(Symbol: SPENCERS) (Scrip Code: 542337) : Spencer's Retail Limited

SRL:SEC:SE:2020-21/24
10 July, 2020
The Manager The General Manager

Listing Department, Department of Corporate Service,
National Stock Exchange of India Limited BSE Limited
(Symbol: SPENCERS) (Scrip Code: 542337)
Exchange Plaza, 5th Floor Phiroze Jeejeebhoy Tower
Plot No. C/1, G-Block Dalal Street
Bandra-Kurla Complex Mumbai – 400 001
Bandra (East),
Mumbai – 400 051
The Secretary
The Calcutta Stock Exchange Limited
(Scrip Code: 30028)
7, Lyons Range
Kolkata – 700 001
Dear Sir,
Third Annual General Meeting & Book Closure
Further to our letter no. SRL:SEC:SE:2020-21/20 dated 6 July, 2020, we write to inform you that the
Register of members will remain closed from 27 July, 2020 to 3 August, 2020 (both days inclusive) for
the purpose of Third Annual General Meeting of the Company to be held through Video Conferencing /
Other Audio Visual Means on Monday, 3 August, 2020 at 12.30 pm (IST).
Copies of the Notice and Annual Report being dispatched to the shareholders are attached herewith.
Yours faithfully,
For Spencer’s Retail Limited
Rama Kant
(Company Secretary)
FCS-4818
Spencer's Retail Limited

(FormerlyKnown as RP-SG 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
OPTION : 1
ROBUST
PLATFORM OPTION : 2
SPENCER’S RETAIL LIMITED | ANNUAL REPORT FY2019-20

SPENCER’S RETAIL LIMITED
(Formerly known as RP-SG Retail Limited)
ROBUST PLATFORM
CORPORATE INFORMATION There is a significant transformation underway
Board of Directors in India’s retail sector.
Name of the Directors Designation
Dr. Sanjiv Goenka Non–executive Non-Independent Director and Chairman Consumers are turning increasingly to omni-
Mr. Shashwat Goenka Non-executive Non-Independent Director
Mr. Pratip Chaudhuri Non-executive Independent Director
channel engagements with retailers. As a result,
Ms. Rekha Sethi Non-executive Independent Director online modes are beginning to coexist with
Mr. Utsav Parekh Non-executive Independent Director
Mr. Debanjan Mandal Non-executive Independent Director
brick-and-mortar stores in driving offtake.
Mr. Devendra Chawla CEO and Managing Director Suddenly, it is not offline or online; the new order
Mr. Rahul Nayak Whole-time Director
of the day is offline and online.
Key Managerial Personnel
Mr. Kumar Tanmay Chief Financial Officer (CFO) At Spencer’s, we transformed our operating
Mr. Rama Kant Company Secretary and Compliance Officer
platform with speed and agility, providing
The exciting world of
Auditors Solicitors
S.R. Batliboi & Co. LLP, Chartered Accountants Khaitan & Co. customers with the convenience and option to
Registered Office Spencer’s Retail Limited
Wholly Owned Subsidiary Registrar and Share Transfer Agent
purchase through multiple channels.
Duncan House, Natures Basket Limited (w.e.f. 4th July, Link Intime India Private Limited
31, Netaji Subhas Road, 2019) Address -C 101, 1st Floor, 247 Park,
L B S Marg, Vikhroli West,
A Spencer’s in-store visit provides safety and
Kolkata 700 001, India Omnipresent Retail India Private Limited.
Tel : 033-6625 7600 Bankers
Mumbai – 400083
Tel: +91 22 49186000 convenience of buying differentiated offerings,
Corporate Office Email Id: rnt.helpdesk@linkintime.co.in
RPSG House,
ICICI Bank Limited
Axis Bank Limited
Website: www.linkintime.co.in wide range of assortments and a superior
Yes Bank Limited
2/4, Judges Court Road,
Kolkata – 700 027, India
State Bank of India
Depositories
National Security Depository Limited
customer experience. We provide our online
HDFC Bank Limited
Tel : 033-2487 1091 Standard Chartered Bank
RBL Bank Limited
(NSDL)
Central Security Depository (India) Limited
customers with a greater convenience of
Corporate Identity Number:
L74999WB2017PLC219355 Listing of Shares
(CDSL)
accessibility and doorstep delivery over pure play
E-mail: spencers.secretarial@rpsg.in The National Stock Exchange of India
Website: www.spencersretail.com Limited (NSE) online players.
The BSE Limited (BSE)
The Calcutta Stock Exchange Limited (CSE)
By complementing these initiatives with Phone
delivery, ChatBot and WhatsApp ordering,
Content
Robust platform 2 Spencer’s as preferred destination for big retail days 19 Spencer’s has made it possible to buy anything,
The exciting world of Spencer’s Retail Limited 3 How we have performed financially 20
anytime and from any place.
Chairman’s overview 5 How Spencer’s protected the interest of stakeholders
during the Covid-19 pandemic 21
CEO’s overview 7
Notice 24
We will continue to position our stores as hubs to
How Spencer’s transformed its business in FY2019-20 8
How we grew competencies at Spencer’s 10 Board’s report 32 ensure that if someone needs to buy, Spencer’s is
Management Discussion and Analysis 37
Spencer’s acquisition of Natures Basket
How private brands are growing at Spencer’s
12
14 Report on Corporate Governance 44 never more than an arm’s length away.
Our stakeholder value creation report 16 Standalone Financial Statements 84
Consolidated Financial Statements 134
CORPORATE OVERVIEW MANAGEMENT REVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Execution
excellence: Put your Risk-taking:
heart and soul into Dare to go
your actions beyond
Corporate snapshot Core
The exciting world of

values: The
six core values
reflect the Group’s
Spencer’s Retail Limited Speed: Move
ahead of time
fundamental beliefs
and are the guiding
Customer
happiness: Bring
a smile on the face
principles that help of your customer
to determine the
right path.
Humaneness: Credibility:
Be caring and Instil trust and
respectful to all confidence with
your actions
Rich legacy comprises L’Exclusif, Natures and HandsOn, Numkeen, Bath Beauty &
Spencer’s Retail Limited was Healthy Alternatives. Co, Besser and Inscapes.
established in 1893 by a British
national in India. The company Footprint Strategic distribution centers
acquired Indian ownership in Headquartered in Kolkata, India, The company’s 14 distribution
the 1960s and became part of the the Company enjoys a pan-India centers for Spencer’s and Natures
RPG Group in 1989. The company presence. The Company operates Basket are strategically located to
became one of the earliest entrants 191 retail stores (including Natures moderate logistics delivery tenures,
in India’s modern organised retail Basket) of various formats in 42 optimise logistics costs and respond
space when it launched India’s first cities across a trading area of 14.60 to markets with speed.
hypermarket in Hyderabad in 2000. lakh sq ft. The Company selected to
deepen its presence through brick- Listing
Diversified product offerings and-mortar stores in North, East, The equity shares of the Company
The company is a modern West and South India coupled with are listed on Bombay Stock
retailer providing a wide range of an extensive online presence in 17 Exchange, Calcutta Stock Exchange
quality products across India. The Indian cities. and National Stock Exchange
company offers products across where they are traded actively. The
diverse categories (food, fashion Brand Company’s market capitalisation
Ethical pedigree & lifestyle, personal care, general The company has invested in was C590 crore as on 31st March
Our presence, 31st March 2020 merchandise, consumer durables, proprietary brands, marked by 2020.
and electrical). It provides a wide a range of offerings, celebrity
Employee base
Vision: Inclusive growth 191
choice across 88,000+ SKUs across
these categories. The Company
endorsements and a superior
price-value proposition. The The Company employed 3821
front-facing customer-servicing
fired by free-spirited established a differentiated
recall through specialty sections
Company’s brands cover categories
like Apparel, FMCG, Personal employees and 1403 managers as
Stores across the country
entrepreneurship comprising Spencer’s Gourmet,
Patisserie, Wine, Liquor and
care, Home care and Electricals.
These popular brands comprise
on 31st March 2020. The average
age of the Company’s workforce
Epicuisine; and Natures Basket 2Bme, Smart Choice, Double tick, was 28 years on that date.
2 | Spencer’s Retail Limited Annual Report 2019-20 | 3

Chairman’s overview
Dear shareholders, cash flows, growing revenues company (and respective owned they had done in the past. The
from asset-light initiatives and brands) into Spencer’s ecosystem result is that India’s online grocery
The year under review proved remaining alive to sectoral by blending the two operations, market could exceed US $3 billion
Spencer’s is
to be a difficult period for opportunities. enhancing cross-sale, replicating in sales in 2020, a substantial 76% attractively positioned
the Indian economy. The parts of Natures Basket operations increase over the previous year to capitalise on
country reported a multi-year Inorganic growth into Spencer’s and rationalising following a demand spike for the the omni-channel
low GDP growth of 4.2%. The Our principal business- some unviable Natures Basket home delivery of fresh produce.
weak consumer sentiment
opportunity. The
strengthening initiative during stores. By the close of the financial
translated into relatively Company did not
FY2019-20 was the acquisition year under review, the operating Preparedness
weaker spending. At a time of Natures Basket. The cost structure at Natures Basket The pandemic has compelled just respond to this
when there was a premium on acquisition was made in view had improved considerably and companies to extend beyond sectoral inflection
protecting our fundamentals, of the strong private brands the Company reached our desired the short-term reality of demand point with a relevant
Spencer’s focused on growing of Natures Basket, a scale-up negative working capital position. destruction and focus on mobile application
its business and reported 8.5% opportunity for the brand, initiatives that enhance long-term
growth in revenues and held
and home delivery
attractive intrinsic profitability, National context sustainability.
its EBITDA margins at 4.6%. and a complementary India accounts for a population of
Spencer’s is attractively positioned
At Spencer’s, we will business model where the 400 million millennials, arguably
to capitalise on the omni-channel
accelerate our transformation aggregate would prove larger one of the largest such countries.
opportunity. The Company did We are optimistic that the
and deepen our relevance. than the standalone sum of Consumption expenditure was
not just respond to this sectoral complement of these initiatives will
We believe that our the constituents. This gave us expected to reach ~US$ 3,600
inflection point with a relevant strengthen our competitiveness
competitiveness will be an entry into Mumbai and the billion in 2020 and the retail
O
mobile application and home through this challenging phase,
ur principal business- derived from omni-channel western part of India, opening sector continues to be an exciting
delivery; it invested in enhancing protect our fundamentals and
consumer access, judicious up a significant growth region space. With increased access to
strengthening proximity to consumers through empower us to capitalise when the
store rollout, distinctive for us. smartphones and low data costs,
initiative during these shoppers prefer an omni-
phone call-based delivery, Chatbots consumer sentiment turns for the
positioning in the minds of During the year under review, and WhatsApp-driven product better.
FY2019-20 was the our consumers, a balance channel shopping experience.
we focused on various delivery using its stores as hubs.
acquisition of Natures of lifestyle and essential initiatives to transform The online preference became Besides, Spencer’s collaborated with Dr. Sanjiv Goenka
Basket. products, a shift towards non- Natures Basket’s business more visible following the outbreak Uber and other delivery partners for
food & apparel in the product Chairman
model. We focused on of Covid-19. Consumers opted to product supply, strengthening its
mix, prudent management of integrating the acquired buy essentials and other products last-mile capability.
from home in a bigger way than

CEO’s overview
Spencer’s Retail.
Serving in the new normal
Spencer’s Retail is no exception brands and increasing priority understanding to restructure transform from ‘business-as-usual’ procedures for our shop floors and
to the challenging times faced for lifestyle products. Besides, our the acquired business, integrate to ‘leadership-in-crises’. There is home deliveries, comprising the
during the year under review. There strategy has been to review our functions, leverage synergies, and a need to re-strategise, re-align, mandatory use of sanitisers, masks,
was a need to manage growth product assortment with a growing transfer best practices the results of and re-think new principles. As an daily temperature checks, social During the year
without compromising margins, weightage for high-velocity which are becoming visible. essentials business, Spencer’s Retail distancing and contactless delivery. we have improved
counter the weakening consumer products, local produce and a larger demonstrated this ability from the our working capital
sentiment through the year and velocity for core and basic products Omni-channel. Scale up with last quarter of the last financial Creating an eco negative by managing our
adapt our responsiveness to market as well as fashion apparel. unit economics improvement year and into the first quarter of system of partnerships
We embraced the ‘new normal’ of At Spencer’s Retail, the pandemic
inventory efficiently.
realities following the lockdown the current, while addressing the
During the year under review,
related to the Covid-19 pandemic omni-channel retail, converging pandemic. became a test of our adaptability
we focused on making
from late March 2020. the physical and digital divide. Our and agility. We pivoted to our
Spencer’s a store of choice in the This transformation required
stores doubled as safe locations ‘Store-as-a-platform’ strategy.
neighborhoods we served. We every function to recreate, realign,
Growing experiential from where consumers could buy We circumvented people’s
started with a direct customer and solve consumer issues with collection centers, delivery points
retail through hyper-local essentials safely; they also served availability limitations by widening
engagement program across all speed. We established a central and consumer doorsteps have
engagements and making as out-of-store business locations our ecosystem through last-
our stores; we reached out to more communication center that showcased a transformative yet
festivals big responding to consumer needs mile partnerships with Uber,
than 1.5 lakh customers a month. facilitated seamless information humane and empathetic leadership.
We have an intrinsically profitable through the e-commerce app, Rapido, Zypp and Delhivery etc.
Being part of the community via flow coupled with ongoing
business model marked by a phone delivery and WhatsApp We transformed our stores into We believe that this culture will
hyperlocal engagements, apart from feedback.
prudent presence in select regions connect. omni-channel hubs that provided drive us to serve every single
celebrating regional festivals and
and cities, stores in accessible The ownership to serve millions the convenient home delivery moment every single day and
building personalised connect with Our online business experienced
locations, right-sized hypermarkets of consumers with daily essentials of essentials to thousands. We every single delivery to every single
customers through phone delivery, a milestone last year where we
and a measured store rollout was embraced by our determined ramped online deliveries multiples consumer.
residents’ welfare association- not only consistently scaled the
plan, asset-light model, growing workforce across levels, functions, times over, deepening our
connect, we are making Spencer’s number of monthly active users
focus on proprietary non-food and geographies; our front-liners relevance. Besides, we entered into
an experiential and value- but also positively turned around Devendra Chawla
demonstrated an undaunted collaborations with major food
enhancing retail brand. Spencer’s our unit-level economics. Our unit Chief Executive Officer
resolve to serve. For example, some and FMCG players to solve reverse
I
made festivals big and celebrated level economics grew 45% with a
n July 2019, the traveled miles to work on the first logistics in addition to partnerships
events, attracting new customers. substantial increase of 125% in our
Company made a registered customer base. On the
day of the lockdown in the absence to enhance fleet turnaround to
decisive acquisition of public transport (until we bring food essentials into our stores.
Decisive acquisition overall, the number of orders grew
arranged dedicated transport a day
of Natures Basket. The In July 2019, the Company made 175%, which helped us significantly
later) to maintain our high service Making change happen
objective of the acquisition a decisive acquisition of Natures moderate delivery costs.
commitment. The ability of our people to
was to reinforce scale, Basket. The rationale for the
outperform across functions, work
acquisition was validated through Agility in responding to the As a responsible organisation,
brand, economies, virtually from home and our front-
the course of the year when pandemic we recreated Standard Operating
geographic footprint and the management of Spencer’s There is a premium on brands Procedures for our staff; we
liners in exceeding themselves
category presence. at stores, hubs, distribution and
Retail leveraged its rich sectoral to rise to the new normal and institutionalised safety and hygiene

How Spencer’s transformed its

business in FY2019-20
Challenges Initiatives
� Increasing competition Out-of-store platform Taking Spencer’s to Focusing on the non-food Enhanced shopping Increasing efficiency
from online grocery customers share of revenues experience
yyLeveraged our store yyFocused on strengthening
players yyAt Spencer’s, grocery helps yySpencer’s provides efficiency without
presence to reach more yyIdentified regular
� Need to stabilise customers customers for all stores draw customers for volumes; customers a rich shopping enhancing costs
operations of new stores growing focus on increasing experience yyInvested in technologies;
yy
Launched direct, yyStore executive invited
� Need to increase the non-food share for margins yy27 stores were refitted in upgraded the mobile
WhatsApp and phone orders each customer to the store
non-food share of sales yyRefreshed the 2Bme FY2019-20 application and website
yy
Pitched Grocery on yyThe customers were apparel brand; transformed
� Enhance organisational Wheels program to resident welcomed in the store with yyStores were re-designed
store layout; enhanced Spencer’s enhanced
efficiency welfare associations chocolates for superior customer
apparels focus efficiency and catalysed
experience
yyThe platform helped yyTrained floor managers to growth
Swagat Project reached yyImplemented superior in-
ramp operations during the provide superior customer
more than 2 lakh customers store shopper connectivity
lockdown assistance in apparel
in FY2019-20
marketing yy
Introduced farmer’s
Barring liquor, the market (fresh food produce)
yyRejuvenated the general
Company was among
merchandising business
a handful of retailers Spencer’s enhanced in-
yyIntroduced non-food
to outperform industry store experience generated
items across other platforms
growth in terms of single- repeat footfalls
(mobile)
store growth
Improved assortment Promotions and marketing Efficient growth

yyImported global assortment yyCreated a unique Black Friday sale; yyCentralised procurement and volume-
(apples from the US and kiwis acquired new customers based discounts
from New Zealand, among yy Launched promotional properties like yy~80% assortment procured locally and 20%
others) ‘India wants to save’, among others regionally strengthened affordability
yyPartnered greenhouse yyCreated special events around regional yyIntegrated multiple warehouses into a
farmers in sourcing exotic festivals single location
vegetables
yyLaunched events like Thai Food Festival, yyStrengthened warehouse management
yyFocused on growing driving the offtake of specific assortments software; higher warehouse efficiency
private brands through brand
yy
Built capability for institutional sales yy Enhanced availability of faster-moving
refreshment
yyLaunched promotional offers addressing items
yyPackaging made more
the monthly basket (Zyada ka fayda) yyBetter use of data analytics and artificial
attractive; best-in-class quality
yyWidened social media footprint (Twitter, intelligence
yyFirst to commence ‘Shop
Instagram, Facebook and YouTube) yy
Joint business planning with top 15
Safe’ campaign (dedicated
manufacturers for better store availability
health and hygiene zone) These initiatives reinforced Spencer’s
yy
Lower inventory despite business growth
The ‘fresh’ section at Spencer’s positioning as a distinctive retail
reported high single-digit destination Despite increased throughput expansion,
growth in 2019‑20 Spencer’s supply chain cost (by quantum)
remained flat

