificate of
off to the nearest Lakhs, unless otherwise indicated.
incorporation pursuant to change of name issued by
the Registrar of Companies, Kolkata dated December (d) Basis of Consolidation
13, 2018. The consolidated financial statements have been

The Group is primarily engaged in developing, prepared on the basis of the following:
conducting, and promoting organised retail and -
standalone financial statements of Spencer’s
operates departmental and neighbourhood stores Retail Limited (SRL)
under various formats across the country.
- financial statements of Natures Basket Limited -
Information on the Group’s structure is provided in wholly owned subsidiary of SRL
Note 2.1(d).
- financial statements of Omnipresent Retail India
2.1 Basis of preparation Private Limited - wholly owned subsidiary of SRL
(a) Statement of compliance -
financial statements of Spencer’s Employee
The financial statements of the Group have been Benefit Trust – Other Entity controlled by the
prepared in accordance with Indian Accounting Holding Company
Standards (Ind AS) notified under the Companies Consolidated financial statements are prepared using
(Indian Accounting Standards) Rules, 2015 (as uniform accounting policies for like transactions and
amended from time to time) and presentation other events in similar circumstances. If a member of
requirements of Division II of Schedule III to the the Group uses accounting policies other than those
Companies Act, 2013, (Ind AS compliant Schedule III), adopted in the consolidated financial statements for
as applicable to the financial statements. like transactions and events in similar circumstances,

Accordingly, the Group has prepared these appropriate adjustments are made to that Group
Consolidated financial statements which comprises member’s financial statements in preparing the
the Balance Sheet as at March 31, 2023, the Statement consolidated financial statements to ensure
of Profit and Loss, the Cash Flow Statement and the conformity with the Group’s accounting policies.
Statement of Changes in Equity for the year ended The financial statements of all entities used for the
as on that date, and accounting policies and other purpose of consolidation are drawn up to same
explanatory information (together hereinafter referred reporting date as that of the parent company.
to as “Consolidated financial statements” or “financial
Control is achieved when the Group is exposed, or
statements”).
has rights, to variable returns from its involvement with
These financial statements have been prepared in the investee and has the ability to affect those returns
accordance with the accounting policies, set out
through its power over the investee. Specifically, the
below and were consistently applied to all periods
Group controls an investee if and only if the Group
presented unless otherwise stated.
has:
These financial statements of the Group for the year
1) Power over the investee (i.e. existing rights that
ended March 31, 2023 were approved for issuance in
give it the current ability to direct the relevant
accordance with the resolution passed by the Board
activities of the investee)
of Directors on May 22, 2023
203
Notes to CONSOLIDATED financial statements

2) Exposure, or rights, to variable returns from its Business combinations policy explains how to
involvement with the investee, and account for any related goodwill.
3) The ability to use its power over the investee to (iii) Eliminate in full intragroup assets and liabilities,
affect its returns income, expenses and cash flows relating to
transactions between entities of the group (profits
Consolidation procedure:
or losses resulting from intragroup transactions
(i) Combine like items of assets, liabilities, income, that are recognised in assets, such as inventory
expenses and cash flows of the parent with those and fixed assets, are eliminated in full). Ind AS 12
of its subsidiaries. For this purpose, income and Income Taxes applies to temporary differences
expenses of the subsidiary are based on the that arise from the elimination of profits and
amounts of the assets and liabilities recognize losses resulting from intragroup transactions.
in the consolidated financial statements at the
acquisition date. Group Information
(ii)
Offset (eliminate) the carrying amount of the Information about subsidiaries
parent’s investment in each subsidiary and the The consolidated financial statement of the Group
parent’s portion of equity of each subsidiary. includes the subsidiaries listed in the table below:
Name Principal Activities Country of Equity Interest Equity Interest

Incorporation March 31, 2023 March 31, 2022
Omnipresent Retails India Private E-Commerce India 100% 100%
Limited
Natures Basket Limited Organised retail stores India 100% 100%
Spencer’s Employee Benefit Trust Trust established India 100% 100%
for implementing
Spencer’s Employee
Stock Option Plan,
2019
(e) Use of estimates and judgments effect on the amounts recognized in the financial

The preparation of the financial statements in statements are as given below:
conformity with Ind AS requires management to (i) Useful life and residual value of property, plant
make judgments, estimates and assumptions that and equipment and intangible assets - Note 2.2
affect the application of accounting policies and (c), (e), 3 & 4
the reported amounts of assets, liabilities, income, (ii)
Determining the fair values of investments -
expenses and disclosures of contingent assets and Note 2.2(g) & 6
liabilities at the date of these financial statements and
(iii)
Recognition and measurement of provisions
the reported amounts of revenues and expenses for
and contingencies: key assumptions about
the years presented. These judgments and estimates
the likelihood and magnitude of an outflow of
are based on management’s best knowledge of the
resources - Note 2.2 (j), 2.2 (k), 19 & 29 (a)
relevant facts and circumstances, having regard to
(iv) Measurement of defined benefit obligations: key
previous experience, but actual results may differ
actuarial assumptions - Note 2.2(i) & 35
materially from the amounts included in the financial
statements. (v) Impairment of financial assets: key assumptions
used in estimating recoverable cash flows - Note
Estimates and underlying assumptions are reviewed
2.2 (g) & 38
on an ongoing basis. Revisions to accounting
estimates are recognised in the years in which the vi) Non recognition of deferred tax assets - Note 2.2
estimate is revised and future years affected. (q) & 33
The information about significant areas of estimation (vii) Discounting rate and lease term for accounting
uncertainty and critical judgments in applying of Right-of-use assets and lease liabilities under
accounting policies that have the most significant Ind AS 116 - Note 2.2(p) & 30
204

2.2 Significant accounting policies of initial transaction. Exchange differences are

recognised in the Statement of Profit and Loss in
(a) Current and non-current classification
the year in which they arise.
An asset is treated as current when it is:
(c) Property, plant and equipment (PPE)
- Expected to be realised or intended to be
sold or consumed in normal operating Recognition and measurement
cycle or Items of property, plant and equipment are

- Held primarily for the purpose of trading or stated at cost less accumulated depreciation
-
Expected to be realised within twelve and accumulated impairment losses, if any.
months after the reporting period, or
The cost of an item of property, plant and
- Cash or cash equivalent unless restricted equipment comprises its purchase price inclusive
from being exchanged or used to settle a of non-refundable duties and taxes, incidental
liability for at least twelve months after the expenses, erection/commissioning expenses,
reporting period borrowing cost, any directly attributable cost
of bringing the item to its working condition
All other assets are classified as non-current.
for its intended use and costs of dismantling
A liability is current when:
and removing the item and restoring the site
-
It is expected to be settled in normal on which it is located. Trade discounts and
operating cycle or rebates are deducted from the purchase price.
- It is held primarily for the purpose of trading Expenditure incurred in setting up of stores are
or capitalised as a part of lease hold improvements.
- It is due to be settled within twelve months A fixed asset is eliminated from the financial
after the reporting period, or statements on disposal or when no further
- There is no unconditional right to defer the benefit is expected from its use and disposal. Any
settlement of the liability for at least twelve gain or loss on disposal of an item of property,
months after the reporting period plant and equipment is recognised in Statement
of Profit and Loss.
The terms of the liability that could, at the option
of the counterparty, result in its settlement by Depreciation methods, estimated useful lives
the issue of equity instruments do not affect its and residual value
classification.
Depreciation is calculated using the straight
The Group classifies all other liabilities as non- line method to allocate their cost, net of their
current. residual values on the basis of useful lives
Deferred tax assets and liabilities are classified as prescribed in Schedule II to the Act and based
non-current assets and liabilities respectively. on management’s estimate of useful lives. The
management believes that these estimated useful
(b) Foreign currency transactions lives are realistic and reflect fair approximation of
Transactions in foreign currencies are translated the period over which the assets are likely to be
into the functional currency of the Group at used. Expenditure in respect of improvements,
the exchange rates prevailing at the date of etc. carried out at the rented / leased premises
the transaction. Monetary assets and liabilities are depreciated over the initial period of lease
denominated in foreign currencies are translated or useful life of assets, whichever is lower. The
into the functional currency at the exchange residual values, useful lives and methods of
rate prevailing at the reporting date. Non- depreciation of property, plant and equipment
monetary assets and liabilities that are measured are reviewed at each financial year end and
at fair value in a foreign currency are translated adjusted prospectively, if appropriate.
into the functional currency at the exchange The residual values, useful lives and methods of
rate when the fair value was determined. Non- depreciation of property, plant and equipment
monetary assets and liabilities that are measured are reviewed at each financial year end and
based on historical cost in a foreign currency adjusted prospectively, if appropriate.
are translated at the exchange rate at the date
205

Depreciation is calculated on a straight line basis (e) Intangible assets

using the rates arrived based on the useful lives
Intangible assets acquired separately are
estimated by the management, which are as measured on initial recognition at cost, which
follows: includes purchase price and any cost directly
attributable to bringing the asset to the conditions
Class of assets Management estimate
necessary for it to be capable of operating in the
of useful life
manner intended by management. Following
Computer hardware 3 to 6 years
initial recognition, intangible assets are carried
Furniture and fixtures 3 to 15 years
at cost less any accumulated amortisation and
Vehicles 5 years
accumulated impairment losses, if any.
Office equipments 5 years
Plant and machineries 7 to 25 years All relatable expenditure incurred with respect to
developing designs which are capable of being
Based on the internal assessment carried out
used for more than one season are capitalised
by the in-house technical team, management
and amortised over the useful period of the
believes that the residual value and useful lives
design.
as given above best represents the period
over which management expects to use these The useful lives of intangible assets are assessed
assets. Hence, the useful lives for these assets as either finite or indefinite. Finite life intangible
are different from the useful lives as prescribed assets are amortised using straight line method
under part C of schedule II of the Companies over the period of their expected useful lives.
Act 2013. Estimated useful lives of intangible assets are as
follows:
Capital work in progress (CWIP)
Class of assets Management estimate of

Capital work-in-progress includes cost of
useful life
property, plant and equipment under installation Computer softwares 6 years to 10 years
/ under development net off impairment loss, Know-how and licenses 10 years
if any, as at the balance sheet date. Directly Designs 3 years
attributable expenditure incurred on project Brand Indefinite life
under implementation are shown under CWIP. At Goodwill Indefinite life
the point when an asset is capable of operating

An intangible asset is derecognised upon
in the manner intended by management, the
disposal (i.e., at the date the recipient obtains
capital work in progress is transferred to the
control) or when no future economic benefits
appropriate category of property, plant and
are expected from its use or disposal. Any gain
equipment.
or loss arising upon derecognition of the asset
(d) Impairment of non-financial assets (calculated as the difference between the net
The carrying amount of assets is reviewed at disposal proceeds and the carrying amount of
each balance sheet date, to determine if there the asset) is included in the statement of profit
is any indication of impairment based on the and loss when the asset is derecognised.
internal/external factors. An impairment loss is Intangible assets with finite lives are amortised
recognised wherever the carrying amount of over the useful economic life and assessed for
assets exceeds its recoverable amount which impairment whenever there is an indication
is the greater of net selling price and value in that the intangible asset may be impaired. The
use of the respective assets. In assessing the amortisation period and the amortisation method
value in use, the estimated future cash flows for an intangible asset with a finite useful life are
are discounted to their present value using reviewed at least at the end of each reporting
a pre-tax discount rate that reflects current period. Changes in the expected useful life or
market assessment of the time value of money the expected pattern of consumption of future
and risk specific to the asset. For the purpose economic benefits embodied in the asset are
of assessing impairment, assets are grouped at considered to modify the amortisation period
the lowest levels for which there are separately or method, as appropriate, and are treated as
identifiable cash flows. changes in accounting estimates.
206

Intangible assets with indefinite useful lives are With the exception of trade receivables that do
not amortised, but are tested for impairment not contain a significant financing component
annually. The assessment of indefinite life is or for which the Group has applied the practical
reviewed annually to determine whether the expedient, the Group initially measures a
indefinite life continues to be supportable. If not, financial asset at its fair value plus, in the case of
the change in useful life from indefinite to finite a financial asset not at fair value through profit or
is made on a prospective basis. loss, transaction costs. Trade receivables that do
not contain a significant financing component
(f) Inventories
or for which the Group has applied the practical
Inventories of traded goods, finished goods expedient are measured at the transaction price
and packing materials are valued at lower determined under Ind AS 115.
of cost and net realisable value. Cost of Upon initial recognition, the Group can elect
inventories comprises costs of purchase and to classify irrevocably its equity investments
other costs incurred in bringing the inventories as equity instruments designated at fair value
to their present condition and location. Cost is through OCI when they meet the definition of
determined under moving weighted average equity under Ind AS 32 Financial Instruments:
method. Costs of purchased inventory are Presentation and are not held for trading. The
determined after deducting rebates and classification is determined on an instrument-by-
discounts. instrument basis. Equity instruments which are
Raw materials are valued at lower of cost and held for trading and contingent consideration
net realisable value. However, materials held for recognised by an acquirer in a business
use in production of inventories are not written combination to which Ind AS 103 applies are
down below cost if the finished products in classified as at FVTPL.
which they will be incorporated are expected to In order for a financial asset to be classified
be sold at or above cost. Cost is determined on and measured at amortised cost or fair value
a weighted average basis. through OCI, it needs to give rise to cash flows
Obsolete, slow moving and damaged stock is that are ‘solely payments of principal and interest
valued at lower of cost less provision and net (SPPI)’ on the principal amount outstanding. This
realisable value. Such inventories are identified assessment is referred to as the SPPI test and
from time to time and where necessary a is performed at an instrument level. Financial
provision is made for such inventories. assets with cash flows that are not SPPI are
classified and measured at fair value through
Net realisable value is the estimated selling price
income statement, irrespective of the business
in the ordinary course of business, less estimated
model.
cost necessary to make the sale.
The Group’s business model for managing
(g) Financial instruments financial assets refers to how it manages its
A financial instrument is any contract that gives financial assets in order to generate cash flows.
rise to a financial asset of one entity and a The business model determines whether cash
financial liability or equity instrument of another flows will result from collecting contractual
entity. cash flows, selling the financial assets, or both.
Financial assets classified and measured at
Financial Assets
amortised cost are held within a business model
Initial recognition and measurement with the objective to hold financial assets in
Financial assets are classified, at initial recognition, order to collect contractual cash flows while
as subsequently measured at amortised cost, financial assets classified and measured at fair
fair value through other comprehensive income value through OCI are held within a business
(FVOCI), and fair value through profit or loss model with the objective of both holding to
(FVTPL). collect contractual cash flows and selling.
The classification of financial assets at initial Subsequent measurement

recognition depends on the financial asset’s For purposes of subsequent measurement,
contractual cash flow characteristics and the financial assets are classified in three categories:
Group’s business model for managing them. • Financial assets at amortised cost
207

• Financial assets designated at fair value It also includes equity investments which the
through OCI (equity instruments) Group had not irrevocably elected to classify
• Financial assets at fair value through profit at fair value through OCI. Dividends on equity
or loss (FVTPL) investments are recognised in the statement of
profit and loss when the right of payment has
Financial assets at amortised cost been established.
A ‘financial asset’ is measured at the amortised
Derecognition:
cost if both the following conditions are met:
A financial asset is primarily derecognised (i.e.
a) The asset is held within a business model
removed from the Group’s consolidated balance
whose objective is to hold assets for
sheet) when:
collecting contractual cash flows, and
- The rights to receive cash flows from the asset
b) Contractual terms of the asset give rise on
have expired, or
specified dates to cash flows that are solely
payments of principal and interest (SPPI) on - The Group has transferred its rights to receive
the principal amount outstanding. cash flows from the asset or has assumed an
obligation to pay the received cash flows in full
After initial measurement, such financial assets
without material delay to a third party under a
are subsequently measured at amortised cost
‘pass-through’ arrangement; and either (a) the
using the effective interest rate (EIR) method.
group has transferred substantially all the risks
Amortised cost is calculated by taking into
and rewards of the asset, or (b) the group has
account any discount or premium on acquisition
neither transferred nor retained substantially
and fees or costs that are an integral part of the
all the risks and rewards of the asset, but has
EIR. The EIR amortisation is included in finance
transferred control of the asset.
income in the profit or loss. The losses arising
from impairment are recognised in the profit or In that case, the Group also recognises an
loss. The Group’s financial assets at amortised associated liability. The transferred asset and the
cost includes trade receivables, loans and other associated liability are measured on a basis that
financial assets. reflects the rights and obligations that the Group
has retained.

Financial assets designated at fair value
through OCI (equity instruments) Impairment of financial assets
Gains and losses on these financial assets are The Group recognises an allowance for expected
never recycled to profit or loss. Dividends are credit losses (ECLs) for all debt instruments not
recognised as other income in the statement held at fair value through profit or loss. ECLs are
of profit and loss when the right of payment based on the difference between the contractual
has been established, except when the Group cash flows due in accordance with the contract
benefits from such proceeds as a recovery of and all the cash flows that the Group expects
part of the cost of the financial asset, in which to receive, discounted at an approximation of
case, such gains are recorded in OCI. Equity the original effective interest rate. The expected
instruments designated at fair value through OCI cash flows will include cash flows from the sale
are not subject to impairment assessment. of collateral held or other credit enhancements
that are integral to the contractual terms.
The Group elected to classify irrevocably its
equity investments in subsidiaries under this In accordance with Ind AS 109, the Group
category. assesses on a forward-looking basis the expected
credit loss associated with its assets carried at
Financial assets at fair value through profit or amortised cost.
loss (FVTPL):
The Group considers a financial asset in default
Financial assets at fair value through profit or when contractual payments are due for a
loss are carried in the balance sheet at fair value period greater than a predefined period as
with net changes in fair value recognised in the per management policy. However, in certain
statement of profit and loss. cases, the Group may also consider a financial
This category includes investments in units asset to be in default when internal or external
of mutual funds, alternative investment fund. information indicates that the Group is unlikely
208

to receive the outstanding contractual amounts must be accessible by the Group.

in full before taking into account any credit The fair value of an asset or a liability is measured
enhancements held by the Group. A financial using the assumptions that market participants
asset is written off when there is no reasonable would use when pricing the asset or liability,
expectation of recovering the contractual cash assuming that market participants act in their
flows. economic best interest.
Financial Liabilities A fair value measurement of a non-financial
All financial liabilities are recognised initially at fair asset takes into account a market participant’s
value and, in the case of loans and borrowings ability to generate economic benefits by using
and payables, net of directly attributable the asset in its highest and best use or by selling
transaction costs. After initial recognition, it to another market participant that would use
Interest-bearing loans and borrowings are the asset in its highest and best use.
measured at amortised cost using the Effective The Group uses valuation techniques that are
Interest Rate (EIR) method. Gains and losses are appropriate in the circumstances and for which
recognised in profit or loss when the liabilities sufficient data are available to measure fair value,
are derecognised as well as through the EIR maximising the use of relevant observable inputs
amortisation process. and minimising the use of unobservable inputs.
Amortised cost is calculated by taking into All assets and liabilities for which fair value
account any discount or premium on acquisition is measured or disclosed in the financial
and fees or costs that are an integral part of the statements are categorised within the fair value
EIR. The EIR amortisation is included as finance hierarchy, described as follows, based on the
costs in the statement of profit and loss. lowest level input that is significant to the fair
A financial liability is derecognised when the value measurement as a whole:
obligation under the liability is discharged or Level 1 — Quoted (unadjusted) market prices in
cancelled or expires. active markets for identical assets or liabilities
Offsetting financial instruments Level 2 — Valuation techniques for which the

lowest level input that is significant to the fair
Financial assets and liabilities are off set and the
value measurement is directly or indirectly
net amount is reported in the balance sheet
observable
where there is a legally enforceable right to
offset the recognised amounts and there is an Level 3 — Valuation techniques for which the
intention to settle on a net basis or realise the lowest level input that is significant to the fair
asset and settle the liability simultaneously. The value measurement is unobservable
legally enforceable right must not be contingent For assets and liabilities that are recognised in
on future events. the financial statements on a recurring basis,
the Group determines whether transfers have
Fair value measurement
occurred between levels in the hierarchy by re-
The Group measures financial instruments, such assessing categorisation (based on the lowest
as, equity share, mutual funds etc. at fair value at level input that is significant to the fair value
each balance sheet date. measurement as a whole) at the end of each
Fair value is the price that would be received to reporting period.
sell an asset or paid to transfer a liability in an
The management determines the policies
orderly transaction between market participants and procedures for both recurring fair value
at the measurement date. The fair value measurement, such as unquoted financial assets
measurement is based on the presumption that measured at fair value, etc.
the transaction to sell the asset or transfer the
liability takes place either: (h) Cash and cash equivalents
- In the principal market for the asset or liability, or

Cash and cash equivalent (including for
Statement of Cash Flows) comprise cash at
- In the absence of a principal market, in the most
banks, cash on hand and short-term deposits
advantageous market for the asset or liability
with an original maturity of less than three
The principal or the most advantageous market months, which are subject to an insignificant risk
209

of changes in value. profit or loss in subsequent periods. Past service

costs are recognised in profit or loss on the
(i) Employee benefits
earlier of:
Short-term employee benefits -
The date of the plan amendment or
Short-term employee benefit obligations are curtailment, and
measured on an undiscounted basis and are - The date that the Group recognises related
expensed as and when the related services are restructuring costs
provided. A liability is recognised for the amount
Net interest is calculated by applying the discount
expected to be paid, if the Group has a present
rate to the net defined benefit liability or asset.
legal or constructive obligation to pay this
The Group recognises the following changes in
amount as a result of past service provided by
the net defined benefit obligation as an expense
the employee, and the amount of obligation can
in the consolidated statement of profit and loss:
be estimated reliably.
- Service costs comprising current service
Defined contribution plans costs, past-service costs, gains and

A defined contribution plan is a post- losses on curtailments and non-routine
employment benefit plan under which an entity settlements; and
pays a fixed contribution and will have no legal or - Net interest expense or income.
constructive obligation to pay further amounts.
Obligations for contributions to provident Compensated absences
and superannuation fund are recognised as The employees of the Group are entitled
an employee benefit expense in Statement of to compensated absences which are both
Profit and Loss when the contributions to the accumulating and non-accumulating in
respective funds are due. nature. The expected cost of accumulating
compensated absences is measured on the
Defined benefit plans
basis of an independent actuarial valuation
A defined benefit plan is a post-employment using the projected unit credit method, for the
benefit plan other than a defined contribution unused entitlement that has accumulated as
plan. The Group’s gratuity benefit scheme is a at the balance sheet date. Non-accumulating
defined benefit plan. The Group’s net obligation compensated absences are recognised in the
in respect of defined benefit plans is calculated period in which the absences occur.
by estimating the amount of future benefit that
employees have earned in the current and prior Share-based payment arrangement
periods, discounting that amount and deducting Equity-settled share-based payments to eligible
the fair value of any plan assets. employees of the Parent Company are measured
The calculation of defined benefit obligation is at the fair value of the equity instruments/
performed annually by a qualified actuary using options at the grant date. Details regarding the
the projected unit credit method. When the determination of the fair value of equity-settled
calculation results in a potential asset for the share-based transactions are set out in Note 37.
Group, the recognised asset is limited to the The fair value determined at the grant date of the
present value of economic benefits available in equity settled share-based payments to eligible
the form of any future refunds from the plan or employees of the Parent Company is expensed
reductions in future contributions to the plans. on a straight-line basis over the vesting period,
based on the Parent Company’s estimate of

Remeasurements, comprising of actuarial
equity instruments that will eventually vest,
gains and losses, the effect of the asset ceiling,
with a corresponding increase in equity at the
excluding amounts included in net interest on
end of year. At the end of each year, the Parent
the net defined benefit liability and the return
Company revisits its estimate of the number
on plan assets (excluding amounts included in
of equity instruments expected to vest and
net interest on the net defined benefit liability),
recognises any impact in profit or loss, such
are recognised immediately in the balance sheet
that the cumulative expense reflects the revised
with a corresponding debit or credit to retained
estimate, with a corresponding adjustment to
earnings through OCI in the period in which they
the share based payment reserve.
occur. Remeasurements are not reclassified to
210

The Parent Company has created an Employee future events, or a present obligation that is not
Benefit Trust (EBT) for providing share-based recognised because it is not probable that an
payment to its eligible employees. The outflow of resources will be required to settle
Parent Company uses the Trust as a vehicle the obligation. A contingent liability also arises
for distributing shares to eligible employees in extremely rare cases where there is a liability
under the Employee Stock Option Plan, 2019. that cannot be recognised because it cannot
The Trust buys shares of the Parent Company be measured reliably. The Group does not
from the market, for giving shares to eligible recognise a contingent liability but discloses its
employees. The group treats shares held by EBT existence in the financial statements.
as treasury shares. Any unappropriated shares
which are not backed by grants, and acquired (l) Revenue from operations
through secondary acquisition by the trust, are Revenue from contracts with customers is
appropriated within a reasonable period of time. recognised when control of the goods or
Own equity instruments that are reacquired services are transferred to the customer at an
(treasury shares) are recognised at cost and amount that reflects the consideration to which
deducted from Other Equity. No gain or loss is the Group expects to be entitled in exchange for
recognised in the statement of profit or loss on those goods or services.
the purchase, sale, issue or cancellation of the
The following specific recognition criteria must
Company’s own equity instruments.
also be met before revenue is recognised:
(j) Provisions (other than for employee benefits)
Sale of goods
A provision is recognised if, as a result of a
past event, the Group has a present legal or Revenue from sale of goods is recognised on
constructive obligation that can be estimated delivery of merchandise to the customer, when
reliably, and it is probable that an outflow of the property in the goods is transferred for a
economic benefits will be required to settle price, and significant risks and rewards have
the obligation. The amount recognised as a been transferred and no effective ownership
provision is the best estimate of the expenditure control is retained. Revenue towards satisfaction
required to settle the present obligation at the of a performance obligation is measured at the
balance sheet date, taking into account the risks amount of transaction price allocated to that
and uncertainties surrounding the obligation. performance obligation. Amounts disclosed as
In an event when the time value of money is revenue are net of returns and allowances, trade
material, the provision is carried at the present discounts, volume rebates, Goods and Services
value of the cash flows estimated to settle the tax (GST) and amounts collected on behalf of
obligation. third parties.
When the Group expects some or all of a Where the Group is the principal in the
provision to be reimbursed, for example, under transaction, the sales are recorded at their gross
an insurance contract, the reimbursement is values. Where the Group is effectively the agent
recognised as a separate asset, but only when in the transaction, the cost of the merchandise is
the reimbursement is virtually certain. The disclosed as a deduction from the gross value.
expense relating to a provision is presented
The Group considers whether there are other
in the statement of profit and loss net of any
promises in the contract that are separate
reimbursement.
performance obligations to which a portion of
Decommissioning liability the transaction price needs to be allocated. Any
Decommissioning costs are provided at the amounts received for which the Group does not
present value of expected costs to settle the have any separate performance obligation are
obligation using estimated cash flows and are considered as a reduction of purchase costs.
recognised as part of the cost of the particular The Group has contracts with concessionaire
asset. The unwinding of the discount is expensed whereby it facilitates in the sale of products of
as incurred and recognised in the statement of these concessionaires. The inventory of the
profit and loss as a finance cost. The estimated concessionaire does not pass to the Group till
future costs of decommissioning are reviewed
the product is sold. At the time of sale of such
annually and adjusted as appropriate. Changes
inventory, the sales value along with the cost
in the estimated future costs or in the discount
of inventory is disclosed separately as sale of
rate applied are added to or deducted from the
goods and cost of goods sold and forms part of
cost of the asset.
Revenue in the Statement of Profit and Loss, only
(k) Contingent liabilities the net revenue earned i.e. margin is recorded as
A contingent liability is a possible obligation that a part of revenue. Thus, the Group is an agent
arises from a past event, with the resolution and records revenue at the net amount that it
of the contingency dependent on uncertain retains for its agency services.
211