Human Resource Management
How we grew
competencies at Spencer’s
In a people-intensive retail business, where realities transform every day,
there is a premium on responsiveness in line with evolving consumer
preferences and conveniences.
Capability building the Company’s focus on creating full-time employees through the
Over the years, Spencer’s focused strong employee values and an MyGrowth program. Following
on enhancing its presence in the enabling work environment. The the introduction of this program,
values followed by the Company a number of first-level employees
During the Covid-19
non-food segment. The Company
focused on change management, were encapsulated in the were promoted to team leaders and pandemic, the
topline growth and bottomline Company’s core values, respected department managers. Besides, the Company operated
accretion across its non-food by each employee. Company selected to plug critical 90% of its stores across
business, with a growing bias for managerial roles from within, the country. The
fashion apparel. The HR team Health and safety initiatives providing promising talents with
Company successfully
trained the 2Bme team in superior Spencer’s initiated health and the prospect of career growth.
product positioning and customer hygiene initiatives ahead of The Company strengthened
mobilised employees,
service. stipulations by the government. The people’s productivity through a raising its fill rate from
Company mandated masks and use robust performance management 17% to 25% within
Project Swagat made it possible for
Spencer’s stores to call customers
of sanitisers for its employees as system. The My Career Progression a fortnight of the
well as customers. It sanitised stores framework accelerated continuous lockdown
and invite them to the store. During
regularly to ensure a hygienic work learning and the opportunity of
the low-footfall afternoon period,
environment. To ensure manpower promotion for the deserving to the
employees visited neighborhood
availability, the Company arranged next level after 18 months.
homes with shopping vouchers and
pick-up facilities for employees,
chocolates, inviting customers to
apart from arranging for meals. Addressing the Covid-19 crisis
visit their store. The Spencer’s team
During the Covid-19 pandemic, the
was trained to make home calls Apprenticeship program Company operated 90% of its stores
based on a script jointly developed During the year under review, across the country. The Company
by the sales, marketing and human the Company launched an successfully mobilised employees,
resource teams. The result was apprenticeship program through raising its fill rate from 17% to 25%
a significant increase in footfalls the government’s skill development within a fortnight of the lockdown.
and billing during the year under program. This program provided During this challenging phase, the
review. apprenticeship to fresh talent Company prioritised employee
The Company built employee followed by part-time engagement safety through the provision
capabilities for out-of-store opportunities that proved win-win: of secure transport, enhancing
initiatives comprising phone helped the Company moderate attendance to 40%. Besides, the
delivery and e-commerce delivery people costs and a part-time Company engaged with Dr. Lal’s
with the objective to generate at engagement for the individual with Path Labs to screen employee
least 30% revenues from out-of- the possibility of graduating it to health, transported desktops to
store platforms. full-time employment within six employee residences to facilitate
months. work from home, and recruited
Great Place to Work more than 750 individuals within a
Spencer’s Retail was certified as a Career progression couple of days.
Great Place to Work. This reflects The Company continued to provide
career growth opportunities to

Corporate
Process culture
alignment & alignment
expansion of
customer
base
Rapid and
effective
Post-merger knowledge
Product integration transfer
& geographic
expansion
Technology Portfolio
integration rationalisation
Spencer’s competencies Natures Basket’s

competencies
Strong presence in the Presence in 31 stores and
Southern, Eastern and western market in India
Northern markets in India
Spencer’s acquisition A combined model of

large and small format
stores
Grocery and food retail
of Natures Basket The trusted destination

for fresh food, staples,
FMCG and beverages as
A destination for
gourmet; hand-picked
collection from across the
Spencer’s acquired the distinguished Natures Basket well as other non-food globe
stores during the financial year under review. items
Increasing share of non- High customer ‘stickiness’
food assortments
Driven by stringent A unique section of gifts
processes and parameters popular across stores as
well as a strong presence
N
atures Basket specialises in presence in Western India, a region the consolidated value of Spencer’s Alternative brand was launched in some in private brands
gourmet, grocery and food. for potential business growth. offerings. Spencer’s stores during the year under
Advantages of the combined entity
It has a range of health Natures Basket specialises in the review. Spencer’s also leveraged the gifting
Following the acquisition, Spencer’s yyPan-India presence model of international
and wellness-focused products, gourmet section, its assortment learnings from the acquired business to foods completing
focused on cultural, financial and yyReady access across
organic food, imported ingredients complementing that of Spencer’s scale revenues and profitability. Spencer’s offerings across
technical integration. A structured Maharashtra (~15% of
and exotic foods, including Retail in being substantially India’s GDP) locations
approach made it possible to Natures Basket retained its brand,
international cuisine products that different; it possesses strengths in yyIntegrated sourcing and yyNew stores in existing
accelerate a number of integrations providing Spencer’s with a market flanking
represent the premium, authentic the gifting category. Besides, the other common operations locations will help in a
in FY2019-20, strengthening the opportunity. During the year, the first reduction of overheads
and highest quality - a one-stop acquired company enjoys a strong yyShare of best practices
consolidated performance without Natures Basket store was launched in
destination for the customer’s private brand (Natures, L’Exclusif, for each other yyIntroduction of gifts
disturbing the acquired brand’s Kolkata as a precursor to more such pan- section in Spencer’s
multi-cuisine needs. and Healthy Alternatives), holding yyNatures Basket’s private
customer experience. India launches. yyScalable possibilities
out attractive revenue-enhancing brands can be introduced
The acquisition proved at Spencer’s for Natures Basket brand
opportunities. The extent of The entities identified best
complementary across a number outside Western India
complementarity represents a neat practices derived from cross- yyDifferentiated business
of fronts. The acquisition helped
business fit expected to enhance implementation. The result was that
Spencer’s Retail expand its retail
Natures Basket’s prominent Healthy

Information technology
Private brands
Technology for
How private brands are the back-end
growing at Spencer’s
T
he organised retail industry provides the Company with ample Integration of Natures Basket
is critically dependent on time to initiate corrective actions into Spencer’s system
information technology; leading to the achievement of Spencer’s initiated the integration
G
lobally private brands Spencer’s is no exception. business objectives. of Natures Basket into its own
play an important role in All processes - planning and system to enhance efficiency. The
In addition to cutting-edge
driving profitability in the procurement to warehousing and Company integrated the delivery
technologies like analytics, mobile-
modern retail industry. In India, sales - across our stores are hosted centres and stores of Natures Basket
based report delivery, supplier
modern retailers are increasingly on our integrated information into Spencer’s ERP. Besides, the
management and dashboards,
introducing private brands technology system. The core Company installed Spencer’s PoS in
Spencer’s invested in cloud
across categories. Spencer’s has business runs on SAP IS Retail ERP Natures Basket stores. The business
technologies to drive Big Data
introduced a range of private and a proprietary point-of-sale intelligence system was integrated
initiatives. By the virtue of virtually
brands across segments like food tool. The transactional systems are into Spencer’s system for a holistic
unlimited computing power
and staples, grocery, personal care, synced via the iDoc technology view of the organisation.
provided by cloud service providers,
home and hygiene, furnishing offered by SAP.
Spencer’s extended to the decisive
and electric appliances. The
The information technology use of machine learning algorithms
Company sources directly from
platform provides real-time sales to forecast sales with accuracy. By the virtue of
the manufacturer/grower, which
helps it reduce cost and pass on
visibility across each point-of-sale. On the supply chain front our SAP virtually unlimited
The effectiveness of the system lies comprised sophisticated Auto computing power
benefits to customers. The quality
in the fact that the planners and Replenishment system algorithm
team ensures the maintenance
cookies, bar bites, desserts like (ARS). At the stores, RPA technology
provided by cloud
(L’Exclusif) and national brand merchants are empowered to see
of stringent quality checks to
equivalent/core (Natures). The pastries and tarts, among others. the latest stock positions across such as hand-held tools facilitated a service providers,
provide best-in-class products Spencer’s extended
brands enjoy traction and comprise levels. Besides, the information three way match.
for customers. The Company Natures includes staples like pulses,
12.6% of Natures Basket’s overall
dal, atta, rice, spices, sugar, fruits
technology platform facilitates stock
To enhance customer experience,
to the decisive use
revamped the branding and
packaging for its private brand
revenues.
and vegetables, dried fruit, dairy and
movements across warehouses
Spencer’s invested in a touch- of machine learning
and stores through technologies algorithms to forecast
products, making them more Healthy Alternatives includes eggs. screen-driven point-of-sale tool,
like smart hand-held terminals
contemporary. gluten-free, sugar-free and low
Following the acquisition, Spencer’s
making it possible for consumers sales with accuracy
and mobile computing devices.
calories food like quinoa, kale and to scan available merchandise
introduced the Natures Basket’s Spencer’s information technology
Natures Basket chia as well as alternative snacking faster. Besides, the Company’s in-
private brands in its stores and platform is empowered to aggregate
Natures Basket has three private like roasted sunflower seeds and house e-wallet provided superior
expects stronger traction in the all diverse data streams and
brands in its portfolio that spans baked chips, among others. customer value, strengthening
coming years. generate a consolidated monthly
across three tiers: specialty brands loyalty and wallet share.
L’Exclusif includes dried berries, financial performance. This speed
(Healthy Alternatives), Premium
chocolates, jujubes, ice-cream,
Own Brands Portfolio Key Highlights

Spencer’s Brands Portfolio Natures Basket Portfolio
Apparel
Apparel Food
FMCG
FMCG
The growing contribution
of Spencer’s private brands
Staples
Staples
12.5 14.0
FULL
COLOUR
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FY2018-19 FY2019-20
Spencer’s Private brands
EnE EnE

Our stakeholder
value creation report
Objective Our Environment-Society-Governance commitment Sectoral context
In the modern world, respect is being increasingly derived through a Disposable income: India’s nominal per-capita net national income in FY2019-20 was estimated at C134,226
commitment to ESG investment, compliance and disclosures. compared to C126,521 in FY2018-19, indicating income growth and a platform for consumer consumption
Integrated Reporting
At Spencer’s, we have made extensive qualitative investments with the growth.
is a communication
objective to enhance value for all stakeholders. Favorable demographics: With~66% of India’s population below 35 years, India’s median age was estimated
of how responsible
at ~28 years compared to a global average of 30 in 2019, driving aspiration and consumption-led retail offtake.
future-facing
Price-value proposition: The consumption pattern of India is seeing a paradigm shift from price-sensitivity
companies enhance
to a superior price-value proposition.
value for all their
stakeholders in a Our overall value enhancement strategy
sustainable way.
Environment Society Governance
At Spencer’s, the Integrated The Company The Company The Company
Report highlights prudent embarked on several created an enabling invested in
resource utilisation and value- measures to protect environment for governance-
creation across a range of the environment employees and centric initiatives
our stakeholders (employees, comprising energy contributed to comprising Leveraging a
customers, suppliers, business conservation. The society. Most of management Complement Slant towards
long-standing Superior
partners, communities, and company made a the Company’s leadership, of essentials products that
presence in India’s price-value
and lifestyle enhance lifestyle
policy-makers). start by installing stores employ accounting organised retail proposition
products quality
solar panels in from neighboring transparency, space
It explains how we enhance
some of our stores, communities, stakeholder rights,
value through revenue growth,
helping moderate driving the local and other credible
cost moderation, merchandise
carbon footprint. economy. It engaged business practices.
management, geographic
The Company opted with national skill The Company’s
presence, brand visibility and
for e-billing at select development Board comprised
governance.
stores, reducing institutions in four experienced
paper consumption. sourcing retail Independent
The company apprentices who Directors drawn from
Investing in Stock SKUs Enduring
encouraged its were subsequently various fields. The Company-
cutting-edge close to stakeholder
customers to bring recruited following Company’s policies owned supply
technologies manufacturing relationships
carry bags, reducing satisfactory were periodically chain, enhancing
across the date, emphasising (employees and
the use of plastic. performance. uploaded on its agility
business freshness customers)
website.

Our stakeholder strategy Spencer’s. A preferred

Strategic focus Employee Customer Supplier focus Shareholder Government Community
destination for big retail days
focus focus focus focus focus
Key Spencer’s Spencer’s Spencer’s has Spencer’s Spencer’s is Spencer’s
comprises focuses on a company- reported a top a responsible is engaged
enablers talent focused customised owned supply line growth of corporate in various
on the offering for chain, a 8.5% and 4.6% citizen community-
organised retail different formidable as EBITDA The Company building
sector customers advantage. margin in paid an activities
Spencer’s through The Company FY2019-20. aggregate C530
employed analytics and deepened Non-food crore in indirect
5224 talents other customer its existence focus is likely to taxes in the 2
in FY2019- connect and across the areas drive margins years ending
20; women hyper local of its presence expansion FY2019-20
accounted initiatives. (capitalising Following the
for 18.9% of The Company on the existing acquisition of
employees. strengthened eco-system) Natures Basket,
14.63% of its ability to rather than the Company’s
employees had compete with widening inventory
worked with peers based on its footprint and cash flow
the Company sticker prices into new management
for five years or and service. geographies strengthened.
more The Company’s The Company’s
The average share of business
age was 28 private brands became
years as on 31st increased by working
March 2020 more than 150 capital-negative
bps on a growing
The Company revenue base
made it big
at festivals
by creating Spencer’s
consumer
events positioned as a
retailer for all-
Our value-creation in numbers* occasion gifting
Employee value Customer value
Employee Benefit Expenses (C crore) Revenues (C crore)
FY2019-20 161 FY2019-20 2373
FY2018-19 142 FY2018-19 2187
The Company invested a progressively larger amount The Company generated increased revenues, an index
in employee remuneration, underlining its role as a of the value created for customers.
responsible employer.
Supplier value Government

Purchases (C crore) Indirect taxes paid (C crore)
FY2019-20 1833 FY2019-20 275
FY2018-19 1750 FY2018-19 255
The Company increased purchases from vendors over The Company contributed to the nation through the
the years. generation of indirect taxes, livelihood generation and
timely compliances.
*For our standalone business only

Performance
Customers Employees
How we have General impact

yyMovements were restricted out of homes
General impact
yyEmployee and customer safety became the primary
performed financially… yyThere was a pre-emptive buying of essential

commodities
objective (especially in other retail stores)
yyHigh level of motivation for employees across all
stores became a key challenge
Spencer’s responses
yySustained retail operations across more than 90% stores
Spencer’s revenues increased 8.5% in FY2019-20 and yySpencer’s sanitised its stores, implemented thermal
Our responses
yyProvided a protected workplace
reported on EBITDA margin of 4.6% checks and social distancing yyExtensively communicated precautions and
yyLaunched an omni-channel approach (physical and preparedness
virtual) yyTook initiatives to protect the mental, physical and
yyCustomer safety initiatives comprised sanitisers at the financial well-being
store entrance, sanitisation of stores/trollies and providing yyHigh workplace safety/sanitation standards
T
he business of Spencer’s Limited and have mobilised as the business of Natures Basket masks to customers and staff. yySmoothly transitioned to working from home
Retail remained EBITDA- C98 crore debt in Spencer’s for scales from this point onwards, yyCreated multiple options for purchase including yyArranged for meals for store employees working
WhatsApp delivery, delivery on call, website, engagement through the lockdown
positive during the year business requirements. Our net it will reach its break-even point
with residents welfare associations (RWA) and mobile yyLeveraged video calls; facilitated secured virtual
under review in spite of an addition consolidated debt of C191.5 crore is across the foreseeable future and applications meetings
in the number of retail stores by estimated to be comfortable with thereafter contribute to the bottom yyEntered into last-mile partnerships (Uber, Rapido, yyImproved staff attendance from 15% initially to 60%
the Company and acquisition timely repayments and given our line of the Company’s business. Zypp and Delhivery, among others) that facilitated home within two weeks
of Natures Basket. The ability to consolidated turnover of around delivery; created partnerships within 3-4 days
� Trained delivery personnel for contactless delivery
protect intrinsic profitability on a C2640 crore. Stringent working capital yyInitiated the use of thermal guns for screening
� Hired vehicles to mobilise workforce; issued curfew
wider operating base was achieved management customers; free masks were provided to customers
passes to employees
for those not wearing one inside our store
through a number of initiatives Strengthening the performance In the past year, we have worked on � Ramped up hiring the WhatsApp, social
yyCreated short snippets sharable on the
directed at reducing the inventory, of Natures Basket the stringent management of our social media for better outreach; outlined
media and employee referral channels
accelerating throughput, enhancing There was a perceptible quarter- inventories. This, along with better helpful and actionable messages for � Partnered with Flipkart to market
the proportion of out-of-store on-quarter improvement in the terms of trade with our suppliers, easy understanding How private brands
sales, increasing inventory turns, performance of Natures Basket as helped us optimise our working yyPartnered Flipkart to market
revenues increased, inventories capital requirement. During the private brands
Spencer’s
liberating working capital and
turning working capital-negative declined, cash flows strengthened, year under review, we were able to protected
through the course of the year. the business turned working achieve a negative working capital the interest of
capital-negative and losses declined status.
During the year under review,
quarter-on-quarter. We believe that Investors
stakeholders during Suppliers
we have acquired Natures Basket the Covid-19
General impact General impact
yyRevenues and margins under
pandemic � Trade and supply disruptions
pressure � A growing fear of infections
yyChallenge to keep stores open
Our responses
How various initiatives strengthened Our responses

yyFocused on essentials to protect sales and cash
� Provided logistical support
� Provided suitable terms of trade
our numbers rotation

yyFocused on Balance Sheet protection
yyThe leveraged company-owned supply chain for
procurement ease
yyEfficiently managing our working capital yySourced some products from factories to ensure
FY19 FY20 yyFocused on cost rationalisation stock availability
Working capital days yyTransformed cost structures yyStrengthened timely sourcing of essential products
1 (3) yyDeferred capital expenditure
FY19 FY20 Supply chain

Inventory DOH on turnover
47 36 General impact
yyDisruption in the movement of materials
yyUnavailability of transportation
Our responses
FY19 FY20 yyEstablished early communication with manufacturers and suppliers; stock war room created for top 10 FMCG companies
Revenue per employee (lakh) yyPre-blocked inventory of high-velocity SKUs
41 45 yyActively managed truck delivery operations
yyOptimised operations at the delivery centres and warehouses ‘
yyMinimised lead time by facilitating direct delivery from suppliers to high throughput stores
*For our standalone business only

Embracing the
new normal
Board of
Directors
Board of
Directors'
Mandatory face
mask & thermal Social
screening distancing Sanjiv Goenka Shashwat Goenka
marks on
ground
Deep
cleaning &
frequent
disinfection
Sanitising
basket, Pratip Chaudhuri Rekha Sethi Utsav Parekh
trollies &
Cash tills
Virtual
meetings
prescribed Use store
as a
platform
Debanjan Mandal Devendra Chawla Rahul Nayak
22 | Spencer’s Retail Limited 30 Spencer’s Retail Limited Annual Report 2019-20 | 23

Notice to Members NOTES:

1. The Statement pursuant to Section 102(1) of the 3. SEBI has decided that securities of listed companies
Companies Act, 2013 (‘the Act’) is not required as there can be transferred only in dematerialized form and,
Notice is hereby given that the Third Annual General 3. To appoint Auditors of the Company and, if thought
is no item to be approved under special business in therefore, members are advised to dematerialize as
Meeting of the Members of Spencer’s Retail Limited fit, pass the following resolution as an Ordinary
the notice annexed hereto. early as possible the shares of the Company held by
will be held on Monday, 3rd August, 2020 at 12.30 p.m. Resolution:-
them in physical form.
through Video Conferencing (“VC”) / Other Audio Visual 2. (A) Pursuant to the General Circular numbers
“RESOLVED THAT pursuant to the provisions of
Means (“OAVM”) to transact the following business: 14/2020, 17/2020, 20/2020 dated 8 April, 2020, 4. The Register of Members of the Company will remain
Section 139 and all other applicable provisions, if
13 April, 2020 and 5 May, 2020 respectively closed from 27 July, 2020 to 3 August, 2020, both
any, of the Companies Act, 2013, read with the Rules
ORDINARY BUSINESS: issued by Ministry of Corporate Affairs (MCA), days inclusive.
framed there-under, as amended from time to time,
Government of India, and Circular number SEBI/
1. To receive, consider and adopt: approval of members is hereby accorded for the 5. All documents referred to in the Notice are put up
HO/CFD/CMD1/CIR/P/2020/79 dated 12 May,
appointment of M/s. S.R. Batliboi & Co. LLP, Chartered on the Company’s website and can be accessed at
a. the Audited Financial Statements for the financial 2020 issued by Securities and Exchange Board
Accountants (Firm Registration No. 301003E/ https://www.spencersretail.com
year ended March 31, 2020, together with the of India (SEBI) (hereinafter collectively referred
E300005), as the Statutory Auditors of the Company
Reports of the Board of Directors and the Auditors to as “the Circulars”), companies are allowed to 6. Instructions for attending the AGM
to hold office from the conclusion of the ensuing
thereon; and hold AGM during the calendar year 2020 through
Annual General Meeting (AGM) till the conclusion (i) In view of the outbreak of the COVID-19
Video Conferencing (VC) / Other Audio Video
b. the Audited Consolidated Financial Statements of the AGM of the Company to be held in the year pandemic, social distancing norm has to be
Means (OAVM).
for the financial year ended March 31, 2020, 2025, on such remuneration as may be determined followed and pursuant to the Circulars, physical
together with the Reports of the Auditors thereon. by the Board of Directors / Audit Committee thereof (B) AGM through VC/OAVM attendance of the Members at the AGM is not
in consultation with the Auditors”. required and AGM has to be held through
2. To appoint a Director in place of Dr. Sanjiv Goenka i) Members are requested to join the AGM on
VC/OAVM. Hence, Members can attend and
(DIN - 00074796) who retires by rotation and, being Monday, 3 August, 2020 through VC/OAVM
participate in the ensuing AGM only through
eligible, offers himself for re-appointment. mode latest by 12.15 p.m. IST by clicking
VC/OAVM as mentioned in Note 2(B) above,
on the link https://www.evoting.nsdl.com/
as arranged by the Company with National
under members login, where the EVEN of
Securities Depositories Limited (NSDL).
the Company will be displayed, by using the
remote evoting credentials and following the (ii) Please note that the members who do not have
Registered office By Order of the Board procedures mentioned later in these Notes. the User ID and Password for e-Voting or have
Duncan House The said process of joining the AGM will forgotten the User ID and Password may retrieve
31, Netaji Subhas Road, Rama Kant commence from 11:30 a.m. IST and may be the same by following the remote e-Voting
Kolkata – 700 001 Company Secretary closed at 1:00 p.m. IST, or, soon thereafter. instructions mentioned in the Notice to avoid
CIN: L74999WB2017PLC219355 (ICSI Membership No. FCS 4818) last minute rush. Further members can also use
ii) The facility of attending the AGM will be
E-mail: spencers.secretarial@rpsg.in the OTP based login for logging into the e-Voting
made available to 1000 members on a first
Website: www.spencersretail.com system of NSDL.
come first served basis.
Kolkata, June 29, 2020 (iii) Since the AGM will be held through VC/ OAVM,
iii) Members who would like to express any
where physical attendance of members has been
views, or, during the AGM ask questions may
dispensed with, there is no requirement of proxies
do so in advance by sending in writing their
and hence, the facility to appoint proxy to attend
views or questions, as may be, along with
and cast vote for the members is not available for
their name, DP ID and Client ID number/
this AGM. However, Bodies Corporate are entitled
folio number, email id and mobile number,
to appoint authorised representatives to attend
to reach the Company’s email address at
the AGM through VC/OAVM and participate
spencersagm2020@rpsg.in latest by Saturday,
thereat and cast their votes through e-voting.
1 August, 2020 by 5:00 p.m. (IST).
Corporate Members intending to authorize their
iv) When a pre-registered speaker is invited to representatives to participate and vote at the
raise at the AGM his/her questions, already meeting are requested to send a certified copy of
emailed in advance as requested in para (iii) the Board resolution / authorization letter to the
above, but he / she does not respond, the turn Scrutinizer by e-mail to smguptaandco@yahoo.
will go to the next pre-registered speaker to com with a copy marked to evoting@nsdl.co.in
raise his/her questions. Accordingly, all
(iv) The facility of participation at the AGM through
speakers are requested to get connected to a
VC/OAVM will be made available for 1000
device with a video/ camera along with stable
members on first come first served basis. This
internet speed.
will not include Large Members (i.e. Members
v) The Company reserves the right to restrict holding 2 % or more shareholding), Promoters,
the number of questions/speakers, as Institutional Investors, Directors, Key Managerial
appropriate, for smooth conduct of the AGM. Personnel, the Chairpersons of Audit Committee,

Nomination and Remuneration Committee and Directors are interested maintained under Section II. How do I vote electronically using NSDL e-Voting 5. Your password details are given below:
Stakeholders Relationship Committee, Auditors 189 of the Act, upon logging to the Company’s system? a) If you are already registered for e-Voting,
etc. who are allowed to attend the AGM without website at https://www.spencersreatil.com. then you can use your existing password
The way to vote electronically on NSDL e-Voting
restriction on account of first come first served to login and cast your vote.
(x) Members who need assistance before or during system consists of “Two Steps” which are
basis.
the AGM with use of technology, can: mentioned below: b) If you are using NSDL e-Voting system
(v) In compliance with the Circulars, Notice of the for the first time, you will need to
(a) Send a request at evoting@nsdl.co.in or use Step 1: Log-in to NSDL e-Voting system at
AGM along with the Annual Report for the year retrieve the ‘initial password’ which was
Toll free no.: 1800-222-990 or https://www.evoting.nsdl.com/
2019-20 is being sent only through electronic communicated to you. Once you retrieve
mode to those Members whose email addresses (b) Contact Ms. Pallavi Mhatre, Manager, NSDL Step 2: Cast your vote electronically on NSDL your ‘initial password’, you need to enter
are registered with the Company or Central at the designated email ID: evoting@nsdl. e-Voting system. the ‘initial password’ and the system will
Depository Services Limited / National Securities co.in or pallavid@nsdl.co.in or at telephone force you to change your password.
Details on Step 1 are mentioned below:
Depositories Limited (“Depositories”). Members no. 022-2499-4545 c) How to retrieve your ‘initial password’?
may note that the Notice and Annual Report How to Log-in to NSDL e-Voting website?
(xi) Members are encouraged to join the Meeting (i) If your email ID is registered in
for the year 2019-20 will also be available on 1. Visit the e-Voting website of NSDL. Open
through Laptops for better experience. When the your demat account or with the
the Company’s website www.spencersretail. web browser by typing the following URL:
meeting is in progress, please keep your device Company, your ‘initial password’ is
com, websites of the Stock Exchanges where the https://www.evoting.nsdl.com/ either on a
under ‘Mute’ mode, except when you have pre- communicated to you on your email
shares of the Company are listed i.e. BSE Limited, Personal Computer or on a mobile.
registered yourself as a speaker and are invited to ID. Trace the email sent to you from
National Stock Exchange of India Limited and
speak at the AGM. 2. Once the home page of e-Voting system is NSDL from your mailbox. Open the
the Calcutta Stock Exchange Limited at www.
(xii) Participants connecting from Mobile Devices or launched, click on the icon “Login” which is email and open the attachment i.e.
bseindia.com, www.nseindia.com and www.cse-
Tablets or through Laptop connecting via Mobile available under ‘Shareholders’ section. a .pdf file. Open the .pdf file. The
india.com respectively, and on the website of the
Company’s Registrar and Share Transfer Agent, Hotspot may experience Audio/Video loss due 3. A new screen will open. You will have to password to open the .pdf file is your
Linkintime India Private Limited (‘Linkintime’) at to fluctuation in their respective network. It is enter your User ID, your Password and a 8-digit client ID for NSDL account,
rnt.helpdesk@linkintime.co.in therefore recommended to use stable Wi-Fi or Verification Code as shown on the screen. last 8 digits of client ID for CDSL
LAN Connection to mitigate any kind of aforesaid account or folio number for shares
(vi) Members whose email addresses are not Alternatively, if you are registered for NSDL held in physical form. The .pdf file
glitches.
registered as above can register the same in the eservices i.e. IDEAS, you can log-in at https:// contains your ‘User ID’ and your
following manner: (xiii) Institutional Investors who are Members of the eservices.nsdl.com/ with your existing IDEAS ‘initial password’.
Company, are encouraged to attend and vote login. Once you log-in to NSDL eservices
a. Members holding share(s) in physical mode (ii) If your email ID is not registered,
in the AGM of the Company through VC/OAVM after using your log-in credentials, click on
are requested to send the following details please follow steps mentioned below
facility. e-Voting and you can proceed to Step 2 i.e.
for registration of their email id: Folio No., in Section III
7. Instructions for attending the Voting through Cast your vote electronically.
Name of shareholder, Mobile no., email
id and self-attested scanned copy of PAN electronic means: 4. Your User ID details are given below: 6. If you are unable to retrieve or have not
card by email to Spencer’s Retail Limited received the “Initial password” or have
The remote e-voting period begins on Friday, 31 July, forgotten your password:
at spencersagm2020@rpsg.in or to Link Manner of Your User ID is:
2020 at 9 :00 A.M. IST and ends on Sunday, 2 August,
Intime at rnt.helpdesk@linkintime.co.in or holding shares
2020 at 5:00 P.M. IST. The remote e-voting module a) Click on “Forgot User Details/
upload the same at https://linkintime.co.in/ i.e. Demat
shall be disabled by NSDL for voting thereafter. Password?”(If you are holding shares in
emailreg/email_register.html (NSDL or CDSL)
your demat account with NSDL or CDSL)
I. Pursuant to the provisions of Section 108 of or Physical
b. Members holding share(s) in electronic option available on www.evoting.nsdl.
the Act, read with Rule 20 of the Companies a) For Members 8 Character DP ID followed com.
mode are requested to register / update (Management and Administration) Rules, who hold by 8 Digit Client ID
their e-mail addresses with their respective 2014 (as amended) and Regulation 44 of SEBI b) Physical User Reset Password?” (If you are
shares in demat For example: if your DP ID
Depository Participants (“DPs”) for receiving (Listing Obligations & Disclosure Requirements) holding shares in physical mode) option
account with is IN300*** and Client ID
all communications from the Company Regulations 2015 (as amended) and the aforesaid available on www.evoting.nsdl.com.
NSDL is 12****** then your user
electronically Circulars issued by the Ministry of Corporate ID is IN300***12******. c) If you are still unable to get the password
(vii) Participation of members through VC/OAVM will Affairs dated 8 April, 2020, 13 April, 2020 and 5 by aforesaid two options, you can
b) For Members 16 Digit Beneficiary ID
be reckoned for the purpose of quorum for the May, 2020, the Company is providing the facility send a request at evoting@nsdl.co.in
who hold For example if your
AGM as per Section 103 of the Act. of remote e-voting to its Members in respect of mentioning your demat account
shares in demat Beneficiary ID is
the business to be transacted at the AGM. For number/folio number, your PAN, your
(viii) Since the AGM will be held through VC / OAVM, account with 12************** then your
this purpose, the Company has entered into an name and your registered address.
the Route Map is not annexed to this Notice. CDSL. user ID is 12**************
agreement with National Securities Depository
(ix) During the AGM, Members may access the Limited (NSDL) for facilitating voting through c) For Members EVEN Number followed by d) Members can also use the OTP (One
scanned copy of Register of Directors and Key electronic means, as the authorized agency. holding shares Folio Number registered Time Password) based login for casting
Managerial Personnel and their shareholding The facility of casting votes by a member using in Physical with the company the votes on the e-Voting system of
maintained under Section 170 of the Act and the remote e-voting system during the meeting on Form. For example if folio NSDL.
Register of Contracts and Arrangements in which the date of the AGM will be provided by NSDL. number is 001*** and 7. After entering your password, tick on Agree
EVEN is 101456 then user to “Terms and Conditions” by selecting on
ID is 101456001*** the check box.

8. Now, you will have to click on “Login” button. available on www.evoting.nsdl.com to reset 4. The details of the person who may be shall be entitled to avail the facility of remote
the password. contacted for any grievances connected with e-Voting or casting vote through e-Voting
9. After you click on the “Login” button, Home
the facility for e-Voting on the day of the system during the Meeting.
page of e-Voting will open. 3 In case of any queries, you may refer the
AGM shall be the same person mentioned for
Frequently Asked Questions (FAQs) for 9. Mr. S M Gupta, Partner (FCS -896 and CP No.
Details on Step 2 are given below: remote e-voting.
Shareholders and e-voting user manual 2053), failing him Mrs. Chitra Mittal, Partner
How to cast your vote electronically on NSDL for Shareholders available at the download 5. The voting rights of the Members shall be (ACS-16240 and CP No- 15441) of M/s. S. M.
e-Voting system? section of www.evoting.nsdl.com or call on in proportion to their shares of the paid-up Gupta & Co, Company Secretaries, Kolkata
toll free no.: 1800-222-990 or send a request equity share capital of the Company as on has been appointed as the Scrutinizer to
1. After successful login at Step 1, you will be
to Ms. Pallavi Mhatre, Manager at evoting@ the cut-off date of Monday, 27 July 2020. scrutinize the Remote e-Voting process and
able to see the Home page of e-Voting. Click
nsdl.co.in / pallavid@nsdl.co.in casting vote through the e-Voting system
on e-Voting. Then, click on Active Voting 6. Any person, who acquires shares of the
during the Meeting in a fair and transparent
Cycles. III. Process for those shareholders whose email Company and becomes Member of the
manner.
ids are not registered with the depositories for Company after dispatch of the Notice and
2. After click on Active Voting Cycles, you will
procuring user id and password and registration holding shares as on the cut-off date i.e. 10. The Scrutinizer shall after the conclusion of
be able to see all the companies “EVEN” in
of e mail ids for e-voting for the resolutions set Monday, 27 July 2020, may obtain the e-Voting at the AGM, first download the votes
which you are holding shares and whose
out in this notice: login ID and password by sending a request cast at the AGM and thereafter unblock the
voting cycle is in active status.
at evoting@nsdl.co.in or rnt.helpdesk@ votes cast through remote e-Voting system
1. In case shares are held in physical mode please
3. Select “EVEN” of company for which you linkintime.co.in. and shall make a consolidated Scrutinizer’s
provide Folio No., Name of shareholder,
wish to cast your vote. Report. The Results shall be declared forthwith
scanned copy of the share certificate (front 7. However, if you are already registered with
upon receipt of the Scrutinizer’s Report.
4. Now you are ready for e-Voting as the Voting and back), PAN (self-attested scanned copy NSDL for remote e-voting then you can use
page opens. of PAN card), Aadhar/ Voter ID/Passport your existing user ID and password for casting 11. The Results of voting will be declared within
(self-attested scanned copy of Aadhar Card/ your vote. If you forgot your password, you 48 hours from the conclusion of AGM. The
5. Cast your vote by selecting appropriate
Voter ID/Passport) by email to rnt.helpdesk@ can reset your password by using “Forgot Results declared along with the Scrutinizer’s
options i.e. assent or dissent, verify/modify
linkintime.co.in User Details/Password” option available on Report shall be placed on the Company’s
the number of shares for which you wish to
www.evoting.nsdl.com or contact NSDL at website www.spencersretail.com and on
cast your vote and click on “Submit” and also In case shares are held in demat mode,
the following toll free no.: 1800-222-990. the website of NSDL . Such results will also
“Confirm” when prompted. please provide DPID-Client ID (16-digit
be displayed on the Notice Board at the
DPID + Client ID or 16 digit beneficiary ID), 8. A person, whose name is recorded in the
6. Upon confirmation, the message “Vote cast Registered Office of the Company and shall
Name, client master or copy of Consolidated Register of Members or in the Register
successfully” will be displayed. be forwarded to the National Stock Exchange
Account statement, PAN (self-attested of Beneficial Owners maintained by the
7. You can also take the printout of the votes of India Limited, BSE Limited and Calcutta
scanned copy of PAN card), Aadhar/ Voter Depositories as on the cut-off date only
cast by you by clicking on the print option on Stock Exchange Limited.
ID/Passport (self-attested scanned copy of
the confirmation page. Aadhar Card/Voter ID/Passport) by email to
8. Once you confirm your vote on the rnt.helpdesk@linkintime.co.in.
resolution, you will not be allowed to modify Alternatively members may send an e-mail
your vote. request to evoting@nsdl.co.in for obtaining
General Guidelines for shareholders User ID and Password by proving the details Registered office By Order of the Board
mentioned in Point (1) or (2) as the case may
1 Institutional shareholders (i.e. other than be. Duncan House Rama Kant
individuals, HUF, NRI etc.) are required to 31, Netaji Subhas Road, Company Secretary
send scanned copy (PDF/JPG Format) of IV. The Instructions for Members For E-Voting on
Kolkata – 700 001 (ICSI Membership No. FCS 4818)
the relevant Board Resolution/ Authority the day of the AGM are as under:
CIN: L74999WB2017PLC219355
letter etc. with attested specimen signature 1. The procedure for e-Voting on the day of the E-mail: spencers.secretarial@rpsg.in
of the duly authorized signatory(ies) who AGM is same as the instructions mentioned Website: www.spencersretail.com
are authorized to vote, to the Scrutinizer by above for remote e-voting. Kolkata, June 29, 2020
e-mail to smguptaandco@yahoo.com with a
copy marked to evoting@nsdl.co.in. 2. Only those Members, who will be present
in the AGM through VC/OAVM facility and
2 It is strongly recommended not to share have not cast their vote on the Resolutions
your password with any other person and through remote e-Voting and are otherwise
take utmost care to keep your password not barred from doing so, shall be eligible to
confidential. Login to the e-voting website vote through e-Voting system in course of
will be disabled upon five unsuccessful the AGM.
attempts to key in the correct password. In
such an event, you will need to go through 3. Members who have voted through Remote
the “Forgot User Details/Password?” or e-Voting will be eligible to attend the AGM.
“Physical User Reset Password?” option However, they will not be eligible to vote at
the AGM.