Loyalty Program any significant leasehold improvements under

Sales is allocated between the loyalty programme taken over the lease term, costs relating to the
and the other components of the transaction at termination of the lease and the importance of
fair value. The amount allocated to the loyalty the underlying asset to its operations taking into
programme is deferred, and is recognised account the location of the underlying asset
as revenue when the Group has fulfilled its and the availability of suitable alternatives. The
obligations to supply the discounted products lease term in future periods is reassessed to
under the terms of the programme or when it ensure that the lease term reflects the current
is no longer probable that the points under the economic circumstances.
programme will be redeemed. The Group as a lessee
Contract liabilities The Group’s lease asset classes primarily consist
A contract liability is recognised if a payment of leases for store. The Group assesses whether
is received or a payment is due (whichever a contract contains a lease, at the inception of
is earlier) from a customer before the Group a contract. A contract is, or contains, a lease if
transfers the related goods or services. Contract the contract conveys the right to control the
liabilities are recognised as revenue when use of an identified asset for a period of time in
the Group performs under the contract (i.e., exchange for consideration. To assess whether a
transfers control of the related goods or services contract conveys the right to control the use of
to the customer). an identified asset, the Group assesses whether:
(i) the contract involves the use of an identified
Other operating revenue asset (ii) The Group has substantially all of the
Other operating revenue mainly represents economic benefits from use of the asset through
recoveries made on account of advertisement the period of the lease and (iii) the Group has the
for use of space by the customers and other right to direct the use of the asset.
expenses recovered from suppliers. These are At the date of commencement of the lease, the
recognised and recorded over time or at the Group recognises a right-of-use assets (ROU)
point in time based on the arrangements with and a corresponding lease liability for all lease
concerned parties. arrangements, in which it is a lessee, except
(m) Interest income for leases with a term of twelve months or less
(short-term leases) and non-lease components
Interest income is recognised based on time
(like maintenance charges, etc.). For these short-
proportion basis considering the amount
term leases and non-lease components, the
outstanding and using the effective interest
Group recognises the lease rental payments as
rate (EIR). Interest income is included as other
an operating expense.
income in the Statement of Profit and Loss.
Certain lease arrangements includes the options
(n) Expenses
to extend or terminate the lease before the end
All expenses are accounted for on accrual basis. of the lease term. ROU assets and lease liabilities
(o) Government grants includes these options when it is reasonably
certain that they will be exercised.
Government grants are recognised where there
is reasonable assurance that the grant will be The right-of-use assets are initially recognised at
received, and all attached conditions will be cost, which comprises the initial amount of the
complied with. When the grant relates to an lease liability adjusted for any lease payments
expense item, it is recognised as income on a made at or prior to the commencement date
systematic basis over the periods that the related of the lease plus any initial direct costs less any
costs, for which it is intended to compensate, lease incentives.
are expensed. They are subsequently measured at cost less
accumulated depreciation and impairment
(p) Leases
losses and adjusted for any remeasurement
Ind AS 116 requires lessees to determine the lease of lease liabilities. The present value of the
term as the non-cancellable period of a lease expected cost to be incurred on removal of
adjusted with any option to extend or terminate assets at the time of store closure (referred as
the lease, if the use of such option is reasonably “Decommissioning liability”) is included in the
certain. The Group makes an assessment on the cost of right-of-use assets.
expected lease term on a lease-by-lease basis
Right-of-use assets are depreciated from the
and thereby assesses whether it is reasonably
commencement date on a straight-line basis
certain that any options to extend or terminate
over the lease term. Right-of-use assets are
the contract will be exercised. In evaluating the
evaluated for recoverability whenever events
lease term, the Group considers factors such as
212

or changes in circumstances indicate that their Covid-19-Related Rent Concessions

carrying amounts may not be recoverable. The amendments provide relief to lessees
For the purpose of impairment testing, the from applying Ind AS 116 guidance on lease
recoverable amount (i.e. the higher of the fair modification accounting for rent concessions
value less cost to sell and the value-in-use) is arising as a direct consequence of the Covid-19
determined on an individual asset basis unless pandemic. As a practical expedient, a lessee may
the asset does not generate cash flows that elect not to assess whether a Covid-19 related
are largely independent of those from other rent concession from a lessor is a lease
assets. In such cases, the recoverable amount is modification. A lessee that makes this election
determined for the Cash Generating Unit (CGU) accounts for any change in lease payments
to which the asset belongs. resulting from the Covid-19 related rent
The lease liabilities are initially measured at the concession the same way it would account
present value of the future lease payments. for the change under Ind AS 116, if the change
The lease payments include fixed payments were not a lease modification. The amendments
(including in substance fixed payments) less are applicable for annual reporting periods
any lease incentives receivable and amounts beginning on or after April 01, 2021.
expected to be paid under residual value MCA issued an amendment to Ind AS 116
guarantees. Variable lease payments that do not Covid-19 related Rent Concessions beyond 30
depend on an index or a rate are recognised as June 2021 to update the condition for lessees
expense. to apply the relief to a reduction in lease
The lease payments are discounted using the payments originally due on or before 30 June
2022 from 30 June 2021. The Group has applied
interest rate implicit in the lease or, if not readily
this amendment to annual reporting periods
determinable, using the incremental borrowing
beginning on or after 1 April 2021 in respect of
rates for similar term of borrowing as the leases,
lease agreements where negotiations have been
for the Group. After the commencement date,
completed and accounted the unconditional
the amount of lease liabilities is increased to
rent concessions as per Note 30.
reflect the accretion of interest and reduced for
the lease payments made. (q) Income tax
In addition, the carrying amount of lease Current Tax
liabilities is remeasured if there is a modification,

Current income tax assets and liabilities
a change in the lease term, a change in the lease
are measured at the amount expected to
payments (e.g., changes to future payments be recovered from or paid to the taxation
resulting from a change in an index or rate used authorities. The tax rates and tax laws used to
to determine such lease payments) or a change compute the amount are those that are enacted
in the assessment of an option to purchase the or substantively enacted, at the reporting date.
underlying asset.
Current income tax relating to items recognised

Lease liability and ROU asset have been outside profit or loss is recognised outside profit
separately presented in the Balance Sheet and or loss (either in other comprehensive income
lease payments have been classified as financing or in equity). Management periodically evaluates
cash flows. positions taken in the tax returns with respect
Short-term leases to situations in which applicable tax regulations
are subject to interpretation and establishes

The Group applies the short-term lease
provisions where appropriate.
recognition exemption to its short-term leases
(i.e., those leases that have a lease term of 12 Deferred tax
months or less from the commencement date Deferred tax is provided on temporary differences
and do not contain a purchase option). Lease between the tax bases and accounting bases of
payments on short-term leases is recognised as assets and liabilities at the tax rates and laws that
expense on a straight-line basis over the lease have been enacted or substantively enacted at
term. the Balance Sheet date.
Group as a lessor Deferred tax assets are recognised for all
deductible temporary differences, the carry
Leases for which the Group is a lessor is classified
forward of unused tax credits and any unused
as a finance or operating lease. Whenever the
tax losses, to the extent that it is probable that
terms of the lease transfer substantially all the
taxable profit will be available against which the
risks and rewards of ownership to the lessee, the
deductible temporary differences, and the carry
contract is classified as a finance lease. All other forward of unused tax credits and unused tax
leases are classified as operating leases. losses can be utilised.
213


The carrying amount of deferred tax assets Goodwill is initially measured at cost,
is reviewed at each Balance Sheet date and being the excess of the aggregate of the
reduced to the extent that it is no longer consideration transferred over the net
probable that sufficient taxable profit will be identifiable assets acquired and liabilities
available to allow all or part of the deferred tax assumed. If the fair value of the net assets
asset to be utilised. Unrecognised deferred tax acquired is in excess of the aggregate
assets are re-assessed at each reporting date and consideration transferred, the Group
are recognised to the extent that it has become re-assesses whether it has correctly
probable that future taxable profits will allow the identified all of the assets acquired and all
deferred tax asset to be recovered. of the liabilities assumed and reviews the
Deferred tax liabilities are recognised for all procedures used to measure the amounts
taxable temporary differences to be recognised at the acquisition date. If
Deferred tax assets and liabilities are offset the reassessment still results in an excess
when there is legally enforceable right to offset of the fair value of net assets acquired over
current tax assets and liabilities and when the the aggregate consideration transferred,
deferred tax balances relate to the same taxation then the gain is recognised in OCI and
authority. Current tax assets and tax liabilities are accumulated in equity as capital reserve.
offset where the entity has a legally enforceable However, if there is no clear evidence of
right to offset and intends either to settle on net bargain purchase, the entity recognises the
basis, or to realise the asset and settle the liability gain directly in equity as capital reserve,
simultaneously. without routing the same through OCI.
(r) Business combination
After initial recognition, goodwill is
measured at cost less any accumulated
(i) Business combinations are accounted for
impairment losses.
using the acquisition method. The cost of
an acquisition is measured as the aggregate Goodwill is tested for impairment annually,
of the consideration transferred measured or more frequently when there is an
at acquisition date fair value. Acquisition- indication that it may be impaired. Any
related costs are expensed as incurred. impairment loss for goodwill is recognised
At the acquisition date, the identifiable in profit or loss. An impairment loss
assets acquired and the liabilities assumed recognised for goodwill is not reversed in
are recognised at their acquisition date subsequent periods.
fair values. For this purpose, the liabilities If the initial accounting for a business
assumed include contingent liabilities combination is incomplete by the end
representing present obligation and they of the reporting period in which the
are measured at their acquisition fair values combination occurs, the Group reports
irrespective of the fact that outflow of provisional amounts for the items for
resources embodying economic benefits which the accounting is incomplete. Those
is not probable. However, the following provisional amounts are adjusted through
assets and liabilities acquired in a business goodwill during the measurement period, or
combination are measured at the basis additional assets or liabilities are recognised,
indicated below: to reflect new information obtained about
Deferred tax assets or liabilities, and the facts and circumstances that existed at
assets or liabilities related to employee the acquisition date that, if known, would
benefit arrangements are recognised and have affected the amounts recognised at
measured in accordance with Ind AS 12 that date. These adjustments are called
Income Taxes and Ind AS 19 Employee as measurement period adjustments. The
Benefits respectively. measurement period does not exceed one
When the Group acquires a business, it year from the acquisition date.
assesses the financial assets and liabilities (ii)
Business combination involving entities
assumed for appropriate classification or businesses under common control are
and designation in accordance with accounted for using the pooling of interest
the contractual terms, economic method whereby the assets and liabilities
circumstances and pertinent conditions as of the combining entities / business
at the acquisition date. are reflected at their carrying value and

Any contingent consideration to be necessary adjustments, if any, have given
transferred by the acquirer is recognised at effect to as per the scheme approved by
fair value at the acquisition date. National Company Law Tribunal.
214

(s) Compound instrument - non-cumulative non- the period are adjusted for the effects of all
convertible redeemable preference shares dilutive potential equity shares.

Non-cumulative non-convertible redeemable (w) Cash Flow Statement
preference shares where payment of dividend
is discretionary and which are mandatorily Cash flows are reported using the indirect
redeemable on a specific date, are classified method, whereby profit for the period is adjusted
as compound instruments. The fair value of for the effects of transactions of a non-cash
liabilities portion is determined by discounting nature, any deferrals or accruals of past or future
amount repayable at maturity using market rate operating cash receipts or payments and item
of interest. Difference between proceed received of income or expenses associated with investing
and fair value of liability on initial recognition is or financing cash flows. The cash flows from
included in equity, net of tax effects and not operating, investing and financing activities of
remeasured subsequently. Liability component the Group are segregated.
of non-convertible redeemable preference
shares are subsequently measured at amortised (x) Measurement of EBITDA
cost. The interest on these non-convertible The Group has elected to present Earnings
redeemable preference shares are recognised in (including interest income) before Interest
profit or loss as finance costs. expense, tax, depreciation and amortisation
(t) Segment reporting (EBITDA) as a separate line item on the face of
the Statement of Profit and Loss.
Operating segment are reported in a manner
consistent with the internal reporting provided (y) New and amended standards
to the chief operating decision maker. Amendments and interpretations as outlined
(u) Borrowing cost below apply for the year ended 31 March, 2022,
Borrowing costs directly attributable to the but do not have an impact on the Consolidated
acquisition, construction or production of an Financial Statements.
asset that necessarily takes a substantial period a. Ind AS 109: Financial Instruments- Fees in
of time to get ready for its intended use or sale the ’10 per cent’ test for derecognition of
are capitalised as part of the cost of the asset. financial liabilities
All other borrowing costs are expensed in the
period in which they occur. Borrowing costs b. Ind AS 101: First-time Adoption of Indian
consist of interest and other costs that an entity Accounting Standards- Subsidiary as a first-
incurs in connection with the borrowing of time adopter
funds. c. Ind AS 103: Business combinations
(v) Earnings per share d. Ind AS 16: Property , Plant and Equipment :
Basic earnings per share is calculated by dividing Proceeds before Intended Use
the net profit or loss for the period attributable e. Ind AS 37: Onerous Contracts – Costs of
to equity shareholders of the Group by the Fulfilling a Contract
weighted average number of equity shares f. Ind AS 41: Agriculture – Taxation in fair value
outstanding during the period. For the purpose
measurements
of calculating diluted earnings per share, the net
profit or loss for the period attributable to equity The Group has not early adopted any standards
shareholders of the Group and the weighted or amendments that have been issued but are
average number of shares outstanding during not yet effective.
215

3. Property, plant and equipment
` in Lakhs
Leasehold Plant and Computer Vehicles Furniture Office Total
improvements machineries hardwares and fixtures equipments
As at April 01, 2021 15,443.04 7,251.65 2,789.81 20.24 9,765.42 328.74 35,598.90
As at March 31, 2022 16,444.00 7,224.08 2,891.73 20.24 10,174.24 323.54 37,077.83
As at March 31, 2023 17,607.30 7,412.20 3,065.51 20.24 10,347.21 384.16 38,836.62
Accumulated depreciation
As at April 01, 2021 7,164.20 3,130.74 2,087.25 19.34 5,042.55 142.56 17,586.64
Depreciation for the year (refer 1,559.36 806.66 229.33 0.14 892.70 44.05 3,532.24
note 26)
As at March 31, 2022 8,600.66 3,768.13 2,278.20 19.48 5,773.18 173.56 20,613.21
Depreciation for the year (refer 1,402.18 768.74 239.27 0.09 932.81 38.19 3,381.28
note 26)
As at March 31, 2023 9,827.74 4,373.15 2,423.42 19.57 6,342.18 186.26 23,172.32
Net carrying amount
As at March 31, 2023 7,779.56 3,039.05 642.09 0.67 4,005.03 197.90 15,664.30
As at March 31, 2022 7,843.34 3,455.95 613.53 0.76 4,401.06 149.98 16,464.62
Note : Refer note 14 for hypothecation of Property, plant and equipment.

Capital work in progress
` in Lakhs
As at April 01, 2021 282.59
As at March 31, 2022 797.48
As at March 31, 2023 205.17
CWIP Ageing Schedule
` in Lakhs
0-1 year 1-2 years 2-3 years More than 3 Total
years
Upcoming stores 177.11 15.63 4.71 7.71 205.17
177.11 15.63 4.71 7.71 205.17
Upcoming stores 702.80 29.45 65.23 - 797.48
702.80 29.45 65.23 - 797.48
216

4. Other Intangible assets & Goodwill
` in Lakhs
Computer Know-how Designs Brands Goodwill Total
softwares and licenses
As at April 01, 2021 1,759.86 257.82 440.80 19,799.00 13,127.00 35,384.48
Additions during the year 29.49 - 83.06 - - 112.55
Disposals during the year 5.68 - - - - 5.68
As at March 31, 2022 1,783.67 257.82 523.86 19,799.00 13,127.00 35,491.35
Additions during the year 339.66 - 63.80 - - 403.46
Disposals during the year - - - - - -
As at March 31, 2023 2,123.33 257.82 587.66 19,799.00 13,127.00 35,894.81
Accumulated amortisation
As at April 01, 2021 1,107.48 226.78 220.09 - - 1,554.35
Amortisation for the year (refer note 26) 188.82 - 154.53 - - 343.35
Disposals for the year 3.48 - - - - 3.48
As at March 31, 2022 1,292.82 226.78 374.62 - - 1,894.22
Amortisation for the year (refer note 26) 173.19 - 119.13 - - 292.32
Disposals for the year - - - - - -
As at March 31, 2023 1,466.01 226.78 493.75 - - 2,186.54
Net carrying amount
As at March 31, 2023 657.32 31.04 93.91 19,799.00 13,127.00 33,708.27
As at March 31, 2022 490.85 31.04 149.24 19,799.00 13,127.00 33,597.13
Net Book Value As at As at

March 31, 2023 March 31, 2022
Goodwill 13,127.00 13,127.00
Other Intangible Assets 20,581.27 20,470.13
33,708.27 33,597.13
Brands and Goodwill are considered to have an indefinite useful life taking into account that there are no technical,
technological or commercial risks of obsolescence or limitations under contract or law. Brand amounting to ` 8,625.00
Lakhs is in respect of the Parent Company and the remaining portion of Brand and Goodwill pertains to acquisition of a
subsidiary in earlier years. The Group tests whether brands and goodwill have suffered any impairment on an annual basis.
The recoverable amount has been determined based on value in use for current and previous financial years. Value in use
for Brands and Goodwill has been determined based on relief from royalty method and discounted cash flow method
respectively, using future cash flows, after considering current economic conditions and trends, estimated future operating
results, growth rates and anticipated future economic conditions. Basis the assessment, the management has concluded that
there is no impairment in respect of Brands and Goodwill.
5. Inventories
(at the lower of cost and net realisable value)
As at As at
March 31, 2023 March 31, 2022
Raw materials 57.51 48.11
Finished goods 46.17 46.88
Stock-in-trade 26,062.25 25,567.59
Packing materials 285.45 378.76
26,451.38 26,041.34
217

6. Investments
As at As at
March 31, 2023 March 31, 2022
(i) Non-current
Unquoted
Investments in equity instruments (At FVTOCI)
Retailer’s Association of India: 10,000 equity shares (March 31, 2022: 10,000 1.00 1.00
equity shares) of ` 10 each, fully paid up
Investments in equity instruments (At FVTPL)
The Saraswat Co-operative Bank Limited: 2,500 equity shares (March 31, 7.36 7.36
2022: 2,500 equity shares) of ` 10 each, fully paid up
Investment in government securities (At amortised cost)
National savings certificates 31.92 31.92
Investment in Alternative Investment Fund (At FVTPL)
Fireside Ventures Investment Fund I : 1,335.260 units (March 31, 2022: 7,335.42 7,261.62
1,323.996 units) of face value ` 100,000 each
7,375.70 7,301.90
(ii) Current
Quoted
Investment in mutual fund (at FVTPL)
ICICI Prudential Liquid Fund - Direct Plan - Growth: 606,585.05 Units of 2,021.05 2,077.68
` 333.19 each (March 31, 2022 : 659,044.69 Units of ` 315.26 each)
2,021.05 2,077.68
As at As at
March 31, 2023 March 31, 2022
Aggregate market value of quoted investments 2,021.05 2,077.68
Aggregate value of unquoted investments 7,375.70 7,301.90
Refer note 38 for information about fair value measurements and credit and market risk on investments.
These investments in equity instruments are not held for trading. Upon application of Ind AS 109, the Group has chosen to
designate these investments in equity instruments at FVTOCI as the management belives that this provides a more meaningful
presentation for long-term investments than reflecting changes in fair value immediately in statement of profit and loss.
Based on the aforesaid election, fair value changes are accumulated within equity under “Fair Value Changes through Other
Comprehensive Income - Equity Instruments.” The Group transfers amount from this reserve to retained earnings when
relevant equity shares are derecognized. The fair value of such unquoted investments has been carried out by applying
applicable valuation methodologies, which has been performed by independent valuation experts.
7. Trade receivables
(Unsecured)
As at As at
March 31, 2023 March 31, 2022
Considered good 1,976.03 2,662.96
Significant increase in credit risk 313.99 2,871.56
2,290.02 5,534.52
Significant increase in credit risk (313.99) (2,871.56)
1,976.03 2,662.96
218

7. Trade receivables (continued)

Trade receivables Ageing Schedule

` in Lakhs
Curent Outstanding for following periods from due date of payment Total
but not Less than 6months 1-2 years 2-3 years More than
due 6 months -1 year 3 years
Undisputed Trade Receivables – 881.06 777.00 0.26 0.17 317.54 0.00* 1,976.03
considered good
Undisputed Trade Receivables – - - 97.72 62.76 28.64 124.87 313.99
credit risk
881.06 777.00 97.98 62.93 346.18 124.87 2,290.02
` in Lakhs
Current Outstanding for following periods from due date of payment Total
but not
6 months -1year 3 years
Undisputed Trade Receivables – 562.93 1,770.70 - 322.07 0.33 6.93 2,662.96
considered good
Undisputed Trade Receivables – - - 98.39 357.65 2,350.87 64.65 2,871.56
credit risk
562.93 1,770.70 98.39 679.72 2,351.20 71.58 5,534.52
Refer note 36 for receivables from related parties.
No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other
person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a
partner, a director or a member.
*Amount is lesser than the rounding off norms followed by the Group.
8. Cash and cash equivalents
As at As at
March 31, 2023 March 31, 2022
Balance with banks
Cash on hand 280.23 314.15
1,316.77 1,685.14
9. Bank balances other than cash and cash equivalents
As at As at
March 31, 2023 March 31, 2022
Deposits with original maturity of more than 3 months and less than 12 months* 445.54 123.01
445.54 123.01
*marked as lien with Banks and various authorities for working capital facilities, licenses etc.
219

10. Other financial assets

(Unsecured, considered good, unless otherwise stated)
As at As at
March 31, 2023 March 31, 2022
(i) Non-current
Security Deposits
- Considered good 4,820.53 5,063.59
- Significant increase in credit risk 53.76 51.32
5,123.46 5,338.12
- Significant increase in credit risk (53.76) (51.32)
(302.93) (274.53)
4,820.53 5,063.59
Bank deposits with original maturity of more than 12 months 39.52 57.48
National savings certificates pledged with government authorities # 15.26 15.26
Margin money deposit * 70.26 178.96
4,956.97 5,330.35
(ii) Current
Security Deposits
- Considered good 3.00 25.56
64.49 81.04
3.00 25.56
Employee loans and advances
- Considered good 34.17 34.82
112.17 112.82
34.17 34.82
Advances to employees 26.81 22.65
Other receivables 105.24 105.59
185.41 198.58
# Pledged with excise department.
*Margin money deposit are encumbered with banks against bank guarantees.
11. Other assets

(Unsecured and considered good)
As at As at
March 31, 2023 March 31, 2022
(i) Non-current
Capital advances 159.97 92.10
Deposits for claims and tax disputes 8.75 28.45
168.95 125.14
(ii) Current
Advances for goods and services 1,173.29 1,157.02
Balance with Statutory / Government authorities 2,205.70 1,685.01
4,000.57 3,311.54
220

12. Equity share capital

Authorised:
Equity shares of ` 5 each 2,99,01,00,000 1,49,505.00 2,99,01,00,000 1,49,505.00
Preference shares of ` 100 each* 5,00,000 500.00 5,00,000 500.00
2,99,06,00,000 1,50,005.00 2,99,06,00,000 1,50,005.00
Issued, subscribed and fully paid-up:
Equity shares of ` 5 each 9,01,32,009 4,506.60 9,01,32,009 4,506.60
9,01,32,009 4,506.60 9,01,32,009 4,506.60
* 0.01% non-cumulative non-convertible redeemable preference shares of ` 100 each issued are classified as financial liability
[refer note 15(i)].
(a) Reconciliation of the shares outstanding at the beginning and at the end of the year:

Equity shares
At the beginning of the year 9,01,32,009 4,506.60 9,01,32,009 4,506.60
At the end of the year 9,01,32,009 4,506.60 9,01,32,009 4,506.60
(b) Rights, preferences and restrictions attached to equity shares:
The Parent Company has only one class of equity shares having a par value of ` 5 per share. Each holder of equity shares
is entitled to one vote per share. In the event of liquidation of the Group, the holders of equity shares will be entitled to
receive remaining assets of the Group, after distribution of all preferential amounts. The distribution will be in proportion
to the number of equity shares held by the shareholders.
(c) Particulars of shareholders holding more than 5% shares of fully paid up equity shares:

No. of shares % No. of shares %
Rainbow Investments Limited 3,96,04,042 43.94% 3,96,04,042 43.94%
(d) Aggregate number of shares issued for consideration other than cash during the period of five years immediately
preceding the reporting date:
As at March As at March As at March As at March As at March
31, 2023 31, 2022 31, 2021 31, 2020 31, 2019
Equity shares of ` 5 each allotted as fully paid-up 7,95,34,226 7,95,34,226 7,95,34,226 7,95,34,226 7,95,34,226
pursuant to the Scheme [(refer note 13(a) & 2.2(r)(ii)]
Preference shares of ` 100 each allotted as fully 5,00,000 5,00,000 5,00,000 5,00,000 5,00,000
paid-up pursuant to the Scheme [(refer note 13(a)
& 2.2(r)(ii)]
(e) Details of shares held by promoters and promotor group
the year year
3 Castor Investments Limited 23,90,661 - 23,90,661 2.65% -
4 Quest Capital Markets Limited 17,41,508 - 17,41,508 1.93% -
5 PCBL Limited 11,46,613 - 11,46,613 1.27% -
6 Saregama India Limited 10,50,590 - 10,50,590 1.17% -
7 Integrated Coal Mining Limited 24,56,247 - 24,56,247 2.73% 0.00%
9 Lebnitze Real Estates Private Limited 1,399 - 1,399 0.00% -
221


the year year
11 Sanjiv Goenka 91,659 - 91,659 0.10% -
12 Shashwat Goenka 75,756 - 75,756 0.08% -
13 Preeti Goenka 17,150 - 17,150 0.02% -
14 Avarna Jain 340 - 340 0.00% -
5,30,08,514 - 5,30,08,514 58.81% -

3 Castor Investments Limited 20,60,661 3,30,000 23,90,661 2.65% 16.01%
4 Quest Capital Markets Limited - 17,41,508 17,41,508 1.93% 100.00%
5 PCBL Limited 11,46,613 - 11,46,613 1.27% -
6 Saregama India Limited 8,56,790 1,93,800 10,50,590 1.17% 22.62%
7 Integrated Coal Mining Limited 24,56,247 - 24,56,247 2.73% -
8 Kolkata Metro Networks Limited 1,93,800 (1,93,800) - 0.00% -100.00%
10 Lebnitze Real Estates Private Limited - 1,399 1,399 0.00% 100.00%
12 Sanjiv Goenka 91,659 - 91,659 0.10% -
13 Shashwat Goenka 75,756 - 75,756 0.08% -
14 Preeti Goenka 17,150 - 17,150 0.02% -
15 Avarna Jain 340 - 340 0.00% -
5,09,35,607 20,72,907 5,30,08,514 58.81% 4.07%
(f) None of the shares were issued as bonus or bought back since incorporation by the Parent Company.
13. Other equity
As at As at
March 31, 2023 March 31, 2022
Capital reserve
Balance as at end of the year (a) 56,133.85 56,133.85
Securities premium
Balance as at end of the year (b) 7,196.57 7,196.57
Share based payment reserve
Balance as at beginning of the year 33.57 18.63
Addition on account of ESOP 2019 (refer note 37) 6.80 14.94
Balance as at end of the year (c) 40.37 33.57
Treasury Shares
Balance as at beginning of the year (100.28) (100.28)
Balance as at end of the year (d) (100.28) (100.28)
Retained earnings
Balance as at beginning of the year (61,584.63) (49,122.18)
Loss for the year (21,039.68) (12,146.04)
Remeasurement of defined benefit plans (199.67) (316.41)
Balance as at end of the year (e) (82,823.98) (61,584.63)
Total Other Equity (a) + (b) + (c) + (d) + (e) (19,553.47) 1,679.08
Note :
(a) The Capital Reserve had arisen pursuant to the composite Scheme of Arrangement amongst the erstwhile Parent
Company, CESC Limited and eight other companies and their respective shareholders, as approved by Hon’ble National
222

Company Law Tribunal (NCLT).