Pursuant to Regulation 36(3) of Securities and Exchange Board of India Relationship with other Directors, Except Dr. Sanjiv Goenka being an appointee, and Mr. Shashwat Goenka, being related to Dr.
Managers and KMPs Sanjiv Goenka, none of the Directors and Key Managerial Personnel of the Company and their
(Listing Obligations and Disclosure Requirements) Regulations, 2015 relatives is concerned or interested financially or otherwise, in the Resolution as set out at Item
and Para 1.2.5 of Secretarial Standard - 2 on General Meetings, the No.2 of the Notice.
Board Meeting attended during Four (4)
particulars of the aforementioned Director seeking reappointment at financial year 2019-20
the AGM are given below: Terms and conditions of Liable to retire by rotation.
appointment or re-appointment
Details of remuneration sought Dr. Sanjiv Goenka shall be entitled to sitting fees for attending meetings of the Board and
to be paid and the remuneration Committees thereof as may be approved by the Nomination and Remuneration Committee
last drawn and/or the Board of Directors of the Company, from time to time.
Name of Director Dr. Sanjiv Goenka (DIN: 00074796)
Date of birth 29.01.1961 (59 Years) The details of remuneration paid to Dr. Sanjiv Goenka during financial year 2019-20 have been
Date of appointment 14.11.2018 disclosed in the Corporate Governance Report of the Company.
(Category: Non-Executive Non-Independent Director)
Expertise in specific functional Dr. Sanjiv Goenka is the Chairman of the Company and also of Rs. 44,000 Crores RP Sanjiv
areas Goenka Group which has over 45,000 employees and over five hundred thousand shareholders
with annual revenues of more than Rs. 26,000 Crores. Registered office By Order of the Board
Dr. Goenka was the youngest-ever President of the Confederation of Indian Industry (CII) and
of the Indian Chamber of Commerce. He is also former President of the All India Management Duncan House Rama Kant
Association. He is presently the Chairman of the Board of Governors of the Indian Institute of 31, Netaji Subhas Road, Company Secretary
Technology, Kharagpur. This is the fourth time Dr. Goenka has been bestowed this honour. Dr Kolkata – 700 001 (ICSI Membership No. FCS 4818)
Goenka is also the Chairman of the Board of Governors of International Management Institute, CIN: L74999WB2017PLC219355
Delhi, Bhubaneswar and Kolkata. E-mail: spencers.secretarial@rpsg.in
Website: www.spencersretail.com
Dr. Goenka is aged 59 years and is a Commerce Graduate from St. Xavier’s College, Kolkata. Dr. Kolkata, June 29, 2020
Sanjiv Goenka has received numerous awards and three Honorary Doctoral Degrees.
List of outside directorships held • CESC Limited;
• Haldia Energy Limited;
• Phillips Carbon Black Limited;
• Saregama India Limited;
• Spencer International Hotels Limited;
• Firstsource Solutions Limited;
• CESC Ventures Limited; and
• Spencer and Company Limited
Chairman/Member of the • Nomination and Remuneration Committee – Member
Committees of Board of Directors • Stakeholders Relationship Committee – Chairman
of the Company • Corporate Social Responsibility Committee – Chairman
Chairman/Member of the
committees of board of directors
of other Indian public limited
companies in which he is a
director –
a) Audit Committee CESC Limited – Member
CESC Ventures Limited - Member
b) Stakeholders’ Relationship CESC Limited – Chairman
Committee CESC Ventures Limited – Chairman
Saregama India Limited – Chairman
Shareholding in the Company (as 80,876
on 31st March 2020)

Board’s Report Share capital Directors held during the Financial Year 2019-20 form a
part of the Corporate Governance Report.
The Company has not issued any equity shares during
the year. As on March 31, 2020, the paid up share capital of
the Company was H3,976.71 Lakhs comprising 7,95,34,226
Listing
Dear Members, equity shares of H5.00 each. The said shares have been The equity shares of the Company continue to be listed at
listed with NSE, BSE and CSE. BSE, NSE and CSE. The Company has paid the requisite
Your Directors have the pleasure of presenting the Third Annual Report on the business and operations of the Company listing fees to the Stock Exchanges up to the financial year
together with the audited financial statements for the financial year ended 31st March 2020. However, subsequent to the approval of the Board 2020-21.
of Directors on February 11, 2020, to issue further
shares on Rights basis for an amount aggregating upto Public deposits
Financial highlights H8,000.00 Lakhs to existing eligible equity shareholders,
During the year, the Company did not accept any deposit,
Rs. lakhs your Company had filed the Draft Letter of Offer with the
and as such, no amount of principal or interest was
Particulars FY2019-20 FY2018-19 Securities and Exchange Board of India (SEBI) on 12th
outstanding as on the date of the Balance Sheet.
May, 2020 and with the concerned stock exchanges.
Total Income 240,283.86 221,497.50
The Company has also obtained necessary in-principle
EBITDA 10,881.36 4,172.23 approvals from stock exchanges and is in the process to Auditors
Finance costs 6,087.09 744.65 issue and allot the above shares in due course. During the year, M/s. Batliboi, Purohit & Darbari,
Depreciation and amortisation 10,496.18 2,454.86 Chartered Accountants (Firm Registration No. 303086E)
Profit/(Loss) before tax (5,701.91) 972.72 Directors and key managerial personnel have resigned as Statutory Auditors of the Company from
Tax expenses - 178.52 the conclusion of the meeting of the Board of Directors
In terms of the provisions of Section 152 of the Act and
of the Company (‘the Board’) held on 14 November, 2019,
Profit/(Loss) after tax (5,701.91) 794.20 Article 100 of the Articles of Association of the Company,
due to the recent increase in the volume of operation of
Other comprehensive income / (loss) (141.80) (143.43) Dr. Sanjiv Goenka (Director Identification Number
the Company, its geographical spread and consequential
00074796), retires by rotation and, being eligible, offers
Total comprehensive income for the year (5,843.71) 650.77 operational complexities in handling the audit.
himself for reappointment.
The financial statements have been prepared in accordance with the Indian Accounting Standards (IND AS) notified M/s. S. R. Batliboi & Co. LLP, Chartered Accountants (Firm
The members of the Company in its Second Annual
under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. Registration No. 301003E/E300005), were appointed as
General Meeting held on 19th July, 2019, had approved
the Statutory Auditors of the Company to fill the casual
the appointment of Dr. Sanjiv Goenka as Chairman
vacancy and will hold the office till the conclusion of the
and Non Executive Non Independent Director and Mr.
Performance overview do not declare any dividend for the year ended on 31st ensuing Annual General Meeting
March 2020. Shashwat Goenka as Non Executive Non Independent
Spencer’s Retail Limited (SRL), the retail arm of RP-Sanjiv Director of the Company. Considering the services and performance, your Board is
Goenka Group, opened 10 stores spanning around in the view that continuance of M/s. S. R. Batliboi & Co.
0.66 lakh square feet of retail space during the year. Management discussion and analysis The members in their Meeting held on 19th July, 2019,
LLP, Chartered Accountants as Auditors of the Company
These stores cater to all family needs – groceries, home In compliance with Regulation 34 of the SEBI (Listing had approved the appointment of Mr. Utsav Parekh, Ms.
will be beneficial to the Company, shareholders and
and personal care products, apparel and accessories, Obligation and Disclosure Requirement) Regulations, Rekha Sethi, Mr. Pratip Chaudhuri and Mr. Debanjan
other stakeholders as well, therefore recommends their
consumer durables and lifestyle products. During the 2015, a separate section on the Management Discussion Mandal as Non-Executive Independent Directors on
appointment as the Auditors of the Company for further
year 2019-20, the Company registered same-store sales and Analysis (Annexure-A), which includes details on the Board, not liable to retire by rotation, for a period
period of five years from the conclusion of the ensuing
growth of 1.81% as compared to last year same-store sales the state of affairs of the Company is annexed hereto and of five years, with effect from their respective dates
Annual General Meeting till the conclusion of Annual
growth of 3.10 %. forms a part of this Report. of appointment, in accordance with the applicable
General meeting to be held in the year 2025.
provisions of the Companies Act, 2013 (the Act) and rules
The financial performance of the Company as on 31st made thereunder. M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, have
March, 2020 is Rs (57.02) crores compared to previous Corporate governance
conveyed their consent to be appointed as the Statutory
year PAT of H7.94 crores. The Company continues to focus A separate Report on Corporate Governance Further the members of the Company in its Meeting held
Auditors of the Company along with the requisite
on growing the topline, keeping costs under control and (Annexure-B) alongwith Additional Shareholder’s on 19th July, 2019, had also approved appointment of Mr.
confirmation that, their appointment, if made by the
improving the performance of the stores. Information (Annexure-C), as prescribed under SEBI Rahul Nayak as Whole-time Director and Mr. Devendra
members, would be within the limits prescribed under
Regulations, are annexed as a Part of this Report along Chawla as CEO and Managing Director, for a period of
During the Financial Year 2020-21, SRL plans to expand the Companies Act, 2013.
with the Auditor’s Certificate thereon. three years, with effect from their respective dates of
its presence in its existing clusters. This will also help the appointment.
Company leverage its back-end capabilities and optimise Auditor’s report
marketing costs. Furthermore, the Company will focus on Extract of annual return Mr. Arvind Kumar Vats resigned as Chief Financial Officer The Board has examined the Auditor’s Report to the
increasing its non-food business revenues, enhancing An extract of Annual Return as required to be attached and Mr. Kumar Tanmay was appointed as the Chief accounts and clarifications, wherever necessary, have
the in-store experience and building team capabilities to in accordance with Section 134(3)(a) of the Companies Financial Officer of the Company (categorised as a key been included in the notes to the accounts.
realize its growth plans for the business. Looking ahead, Act, 2013, is annexed and form a part of this report managerial personnel), with effect from 14th August 2019
the company is moving closer towards achieving a much (Annexure-D). The same also can be viewed on the as per the provisions of the Act.
Secretarial audit
better performance in the coming years with its strategic website of the Company at www.spencersretail.com. The Company has received declarations from all the Secretarial audit of secretarial and related records of the
initiatives. Independent Directors of the Company confirming that Company was conducted during the year by M/s. S. M.
Business Responsibility Report they meet the criteria of independence as prescribed Gupta & Co., Company Secretaries, and a copy of the
Dividend Business Responsibility Report as required under SEBI under the Act. secretarial audit report is annexed and forms a part of
Due to accumulated loss in the year 2019-20 and with Regulations is annexed elsewhere and forms part of this this report (Annexure-F). The secretarial audit report does
a view to conserve resources and channelise it towards report (Annexure-E). Number of meetings of Board of Directors not contain any qualifications, reservations or adverse
future endeavours, the Board of Directors of the Company remarks.
The details of the number of meetings of the Board of

Related-party transactions e) internal financial controls laid down by the directors complaint which is pending as on 31st March, 2020. subsidiaries of CESC and their respective shareholders as
have been followed by the Company and that sanctioned by the Kolkata Bench of the Hon’ble National
All the Related Party Transactions (RPT) that were entered
into, during the financial year, were at arm’s length basis
such internal financial controls were adequate and Subsidiaries Company Law Tribunal has been made effective from
operating effectively and; During the year, the Company acquired 100% paid up 01.10.2017. However, the said demerger proposal of
and were in the ordinary course of business and as per
share capital of M/s. Natures Basket Limited (NBL), a generation undertaking has been withdrawn with effect
the RPT policy of the Company. Hence, the provisions f) proper systems to ensure compliance with the
wholly owned subsidiary of Godrej Industries Limited from 14.11.2019 and it is no longer being pursued with the
of Section 188 of the Companies Act, 2013 as amended provisions of all applicable laws were in place and
(GIL), comprising 44,58,30,000 fully paid up equity shares Hon’ble Bench. This will have no impact on Spencer’s
are not attracted. Thus, disclosure in Form AOC-2 is were adequate and operating effectively.
of H10/- each post approval of the members through postal Retail Limited.
not required. Further, there are no materially significant
Related Party Transaction(s) during the year under review Board evaluation ballot and accordingly, after acquisition of these shares
Cost Records
made by the Company with Promoters, Directors, Key from GIL, NBL has become a wholly owned subsidiary of
Pursuant to the provisions of the Companies Act, 2013,
Managerial Personnel or other designated persons, the Company w.e.f 4th July, 2019. Neither maintenance of cost records nor audit of cost
SEBI Listing Regulations and Circulars and Guidance
which may have a potential conflict with the interest of records as required under Section 148 of the Act read
Notes issued by SEBI in this regard, the Board has As on 31st March 2020, the Company had two wholly-
the Company at large. with relevant rules made thereunder is applicable to the
carried out an annual performance evaluation of its owned subsidiaries, M/s. Omnipresent Retail India Private
Company.
The policy on Related Party Transactions as approved by own performance, the Directors individually as well as Limited and M/s. Natures Basket Limited.
the Board is posted on the Company’s website and may the evaluation of the working of its Audit, Nomination
and Remuneration and other Committees. The manner
The Company has prepared a consolidated financial Secretarial standards
be accessed at www.spencersretail.com statement for the Company and its subsidiaries in the
in which the evaluation has been carried out has been During the year under review, the Company has complied
form and manner in compliance with the applicable with the applicable Secretarial Standards, issued by the
explained in the Corporate Governance Report, which is
Particulars of loans, guarantees or accounting standards and the SEBI (Listing Obligations Institute of Company Secretaries of India and approved
annexed hereto.
investments and Disclosure Requirements) Regulations, 2015 by the Central Government pursuant to Section 118 of the
During the financial year under review, your Company At a separate meeting of Independent Directors, the (hereinafter referred to as the ‘SEBI Listing Regulations’) Companies Act, 2013.
has complied with the provisions of Section 186 of performances of Non-Independent Directors, the Board and the same has been audited by M/s. S. R. Batliboi & Co.
the Companies Act, 2013 in respect to loans given and as a whole and the Chairman were evaluated, taking LLP, Chartered Accountants, the Statutory Auditors of the Employee Stock Option
investments made. Further the Company has not given into account the views of Executive Directors and Non- Company.
Consequent to the approval of the shareholders by way of
any guarantees or provided any security during the Executive Directors.
The consolidated financial statements for FY2019-20 Special Resolution on July 19, 2019, your Company has
financial year. forms a part of the Annual Report and accounts and shall constituted the ESOP 2019 Scheme. The objective of the
Risk management be laid before the Members of the Company at the Annual scheme is to (a) encourage ownership of the Company’s
Committees of the Board The Company has laid out a proper mechanism in place General Meeting while laying its financial statements equity shares by the employees on an ongoing basis; (b)
to identify the elements of business and other risks and a under Sub-section (2) of the said Section. Pursuant to to align employee compensation with the performance
Currently, the Board has four committees: Audit
risk management system to ensure compliance with the the provisions of Section 129(3) of the Act read with Rule of the Company; (c) to benefit the Company by enabling
Committee, Nomination and Remuneration Committee,
applicable laws and relevant standards. 5 of the Companies (Accounts) Rules, 2014, a statement the attraction and retention of the best available talent by
Stakeholders’ Relationship Committee and Corporate
Social Responsibility Committee. A detailed note on the containing the salient features of the financial statements enabling them to contribute and share in the growth of
composition of the Board and its committees is provided
Corporate social responsibility of the Company’s subsidiaries in Form AOC-1 is attached the Company and (d) to provide existing Employees an
in the Corporate Governance Report section of this In accordance with Section 135 of the Act and the rules to the financial statements of the Company. opportunity for investment in the Company’s Common
Report. made thereunder, the Company has formulated a Stock in recognition of their efforts to grow and build the
Furthermore, pursuant to the provisions of Section 136
Corporate Social Responsibility Policy, a brief outline of Company.
of the Act as amended by the Companies Amendment
Directors’ responsibility statement which along with the required disclosures are annexed Act, 2017, the financial statements of the Company, As on the date of this Annual Report, 1,20,000 options
(Annexure ‘G’) as a part of this Report. consolidated financial statements along with relevant have been granted under the ESOP 2019 Scheme.
Pursuant to Section 134 (3)(c) of the Companies Act, 2013,
your Directors, to the best of their knowledge and belief, documents and separate audited accounts in respect of
confirm that:
Vigil Mechanism/Whistleblower policy subsidiaries are available on the website of the Company. Awards and recognitions
Pursuant to the guidelines laid down under Section 177 Shareholders desirous of obtaining the Accounts of the The Company has been a proud recipient of numerous
a) in the preparation of the accounts for the financial of the Act and the Rules made thereunder, the Company Company’s subsidiaries may obtain the same upon awards and recognitions during the year 2019-20. The
year ended 31st March, 2020, the applicable has a whistleblower policy (vigil mechanism) in place for request. significant ones among them are listed hereunder:
accounting standards have been followed along with reporting genuine concerns pertaining to any instances
proper explanation relating to material departures, if In view of the provisions of the law, Natures Basket • Certified as a Great Workplace by Great Place to Work
of irregularity, unethical practice and/or misconduct. The Limited, wholly owned subsidiary of the Company, was
any; Institute, India
function of the vigil mechanism is reviewed by the Audit qualified to be a material subsidiary of the Company,
b) appropriate accounting policies have been selected Committee from time to time. Further there have been no accordingly the requirement under the SEBI (Listing • IMAGES Most Admired Launch of the Year – Nature’s
and applied consistently and judgments and such incidents / whistles during the period under review. Obligations and Disclosure Requirements) Regulations, Basket, Kolkata by IMAGES Awards for Excellence in
estimates have been made that are reasonable and The details of the said policy have been disclosed in the 2015, towards formulation of a policy for determining Food and Grocery Retail
prudent so as to give a true and fair view of the state Company’s website www.spencersretail.com. ‘material’ subsidiaries has been complied with and the • IMAGES Most Admired Marketing Campaign of the
of affairs of the Company at the end of the financial same is posted on the Company’s website and may be Year – Black Friday Sales Campaign Spencer’s by
year and of the loss of the Company for the period; Anti-sexual harassment policy accessed at: www.spencersretail.com IMAGES Awards for Excellence in Food and Grocery
The Company has in place an anti-sexual harassment Retail
c) proper and sufficient care has been taken for the
maintenance of accounting records in accordance
policy in line with the requirements of The Sexual Demerger
Harassment of Women at the Workplace (Prevention, • IMAGES Most Admired Large Format Retailer of the
with the provisions of this Act for safeguarding Except for the demerger of the generation undertaking
Prohibition & Redressal) Act, 2013 covering all Covering Year –Spencer’s by IMAGES Awards for Excellence in
the assets of the Company and for preventing and of CESC Limited and its transfer and vesting into
all the employees at workplace. The internal committee Food and Grocery Retail
detecting fraud and other irregularities; Haldia Energy Limited, a wholly owned subsidiary of
has been set up as per the Act. An internal committee CESC Limited, the Composite Scheme of Arrangement • Winner for Apprenticeship Leader by Nexus Malls
d) the annual account have been prepared on a going has been set up for this purpose and further there is no amongst the Company, CESC Limited and other eight Retail Awards 2020
concern basis;