(b) The amount received in excess of face value of the equity shares is recognised in securities premium. This reserve is
utilised in accordance with the specific provisions of the Companies Act, 2013.
(c) The Holding Company has an ESOP 2019 scheme under which options to subscribe for the Parent Company’s equity
shares have been granted to eligible employees. The share based payment reserve is used to recognise the grant date
fair value of such options granted (refer note 37).
(d) For the purpose of ESOP 2019 Scheme, the Parent Company has created Spencer’s Employee Benefit Trust (Trust)
for distributing shares to eligible employees. The Trust buys shares of the Parent Company from the market, for giving
shares to eligible employees. The Group treats shares held by Trust as treasury shares (refer note 37).
(e) Retained earnings are the profits/(loss) that the Group has earned/incurred till date, less any transfers to general reserve,
dividends or other distributions paid to shareholders. Retained earnings includes re-measurement loss / (gain) on defined
benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss. Retained earnings is a free reserve
available to the Group and eligible for distribution to shareholders, in case where it has positive balance represents net
earnings till date.
14. Borrowings
As at As at
March 31, 2023 March 31, 2022
(i) Non- Current Borrowings
(Secured)
Term Loan from Banks 21,708.94 13,116.67
Less : current maturities of long term borrowings (5,006.28) (2,816.67)
Less : Unamortised Borrowing Cost (196.39) (114.93)
16,506.27 10,185.07
Term Loan from Financial Institutions 2,520.83 3,437.50
Less : current maturities of long term borrowings (916.67) (916.67)
Less : Unamortised Borrowing Cost (23.49) (31.94)
1,580.67 2,488.89
18,086.94 12,673.96
1. Security & other terms the entire current assets of the Parent Company. The
Out of the term loan from banks: said loan is payable after 9 months from the date of
first disbursement in 18 equal quarterly installments of
a)
` 166.67 Lakhs each.
is secured by first Pari Passu charge by way of
hypothecation over moveable fixed assets including
` 4,800.00 Lakhs (March 31, 2022 : ` 6,000.00
plant and equipment of the Parent Company and Lakhs ) is secured by first Pari Passu charge by way
second Pari Passu charge by way of hypothecation on
223

14. Borrowings (continued)
of hypothecation over moveable fixed assets of the out of this term loan. The said loan is payable after
Parent Company and second Pari Passu charge on 24 months from the date of first disbursement in 60
the entire current assets of the Parent Company. The equal monthly installments of ` 16.67 Lakhs each.
said loan is payable after 15 months from the date of
first disbursement in 20 equal quarterly installments. ` 900 Lakhs (March 31, 2022 : ` 1,300 Lakhs) pertaining
to a subsidiary is secured by exclusive first charge over

` 4,500.00 Lakhs (March 31, 2022 : ` 4,000.00
the moveable fixed assets of the subsidiary financed
Lakhs ) is secured by first Pari Passu charge by way
out of this term loan. The said loan is payable after
of hypothecation over moveable fixed assets of the
24 months from the date of first disbursement in 60
Parent Company and second Pari Passu charge on
the entire current assets of the Parent Company. The equal monthly installments of ` 33.33 Lakhs each.
said loan is payable after 12 months from the date of ` 609 Lakhs (March 31, 2022 : Nil) pertaining to a
first disbursement in 20 equal quarterly installments. subsidiary is secured by exclusive first charge over

` 5,000.00 Lakhs (March 31, 2022 : Nil ) is secured by the moveable fixed assets of the subsidiary financed
first Pari Passu charge by way of hypothecation over out of this term loan. The said loan is payable after
moveable fixed assets of the Parent Company and 15 months from the date of first disbursement in 20
second Pari Passu charge on the entire current assets quarterly installments with first 10 installments of
of the Parent Company. The said loan is payable after 1.67% of total disbursement and next 10 installments
6 months from the date of first disbursement in 19 of 8.33% of total disbursement.
equal quarterly installments.
` 1,500 Lakhs (March 31, 2022 : Nil) pertaining to a

subsidiary is secured by exclusive first charge over
the moveable fixed assets of the subsidiary financed
moveable fixed assets of the Parent Company and
second Pari Passu charge on the entire current assets out of this term loan. The said loan is payable after
of the Parent Company. The said loan is payable after 9 months from the date of first disbursement in 12
15 months from the date of first disbursement in first quarterly installments with first 4 installments of
10 quarterly installments of 1.67% of disbursement 5.00% of total disbursement and next 8 installments
& next 10 quarterly installments of 8.33% of of 10.00% of total disbursement.
disbursement.
Term Loan from Financial Institutions

c) Term loan from financial institution pertaining to a
subsidiary with balance of ` 2,520.83 Lakhs (March 31,
moveable fixed assets of the Parent Company and
2022 : ` 3,437.50 Lakhs) is secured by first charge by
second Pari Passu charge on the entire current assets
of the Parent Company. The said loan is payable after way of hypothecation over the entire current assets
9 months from the date of first disbursement in first 4 and moveable fixed assets of the subsidiary financed
quarterly installments of 5.00% of disbursement & next out of this term loan. The said loan is repayable after
8 quarterly installments of 10.00% of disbursement. 12 months from the date of first disbursement in 72
equal monthly installments of ` 76.38 Lakhs each.
b)
` NIL (March 31, 2022 : ` 150.00 Lakhs) pertaining to
a subsidiary is secured by exclusive first charge over Interest rate on loans from banks and financial
the moveable fixed assets of the subsidiary financed institutions varies from 9.20% p.a. to 10.70%. p.a.
` in Lakhs
d) Maturity profile of non current borrowings outstanding as at year end As at As at
March 31, 2023 March 31, 2022
Payable within 1 year 5,922.94 3,733.34
Payable beyond 5 years 339.80 400.00
224

14. Borrowings (continued)
2. Term loans were applied for the purpose for which the loans were obtained except for idle funds amounting to ` 259.13
Lakhs (March 31, 2022 : ` 1,001.00 lakhs) which were not required for immediate utilisation and which have been
gainfully invested in highly liquid investments.
3. The Group’s bank loan agreements contain compliance with certain financial ratios which are not met as at and for the
year ended March 31, 2023. On the basis of its past track record of timely interest and principal repayment, the Group,
as at year end March 31, 2023, had written to its concerned lenders for condonation of the non-compliance with such
ratio and has obtained confirmation from banks that the banks do not plan to take any action for such non-compliance.
The management does not expect the banks to take any action as a consequence of non-compliance of such ratio and
accordingly, no adjustment has been made in the financial statements as regards to classification of such loans and they
continue to get classified as current / non-current as per the original terms of the loan agreements.
As at As at
March 31, 2023 March 31, 2022
(ii) Current Borrowings
a. Secured
Working Capital Loan from bank [refer note (a) below] 12,296.47 9,500.00
Invoice financing facility from bank [refer note (b) below] 8,230.38 8,265.13
Current maturities of long term borrowings 5,922.95 3,733.34
Overdraft facility from bank [refer note (d) below] 4,705.07 -
b. Unsecured
Invoice financing facility from bank 4,908.62 -
Overdraft facility from bank [refer note (d) below] - 1,917.36
36,063.49 23,415.83
1. Security & other terms over moveable fixed assets of the Parent Company.
a)
` 7,688.25 Lakhs (March 31, 2022 : ` 4,500.00 Lakhs) Loan is payable in maximum period of 90 days.
Working Capital loan is secured by first Pari Passu c) ` 4,908.62 Lakhs (March 31, 2022 : Nil) Invoice
charge by way of hypothecation over entire current financing facility by Parent Company from Bank is
unsecured. Loan is payable in maximum period of
assets of the Parent Company and second Pari
120 days.
Passu charge by way of Hypothecation over entire
moveable fixed assets of the Parent Company. It is d) ` 1,810.10 Lakhs (March 31, 2022 : Nil) Overdraft facility
pertaining to a subsidiary is secured by extension of
payable on demand.
exclusive charge over the movable fixed assets of the

` 4,608.22 Lakhs (March 31, 2022 : ` 5,000.00 Lakhs) subsidiary financed out of term loan issued by the
Working Capital loan is secured by first Pari Passu same bank.
charge by way of hypothecation over entire current ` 2,894.97 Lakhs (March 31, 2022 : Nil) Overdraft
assets of the Parent Company and second Pari facility pertainig to a subsidiary is secured by first
Passu charge by way of Hypothecation over entire Pari Passu charge by way of hypothecation over
moveable fixed assets of the Parent Company. It is entire current assets of the Company. It is payable on
payable on demand. demand.
b) ` 8230.38 Lakhs (March 31, 2022 : ` 8,265.13 Lakhs) e) Overdraft facility (March 31, 2022: ` 1,917.36 Lakhs
Invoice financing facility from Bank is secured by from bank pertaining to a subsidiary repayable on
demand.
entire current assets of the Parent Company and Interest rate on loans from banks varies from 9.20%
p.a. to 10.70% p.a.
second Pari Passu charge by way of Hypothecation
225

15. Other financial liabilities

(i) Non Current
As at As at
March 31, 2023 March 31, 2022
Non-cumulative non-convertible redeemable preference shares
0.01% non-cumulative non-convertible redeemable preference shares of 125.68 114.26
` 100 each: 5,00,000 shares (March 31, 2022: 5,00,000 shares) issued
pursuant to the Scheme [(refer note 13(a)]
125.68 114.26
Rights, preferences and restrictions attached to preference shares :
The non-cumulative non-convertible redeemable 500,000 preference shares of ` 100 each carrying dividend @ 0.01%
per annum is redeemable at par after 20 years from the date of allotment.
(ii) Current
As at As at
March 31, 2023 March 31, 2022
Interest accrued but not due on borrowings 210.91 218.82
Sundry deposits 257.88 376.21
Liability for capital goods 303.36 281.11
Payable to employees 1,731.66 1,938.62
Others 65.22 271.60
2,569.03 3,086.36
16. Contract liabilities
As at As at
March 31, 2023 March 31, 2022
Advances from customers 1,426.45 1,400.41
Customer Loyalty Program Liabilities 72.64 82.33
1,499.09 1,482.74
17. Trade payables
As at As at
March 31, 2023 March 31, 2022
Total outstanding dues of micro enterprises and small enterprises (refer note 31) 657.07 528.13
Total outstanding dues of creditors other than micro enterprises and small 33,701.16 32,808.74
enterprises
34,358.23 33,336.87
Refer note 36 for dues to related parties.
Micro and small enterprises as defined under the Micro and Small Enterprises Development Act, 2006 have been identified
by the Group on the basis of the information available with them and the auditors have relied on the same.
226

Trade payable Ageing Schedule

` in Lakhs
date of payment
1 year 3 years
enterprises
29,898.14 1,951.01 988.57 1,520.51 34,358.23

` in Lakhs
date of payment
1 year 3 years
enterprises
28,844.04 2,309.09 923.14 1,260.60 33,336.87
18. Other current liabilities
As at As at
March 31, 2023 March 31, 2022
Statutory dues 743.12 812.41
Others 20.89 244.76
764.01 1,057.17
19. Provisions
(i) Non-current
As at As at
March 31, 2023 March 31, 2022
Provisions for employee benefits :
1,195.41 1,149.36
Other provisions : 417.66 404.95
Provision for decommissioning liability [refer note (a) below] 1,613.07 1,554.31
(ii) Current
As at As at
March 31, 2023 March 31, 2022
Provisions for employee benefits :
227

19. Provisions (continued)
As at As at
March 31, 2023 March 31, 2022
452.40 246.64
Other provisions :
Provision for tax disputes [refer note (b) below] 36.21 57.81
Provision for claims on leased properties [net of amount deposited - refer 460.11 460.11
note (c) below]
496.32 517.92
948.72 764.56
Note :
(a) A provision is recognised for expected cost of removal of assets situated at various rented premises and is measured at
the present value of expected costs to settle the obligation. The table below gives information about the movement in
provision for decommissioning liability :
March 31, 2023 March 31, 2022
Interest expense during the year 24.95 24.44
(b) The management has estimated the provisions for pending disputes, claims and demands relating to indirect taxes
based on it’s assessment of probability for these demands crystallizing\ against the Group in due course.
March 31, 2023 March 31, 2022
Paid during the year - (0.26)
Closing balance * 36.21 57.81
* Net of deposits as at March 31, 2023 ` 24.26 Lakhs (March 31, 2022: ` 29.26 Lakhs) made under appeal.
(c) Retailers Association of India (RAI) of which the Group is a member, had filed Special Leave Petition before the Hon’ble
Supreme Court of India, about the applicability of service tax on commercial rent on immovable property. Pending
disposal of the case, the Supreme Court had passed an interim ruling in October 2011 directing the members of RAI to
pay 50% of total service tax liability up to September 2011 to the department and to furnish a surety for balance 50%.
Accordingly the Group had already deposited ` 460.00 Lakhs and furnished a surety for ` 460.00 Lakhs towards the
balance service tax liability.
During the year ended March, 2022, the Group has settled the said case under Sabka Vishwas – (Legacy Dispute
Resolution) Scheme, 2019 and obtained a Discharge Certificate for full and final settlement of tax dues upto the period
under dispute. The Group has reversed the excess liability in the books.
The Group has also been making provision for service tax on rent from October 2011 onwards, the balance whereof as
on March 31, 2023 is ` 460.11 Lakhs (March 31, 2022: ` 460.11 Lakhs).
March 31, 2023 March 31, 2022
Balance at the start of the year 460.11 1,183.05
Provision reversed during the year (refer above) - (722.94)
228

20. Revenue from operations

March 31, 2023 March 31, 2022
Revenue from contract with customers
Sale of goods 2,55,697.44 2,38,572.22
Sale of concessionaire products 3,516.56 2,950.06
Total 2,59,214.00 2,41,522.28
Less: Goods & Services Tax (22,369.36) (17,944.32)
Less: Cost of goods sold for concessionaire products (2,768.61) (4,377.92)
2,34,076.03 2,19,200.04
Other operating revenue
-Display Income 6,749.07 6,351.43
-Others 4,433.07 4,417.15
Total revenue from contract with customers 2,45,258.17 2,29,968.62
21. Other income

March 31, 2023 March 31, 2022
Interest income on
- Bank deposits 18.69 28.53
- Security deposits 432.05 488.03
- Others 125.78 9.62
Gain on sale of investments 76.43 174.96
Fair value gain on investments measured at FVTPL 84.34 3,789.15
Reversal of net liability on termination of lease 1,575.73 370.12
Covid - 19 related rent concessions [refer note 2.2(p) & 30] 75.18 827.76
Miscellaneous income * 869.78 1,997.88
3,257.98 7,686.05
* includes provision / liabilities no longer required written back.
22. Cost of raw materials consumed

March 31, 2023 March 31, 2022
Inventories at the beginning of the year 48.11 60.76
Purchases during the year 730.05 663.76
778.16 724.52
Less: Inventories at the end of the year 57.51 48.11
720.65 676.41
23. Changes in inventories of finished goods and stock-in-trade

March 31, 2023 March 31, 2022
Inventories at the beginning of the year 25,614.47 26,332.27
Less: Inventories at the end of the year 26,108.42 25,614.47
(493.95) 717.80
229

24. Employee benefits expense

March 31, 2023 March 31, 2022
Salaries, wages and bonus * 17,804.51 16,872.46
Gratuity defined benefit plan [refer note 35] 148.29 132.93
Contribution to provident and other funds 1,240.83 1,113.33
Staff welfare expenses 666.32 763.81
19,859.95 18,882.53
* Net of ` 108.00 Lakhs (March 31, 2022 : ` 138.55 Lakhs ) claimed as subsidy under National Apprenticeship Promotion
Scheme (NAPS).
25. Other expenses

March 31, 2023 March 31, 2022
Power and fuel 5,834.47 5,028.08
Freight 725.87 930.63
Rent [refer note 2.2(p) & 30] 3,222.17 2,707.04
Repairs and maintenance
- Buildings 429.71 307.89
- Others 3,902.41 3,513.93
Insurance 182.60 232.67
Rates and taxes 595.59 486.98
Advertisement and selling expenses 4,305.40 3,807.34
Packing materials consumed 823.70 746.39
Travelling and conveyance 591.76 753.46
Communication expenses 542.14 706.77
Printing and stationery 361.18 323.38
Legal and consultancy expenses 990.40 713.04
Housekeeping expenses 2,635.40 2,546.28
Security expenses 1,972.78 1,830.82
Provision for doubtful store lease deposit 46.72 14.78
Provision for bad & doubtful debts (net) 2,516.83 833.70
- Bad debts written off
- (Adjustment) / Creation: Provision for bad and doubtful debt (2,456.49) 60.34 (845.37) (11.67)
Loss on sale of property, plant and equipment (net) 87.14 71.63
Miscellaneous expenses 1,764.98 1,683.44
29,074.76 26,392.88
26. Depreciation and amortisation expense

March 31, 2023 March 31, 2022
Depreciation of property, plant and equipment (refer note 3) 3,381.28 3,532.24
Depreciation on right-of-use assets (refer note 30) 9,499.24 8,699.41
Amortisation of other intangible assets (refer note 4) 292.32 343.35
13,172.84 12,575.00
230

27. Finance costs

March 31, 2023 March 31, 2022
Interest expense on
- Borrowings 3,948.11 2,862.05
- Lease liabilities (refer note 30) 6,687.11 6,172.89
- Non-cumulative non-convertible redeemable preference shares 11.42 10.39
- Decommissioning liability 24.95 24.44
- Others 41.48 23.14
Other costs 808.39 603.70
11,521.46 9,696.61
28. Earning per share (EPS)

Basic and diluted EPS have been calculated by dividing the loss for the year attributable to equity shareholders of the Group
by the weighted average number of Equity shares outstanding during the year.

March 31, 2023 March 31, 2022
Loss for the year (A) (` in Lakhs) (21,039.68) (12,146.04)
Weighted average number of equity shares for Basic EPS (B) 9,01,32,009 9,01,32,009
Effect of dilution :
Weighted average number of treasury shares held through ESOP trust (refer note 1,20,000 1,20,000
(i) below)
Weighted average number of equity shares adjusted for the effect of dilution (C) 9,00,12,009 9,00,12,009
Earnings per share (face value of ` 5 each) (`)
- Basic (A) / (B) (23.34) (13.48)
- Diluted (A) / (C) (23.37) (13.49)
(i) For details regarding treasury shares held through ESOP trust (refer note 13(d) and 37).
29. Commitments and contingencies

(a) Contingent liabilities
As at As at
March 31, 2023 March 31, 2022
Contingent liabilities not provided for in respect of:
(i) Sales Tax / Value Added Tax (VAT) / Goods and Services Tax demands (GST) 36.91 475.30
under appeal
(ii) Claims against the Group not acknowledged as debt 4,738.01 4,452.45
There are numerous interpretative issues relating to the Supreme Court (SC) judgement on PF dated February 28, 2019. As
a matter of caution, the Group has made a provision on a prospective basis from the date of the SC order. The Group will
update its provision, on receiving further clarity on the subject.
231

(b) Commitments
As at As at
March 31, 2023 March 31, 2022
(i) Estimated amount of contracts remaining to be executed on capital account 336.85 141.01
not provided for (net of advances)
(ii) for Investments - Others 67.50 97.50
30. Ind AS - 116 Leases

The movement in right-of-use (“ROU”) assets and lease liabilities is as below :
Right-of-use Assets : -
Particulars Buildings Buildings
As at As at
March 31, 2023 March 31, 2022
Additions [refer note (i) below] 20,164.79 12,028.06
Deletions [refer note (ii) below] (1,671.57) (1,991.97)
Depreciation (refer note 26) (9,499.24) (8,699.41)
Closing Balance 63,813.27 54,819.29
(i) Includes ` 735.57 Lakhs (March 31, 2022 : ` 698.86 Lakhs) on account of prepaid expenses on fair valuation of security
deposits.
(ii) Includes ` 79.47 Lakhs (March 31, 2022 : ` 121.58 Lakhs) pertaining to reversal of prepaid expenses (recognised on fair
valuation of security deposits) on termination of leases.
Lease Liabilities :
March 31, 2023 March 31, 2022
Additions 19,415.36 11,329.20
Interest expenses incurred for the year (refer note 27) 6,687.11 6,172.89
Deletions (3,167.83) (2,240.51)
Covid - 19 related rent concessions [refer note (iii) below] (75.17) (827.76)
Payment of lease liabilities [refer note (iv) below] (13,722.28) (12,574.02)
Closing Balance 79,908.21 70,771.02
(iii) The Ministry of Corporate Affairs vide notification dated July 24, 2020 and June 18, 2021, issued an amendment to Ind
AS: 116 ”Leases”, by inserting a practical expedient with respect to “Covid-19 Related Rent Concessions” effective from
the period beginning on or after April 01, 2020. Pursuant to the above amendment, the Group has applied the practical
expedient in respect of lease agreements where negotiations have been completed and accounted the unconditional
rent concessions of ` 75.18 Lakhs (March 31, 2022 : ` 827.76 Lakhs) in ”Other income” (refer note 21).
The Group has further adjusted rent concessions amounting to ` 2.92 Lakhs (March 31, 2022 : ` 92.33 Lakhs) during the
year ended March 31, 2023, for stores with variable lease payments in ”Other expenses” (refer note 25) in the Statement
of Profit and Loss.
(iv) Includes ` 6,687.11 Lakhs (March 31, 2022 : ` 6,172.89 Lakhs) on account of interest expenses.
232

30. Ind AS - 116 Leases (continued)
(v) The following is the break-up of current and non-current lease liabilities
Lease Liabilities :
March 31, 2023 March 31, 2022
Current lease liabilities 9,649.44 8,719.53
Non-current lease liabilities 70,258.77 62,051.49
Total 79,908.21 70,771.02
(vi) The table below provides details regarding the contractual maturities of lease liabilities as at year end on an undiscounted basis:
March 31, 2023 March 31, 2022
Less than one year 16,524.96 14,606.67
One to five years 46,253.66 41,524.58
More than five years 69,532.63 60,128.85
Total 1,32,311.25 1,16,260.10
(vii) The effective discount rate for lease liabilities is 9.28% p.a. - 10.00% p.a.
(viii) The table below provides details of amount recognised in Statement of profit and loss :
March 31, 2023 March 31, 2022
Depreciation on Right-of-use assets (refer note 26) 9,499.24 8,699.41
Interest expenses on lease liabilities (refer note 27) 6,687.11 6,172.89
Rental expenses (excluding taxes) recorded for short term leases (refer note 25) 393.63 339.60
Rental expenses (excluding taxes) recorded for variable leases (refer note 25) 2,118.34 1,685.53
Total 18,698.32 16,897.43
(ix) The Group had total cash outflows for leases of ` 16,234.25 Lakhs for the year ended March 31, 2023 (March 31, 2022 -
` 14,599.15 Lakhs).
31. Information relating to Micro and Small Enterprises (MSMEs):
March 31, 2023 March 31, 2022
(i) The principal amount and interest due there on remaining unpaid to
suppliers under Micro and Small Enterprises Development Act, 2006 as at
the end of each accounting year
Principal 602.08 488.91
Interest 12.72 5.70
(ii) The amount of interest paid by the buyer in terms of section 16 of Micro
and Small Enterprises Development Act, 2006, along with the amount of
payment made to suppliers beyond the appointed day during the year
Principal - -
Interest - -
(iii) The amount of interest due and payable for the period of delay in making
payment (which have been paid but beyond the appointed day during
the year) but without adding the interest specified under Micro and Small
Enterprises Development Act, 2006
Principal 140.56 198.73
Interest 5.68 4.92
233

March 31, 2023 March 31, 2022
(iv) The amount of interest accrued and remaining unpaid at the end of the year 39.22 28.60
being interest outstanding as at the beginning of the accounting year.
(v) The amount of further interest remaining due and payable even in the 54.99 39.22
succeeding years, until such date when interest dues above are actually
paid to the small enterprise, for the purpose of disallowance as deductible
expenditure under Section 23 of the Micro and Small Enterprises
Development Act, 2006
32. Contract balances under Ind AS 115
March 31, 2023 March 31, 2022
Trade receivables 1,976.03 2,662.96
Contract liabilities 1,499.09 1,482.74
Trade receivables are non-interest bearing and are generally on terms of 15 to 90 days.
Contract liabilities include advances received from customers against sale of gift cards and prepaid cards. It also includes
customer loyalty points not yet redeemed.
33. Deferred tax assets/(liabilities) (net)
As at As at
March 31, 2023 March 31, 2022
(a) Deferred tax relating to assets and liabilities:
-Deferred tax liabilities
Property, plant & equipment and other intangible assets (1,884.38) (1,831.96)
Unamortised borrowings costs (65.87) (49.20)
Fair value gain on investment (2,100.63) (2,074.84)
Right-of-use assets (21,552.28) (18,565.74)
Total (25,603.16) (22,521.74)
-Deferred tax assets

Carry forward business losses / unabsorbed depreciation 54,914.44 51,593.97
Disallowance under Tax Laws 661.33 553.82
Lease Liabilities 26,939.11 23,908.50
MAT (Minimum Alternative Tax) credit entitlement 141.34 141.34
Others 1,467.62 2,456.74
Total 84,123.84 78,654.36
-Deferred tax assets (net) 58,520.68 56,132.62

-Unrecognised Deferred tax assets (net)* 60,566.81 58,217.88
-Recognised Deferred tax asset/ (liability) as per consolidated (2,046.13) (2,085.26)
balance sheet**
* Deferred tax asset has not been recognised in the consolidated balance sheet in the absence of evidence supporting
reasonable certainty of future taxable income when such losses would be set off and deferred tax assets to be recovered.
** Deferred tax liabilities recognised in the consolidated balance sheet represents deferred tax on acquisition through business
combination.
Movement in deferred tax assets/(liabilities) (net)

March 31, 2023 March 31, 2022
As at the beginning of the year (2,085.26) (2,133.70)
(Charged)/credited:
- to Consolidated Statement of Profit & Loss 39.13 48.44
As at the end of the year (2,046.13) (2,085.26)
234

33. Deferred tax assets/(liabilities) (net) (Contd.)

March 31, 2023 March 31, 2022
(b) Tax expenses recognised in the Consolidated Statement of Profit & Loss
Current Tax:
Current Tax on taxable income for the year - -
Deferred tax 39.13 48.44
Total income tax expense 39.13 48.44
(c) Reconciliation of tax expense and the accounting profit
Loss before tax (21,078.81) (12,194.48)
Tax rate applicable to the Group 34.94% 34.94%
Tax amount computed using applicable tax rate (7,365.78) (4,261.24)
Tax effect of amounts which are not deductible (taxable) in calculating
taxable income:
Expenses Disallowed under Income Tax Laws 65.98 31.29
Difference in tax rate for certain entities of the group 335.44 215.59
Deferred Tax assets not recognised 6,925.23 3,965.92
Total income tax expense (39.13) (48.44)
Effective Tax rate 0.19% 0.40%
(d) The Group has tax losses of ` 93,001.41 Lakhs ( March 31, 2022 : ` 87,024.22 Lakhs) and unabsorbed depreciation of
` 73,056.00 Lakhs ( March 31, 2022 : ` 69,276.37 Lakhs) as at year end. Business loss can be carried forward for a
maximum period of eight assessment years immediately succeeding the assessment year to which the loss pertains.
Unabsorbed depreciation can be carried forward for an indefinite period.
(e)
MAT credits entitlements are taxes paid to tax authorities which can be offset against future tax
liabilities, subject to certain restrictions, within a period of 15 years from the year of origination.
The Group recognises MAT assets only to the extent it expects to realise the same within the prescribed period. The
Group has not recognised MAT assets in the absence of reasonable certainty. The expiry date of Unrecognised MAT
credit of ` 141.34 Lakhs is 11 years (March 31, 2022: 12 years).
34. Segment information

The Group has a single operating segment i.e. organised retailing. The Group at present operates only in India and therefore
the analysis of geographical segment is not applicable to the Group. There are no customers contributing more than 10% of
Revenue from operations.
35. Assets and Liabilities relating to employee defined benefits

The Group has a defined benefit gratuity plan. Every employee who has completed five years or more of service is entitled
to Gratuity on terms not less favourable than the provisions of the Payment of Gratuity Act, 1972. The scheme is funded with
an insurance company.
The amounts recognised in the balance sheet and the movements in the net defined benefit obligation are as follows :
March 31, 2023 March 31, 2022
(a) Reconciliation of present value of defined benefit obligations

Benefits paid (171.69) (209.47)
235


March 31, 2023 March 31, 2022
Balance at the end of the year 1,169.76 988.97
(b) Reconciliation of fair value of plan assets
Interest income 17.32 19.54
Contributions by employer 153.56 206.55
Benefits paid (171.69) (209.47)
Actuarial gain / (loss) (48.80) (7.04)
Balance at the end of the year 251.56 301.17
(c) Net defined benefit liabilities
Present value of defined benefit obligations 1,169.76 988.97
Fair value of plan assets (251.56) (301.17)
Net defined benefit liabilities [refer note 19] 918.20 687.80
(d) Expense recognised in Statement of Profit or Loss