Material Changes and Commitments, if nature of the business of the Company. (Annexure ‘A’ to Board’s Report)
any, affecting the Financial Position of
Internal control system and their
the Company
There are no material changes and commitments,
adequacy
The Company maintains adequate internal control
Management
Discussion and Analysis
affecting the financial position of the Company that have
occurred between the close of the financial year ended system in all areas of its operations. The services of
31st March 2020 and the date of this Board’s Report. internal and external auditors are sought from time to
time as well as in-house expertise and resources. The
Company continuously upgrades these systems in line
Covid-19
with best-in-class practices.
The outbreak of COVID-19 has taken the entire globe by Global economic overview
storm and has forced all the organisation’s to take measures These reports and deviations are regularly discussed
The global economy grew 2.9% in 2019 compared to 3.6% in 2018. This sharp decline was precipitated by an increase
towards this unprecedented period. Investments which with the Management Committee members and
in global trade disputes that affected the cross-border movement of products and services, a slowdown in the global
we had made over the years in building our stores both actions are taken, whenever necessary. An independent
Audit Committee of the Board periodically reviews the manufacturing sector, weak growth coming out of some of the largest global economies and the impact of Brexit. The
at Spencer’s & Natures Basket with safe and hygienic
adequacy of the internal control systems. result was that global trade grew a mere 0.9% in 2019, pulling down the overall economic growth average. Going ahead,
environment has helped us in this pandemic.
the 'Great Lockdown’, as a result of the pandemic Covid-19, is projected to shrink the global growth in calendar year
During the lockdown period all of our Stores were fully 2020 and thereafter. (Source: World Economic Outlook, April 2020, CNN, Economic Times, trading economics, Statista,
operational (to the extent permitted) and we were selling
Conservation of energy, research and
CNBC)
only essential items complying with all the requisite development, technology absorption,
orders of the government on due time. Our revenues from foreign exchange earnings and outgo
non-food merchandise (Apparel, General Merchandise The particulars as prescribed under sub-section (3)(m) of 6
and Electricals & Electronics) has been adversely affected Section 134 of the Companies Act, 2013 read with Rule
which have impacted our gross margins and EBITDA 8(3) of the Companies (Accounts) Rules, 2014 is annexed 5 4.8
disproportionately. hereto and forms part of this Report (Annexure-H). 4.6 4.5
We have taken several measures to mitigate the risk 4.3
Particulars of employees 4 3.9
quickly arising with the crisis. Some of them are: 3.7 World
3.6
GDP (%)
As required under the provisions of Section 197 of 3.5 3.4
1. Ensured safety for employees & customers by training 3
the Companies Act, 2013 and Rule 5(2) and 5(3) of 2.9 Advances economics
social distancing to staff & providing free masks to
the Companies (Appointment and Remuneration of 2.5
customers not wearing one in-store 2.3 2.2
Managerial Personnel) Rules, 2014, particulars of the 2 Emerging and developing
2. Motivated & incentivized employees by arranging employees concerned forms a part of this Report. However 1.7 1.7 economies
passes and hired vehicles to commute staff as per the provisions of Section 136 of the Companies Act,
1
2013, the Annual Report and Accounts are being sent to
3. Safeguarded supply side continuity with proactive
all the members of the Company excluding the aforesaid
and non-stop measures by establishing early 0
information. Any member interested in obtaining such [Source: IMF]
communications with manufacturers & distributors. 1
particulars may write to the Company Secretary of the 2 3 4 5
4. Actively managed truck delivery operations by Company through email on spencers.secretarial@rpsg.in.
working with local government officials The same will be replied by the Company suitably.
5. Unified focus on Digital which has helped us to Disclosure pertaining to remuneration and other details
expand our reach as required under section 197(12) of the Act read with Rule Indian economic review Growth of the Indian economy, 2019-20
5(1) of the Companies (Appointment and Remuneration Particulars Q1, Q2, Q3 Q4,
6. Transforming our cost structures and other cost India emerged as the fifth largest world economy in 2019
of Managerial Personnel) Rules, 2014, is annexed hereto
savings initiatives to generate adequate liquidity. with a gross domestic product (GDP) of $2.94 trillion. FY20 FY20 FY20 FY20
and forms part of this Report (Annexure-I).
India jumped 14 places to 63 in the 2020 World Bank's Real GDP growth (%) 5.2 4.4 4.1 3.1
Our customer value proposition across segments offers
wide range of assortments in hygienic environment Acknowledgements Ease of Doing Business ranking. (Source: Economic Times, CSO, Economic Survey, IMF,
along with our various initiatives including “Out of Store’ Your Directors wish to place on record their appreciation However, there was a decline in consumer spending that EIU
delivery, “Stores as back-end for online delivery” will help for the valuable services rendered by the employees of affected India’s GDP growth during the year under review. During the last week of the financial year under review,
us combat this severe economic disruption. the Company, across levels. The Directors would also India’s growth for FY2019-20 was estimated at 4.2% the national lockdown affected freight traffic, consumer
like to express their appreciation to the bankers, the compared with 6.1% in the previous year. Manufacturing offtake and a range of economic activities, casting an
Details of significant and material orders regulatory authorities, the trade suppliers, the customers, growth was seen at 2%, a 15-year low as against 6.9% uncertainty over prospects.
passed by the regulators, courts and the financial institutions and the shareholders for their growth in FY19.
continued support and cooperation.
tribunals Outlook
No significant and material order has been passed by the Y-o-Y growth of the Indian economy
Various forecasts have estimated a sharp de-growth in
Regulators, Courts and Tribunals impacting the going On behalf of the Board of Directors Particulars FY17 FY18 FY19 FY20 the Indian economy during the current financial year, the
concern status and the Company’s operations in future. Real GDP growth (%) 8.3 7.0 6.1 4.2 first such instance in decades owing to the nationwide
Dr. Sanjiv Goenka lockdown caused by COVID-19 pandemic.
Change in the nature of business Kolkata Chairman
During the year under review, there was no change in the June 29, 2020 (DIN 00074796)

Indian retail industry overview (assuming the market normalises from the pandemic Indian organised retail industry consumers could evolve. New markets could develop,
effect). new channels could reshape markets.
India is the fourth-largest global retail destination (after As internet penetration increases, the share of organised
the US, China and Japan). India ranked second in Global Over time, India has moved up from rank 130 to 63 in retail market is expected to increase from 12 percent in FY India's organised retail penetration is lower than other
Retail Development Index (GRDI) in 2019.The Indian retail World Bank’s Ease of Doing Business in 2019. The country 2019 to 25 percent in FY 2024. Technology is expected a countries like United States (85%), indicating headroom.
industry accounts for about 10 per cent of the country’s is the only one to have improved ranking by more than major role in enhancing consumer experience. The next Within organized retail, food & beverage account for
Gross Domestic Product (GDP) and around 8 per cent of 10 points consecutively for three years, strengthening 10-12 years could be defining for the Indian retail sector around 65%, followed by apparel at 10% and personal care
the employment. The retail sector was estimated at US$ FDI inflows into the retail industry. India’s retail sector as the market matures and organized retail penetrates at 3%.
0.7 trillion in 2019, driven by socio-demographic and attracted US$ 970 million from various private equity deeper into smaller cities and towns.
The Indian Government’s decision to permit 100% foreign
economic factors such as urbanisation, aspirations cum funds in 2019. Cumulative FDI inflows from April 2000
While more international brands and retailers across direct investment in single-brand retail through the
income growth and a rise in nuclear families. However, to December 2019 in the country’s retail sector were
categories and formats could enter and grow the Indian automatic investment route and relaxation of sourcing
the sector’s performance was sluggish in 2019-20 on estimated at US$ 2 billion.
business, India could become a key growth market for norms could strengthen the organized sector. (Source:
account of consumption slowdown, a reflection of
With the COVID-19 pandemic affecting consumer ones already present. Technology could replace ‘human Care Ratings, Financial Express, indiaretailing.com)
weaker consumer sentiment.
spending, retail sales for 2020 could decline. Retail roles’ in retail; new ways to emotionally connect with
India’s retail market is estimated to grow to US$1.1-1.3 categories like grocery and essential consumables could
trillion by 2025 from US$0.7 trillion in 2019, growing perform creditably, while miscellaneous discretionary
at a compound annual growth rate (CAGR) of 9-10%, categories (fashion, beauty and cosmetics) could be
driven by socio-demographic and economic factors affected. (Source: Economic Times, Live Mint, IBEF) Organized retail formats in India
like urbanisation, income growth and nuclear families
Models of retails business
Multi Brand
Retail Trading
Single Brand (‘MBRT’) E-commerce Government
Retail Trading (Marketplace
(‘SBRT’) model)
Policies
FDI guideline allowing 100% FDI in food
retail; for items produced, processed or
manufactured in India will facilitate the
Cash and Sectoral cap and FDI linked
growth of modern retail share
Carry performance conditions
Duty free
wholesale enumerated below
shops
trading
MODELS
(Source: Deloitte)
Realignment of
Business Model
Growth Expansion of Players
in Smaller Cities
Segment wise contribution in organised retail

Realignment of business model Drivers High adoption of organised retail
formats from Tier 2+ cities is
including assortment, mix,
space rationalization and format expected to boom modern retail
consolidation has led to growth penetration in India
3% 1%
of organised formats
4% 2% Food & Grocery
Apparel & Footwear
7%
Consumer Durables & IT
9% Jewellery & accessories

Health & Entertainment
Home decor & Furnishings Investment in
10% Beauty & Personal Care
Infrastructure
65% Others Investment across the entire ecosystem
of food processing, cold storage,
logidtics and product development is
driving growth of modern retail
(Source: Care Ratings)

Growth drivers consumers have become more aspirational, seeking new Growth drivers for India ecommerce industry Corona virus outbreak: The new decade is expected to
Population growth: Indian population is growing at 1.2% categories. There has been a change in the wallet share Online shoppers: The number of online shoppers is see the next wave of digital India, aided by the Covid-19
annually and is expected to surpass China to become the of Indian consumers from food and clothing to evolving expected to increase from 15 per cent to 50 per cent of the pandemic that catalysed the speed at which the already-
most populous nation by 2027. and new categories like mobile and communication, online population by 2026. connected consumer is deepening connection with
beauty and grooming, personal gadgets among others. devices, payments and e-medicine.
Growth of rural consumption: Rural per capita Increasing internet users: India has more than 525
consumption will grow 4.3 times by 2030, compared to Market expansion: With online players delivering to the million active internet users. With better connectivity, Increasing smartphone users: India had more than 502
3.5 times in urban areas. smallest of towns, consumers are increasingly aware of quality of service and affordability of mobile internet, million smartphone users in 2019; over 77 per cent of
international and indigenous brands, an opportunity for there could be an increase in rural consumers spending Indians access wireless broadband through smartphones.
Young millennial households: With median age of modern retailers seeking to enter Tier III and IV markets. (Source: Economic Times, Times of India, Statista, Live
more time on the internet. India’s monthly active internet
28 years, India is home to world’s largest millennial Leading national brands are now looking at 500-plus cities Mint)
user base is estimated to reach 639 million by the end
population at 400 million people, making 34 percent of the as their market and opening stores. Other international of December 2020, owing to the Covid-19-induced
total population in the country. Further, their contribution and indigenous brands are planning expansions into Outlook
lockdown that has forced people to stay indoors and
to the Indian workforce is significantly higher at nearly 48 these cities, influenced by changing lifestyles and digital glued to smartphones. Following the COVID-19 outbreak, the future appears
percent in FY 2019. connectivity. uncertain and the actual impact could depend on the
Internet penetration: Internet penetration in India stood
Also, Millennials are known to be marrying late, with Growth of shopping malls: Extending from Tier I extent of behavioural change. The modern trade format
at 41% compared to over 88% in US and 61% in China,
average age of marriage for women in urban India cities, mall development has entered Tier II cities and is is expected to deepen its relevance on account of a
indicating headroom. Interestingly, India’s rural areas are
increasing from 20-22 years to 25-26 years, while for men spreading to Tier III cities, driving organised retail. superior value proposition, hygiene and convenience,
driving its digital revolution, contributing 45% growth in
it has increased from 25-26 years to 29-30 years in the complemented by online retail.
internet penetration in 2019 compared to urban India’s
past few years. This has resulted in the young millennial Indian e-commerce industry overview growth of 11%.
having more disposable income to spend.
The Indian e-commerce industry is expected to surpass
Increasing women in workforce: With increasing gender the US to emerge as the second largest e-commerce Forces that could shape the future of India’s retail industry
equality at office, women entering workforce has been on market by 2034. The e-commerce industry in India was
a constant rise in past few years. Women workforce in the estimated at $32 billion in 2019. With advancements in Consumer shifts Supply side Data and technology New competitive Regulations
country increased 5 mn in FY 2014 to 7 mn in FY 2019 internet access, payments and computing on mobility innovations driven disruptions forces
and is expected to reach 10 million by FY 2024, increasing platforms, changed consumer behaviour with a large Given the attitudinal Increased margin With the onset of the As boundaries across With changes in
discretionary spending. active internet user base, customers can now access an and demographic pressures, retail digital revolution, industries continue to FDI, GST and other
increasing choice of products at attractively low costs. This change in consumer space crunch, rising it is imperative for blur, the retail industry rules, the Indian retail
Growing income: Increased economic activity helped
e-commerce trend is expected to accelerate. Currently preferences, there has costs are putting retailers to embrace might see itself facing industry continues
India grow its per capita income from Rs 1,15,293 in FY18
India’s internet penetration stands at around 41%. Online been a significant shift considerable strain data and technology competition from a to be sensitive to
to Rs 1,34,226 in FY20.
sales in India accounted for 1.6% of total retail sales in the way consumers on business models to shape consumer new genre of players regulations and a
Omni channel: Large offline retail brands launched their compared to over 15% for China and around 14% globally. shop – forcing – pushing retailers to shopping preferences – unsettling retailers changing political
online presence, widening their complementary omni- E-commerce is increasingly attracting customers from retailers to constantly innovate to win in the and minimize costs – and traditional models landscape – driving
channel model. Tier II and III cities, where people have limited access adapt to stay ahead of next decade prompting retailers to by bringing in a fresh retailers to rethink
to brands but have high aspirations. (Source: Economic the curve up their game perspective businesses and
Growing wallet share and price trade-off: With
Times, yourstory.com, Live Mint) models
growing GDP per capita and higher disposable incomes,
Company overview embodies the philosophy of delighting shoppers with

Shares of various segments in e-commerce retail by value, 2019 the best products and services that enhance fine living at
Spencer’s Retail Limited is a part of RP-Sanjiv Goenka
reasonable prices in a friendly retail environment.
Group and a multi-format retailer providing a range of
quality products across diverse categories including food,
3% personal care, fashion, home essentials, electrical and Operational performance
3% electronics. The Company created a distinctive identity During the year, the Company has reported total income
8% Electronics
through specialty sections such as Spencer’s gourmet, of H2,402.84 crore and Loss after tax of H57.02 crore at the
Apparels patisserie, wine and liquor and the recently-launched end of the year. To strengthen prospects, the Company
Home & Furnishings Epicuisine section. The Company has acquired Natures has acquired 100% stake in Natures Basket Limited in
9%
Baby, Beauty and Personal Care Basket Limited in July 2019 which has presence in July 2019. The Company focusses on growing the
the western part of India including prime locations in topline, keeping costs under control and improving
Books the performance of the stores on the one hand while
Mumbai, Pune and Bangalore.
Others diversifying from a large food and grocery focus to non-
48% Spencer’s Brand enjoys a rich legacy in India’s organized
food categories. As a strategy, the Company has been
29% retail market, being one of the earliest entrants in
increasing the share of non-food items to truly position
India’s organized retail, launched the first hypermarket
it as Omni Channel food to retail brand. It continued
in India in Hyderabad in 2000. Presently, Spencer’s
to strengthen its offering under its own brands and
operates 191 stores across 42 Indian cities (including 31
(Source: IBEF) strengthened the apparel business with launch of 2Bme.
stores of Natures Basket Limited). Spencer’s carved out
a positioning of ‘Makes Fine Living Affordable’, which During the year under review, the Company opened

10 new stores with 0.66 lakh sq ft of trading area in its Risk management Business risk Human resource management
focus markets. The Company plans to accelerate growth Inability to attract customer footfall in our stores could
Risk management is an essential element of business The Company has 5224 officers and employees as on 31st
through accelerated store addition and improved store impact business growth.
governance and the Company has policies and March 2020. The Company has been strengthening its
productivity by focusing on large-sized formats and
procedures in place to ensure that risks are properly human resource capital to mantain its growth in the past
non-food offerings. Mitigation
identified, evaluated and managed at the appropriate few years. The Company has created an enabling and
To increase bill size, store productivity and store gross level within the business. The Company’s stores are usually located in densely conducive work environment free of discrimination and
margins, Spencer’s plans to increase the share of apparel populated residential areas and neighborhoods, keeping harassment. The Company has pre-determined training
The identification of risks and opportunities, the
in its product mix following the launch of its proprietary in mind accessibility and development prospects. Sales calendar to hone skills of various employees based on
development of action plans to manage the risks
value fashion brand 2Bme across its stores are derived, in part, from the footfalls in these locations. their requirements. The Company encourages ideas from
and maximize the opportunities, and the continual
employees and a number of them were implemented
monitoring of progress against agreed key performance
Key strategic areas indicators (KPIs) are integral parts of the business process Financial risk during the year resulting in improvement in cost, quality
and delivery.
• Focus on margin-accretive private brands and and core activities throughout the Company. Inability to grow at competitive rates could impact
increase its share in the Company’s revenue business sustainability.
Economy risk Cautionary statement
• Grow the revenue share of non-food items, primarily
A slowdown in the economy could impact the company’s Mitigation The statements in the Management Discussion and
apparel and general merchandise
The Company’s long-term debt-equity ratio of 0.08 Analysis section describing the Company’s objectives,
growth.
• Leverage economies-of-scale provides financial comfort. Besides, the Company has a projections, estimates and prediction may be considered
cash balance of Rs 59.63 crore, strengthening its business as forward looking statements. All statements that address
• Omni Channel Business Mitigation
foundation. expectations or projections about the future, including but
• Launch stores in existing clusters The Company’s revenues reported growth of 8.5% during not limited to statements about the Company’s strategy
2019-20, despite the economy reporting slower growth for growth, product development, market positioning,
of 4.2%. A large part of the Company’s offerings include Pandemic risk
Finance review expenditures and financial results are based on certain
essential products that remained in demand despite a A sustained impact of the pandemic (COVID-19) could
Revenues: Total income during the year stood at assumptions and expectations of future events. The
lockdown in India. impact prospects.
H2,402.84 crore, as compared to H2,214.98 crore in FY Company cannot guarantee that these assumptions
2018-19. and expectations are accurate or will be realized. The
Geographic concentration risk Mitigation Company’s actual results, performance or achievement
Profit after tax: The Company registered a loss of H57.02 Concentration in a particular geography could hurt The Company is in the business of organized retail, which may thus differ materially from those projected in such
crore compared to profit after tax of H7.94 crore in FY business growth in case of a geographical slowdown. majorly deals in essential products. During the lockdown, forward-looking statements. The Company assumes
2018-19. the ability of customers to reach the company’s stores was no responsibility to publicly amend, modify or revise
Mitigation limited. In view of this, the Company launched alternative any forward-looking statement on the basis of any
Key financial highlights :
The Company’s 191 stores (Including 31 stores of Natures platforms to place orders, i.e, its online presence. subsequent developments, information or events.
Particulars 2019-20 2018-19
Basket Limited) are spread across 42 cities in more than To avoid duplication and repetition, certain heads of
Turnover (Including other 2,402.84 2,214.98
12 states, de-risking the company from dependence on a Internal control systems and their information required to be disclosed in the Management
Income) (Rs. In crore)
single geography. adequacy Discussion and Analysis have been included in the
Return on equity (%) -14.43% 1.33% Board’s Report.
The Company’s robust and intricate internal control
Net Assets Value per share 49.70 75.00 Business expansion risk systems ensure efficient use of resources and compliance
(Rs.)
The Company’s inability scout for new locations at with established policies, procedures and statutory
Earnings per share (Rs.) -7.17 1.00
reasonable rentals could impact growth. requirements. The Company has developed well-
documented guidelines, procedures for authorization
Key ratios
Mitigation and approvals, including regular audits. The Company
Particulars 2019-20 2018-19 has a well-established internal audit framework that
The Company commissioned 46 stores in three years
Debtors Turnover (Days on 9 8 covers all aspects of financial and operational controls,
spanning 2.59 lakhs sq. ft. On behalf of the Board of Directors
Revenue) across units, functions and departments. The Company
Inventory Turnover (Days 36 47 also has an efficient financial reporting system in place.
Inventory risk
on Revenue) The Company’s internal audit team is actively engage in
Loss of inventory could lead to customer dissatisfaction. Dr. Sanjiv Goenka
Current Ratio 0.72 1.60 the evaluation and improvement of various functions and
activities of the company and other support functions Kolkata Chairman
Operating Profit Margin (%) 0.16% 0.79% Mitigation and departments. June 29, 2020 (DIN 00074796)
Net Profit Margin (%) / PAT -2.40% 0.36%
The Company estimates sales based on the forecast,
Return on Net worth (%) -14.43% 1.33% demand and requirements for the forthcoming season.
Table presents key financial ratios, as applicable, for The Company maintains inventory across distribution
Spencer’s Retail Limited as a standalone entity centers for seamless supply.

(Annexure ‘B’ to Board’s Report) Table 1 : Composition of the Board of Directors as on 31 March, 2020.
Name of the Category No. of other Directorships Attendance Particulars
Report on Directors and Committee membership /

Chairmanships in other Indian
Corporate Governance
public Companies
Director Member Chairman No. of No. of Attendance
(Note -1 ) (Note -2) (Note -2 ) Board Board at last AGM
Meetings Meetings
Held Attended
(Note -6 )
Dr. Sanjiv Goenka Promoter, 8 5 3 5 4 No
Non-
The Company’s Philosophy on Corporate such, the Company has established a fair, transparent and
Executive,
Governance ethical governance practices.
Chairman
Our Company is one of the leading multi-format omni- The company is listed on BSE Limited (“BSE”), National Mr. Shashwat Promoter, 5 1 0 5 4 No
channel retailer in India, catering to the needs of the Stock Exchange of India Limited (“NSE”) and Calcutta Goenka Non-
upmarket urban consumers for daily fresh food to world Stock Exchange (CSE). A report on the Company’s Executive
food and ingredients. The Company is committed to compliance with the Corporate Governance provisions
Mr. Utsav Parekh Non- 7 5 3 5 5 Yes
continuously upgrade its operations and performance to as prescribed under the Securities and Exchange Board of
Executive,
enhance stakeholder value. The Corporate Governance India (Listing Obligations and Disclosure Requirements)
Independent
framework of the Company is based on an effective Regulations, 2015 (“Listing Regulations”), as amended
Mr. Pratip Chaudhari Non- 9 8 3 5 5 Yes
and independent Board of Directors. The separation of from time to time, is given hereunder. This chapter,
Executive,
the supervisory role of the Board of Directors from the along with the chapters on Management Discussion and
Independent
executive management team and constitution of the Analysis and Additional Shareholder Information, reports
the status of compliance of corporate governance norms Ms. Rekha Sethi Non- 5 4 1 5 4 No
committees of the Board of Directors has been carried out
of the Listing Regulations by Spencer’s Retail for the year Executive,
as required under the applicable laws. A robust corporate
ended 31st March, 2020. Independent
governance framework has been implemented across
the organization so as to sustain and improve, with each Mr. Debanjan Non- 5 4 1 5 5 Yes
passing day, the Company’s efficiency, effectiveness Board of Directors Mandal Executive,
and social responsibility. The basic philosophy of Independent
corporate governance in the organization emphasizes Composition and Attendance Mr. Devendra CEO and 1 0 0 5 5 Yes
on maintaining the highest levels of transparency, As on 31 March, 2020, the Company’s Board of Directors Chawla Managing
accountability, awareness and equity across all (‘the Board’) consisted of eight Directors, of whom four Director
operational aspects. As a listed company, Spencer’s were Independent Directors, including a woman Director. Mr. Rahul Nayak Whole-time 0 0 0 5 5 Yes
ensures compliance with the applicable provisions of the Managing Director and Whole-time Director are the two Director
Listing Regulations pertaining to corporate governance, Executive Directors of the Company. The composition
Notes :
including the appointment of the Independent Directors of the Board satisfies the requirements of Section 149
and constitution of Committees of the Board. The Board of the Companies Act, 2013 (“the Act”) and the Listing 1. Directorships held by Directors as mentioned in Table 1 do not include alternate directorships, directorships of
of Directors functions either independently or through Regulations. foreign companies, Section 8 companies, one person companies and private limited companies.
various committees constituted to oversee specific
Composition of the Board and attendance record of 2. Memberships / Chairmanships of only the Audit Committees and Stakeholders Relationship Committees of public
operational areas. The Company’s management provides
the Directors are detailed in Table 1 below. None of limited companies have been considered.
the Board of Directors with detailed reports on a periodic
the Directors is a member of more than ten Board- 3. None of the Directors except Dr. Sanjiv Goenka and Mr. Shashwat Goenka are related to each other.
basis. The Company continuously endeavours to design
level Committees of public companies in which they
and improve the flow of activities in an effective manner 4. The details of the familiarisation programme for Independent Directors is disclosed on the Company’s website at
are Directors or is a Chairman of more than five such
and ensure economic prosperity and long-term value http://www.spencersretail.com
Committees.
creation for the enterprise as well as the stakeholders. As
5. The Independent Directors have confirmed that they meet the criteria of independence u/s 149(6) of the Act and
the Listing Regulations. The Board is of the opinion that the Independent Directors fulfill the conditions specified in
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 at;: http://www.spencersretail.com.

Table : 2 Details of directorship of present Directors in other Listed Entities with detailed notes including necessary information as Meeting is given below in Table 3.
required under the Statute and in line with the guidelines
Name of the Directors Directorship in other Listed Entities Category Table 3: Attendance Record of Audit Committee
on Corporate Governance. These papers are circulated
to the Directors well in advance so that they can come Name of Status Category No. of Meetings
Dr. Sanjiv Goenka a) CESC Limited Chairman / Non-Executive / prepared at the meetings. The Board periodically reviews Members Held Attended
b) Phillips Carbon Black Limited Non-Independent compliance reports prepared by the Company regarding Mr. Utsav Chairman Non- 4 4
c) Saregama India Limited all laws applicable to the Company. There has not been Parekh Executive
any instance of any non-compliance. Independent
d) Firstsource Solutions Limited Director
e) CESC Ventures Limited Important operational matters are brought to the notice Mr. Member Non- 4 4
Mr. Shashwat Goenka a) Phillips Carbon Black Limited Non-Executive / Non- of the Board at its meetings and various divisional heads Shahshwat Executive
Independent in charge of the Company’s operations attend the Board Goenka
b) Firstsource Solutions Limited
Meetings to provide inputs and explain any queries Mr. Pratip Member Non- 4 4
c) CESC Ventures Limited pertaining to their respective areas of operation to enable Chaudhuri Executive
d) CESC Limited the Board to take informed decisions. Independent
Mr. Utsav Parekh a) Xpro India Limited Non-Executive / Independent Director
b) Texmaco Rail & Engineering Limited Code of Conduct Mr. Debanjan Member Non- 1 1
Mandal Executive
c) Texmaco Infrastructure & Holdings Limited. The Code of Business Conduct and Ethics (‘the Code’)
(appointed Independent
relating to matters concerning Board members and
d) Smifs Capital Markets Limited. w.e.f. 14th Director
Senior Management Personnel and their duties and
Mr. Pratip Chaudhuri a) CESC Limited Non-Executive / Independent November,
responsibilities have been meticulously followed. All 2019)
b) Visa Steel Limited Directors and Senior Management Personnel have
affirmed compliance of the provisions of the Code during The chief of finance and representatives of the
c) Firstsource Solutions Limited
2019-20 and a declaration from the Managing Director to Statutory Auditors and Internal Auditors are invited by
d) Quess Corp Limited the Audit Committee to its meetings. The Auditors are
that effect is given at the end of this report. The Code is
e) Cosmo Films Limited posted on the Company’s website www.spencersretail. heard in the meetings of the Audit Committee when
f) Muthoot Finance Limited com. it considers the financial results of the Company and
Ms. Rekha Sethi a) CESC Limited Non-Executive / Independent Auditors’ views thereon. The Company Secretary is
Committees of the Board the Secretary to the Committee.
a) Sun Pharmaceutical Industries Limited
Mr. Debanjan Mandal a) Century Plyboards (India) Limited Non-Executive / Independent The Board currently has four committees namely: (iii) Terms of reference
b) Industrial and Prudential Investment Co. Limited The functions of the Audit Committee of the
1. Audit Committee
Company include the following:
Mr. Devendra Chawla NIL NIL
2. Stakeholders Relationship Committee
Mr. Rahul Nayak NIL NIL (a) oversee the Company’s financial reporting
3. Nomination & Remuneration Committee, and process and the disclosure of its financial
information to ensure that the financial statement
Expertise and Competence of the Board Meetings of Independent Directors 4. Corporate Social Responsibility Committee
is correct, sufficient and credible;
of Directors During 2019-20, Independent Directors met on The terms of reference of the Board Committees are
(b) provide recommendation for appointment,
Board of Directors of the Company comprises of 6 11 February, 2020 in order to, inter alia, review the governed by relevant Legislations and/or determined by
remuneration and terms of appointment of
Non-Executive Directors, who are highly experienced performance of non-independent directors including the Board from time to time.
auditors of the Company;
professionals drawn from diverse fields, which enables that of the Chairman, assess the effectiveness of flow of
them to contribute effectively to the Company and information between the company management and 1. AUDIT COMMITTEE (c) approve payment to statutory auditors for any
enhance the quality of the Board’s decision-making the Board and other related matters. All the Independent (i) Composition : other services rendered by them;
process. Directors attended the said meeting. As on 31 March, 2020, Audit Committee consisted (d) review with the management, the annual
of Mr. Shashwat Goenka, Mr. Pratip Chaudhuri, Mr. financial statements and auditor’s report thereon
Dr. Sanjiv Goenka Chairman steers the deliberations
Confirmation of Independence Debanjan Mandal and Mr. Utsav Parekh, being the before submission to the Board for approval, with
of the Board with inputs from independent and non-
The independent Directors have confirmed that they Chairman of the Committee. All members of the particular reference to:
independent directors. Mr. Rahul Nayak, Whole-time
meet the criteria of independence under section 149(6) of Audit Committee have accounting and financial
Director and Mr. Devendra Chawla, CEO and Managing (i) matters required to be included in the
the Act and the Listing Regulations. The Board of Directors management expertise.
Director both Executive Directors on the Board, are also Director’s Responsibility Statement to be
well qualified professionals with rich corporate level of the Company is of the opinion that the independent Audit Committee was reconstituted on 14th included in the board of directors report in
experience. directors fulfill the conditions specified in Listing November, 2019 by having Mr. Debanjan Mandal, terms of clause (c) of sub Section 3 of Section
Regulations and are independent of the management. Independent Director as a Member of the Audit 134 of the Companies Act, 2013;
None of the independent Directors resigned before the
Board Meetings Committee.
expiry of his tenure since the last Annual General Meeting (ii) changes, if any, in accounting policies and
In 2019-20, the Board met five times on 17 May 2019, of the Company. (ii) Meetings: practices and reasons for the same;
19 July 2019, 14 August 2019, 14 November 2019 and 11 The Committee met four times on 17 May 2019, 14
February, 2020. The maximum gap between any two (iii) major accounting entries involving estimates
Information placed before the Board August 2019, 14 November 2019 and 11 February,
Board meetings was less than one hundred and twenty based on the exercise of judgment by the
2020. The attendance record of the Members at the
days. Along with the agenda papers, the Directors are presented