Interest income (17.32) (19.54)
184.28 156.07
(e) Remeasurement recognised in Other Comprehensive Income
Actuarial (gain) / loss on plan assets 48.80 7.04
199.68 316.41
(f) The major category of plan assets as a percentage of the fair value of
total plan assets are as follows :
Investments with insurer 100% 100%
(g) Actuarial assumptions
Discount rate 7.00% to 7.40% 5.80% to 7.10%
Expected rate of return on assets 7.00% to 7.40% 6.95% to 7.10%
Future compensation growth 5.00% to 6.00% 4.60% to 6.00%
Average expected future service 27 to 29 years 27 to 30 years
Employee turnover Ranging grade wise Ranging grade wise
from 10% to 86% from 8% to 71%
Assumptions regarding future mortality experience are set in accordance with the published rates under Indian Assured Lives
Mortality ((2006-08) (modified) - ultimate).
(h) The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion
and other relevant factors, such as supply and demand in the employment market.
(i) The Group expects to contribute ` 156.37 Lakhs (March 31, 2022 : ` 246.97 Lakhs) to gratuity fund in the next
year.
(j) Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other
assumptions constant, would have affected the defined benefit obligations by the amounts shown below:
236

Change in rate As at March 31, 2023 As at March 31, 2022
Increase Decrease Increase Decrease
` in Lakhs ` in Lakhs ` in Lakhs ` in Lakhs
(i) Discount rate (0.5% movement) (18.21) 19.11 (17.50) 16.58
(ii) Future salary (0.5% movement) 19.65 (18.89) 17.05 (18.10)
(iii) Mortality (10% movement) (0.10) 0.24 (1.01) (0.55)
(iv) Attrition rate (0.5% movement) (1.45) 0.45 (1.55) (0.02)
(k) Risk Exposure

Through its defined benefit plans, the Company is exposed to some risks, the most significant of which are detailed

below:
(i) Interest rate risk: The defined benefit obligation calculated uses a discount rate based on government bonds. If
bond yields fall, the defined benefit obligation will tend to increase.
(ii) Salary Inflation risk: Higher than expected increases in salary will increase the defined benefit obligation.
(iii) Demographic risk: This is the risk of variability of results due to unsystematic nature of decrements that include
mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation
is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria. It
is important not to overstate withdrawals because in the financial analysis the retirement benefit of a short career
employee typically costs less per year as compared to a long service employee.
(l) Estimated future payments of undiscounted gratuity is as follows :
March 31, 2023 March 31, 2022
Within 12 months 356.54 246.97
Beyond 10 years 675.75 443.49
2,415.50 2,130.76
35.1 Defined Contribution Plan

The Group makes contribution to provident fund and national pension scheme towards retirement benefit plan for
eligible employees. Under the said plan, the Group is required to contribute a specified percentage of the employee’s
salaries to the fund benefits. During the year, based on applicable rates, the Group has contributed and charged
` 1,022.38 Lakhs (March 31, 2022 : ` 908.26 Lakhs) in the Consolidated Statement of Profit and Loss.
237

36. Related party disclosure
(i) Parent under de facto control as defined in Ind AS - 110 1) Rainbow Investments Limited
(ii) Entities under common control (where transactions have taken place during the year / balances outstanding) :
1) Au Bon Pain Café India Limited 12) RPSG Resource Private Limited (previously known as
Accurate Commodeal Private Limited)
2) Bowlopedia Restaurants India Limited 13) Saregama India Limited
3) CESC Limited 14) Eminent Electricty Distribution Limited
4) First Source Solutions Limited 15) RPSG Sports Private Limited
5) Guiltfree Industries Limited 16) Haldia Energy Limited
6) RPSG Ventures Limited 17) Great Wholesale Club Limited - Gratuity fund
7) Open Media Network Private Limited 18) ATK - Mohan Bagan Private Limited
8) Integrated Coal Mining Limited 19) Herbolab India Private Limited
9) PCBL Limited (Formerly known as Phillips Carbon 20) Noida Power Company Limited
Black Limited)
10) Quest Properties India Limited 21) Woodland Multispeciality Hospitals Private Limited
11) RPG Power Trading Co. Limited 22) PCBL (TN) Limited
(iii) Key Managerial Personnel

1) Sanjiv Goenka - Non-Executive Director and 7) Rahul Nayak - Whole-time Director
Chairman
2) Shashwat Goenka - Non-Executive Director 8) Rama Kant - Company Secretary (upto October 10,
2022)
3) Utsav Parekh - Independent Director 9) Neelesh Bothra - Chief Financial Officer (w.e.f.
February 09, 2022)
4) Pratip Chadhuri - Independent Director 10) Vikash Kumar Agarwal - Company Secretary (w.e.f.
February 14, 2023)
5) Rekha Sethi - Independent Director 11) Anuj Singh - Chief Executive Officer & Managing
Director (w.e.f. March 22, 2023)
6) Debanjan Mandal - Independent Director 12) Devendra Chawla - Chief Executive Officer & Managing
Director (upto January 20, 2023)
(iv) Details of transactions entered into with the related parties:
` in Lakhs
Particulars Entities under common Key Managerial Personnel Parent under de facto
control control as defined in Ind
AS - 110
For the year For the year For the year For the year For the year For the year
ended ended ended ended ended ended
March 31, March 31, March 31, March 31, March 31, March 31,
2023 2022 2023 2022 2023 2022
Transactions :
Sale of goods 765.31 539.65 - - - -
Purchases of stock-in-trade 216.90 262.15 - - - -
Rendering of services 1,131.62 1,173.17 - - - -
Contribution for Gratuity fund 158.98 200.00 - - - -
Receiving of services 48.18 20.66 - - - -
Remittance 92.63 238.16 - - - -
Electricity expenses 367.97 302.70 - - - -
License fees 59.40 59.00 - - - -
Recovery of expenses incurred - 5.57 - - - -
Rent expenses 1,055.83 904.74 - - - -
Balances written back - 31.57 - - - -
238

(iv) Details of transactions entered into with the related parties (Contd.):
` in Lakhs
Particulars Entities under common Key Managerial Personnel Parent under de facto
control control as defined in Ind
AS - 110
2023 2022 2023 2022 2023 2022
Balances written off - 38.04 - - - -
Short term employee benefits - - 1,265.85 1,103.41 - -
Retirement benefits - - 50.34 32.94 - -
Reimbursement of expenses 16.38 - 58.18 42.60 - -
Sitting fees to directors - - 50.00 45.50 - -
` in Lakhs
Balances outstanding : Entities under common Key Managerial Parent under de facto
control Personnel control as defined in Ind
AS - 110
2023 2022 2023 2022 2023 2022
Balances outstanding :
Receivable against sale of goods 22.17 49.36 - - - -
Payable for purchases of stock-in- 45.01 38.29 - - - -
trade
Receivable against reimbursement - 11.52 - - - -
Payable for services received 1.28 0.25 - - - -
Advance for goods and services - 34.20 - - - -
Payable for Remittances 117.78 242.95 - - - -
Security deposit receivable 150.53 151.20 - - - -
Notes:
(i) The Group’s principal related parties consist of Rainbow Investments Limited and key managerial personnel. The
Group’s material related party transactions and outstanding balances are with related parties with whom the Group
routinely enters into transactions in the ordinary course of business.
(ii) Key Managerial Personnel are entitled to post-employment benefits and other long term employee benefits
recognised as per Ind AS 19 - ‘Employee Benefits’ in the financial statements. As these employees benefits are lump
sum amounts provided on the basis of actuarial valuation the same is not included above.
(iii) The Group has recognised an expenses of ` 6.80 Lakhs (March 31, 2022 :` 14.94 Lakhs ) towards employee stock
options granted to Key Managerial Personnel. The same has not been considered as managerial remuneration of
the current year as defined under Section 2(78) of the Companies Act, 2013 as the options have not been exercised
(refer note 37).
239

37. Share based Payments

Spencer’s Employee Stock Option Plan 2019 (ESOP 2019)
The details of an employee share based payments plan operated through a trust for ESOP 2019 are as follows:
The ESOP 2019 plan was approved by the shareholders at the 2nd Annual General Meeting of the Parent Company held in
the year 2019. Under the scheme, stock options has been granted to eligible employees at an exercise price of ` 83.57 per
share and their stock options would vest in tranches from the date of grant (i.e June 26, 2020) and shall be exercised within
a period of five years from the date of the vesting of the options. For the purpose of this scheme, the Parent Company has
created an Spencer’s Employee Benefit Trust (ESOP Trust). The Parent Company purchases equity shares from the open
market under the ESOP Trust. Such equity shares held by the ESOP Trust are treated as treasury shares in the consolidated
financial statements.
A Details of period within which options will be vested

Period within which options will vest % of options
that will vest
B. Measurement of Fair Values
Equity-settled share based payment arrangements

The fair value of the options and the inputs used in the measurement of the grant date fair values of the equity-settled
share based payment plan are as follows:
March 31, 2023 March 31, 2022
` `
Weighted average fair value of Option at Grant Date* 39.96 39.96
Share Price at Grant Date 88.20 88.20
Exercise Price 83.57 83.57
Expected Volatility 40.69% - 40.71% 40.69% - 40.71%
Expected life 3.5 years - 6.5 years 3.5 years - 6.5 years
Expected dividends - -
Risk-free Interest Rate (based on Government Bonds) 4.64% - 5.72% 4.64% - 5.72%
Expected volatility has been based on an evaluation of the historical volatility of comparable companies.
Expected life of the options has been calculated to be the average of the maximum life and the minimum life of the
option as it has been granted to higher level management.
*The fair value of option on the date of grant has been done by an independent valuer appointed by the management
using the Black Scholes Merton Model.
C. Reconciliation of the Outstanding Share Options
The number and weighted average exercise prices of share options under the ESOP 2019 plan are as follows :
` in Lakhs
Particulars Exercise Price Number of Options
per Option
240

37. Share based Payments (Contd.)
Outstanding as on April 01, 2021 - -

Granted during the year 83.57 1,20,000
D. Expenses arising from equity settled share based payments transactions :
Particulars For the year ended For the year ended
March 31, 2023 March 31, 2022
Amount recognised in statement of profit and loss 6.80 14.94
38. Financial instruments - fair value measurements and risk management

(a) Accounting classification
The following table shows the carrying values and fair values of financial assets and financial liabilities:
` in Lakhs
Amortised Amortised
Cost Cost
Financial assets
Investments
- Equity shares (unquoted) - 7.36 1.00 8.36 - 7.36 1.00 8.36
- Alternative Investment Fund - 7,335.42 - 7,335.42 - 7,261.62 - 7,261.62
- Government Securities 31.92 - - 31.92 31.92 - - 31.92
- Mutual Fund - 2,021.05 - 2,021.05 - 2,077.68 - 2,077.68
Trade receivables 1,976.03 - - 1,976.03 2,662.96 - - 2,662.96
Cash and cash equivalents 1,316.77 - - 1,316.77 1,685.14 - - 1,685.14
Bank balances other than cash 445.54 - - 445.54 123.01 - - 123.01
and cash equivalents
Other financial assets 5,142.38 - - 5,142.38 5,528.93 - - 5,528.93
Total financial assets 8,912.64 9,363.83 1.00 18,277.47 10,031.96 9,346.66 1.00 19,379.62
Preference shares 125.68 - - 125.68 114.26 - - 114.26
Borrowings 54,150.43 - - 54,150.43 36,089.79 - - 36,089.79
Lease liabilities 79,908.21 - - 79,908.21 70,771.02 - - 70,771.02
Trade payables 34,358.23 - - 34,358.23 33,336.87 - - 33,336.87
Other financial liabilities 2,569.03 - - 2,569.03 3,086.36 - - 3,086.36
Total financial liabilities 1,71,111.58 - - 1,71,111.58 1,43,398.30 - - 1,43,398.30
(b) Measurement of fair values

The fair values of financial assets and liabilities are included at the amount that would be received on sale of asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and
assumptions used to estimate the fair values are consistent in all the years. The following methods and assumptions
were used to estimate the fair values:
(i) The fair values of investment in unquoted equity shares have been estimated using a DCF (discounted cash flow)
model. The valuation requires management to make certain assumptions about the model inputs, including
forecasted cash flows, discount rate, credit risk and volatility. The probabilities of the various estimates within the
range can be reasonably assessed and are used in management’s estimate of fair value for these unquoted equity
investments.
241

In respect of investments in alternative investment fund, the fair values represent net asset value as stated by the
respective issuer at the close of the reporting date. Net asset values represent the price at which the issuer will
issue further units and the price at which issuer will redeem such units from the investors. Accordingly, such net
asset values are analogous to fair market value with respect to these investments, as transactions of these funds are
carried out at such prices between investors and the issuer of these units.
In respect of investments in mutual funds, the fair values represent net asset value as stated by the issuers of these
mutual fund units in the published statements. Net asset values represent the price at which the issuer will issue
further units in the mutual fund and the price at which issuers will redeem such units from the investors. Accordingly,
such net asset values are analogous to fair market value with respect to these investments, as transactions of these
mutual funds are carried out at such prices between investors and the issuers of these units of mutual funds.
(ii) The carrying amount of trade receivables, cash and cash equivalents, other bank balances, other financial assets,
trade payables, current borrowings and other financial liabilities, measured at cost in the financial statements, are
considered to be the same as their fair values, due to their short term nature. Where such items are non-current in
nature, the same has been classified as Level 3 and fair value determined using discounted cash flow basis. Carrying
value of Preference shares is based on discounted cash flows using effective interest rate at the time of issue which
is a reasonable approximation of its fair value and the difference between the carrying value and fair value is not
expected to be significant. Non current borrowings including current maturity and security deposits (classified as
other financial assets) are based on discounted cash flow using an incremental borrowing rate.
(c) Fair value hierarchy

The table shown below analyses financial instruments carried at fair value, by hierarchy.
` in Lakhs
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Financial assets
Investments
- Equity shares (unquoted) - - 8.36 8.36 - - 8.36 8.36
- Alternative Investment - - 7,335.42 7,335.42 - - 7,261.62 7,261.62

Fund
- Mutual Fund 2,021.05 - - 2,021.05 2,077.68 - - 2,077.68
2,021.05 - 7,343.78 9,364.83 2,077.68 - 7,269.98 9,347.66
The different levels have been defined below :