management of the Company; (q) to look into the reasons for substantial defaults the unlisted subsidiary companies, in view of the (b) Investigating complaints relating to allotment of
in the payment to the depositors, debenture requirements under Regulation 24 of the Listing shares, approval of transfer or transmission of
(iv) significant adjustments made in the financial
holders, shareholders (in case of non-payment of Regulations. shares, debentures or any other securities;
statements arising out of audit findings;
declared dividends) and creditors;
(c) Giving effect to all transfer/transmission of
(v) compliance with listing and other legal 2. STAKEHOLDERS’ RELATIONSHIP
(r) to review the functioning of the whistle blower shares and debentures, dematerialisation of
requirements relating to financial statements; COMMITTEE
mechanism; shares and re-materialisation of shares, split and
(vi) disclosure of any related party transactions; (i) Composition : issue of duplicate/consolidated share certificates,
(s) approve the appointment of the Chief Financial
and As on 31 March, 2020, the Stakeholders Relationship compliance with all the requirements related to
Officer of the Company (i.e., the whole-time
Committee consisted of Dr. Sanjiv Goenka, the shares, debentures and other securities from
(vii) modified opinion(s) in the draft audit report. Finance Director or any other person heading the
Chairman of the Committee, Mr. Shashwat Goenka, time to time; Overseeing the performance of the
finance function or discharging that function)
(e) review, with the management, the quarterly and Mr. Rahul Nayak and Mr. Utsav Parekh. registrars and transfer agents of our Company
after assessing the qualifications, experience and
any other partial period financial statements and to recommend measures for overall
background, etc. of the candidate; Mr. Rama Kant, Company Secretary is the compliance
before submission to the board of directors for improvement in the quality of investor services;
officer of the Committee.
their approval; (t) oversee the vigil mechanism established by the and
Company and the chairman of audit committee (ii) Meetings:
(f) review, with the management, the statement (d) Carrying out such other functions as may be
shall directly hear grievances of victimisation The Committee met four times on 17 May 2019,
of uses / application of funds raised through an specified by the Board from time to time or
of employees and directors, who use vigil 14 August 2019, 13 November 2019 and 10 February,
issue (public issue, rights issue, preferential issue, specified/provided under the Act or SEBI Listing
mechanism to report genuine concerns; and 2020. The attendance record of the Members at the
etc.), the statement of funds utilised for purposes Regulations, or by any other regulatory authority.
Meeting is given below in Table 4.
other than those stated in the offer document / (u) carry out any other function as is mentioned in
Table 4: Attendance Record of Stakeholders For expediting the above processes, the Board has
prospectus / notice and the report submitted by the terms of reference of the Audit Committee
Relationship Committee delegated necessary power to the Company Secretary
the monitoring agency monitoring the utilisation and any other terms of reference as may be
who is also the Compliance Officer.
of proceeds of a public or rights issue, and making decided by the Board of Directors of the Company
Name of Status Category No. of Meetings
appropriate recommendations to our board of or specified/provided under the Act or by the
directors to take up steps in this matter;
Members Held Attended 3. NOMINATION & REMUNERATION
Listing Regulations or by any other regulatory
requirement. Dr. Sanjiv Chairman Non- 4 4 COMMITTEE
(g) review and monitor the auditor’s independence Goenka Executive (i) Composition :
and performance, and effectiveness of audit (v) Reviewing the utilisation of loans and / Independent
As on 31 March, 2020, the Nomination Remuneration
process; advances from investment by the Company in Director
Committee comprised of Dr. Sanjiv Goenka, Mr.
its subsidiaries for an amount exceeding H100 Mr. Member Non- 4 4
(h) approve or subsequently modify transactions of Pratip Chaudhuri and Mr. Utsav Parekh, Chairman of
crore or 10% of the asset size of the subsidiary, Shahshwat Executive
the Company with related parties; the Committee. The committee met four times on 17
whichever is lower, including existing loans/ Goenka
May 2019, 14 August 2019, 14 November 2019 and 11
(i) scrutinize inter-corporate loans and investments; advances / investments. Mr. Utsav Member Non- 4 4
February, 2020. The attendance of members is given
Parekh Executive
(j) provide valuation of undertakings or assets of the The Company has systems and procedures Independent below in Table 5:-
Company, wherever it is necessary; in place to ensure that the Audit Committee Director Table 5: Attendance Record of Nomination &
(k) evaluate internal financial controls and risk mandatorily reviews: Mr. Rahul Member Non- 4 4 Remuneration Committee
management systems; I. Management discussion and analysis of Nayak Executive
Independent Name of Status Category No. of Meetings
(l) review, with the management, performance of financial position and results of operations.
Director Members Held Attended
statutory and internal auditors, adequacy of the II. Statement of significant related party Dr. Sanjiv Member Non- 4 4
Details of the number and nature of complaints
internal control systems; transactions, Management letters/letters of Goenka Executive
received and redressed during the financial year
(m) review the adequacy of internal audit function, if internal control weaknesses issued by the Mr. Utsav Chairman Non- 4 4
2019-20 are given in the section titled “Additional
any, including the structure of the internal audit statutory auditors. Parekh Executive
Shareholder Information”.
department, staffing and seniority of the official III. Internal audit reports relating to internal Mr. Pratip Member Non- 4 4
(iii) Terms of reference: Chaudhuri Executive
heading the department, reporting structure control weaknesses.
The terms of reference of the Stakeholders
coverage and frequency of internal audit;
IV. The appointment, removal and terms of Relationship Committee include the following: (ii) Remuneration Policy :
(n) discuss with internal auditors of any significant remuneration of the chief of internal audit In accordance with the recommendation of the
(a) Redressal of all security holders’ and investors’
findings and follow up there on; function. Committee, the Company has since formulated a
grievances such as complaints related to transfer
(o) review the findings of any internal investigations V. Whenever applicable, monitoring end use Remuneration Policy for directors, key managerial
of shares, including non-receipt of share
by the internal auditors into matters where there of funds raised through public issues, rights personnel and other employees of the Company. The
certificates and review of cases for refusal of
is suspected fraud or irregularity or a failure of issues, preferential issues by major category Committee is also responsible for recommending the
transfer/transmission of shares and debentures,
internal control systems of a material nature and (capital expenditure, sales and marketing, fixation and periodic revision of remuneration of the
non-receipt of balance sheet, non-receipt of
reporting the matter to the Board; working capital, etc), as part of the quarterly CEO and Managing Director/Whole-Time Director.
declared dividends, non-receipt of annual
(p) discuss with statutory auditors before the audit declaration of financial results. reports, etc., and assisting with quarterly reporting (iii) Terms of Reference :
commences, about the nature and scope of audit of such complaints; The role of the Nomination & Remuneration
In addition, Audit Committee of the Board
as well as post-audit discussion to ascertain any is also empowered to review the financial Committee includes:
area of concern; statements, in particular, investments made by

(a) Formulation of the criteria for determining (o) Determining the exercise price under the Plan; Table 6: Attendance Record of Corporate Social Remuneration of Directors
qualifications, positive attributes and Responsibility Committee
(p) Construing and interpreting the Plan and any Payment of remuneration to the CEO, Managing Director
independence of a director and recommend to
agreements defining the rights and obligations Name of Status Category No. of Meetings and Whole-time Director are governed by the agreements
the Board a policy, relating to the remuneration
of the Company and eligible employees under Members Held Attended executed between them and the Company and will be
of the directors, key managerial personnel and
the Plan, and prescribing, amending and/or Dr. Sanjiv Chairman Non- 1 1
governed by Board and Shareholders’ resolutions. The
other employees;
rescinding rules and regulations relating to the Goenka Executive remuneration structure comprises of salary, variable pay,
(b) Formulation of criteria for evaluation of administration of the Plan; Mr. Shashwat Member Non- 1 1 perquisites and allowances and retirement benefits in
performance of independent directors and the Goenka Executive the forms of superannuation and gratuity. The details of
(q) Framing suitable policies, procedures and
Board; Mr. Utsav Member Non- 1 1 remuneration to the Directors have been given below:-
systems to ensure that there is no violation of
(c) Devising a policy on Board diversity; securities laws, as amended from time to time, Parekh Executive
Remuneration to Non-Executive Directors for the
including:
(d) Identifying persons who are qualified to become (iii) Terms of reference : year ended 31 March, 2020:
directors of the Company and who may be a. the Securities and Exchange Board of India The terms of reference of the Corporate Social Details of Sitting Fees paid to Non-Executive Directors
appointed in senior management in accordance (Prohibition of Insider Trading) Regulations, Responsibility Committee are as follows: during the Financial Year 2019-20 are as follows: Dr.
with the criteria laid down, and recommend to 2015, as amended; and Sanjiv Goenka, Chairman – H8.50 lakhs, Mr. Shashwat
the Board their appointment and removal. The (a) To formulate and recommend to the board, a
b. the Securities and Exchange Board of India corporate social responsibility policy which shall Goenka – H8.50 lakhs, Mr. Pratip Chaudhuri – H9.50 lakhs,
Company shall disclose the remuneration policy Mr. Utsav Parekh – H12.00 lakhs, Mr. Debanjan Mandal –
(Prohibition of Fraudulent and Unfair Trade indicate the activities to be under-taken by the
and the evaluation criteria in its annual report; H6.00 lakhs and Ms. Rekha Sethi – H4.50. lakhs.
Practices Relating to the Securities Market) Company as specified in Schedule VII of the
(e) Analysing, monitoring and reviewing various Regulations, 2003, as amended. Companies Act and the rules made thereunder Sitting fees include payment for Board-level committee
human resource and compensation matters; and make any revisions therein as and when meetings. Apart from sitting fees, no other payments
(r) Performing such other activities as may be
(f) Determining the Company’s policy on specific delegated by the Board of Directors and/or decided by the Board; have been made to the Non-Executive Directors during
remuneration packages for executive directors are statutorily prescribed under any law to be (b) To identify corporate social responsibility policy the year.
including pension rights and any compensation attended to by the Nomination and Remuneration partners and corporate social responsibility
payment, and determining remuneration Committee. policy programmes; Remuneration of Executive Directors:
packages of such directors; Mr. Devendra Chawla, CEO and Managing Director of
(s) Performance Evaluation Criteria: (c) To recommend the amount of expenditure to be
(g) Determining remuneration, in whatever form, The performance evaluation criteria for Non- the Company was paid remuneration of H494.21 Lakhs
incurred for the corporate social responsibility
payable to the senior management personnel Executive including Independent Directors laid during the financial year ended 31st March 2020.
activities and the distribution of the same
and other staff (as deemed necessary), which down by the Committee and taken on record by to various corporate social responsibility Further Mr. Rahul Nayak, Whole-time Director of the
shall be market-related, usually consisting of a the Board includes: programmes undertaken by the Company; Company was paid remuneration of H162.06 Lakhs during
fixed and variable component; the financial year ended 31st March 2020.
• Attendance and participation in the Meetings (d) To delegate responsibilities to the corporate
(h) Reviewing and approving compensation social responsibility team and supervise proper
• Preparedness for the Meetings Shares held by Non-Executive Directors as on 31
strategy from time to time in the context of the execution of all delegated responsi-bilities;
then current Indian market in accordance with • Understanding of the Company and the March, 2020:
applicable laws; external environment in which it operates (e) To review and monitor the implementation
Name No of shares held
and contributes to strategic direction of corporate social responsibility programmes
(i) Determining whether to extend or continue Dr. Sanjiv Goenka 80876
and issuing necessary directions as required for
the term of appointment of the independent • Raising of valid concerns to the Board and proper implementation and timely completion of Mr. Shashwat Goenka 66844
director, on the basis of the report of performance constructive contribution to issues and active corporate social responsibility programmes; and As on 31 March 2020, no convertible instruments of the
evaluation of independent directors; participation at meetings
(f) To perform such other duties and functions Company were outstanding.
(j) Perform such functions as are required to be • Engaging with and challenging the as the Board may require the Corporate Social
performed by the Compensation Committee management team without being Responsibility Committee to undertake to Subsidiary Companies
under the Securities and Exchange Board of India confrontational or obstructionist. promote the corporate social responsibility As on 31 March, 2020, Spencer’s Retail Limited had two
(Share Based Employee Benefits) Regulations, activities of the Company and exercise such subsidiaries, Omnipresent Retail India Private Limited
2014; 4. CORPORATE SOCIAL RESPONSIBILITY other powers as may be conferred upon the CSR and Natures Basket Limited (w.e.f. 4 July 2019). The
(k) Administering any employee stock option plan
COMMITTEE Committee in terms of the provisions of Section Company is having a material subsidiary in the current
(“Plan”); (i) Composition : 135 of the Companies Act, 2013. financial year, namely Natures Basket Limited. Further as
As on 31 March, 2020, the Corporate Social per the amended regulation of SEBI (LODR), appointment
(l) Determining the eligibility of employees to Committee Recommendation
Responsibility Committee consisted of Dr. Sanjiv of Independent Director is not applicable.
participate under the Plan; There were no instances of any recommendation by
Goenka, Chairman, Mr. Shashwat Goenka and Mr. The Company’s policy for determining material subsidiary
the Committees that was not accepted by the Board.
(m) Granting options to eligible employees and Utsav Parekh. is posted at: www.spencersretail.com
determining the date of grant; (ii) Meetings :
(n) Determining the number of options to be granted The Committee met on 17 May, 2019.
to an employee; The attendance of members is given below in Table
6:-

Management Discussion and Analysis Disclosure of accounting convention in question of denying any personnel due access to Audit of Directors, as required under the Listing Regulations.
preparation of financial statements Committee did not arise.
This Annual Report has a detailed chapter on Management
Discussion and Analysis. The financial statements have been prepared to
Shareholder Approval
comply with in all material aspects with the applicable
Anti sexual harassment policy
APPOINTMENT/RE-APPOINTMENT OF
Disclosures by Management to the Board accounting principles in India, including accounting The Company has in place an Anti-Sexual Harassment
DIRECTORS
standards notified under Section 133 of the Companies Policy in line with the requirements of The Sexual
All disclosures relating to financial and commercial
Act, 2013 (“the Act”) and other relevant provisions of the Harassment of Women at the Work-place (Prevention, The members of the Company in its Second Annual
transactions where Directors may have a potential interest
Act. The financial statements have also been prepared in Prohibition & Redressal) Act, 2013 covering all employees General Meeting held on 19th July, 2019, have approved
are provided to the Board and the interested Directors
accordance with relevant presentational requirements of at workplace. The internal committee has been set up as appointment of Dr. Sanjiv Goenka as Chairman and Non-
neither participate in the discussion nor do they vote on
the Act. per the Act, the Company has set up an Internal Complaint Executive Non Independent Director and Mr. Shashwat
such matters.
Committee in compliance with Sexual Harassment of Goenka as Non-Executive Non Independent Director.
Women and Workplace (Prevention, Prohibition and Further the members of the Company in its Meeting held
Redressal) Act, 2013 and Rules framed thereunder.
Amount Payable to the Statutory Auditor, by the Company and its Subsidiaries: on 19th July, 2019, have approved appointment of Mr.
Disclosure in relation to the Sexual Harassment of Utsav Parekh, Ms. Rekha Sethi, Mr. Pratip Chaudhuri and
Auditor/Firm Name Company name Service rendered Amount payable (in
Women at Workplace Mr. Debanjan Mandal as Non-Executive Independent
Rs. Lakhs)
Directors on the Board, not liable to retire by rotation, for
Batliboi, Purohit & Darbari Spencer’s Retail Limited Statutory and Tax audit fees 13.00 Number of complaints pending at the beginning NIL a period of five years, with effect from their respective
S. R. Batliboi & Co. LLP (w.e.f. Spencer’s Retail Limited Statutory audit, Tax audit and 81.00 of the financial year dates of appointment, in accordance with the applicable
14 Nov 2019) Limited Review Fees Number of complaints filed during the financial 06 provisions of the Companies Act, 2013 (the Act) and rules
Batliboi, Purohit & Darbari Omnipresent Retail India Statutory and Tax audit fees 4.50 year
made thereunder.
Private Limited Number of complaints disposed of during the 06
financial year Further the members of the Company in its meeting held
on 19th July, 2019, have also approved appointment of Mr.
Number of complaints pending as on end of NIL
Rahul Nayak as Whole-time Director and Mr. Devendra
the financial year
Chawla as CEO and Managing Director, for a period of
Code for prevention of insider trading Utilization of Funds three years, with effect from their respective dates of
practices CEO/CFO Certification appointment.
Since its incorporation, the Company has not raised
any funds through preferential allotment or qualified Certification by the CEO and the CFO as to the financial
The Company has in place a code – “Code of Conduct
institutions placement. statements for the year has been submitted to the Board
to Regulate, Monitor and Report Trading by Insiders” in
compliance with the SEBI (Prohibition of Insider Trading)
Regulations, 2015. The code lays down guidelines, which Related Party Transaction
advises the insiders on procedures to be followed and Details of transactions of a material nature with any Dr. Sanjiv Goenka (Director Identification Number 00074796) who retires by rotation and, being eligible, offers himself
disclosures to be made, while dealing with the Company’s of the related parties as specified in Indian Accounting for re-appointment, The details of directors, mentioned above, are given below :
securities. The code clearly specifies, among other Standard Ind AS 24 issued by the Institute of Chartered
matters, that “Designated Persons” including Directors of Accountants of India are disclosed in Note 37 to the Name of the Director Dr. Sanjiv Goenka (DIN 00074796)
the Company can trade in the Company’s securities only financial statements for the year 2019-20. There has Age 59
when the ‘Trading Window’ is open. The trading window been no material transaction with any of the related Brief Resume Dr. Sanjiv Goenka is the Chairman of the Company and also of H44000 crores RP Sanjiv Goenka
is closed during the time of declaration of financial results, parties which may have potential conflict with the Group which has over 45,000 employees and over five hundred thousand shareholders with
dividend and other important events as mentioned in the interests of the Company. There has been no material annual revenues of more than Rs 26,000 crores.
Code. pecuniary relationships or transactions between the
Company and its Non-Executive Directors during the Dr. Goenka was the youngest-ever President of the Confederation of Indian Industry (CII) and
Apart from the above, the Company also has in place a
year. The Company’s policy on dealing with Related Party of the Indian Chamber of Commerce. He is also former President of the All India Management
“Code of Practices and Procedures for Fair Disclosure
Transactions is uploaded at: www.spencersretail.com Association. He is presently the Chairman of the Board of Governors of the Indian Institute of
of Unpublished Price Sensitive Information” in terms
Technology, Kharagpur. This is the fourth time Dr. Goenka has been bestowed this honour. Dr
of the aforesaid regulations. Company Secretary is the
Whistle Blower Policy Goenka is also the Chairman of the Board of Governors of International Management Institute,
Compliance Officer who also heads the Investor Relation
Delhi, Bhubaneswar and Kolkata.
Functions. The above two codes are posted on the As required under the Act and Listing Regulations, the
Company’s website www.spencersretail.com Company has formulated a Vigil Mechanism and Whistle Dr. Goenka is aged 59 years and is a Commerce Graduate from St . Xavier’s College, Kolkata. Dr.
Blower Policy for its Directors and permanent employees. Sanjiv Goenka has received numerous awards and three Honorary Doctoral Degrees.
Credit Ratings Under the Policy, instances of any irregularity, unethical Other Directorship Dr. Goenka is the Chairman of the Board of Directors of CESC Limited (member of Audit
The Company has not obtained any credit rating during practice and / or misconduct can be reported to the Committee, Nomination & Remuneration Committee and Chairman of Stakeholders
the financial year 2019-20. management for appropriate action. No such case has Relationship Committee and CSR Committee), Phillips Carbon Black Limited, Saregama India
been reported during the year and accordingly, the Limited (Chairman of Stakeholders Relationship Committee), Firstsource Solutions Limited,
CESC Ventures Limited (member of Audit and Nomination & Remuneration Committee and
Chairman of Stakeholders Relationship Committee Committee) Spencer International Hotels
Limited, Spencer and Company Limited and Haldia Energy Limited.
Shareholding 80876 Equity shares of H5/- each

Communication to Shareholders published in Business Standard, Business Line, Mint, (Annexure ‘B’ to Board’s Report)
Financial Express and Aajkal and also posted on its website.
The Company puts forth key information about the
Hence, they are not separately sent to the Shareholders.
Corporate Governance
Company and its performance, including quarterly results,
However, the Company furnishes the quarterly results on
official news releases and presentations to Analysts, on its
receipt of a request from any Shareholder.
website www.spencersretail.com regularly for the benefit
of its shareholders and the public at large.
During the year, the Company’s quarterly results have
Commodity price risk or foreign
exchange risk and hedging activities:
Compliance Certificate
been published in English and Bengali newspapers i.e.
The Company does not deal in commodity market and
Economic Times / Business Standards / Financial Express
does not have any foreign currency exposure.
and Aajkaal respectively and the annual results have been
To the members of
Spencer’s Retail Limited
General body meetings
The date, time and venue of the last annual general meeting is given below. 1. We have examined the compliance of conditions of 3. In our opinion and to the best of our information and
corporate governance by Spencer’s Retail Limited according to the explanations given to us, including by
Financial year Date Time Venue Special Resolutions way of electronic mode, we certify that the Company
for the year ended March 31, 2020 as stipulated in
Passed has complied with the conditions of Corporate
Regulation 17 to 27 and 34(3) read with Schedule –
2017-18 29 October, 11-30 A.M CESC House, Chowringhee Square, Kolkata Two V of the SEBI (Listing Obligations and Disclosure Governance as stipulated in the above mentioned
2018 - 700001 Requirement(s) Regulations, 2015, as amended. Listing Regulations to the extent applicable to it .
2018-19 19 July, 2019 10-30 A.M Rangmanch, Raajkutir Swabhumi, Five
2. The compliance of conditions of corporate 4. We further state that such compliance is neither an
89C, Moulana Abul Kalam Azad Sarani,
governance is the responsibility of the Company’s assurance as to the future viability of the Company
Kolkata, West Bengal-700054
management. Our examination was carried out in nor the efficiency or effectiveness with which
accordance with the Guidance Note on Corporate the management has conducted the affairs of the
Governance Certificate issued by the Institute of Company.
No special resolution passed at the above Annual General Confirmation Company Secretaries of India and was Limited to
Meeting was required to be put through postal ballot. No 5. This Certificate is being issued under the conditions
The Company has obtained a Certificate from the procedures and implementation thereof, adopted
resolution is proposed to be passed at the forthcoming of lockdown due to COVID-19 with limited resources
Secretarial Auditor regarding compliance of conditions by the company for ensuring the compliance of the
Annual General Meeting through postal ballot. available to us.
of corporate governance, as mandated in Regulation 27 conditions of Corporate Governance. It is neither an
of the Listing Regulations. The certificate is annexed to audit nor an expression of opinion on the financial
Compliance this report. Statements of the Company.
Mandatory Requirements The Company has complied with the requirements