(i) evel 1 (quoted prices in active market) : This level of hierarchy includes financial assets that are measured using
L
quoted prices (unadjusted) in active markets for identical assets or liabilities. This includes listed equity instruments
which are traded in the stock exchanges and mutual funds that have net asset value as stated by the issuers in the
published statements. The fair value of all equity instruments which are traded in the stock exchanges is valued
using the closing price as at the reporting period. The mutual funds are valued using the closing net assets value.
(ii) evel 2 (valuation technique with significant observable inputs) : This level of hierarchy includes financial assets
L
and liabilities, measured using inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). The fair value of financial
instruments that are not traded in an active market (for example, over-the counter derivatives) is determined using
242

valuation techniques which maximise the use of observable market data and rely as little as possible on entity-
specific estimates.
Level 3 (valuation technique with significant unobservable inputs) : This level of hierarchy includes financial
(iii)
assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair
values are determined in whole or in part, using a valuation model based on assumptions that are neither supported
by prices from observable current market transactions in the same instrument nor are they based on available
market data. This is the case for unlisted equity securities included in Level 3.
There have been no transfers of investments between Level 1 and Level 2 fair value measurements during the year
ended March 31, 2023 and March 31, 2022, respectively.
(d)
Reconciliation of fair value measurement of investments (categorised as level 3 above) classified as FVTPL/FVTOCI asset :
` in Lakhs
Particulars FVTOCI FVTPL FVTPL
Equity shares Equity shares Alternative

(unquoted) (unquoted) Investment Fund
As at April 01, 2021 1.00 7.36 3,452.63
Invested during the year 75.00
Gain on sale of investments - - 88.48
Proceeds during the year - - (143.64)
Fair Value gain recognised in Statement of profit and - - 3,789.15

loss
As at March 31, 2022 1.00 7.36 7,261.62
Invested during the year - - 30.00
Gain on sale of investments - - (18.74)
Proceeds during the year - - -
Fair Value gain recognised in Statement of profit and loss - - 62.54
As at March 31, 2023 1.00 7.36 7,335.42
(e) Financial risk management
The Group has exposure to the following risks arising from financial instruments:
((i) Credit risk
(ii) Liquidity risk
(iii) Market risk
The Group’s principal financial liabilities comprises of Lease liabilities, borrowings, preference shares, trade and other
payables and other financial liabilities. The main purpose of these financial liabilities is to finance and support the
operations of the Group. The Group’s principal financial assets include trade and other receivables, security deposits,
investments and cash & cash equivalents that derive directly from its operations.
The Group’s primary risk management focus is to minimise potential adverse effects of these risks by managing them
243

through a structured process of identification, assessment and prioritisation of risks followed by co-ordinated efforts
to monitor, minimize and mitigate the impact of such risks on its financial performance and capital. For this purpose,
the Group has laid comprehensive risk assessment and minimisation/mitigation procedures, which are reviewed by the
mangement from time to time. These procedures are reviewed regularly to reflect changes in market conditions and to
ensure that risks are controlled by way of properly defined framework.
(i) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Group is exposed to credit risk from its operating activities (including trade receivable and
security deposits) and from its financial activities including deposits with banks and financial institutions. An impairment
analysis is performed at each reporting date on the basis of sales channel. In addition, a large number of minor receivables
are grouped and assessed for impairment collectively.
Trade receivables :
The Group operates on business model of primarily cash and carry, credit risk from receivable perspective is insignificant.
Customer credit risk is managed basis established policies of Group, procedures and controls relating to customer
credit risk management. Outstanding receivables are regularly monitored.
Moreover, the Group’s customer base is large and diverse limiting the risk arising out of credit concentration.
Other remaining financial assets :

Investments, in the form of fixed deposits, of surplus funds are made generally with banks & financial institutions and
within credit limits assigned to each counterparty.
Credit risk in respect for security deposit given for premises taken on lease are tracked by carrying specific analysis of
all parties at each reporting period. Historically loss on security deposits are immaterial. Therefore, based on past and
forward-looking information available with management and to the best estimate of management, the Group believes
that exposure to credit risk on other remaining financial assets is not material.
(ii) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial assets. The Group manages its liquidity risk on the basis
of the business plan that ensures that the funds required for financing the business operations and meeting financial
liabilities are available in a timely manner. The Management regularly monitors rolling forecasts of the Group’s liquidity
position to ensure it has sufficient cash on an ongoing basis to meet operational fund requirements. The surplus cash
generated, over and above the operational fund requirement is invested in bank deposits and mutual fund schemes
of highly liquid nature to optimize cash returns while ensuring adequate liquidity for the Group. The Group’s objective
is to maintain a balance between continuity of funding and flexibility through the use of bank borrowings. The Group
believes that cash generated from operations, working capital management and available sources from raising funds
(including additional borrowings, if any) as needed will satisfy its cash flow requirement through at least the next twelve
months.
244

The following are the remaining contractual maturities of financial liabilities at the reporting date. The contractual cash
flow amounts are gross and undiscounted:
` in Lakhs
Financial liabilities Contractual cash flows
Carrying Within 1 1 to 5 years More than 5 Total
Value year years
Borrowings 54,150.43 36,063.49 17,967.02 339.80 54,370.31
Trade payables 34,358.23 34,358.23 - - 34,358.23
1,71,111.58 89,515.71 64,220.68 70,372.43 2,24,108.82
Borrowings 36,089.79 23,415.83 12,420.83 400.00 36,236.66
Trade payables 33,336.87 33,336.87 - - 33,336.87
1,43,398.30 74,445.73 53,945.41 61,028.85 1,89,419.99
(iii) Market risk
Market risk is the risk that the fair value of future cash flow of financial instruments may fluctuate because of changes in
market conditions. Market risk broadly comprises three types of risks namely currency risk, interest rate risk and security
price risk. The Group does not have any external currency exposure and thus currency risk is not applicable to the
Group.
The Group invests its surplus funds mainly in short term liquid schemes of mutual funds and bank fixed deposits. The
Group manages its price risk arising from these investments through diversification and by placing limits on individual
and total equity instruments / mutual funds.
(iv) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flow of a financial instrument will fluctuate because of
changes in market interest rate. The Group’s exposure to the risk of changes in market interest rates relates primarily to
Group’s borrowing with floating interest rates.
Exposure to interest rate risk

` in Lakhs
March 31, 2023 March 31, 2022
Borrowings bearing variable rate of interest 54,150.43 36,089.79
Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on affected portion of
loans and borrowings. With all other variables held constant, the Group’s profit before tax is affected through the impact
on variable rate borrowing as follows:
A change of 50 bps in interest rates would have following Impact on profit before tax
` in Lakhs
March 31, 2023 March 31, 2022
50 bp increase- decrease in profits (270.75) (180.45)
50 bp decrease- increase in profits 270.75 180.45
245

39. Capital management

For the purpose of the Group’s capital management, capital includes equity attributable to the equity holders of the Group
and all other equity reserves. The primary objective of the Group’s capital management is to ensure that it maintains an
efficient capital structure while maximising shareholder value. Apart from internal accrual, sourcing of capital is done through
judicious combination of equity and borrowing, both short term and long term.
The capital structure of the Group is based on management’s judgment of its strategic and day-to-day needs with a focus
on total equity so as to safeguard its ability to continue as a going concern and to maintain investor, creditors and market
confidence.
The Group has not defaulted on any loans payable.
40. Going Concern

The Group has incurred a net loss after tax of ` 21,039.68 lakhs for the year ended 31st March 2023 and its current liabilities,
including current borrowings, exceeds current assets by ` 49,455.26 lakhs as at 31st March 2023 . The Group has access to
unutilised credit lines with its bankers and additional capital from its promoters, if and when required. The Group also has
other investments which can be monetised, if and when required. Further, the Group has been expanding its operations,
expanding private brand, building growth towards the non-food segments (including own branded apparel), improvement
of margins through dis-continuance of loss making/ low margin stores etc. In view of the above factors, and the approved
business plan for the next year, the management is confident of its ability to generate sufficient cash to fulfil all its obligations,
including debt repayments, over the next 12 months, consequent to which, these financial statements have been prepared
on a going concern basis.
41. Additional information in respect of net assets and profit / (loss) of each entity within the group and their
proportionate share :
As at For the year For the year For the year

March 31, 2023 ended ended ended
March 31, 2023 March 31, 2023 March 31, 2023
Net Assets, i.e. Total Share in Profit or Share in other Share in total
assets minus total (Loss) comprehensive comprehensive
liabilities income income
% ` in Lakhs % ` in Lakhs % ` in % ` in Lakhs
Lakhs
Holding :
Spencer's Retail Limited (68)% 10,182.90 73% (15,323.47) 99% (197.90) 73% (15,521.37)
Subsidiaries :
1. Omnipresent Retail India (7)% 1,048.25 1% (122.61) 2% (4.77) 1% (127.38)
Private Limited
2. N
atures Basket Limited 53% (7,944.40) 27% (5,637.18) (2)% 3.00 27% (5,634.18)
Consolidation adjustment 122% (18,333.62) 0% 43.58 0% - 0% 43.58
Total 100% (15,046.87) 100% (21,039.68) 100% (199.67) 100% (21,239.35)
42. Other Statutory Information

i) The Group does not have any transactions with companies struck off.
ii) The Group does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
iii) The Group has not traded or invested in Crypto currency or Virtual Currency during the financial year.
iv) The Group has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Group shall directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
246

v) The Group has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall directly or indirectly lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf of the Group (Ultimate Beneficiaries) or provide any
guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
vi) The Group has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax
assessments under the Income Tax Act, 1961 as income during the year.
vii) There are no proceedings initiated or are pending against the Group for holding any benami property under the
Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.
viii) The Group has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with
Companies (Restriction on number of Layers) Rules, 2017
ix) The Group is maintaining its books of accounts in electronic mode and these books of accounts are accessible in India
at all times and the back-up of the books of accounts has been kept in servers physically located in India on a daily basis.
x) The quarterly returns or statements filed by the Group, where applicable, with the banks or financial institutions are in
agreement with the books of accounts.
43. Figures for the previous periods have been regrouped / reclassified wherever necessary to conform to current period’s
classification.

Managing Director

DIN: 06491536
Place : Kolkata
Date : May 22, 2023 Date : May 22, 2023
247
FORM NO. AOC.1

Statement containing salient features of the financial statement of subsidiaries / associate companies / joint
ventures (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies
(Accounts) Rules, 2014)
PART “A”: Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)
Sl.No. Particulars 1 2
Name of Subsidiary Omnipresent Natures Basket
Retail India Private Limited
Limited
1 The date since when subsidiary was acquired 26-Sep-17 4-Jul-19
2 Reporting period for the subsidiary concerned, if different from the April to March, April to March,
holding company’s reporting period same as Holding same as Holding
Company Company
3 Reporting currency and Exchange rate as on the last date of the relevant Indian Rupees Indian Rupees
Financial year in the case of foreign subsidiaries
4 Share Capital 8,609.66 57,318.00
5 Reserves and Surplus (7,561.41) (65,262.40)
6 Total Assets 1,261.82 23,342.83
7 Total Liabilities 1,261.82 23,342.83
8 Investments - 39.28
9 Turnover 2,077.24 27,441.25
10 Loss before Taxation (122.61) (5,637.18)
11 Provision for Taxation - -
12 Profit after Taxation (122.61) (5,637.18)
13 Proposed Dividend - -
14 % of Shareholding 100% 100%
For and on behalf of Board of Directors
Anuj Singh Shashwat Goenka Sanjiv Goenka

Chief Executive Officer and Managing Director Director Chairman
DIN: 09547776 DIN: 03486121 DIN: 00074796

DIN: 06491536
Date : May 22, 2023
248
1
REGISTERED OFFICE
Duncan House, 31 Netaji Subhas Road,
Kolkata 700 001, India
Phone: (033) 2487 1091 / 6625 7600
CIN: L74999WB2017PLC219355
Email: spencers.secretaial@rpsg.in

Annual Report - 2023

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SRL:SEC:SE:2023-24/32

July 12, 2023

National Stock Exchange of India Limited BSE Limited

AGARWAL Date: 2023.07.12 17:22:54

Vikash Kumar Agarwal

Spencer's Retail Limited

02 About the Report

BSE Code : 542337

NSE Symbol : SPENCERS

AGM Date : Friday, August 4, 2023

149 Notes to Standalone Financial Statements

Consolidated Financial Statement

For more investor-related information, please visit

Disclaimer: This document contains statements about expected future

Spencer’s is happy to present the Integrated Annual Report

Scope and Boundary of Report

operational risks, and outcomes relating to the key stakeholders. The

Creating Value. Delivering Experience.

Guided by Robust Governance Framework

Read More on Pages 8-9

The Company’s strategies

Fortifying Digital Presence

The Company’s progress is achieved through six capitals.

Financial Capital Human Capital

Read More on Pages 20-21

The Company’s engagement programmes toward its stakeholders.

Read More on Pages 22-23

Read More on Pages 24-25 Read More on Pages 50-51

Consolidated Performance Manufacturing Capital

Read More on Pages 28-29 Read More on Pages 32-41

Supported by the IIRC Principles

` 2,485 Crores ` 36 Crores

` (59) Crores (9)

2 Million+ 0.9 Million 65-70%

2.5 Million+ 49 Million+

44.6 MT 55.1 MT 100 kW

90,000+ Meals 1,25,000 Manhours

‘Great Place to Work’ Food Safety Training

Over Two-Decades Strong

Spencer’s Retail Limited (herein, ‘Spencer’s’ or ‘the Company’)

Visi n To be a dynamic conglomerate

107 14.43 Lakhs sq. ft

1.08 Lakhs sq. ft.

Natures Basket Distinct

Cognitive Experiential Routine

The Gift Studio

The Gift Studio (TGS) delivers a unique gifting

TGS endeavours to create a distinct brand

Offering Seamless Experience.

Spencer’s Private Brands

Staples & Electric &

Natures Basket Private Brands

Cognitive Experiential Routine

72% No. of private brands

Wide Range of Products Commitment towards Freshness

Spencer’s believes in offering its customers a seamless

An Interview with The Chairman

The year 2022-23 marked a year of optimism as the growth momentum

CEO and Managing Director Communique...

The year 2022-23 proved to be a progressive year for the

navigating multiple challenges, at Spencer’s we continued to

Harnessing Resources. Building Possibilities...

Manufacturing Capital • Stores (including Natures Basket): 186

Customers Ultimate More convenience D