The Company is fully compliant with the applicable prescribed under Regulations 17 to 27 and clauses (b) to (i)
mandatory requirements of Listing Regulations. of sub-regulation (2) of Reg. 46 of the Listing Regulations,
2015. S. M. Gupta
Non-mandatory /discretionary requirements Partner
To the best of its knowledge, the Company has complied
The details of compliance of the non-mandatory/ with all requirements of the Regulatory Authorities. No
discretionary requirements are listed below: penalties/strictures were imposed on the Company by
stock exchanges or SEBI or any Statutory Authority on S. M. Gupta & Co.
a) Shareholder Rights Company Secretaries
any matter related to capital markets from the date of
Details of the shareholders’ rights in this regard are Firm Registration No.: P1993WB046600
listing.
given in the section ‘Communication to Shareholders’. Kolkata Membership no. : FCS- 896, CP No : 2053
b) Audit Qualifications June 29, 2020 Peer Review No: 718/2020
On behalf of the Board of Directors
During the current financial year, there are no UDIN: F000896B000397908
audit qualifications in the financial statements of
the Company. The Company continues to adopt Dr. Sanjiv Goenka
appropriate best practices in order to ensure Kolkata Chairman
unqualified financial statements. June 29, 2020 (DIN 00074796)

(Annexure ‘C’ to Board’s Report) Table 2 provides the closing price of the Company’s equity shares on NSE and BSE with leading market and sector
indices at the last trading day for each month during the financial year 2019-20:
Additional Shareholder
Table 2 : Performance in Comparison to NSE, BSE Sensex, and BSE 500 for the F.Y.2019-20:-
As on close of last trading SRL’s Closing Spencer’s Closing NSE Nifty BSE Sensex BSE 500
day for each month Price on NSE (Rs.) Price on BSE (Rs.) Index
Information April, 2019

May, 2019
145.30
113.80
145.25
113.35
11,748.15
11,922.80
39,031.55
39,714.20
15,293.75
15,517.90
June, 2019 105.35 104.95 11,788.85 39,394.64 15,291.70
July, 2019 68.50 68.05 11,118.00 37,481.12 14,324.12
August, 2019 75.40 75.25 11,023.25 37,332.79 14,234.07
September, 2019 73.55 73.20 11,474.45 38,667.33 14,810.02
Annual General Meeting Stock Codes October, 2019 72.00 71.80 11,877.45 40,129.05 15,387.13
Date : 3rd August, 2020 Stock Exchange Address Stock Code November, 2019 63.70 63.80 12,056.05 40,793.81 15,567.67
Time : 12:30 p.m. National Stock Bandra Kurla SPENCERS December, 2019 56.60 56.70 12,168.45 41,253.74 15,667.44
Exchange of Complex, Bandra (E), January, 2020 86.35 86.35 11,962.10 40,723.49 15,649.81
Venue : The Company is conducting meeting through
India Limited Mumbai – 400 051 February, 2020 91.15 91.25 11,201.75 38,297.29 14,627.62
Video Conferencing (VC) /Other Audio Visual Means
BSE Limited Phiroze Jeejeebhoy 542337 March, 2020 74.25 74.20 8,597.75 29,468.49 11,098.23
(OAVM) pursuant to the General Circular No. 14/2020
Tower, Dalal Street,
dated April 08, 2020, Circular No.17/2020 dated April 13,
Mumbai – 400 001
2020, Circular No. 20/2020 dated May 5, 2020 issued by Chart A: Spencer’s Shares Performance versus NSE Nifty:
the Ministry of Corporate Affairs (“MCA Circulars”) and The Calcutta 7, Lyons Range, 30028
Circular No. SEBI/HO/ CFD/ CMD1/ CIR/P/ 2020/79 dated Stock Exchange Kolkata – 700 001
150 15000
12th May 2020 issued by the Securities and Exchange Limited
ISIN No. - INE020801028 120
Board of India (“SEBI Circular”) 12000
All listing and custodial fees to the stock exchanges and 90
Financial calendar : 1 April to 31 March 9000
depositories have been duly paid. 60
For the year ended 31 March, 2020, results were
announced on : 30 6000
Stock Data and Performance April, 2019 March, 2020
First quarter - 14 August, 2019
Table 1 below gives the monthly high and low prices of Company’s closing price on NSE (Rs.) NSE NIFTY
Second quarter - 14 November, 2019 the Company’s equity shares at the BSE and NSE for the
Note: Share price of Spencer’s and NSE Nifty
Third quarter - 11 February, 2020 year 2019-20.
Fourth quarter and annual - 29 June, 2020 Table 1 : High and Low Prices at the BSE and NSE (Rs.)
for the F.Y.2019-20:- Chart B: Spencer’s Shares Performance versus BSE Sensex:
For the year ended 31 March 2021, results will be
announced by: 150 50000
Month Bombay Stock National Stock
First quarter - Within 14 August, 2020 Exchange (BSE) Exchange (NSE) 120
40000
Second quarter - Within 14 November, 2020 High Low High Low 90
Third quarter - Within 14 February, 2021 April, 2019 168.70 136.40 168.75 137.30 30000
60
May, 2019 145.00 112.15 145.35 111.75
Fourth quarter and annual - Within 30 May, 2021
June, 2019 115.15 92.25 115.00 92.30 30 20000
The above details are subject to any statutory extension April, 2019 March, 2020
July, 2019 109.20 67.50 109.10 67.70
allowed in due course. Company’s closing price on BSE (Rs.) BSE Sensex
August, 2019 79.70 58.40 79.80 57.05
September, 2019 93.00 72.00 93.50 72.80 Note: Share price of Spencer retail and BSE Nifty
Dividend
October, 2019 79.00 63.00 78.50 63.10
During the year ended 31 March, 2020, the Company has
November, 2019 75.60 62.25 75.70 62.10
not declared any dividend to its shareholders. Chart C: Spencer’s Shares Performance versus BSE 500:
December, 2019 71.00 53.80 70.70 53.75
150 20000
Listing January, 2020 103.40 56.25 103.40 56.35
February, 2020 112.00 76.15 111.25 76.00 120
Equity shares of Spencer’s Retail Limited are listed on the
National Stock Exchange of India Limited, Mumbai (NSE), March, 2020 95.90 52.50 96.90 54.00
90 15000
the BSE Limited, Mumbai (BSE) and The Calcutta Stock Note : There was no trading in the shares of the Company
Exchange Limited, Kolkata (CSE). at CSE during the year. 60
30 10000
April, 2019 March, 2020
Company’s closing price on BSE (Rs.) BSE 500 Index

Share transfer arrangement, investor has not issued any GDRs /ADRs /Warrants and there are Table 5: Pattern of Shareholding by Share Class as on 31 March, 2020
grievances & contact information no convertible instruments outstanding as on 31 March
Shareholding Class Number of % of Total Number of Shares Shareholding %
2020. However this is to note that the Company is in the
The Company processes share transfers through its Shareholders Shareholders held
process of coming up with a Rights Issue of equity shares
registrar and share transfer agent, whose details are given 1 to 500 60276 91.29 4640992 5.84
for an amount aggregating upto H80 Crs. on a rights basis
below : 501 to 1000 2783 4.21 2199898 2.77
to existing eligible equity shareholders and in accordance
1001 to 2000 1323 2.00 1984422 2.50
Address : LINK INTIME INDIA PRIVATE LIMITED therewith the company has filed its Draft Letter of Offer
2001 to 3000 517 0.78 1326144 1.67
C 101, 1st Floor, 247 Park, with The Securities and Exchange Board of India (SEBI)
3001 to 4000 217 0.33 776883 0.98
L B S Marg, Vikhroli West, on 12th May, 2020. There is no subsisting court order
in legal proceedings against the Company in any share 4001 to 5000 225 0.34 1066908 1.34
Mumbai – 400083.
transfer matter. Table 3 gives details of the number and 5001 to 10000 348 0.53 2632440 3.30
Tel : +91 22 49186270
Email : mumbai @linkintime.co.in nature of complaints for the year 2019-20: 10001 and above 341 0.52 64906539 81.60
Website : www.linkintime.co.in TOTAL 66030 100.00 79534226 100.00
Table 3 : Complaints from Shareholders during 2019-
Investors correspondence and /or grievances, if any may 20 Store Locations Unclaimed Shares
be sent to the Company’s registrar and share transfer
Particulars Complaints The Company was operating 160 stores till 31.03.2020. In terms of the Listing Regulations, 2015, the Company
agent at the above address or at the Company’s registered
Non Non- Non Others Total The location of these stores can be checked at the website opened separate Unclaim Suspense Account wherein
address given below :
receipts of Receipt Receipt of the Company www.spencersretail.com 78,066 equity shares credited. These shares may
Secretarial Department certificates of of Annual be claimed back by the concerned shareholders on
Dividend Reports Transfer of Unclaimed Dividend and Shares to Investor
Registered Address : Spencer’s Retail Limited compliance of necessary formalities. It may also be noted
/ Non Education and Protection Fund (IEPF)
Duncan House Receipt
that all the corporate benefits accruing to these shares
31, Netaji Subhas Road of Demat The Company was incorporated on 8 February, 2017 and shall also be credited to the said “Unclaimed Suspense
Kolkata – 700 001 Credit since the Company has not yet completed 7 years of its Account” and the voting rights of these shares shall
Tel No. : 033-2487-1091/6625-7600 Received 1 - 5 22 28 incorporation, all the IEPF provisions are not applicable remain frozen until the rightful owner claims the shares.
E-mail : spencers.secretarial@rpsg.in during the to the Company.
year
Mr. Rama Kant, the Company Secretary, is the Compliance Resolved 1 - 5 22 28 The status of equity shares lying in the Company’s Unclaimed Suspense Account is given below:
Officer entrusted with overseeing the redressal of during the
shareholder grievances. In compliance with the SEBI year Sl No Particulars No of No. of equity
circular dated 27th December 2002, which mandated Pending NIL NIL NIL NIL NIL shareholders shares held
that share registry to be maintained in both physical as on 31 1 Aggregate number of shareholders and the outstanding shares transferred in the 132 78066
and electronic modes at a single point, Spencer’s has March, suspense account during the year
2020 2. No of shareholders who approached the Company for transfer of shares from the - -
established direct connections with the two depositories
suspense account
- National Securities Depository Limited (NSDL) and
the Central Depository Services (India) Limited (CDSL) - Shareholding Pattern 3. No of shareholders to whom shares were transferred from the suspense account - -
through its registrar and share transfer agent. Tables 4 and 5 mentioned hereunder, report the pattern 4. Aggregate number of shareholders and the outstanding shares lying in the 132 78066
of shareholding by ownership and shareholding class suspense account at the end of the year
Shares received in physical form are processed and the
respectively.
share certificates are returned within 10 to 15 days from the Cerificate from practicing company secretary on non-disqualification of directors
date of receipt, subject to the documents being complete Table 4: Pattern of Shareholding by Ownership as on A certificate from practicing company secretary that, none of the directors on the Board of the Company have been
and valid in all respects. The Company’s equity shares fall 31 March, 2020 debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of
under compulsory dematerialised trading. Shares held in Corporate Affairs or any such statutory authority is annexed as “ANNEXURE 1”.
Sl. Category As on 31st March, 2020
the dematerialised form are electronically traded in the
No. Total Percentage
depository. The registrar and share transfer agent of the For and on behalf of the Board of Directors
Shares
Company periodically receives data regarding beneficiary
1 Promoters / Promoter's Group 43508904 54.70 Dr. Sanjiv Goenka
holdings, so as to update their records and send corporate
2 Institutional investors Kolkata Chairman
communications, among others. Equity shares of the
company are available for dematerialisation. Address of a Mutual Funds 577198 0.73 June 29, 2020 (DIN : 00074796)
both the depositories are given below: b Banks, Financial Institutions 2313408 2.91
and Insurance Companies
National Securities Central Depository c FIIs 3791830 4.77
Depository Limited Services (India) Limited 3 Others
Trade World, A wing, 4th Marathon Futurex, Declaration
a Bodies Corporate 7099202 8.93
Floor, Kamala Mills A-Wing, 25th floor, NM b Indian Public 20226694 25.43 As required under the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Compound, Lower Parel, Joshi Marg, Lower Parel, c NRI's 1323969 1.66 it is confirmed that all Directors and Senior Management Officers have affirmed compliance of the Code of Business
Mumbai - 400013 Mumbai 400013
d Others 693021 0.87 Conduct and Ethics during the year 2019-20.
As on 31 March, 2020, dematerialised shares accounted Total 79534226 100.00
Devendra Chawla
for 98.83% of the Company’s total equity. The Company
Kolkata Managing Director
June 29, 2020 (DIN : 03586196)

(Annexure 1) (Annexure ‘D’ to Board’s Report)
Form No. MGT-9

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.
EXTRACT OF ANNUAL RETURN
as of the financial year ended on March 31, 2020
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
To, (Management and Administration) Rules, 2014]
The Members
SPENCER'S RETAIL LIMITED
(Formerly known as “RP-SG RETAIL LIMITED”)
Duncan House,
31, Netaji Subhas Road, I. REGISTRATION AND OTHER DETAILS:
Kolkata, WB 700001
i) CIN L74999WB2017PLC219355
ii) Registration Date 8th February 2017
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of
iii) Name of the Company Spencer's Retail Limited
SPENCER'S RETAIL LIMITED having CIN: L74999WB2017PLC219355 and having registered office Duncan House, 31,
iv) Category / Sub-Category of the Company Public Limited Company by Shares
Netaji Subhas Road, Kolkata, WB 700001 (hereinafter referred to as ‘the Company’), produced before us by the Company
v) Address of the Registered office Duncan House, 31, Netaji Subhas Road, Kolkata - 700001
for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause
vi) Contact details of the Company Tel: +91 33 2487 1901 /6625 7600
10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
E-mail:spencers.secretarial@rpsg.in
amended.
In our opinion and to the best of our information and according to the verifications (including Directors Identification vii) Whether listed company Yes
Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the viii) Name, Address and Contact details of Link Intime India Private Limited,
Company and its officers (including remote audit), we hereby certify that none of the Directors on the Board of the Registrar and Transfer Agent C 101, Ist Floor, 247 Park, L B S Marg,
Company as stated below for the Financial Year ending on 31st March, 2020 have been debarred or disqualified from Vikhroli West,
being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Mumbai-400083
Corporate Affairs or any such other Statutory Authority. Tel: +91 22 49186000
Sr. Name of Director DIN Date of appointment in

No. the Company
1 UTSAV PAREKH 00027642 14/11/2018
2 SANJIV GOENKA 00074796 14/11/2018 II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
3 DEBANJAN MANDAL 00469622 11/02/2019 All the business activities contributing 10% or more of the total turnover of the company are given below: -
4 PRATIP CHAUDHURI 00915201 14/11/2018
5 SHASHWAT GOENKA 03486121 14/11/2018 Sl. Name and Description of main products/ NIC Code of the product/ % to total turnover of the
6 DEVENDRA CHAWLA 03586196 11/02/2019 No. services service company
7 RAHUL NAYAK 06491536 14/11/2018 1 Retail Business 47 100%
8 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 III.PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with
Sl. Name and Address of the CIN / GLN Holding / % of shares Applicable
which the management has conducted the affairs of the Company.
No. Company Subsidiary / held Section
This Certificate is being issued under the conditions of lockdown due to COVID-19 with limited resources available to Associate
us. 1 Omnipresent Retail India U51909DL2011PTC218350 Wholly Owned 100% 2(87)
Private Limited Subsidiary
A-27/A, 1st Floor, Hauz Khas,
S. M. Gupta New Delhi-110 016
Partner 2 Natures Basket Limited U15310MH2008PLC182816 Wholly Owned 100% 2(87)
2nd Floor, Spencer Building, 30 Subsidiary*
Forjett Street, Mumbai 400 036
S. M. Gupta & Co.
Company Secretaries * w.e.f. 4 July 2019
Firm Registration No.: P1993WB046600
Membership no. : FCS- 896, CP No : 2053
Kolkata Peer Review No: 718/2020
June 29, 2020 UDIN: F000896B000338741

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) Sl. Category of Shareholders No. of Shares held at the No. of Shares held at the % Change
No. beginning of the year end of the year during the
i. Category-wise Share holding Demat Physical Total % of Demat Physical Total % of year
Total Total
Sl. Category of Shareholders No. of Shares held at the No. of Shares held at the % Change
Shares Shares
No. beginning of the year end of the year during the
year (e) Any Other (Specify)
Demat Physical Total % of Demat Physical Total % of
Total Total (i) IEPF 99,992 - 99,992 0.13 99,992 - 99,992 0.13 -
Shares Shares (ii) Trusts 56,127 - 56,127 0.07 43,627 - 43,627 0.05 (0.02)
(A) Shareholding of Promoter (iii) Foreign Nationals 10,127 16,485 26,612 0.03 10,127 16,485 26,612 0.03 -
and Promoter Group (iv) Hindu Undivided Family 9,07,232 - 9,07,232 1.14 16,98,893 - 16,98,893 2.14 1.00
[1] Indian (v) Foreign Companies - 58,220 58,220 0.07 - 58,220 58,220 0.07 -
(a) Individuals / Hindu 1,70,530 - 1,70,530 0.21 1,70,530 - 1,70,530 0.21 - (vi) Non Resident Indians (Non 1,39,362 - 1,39,362 0.18 2,56,232 - 2,56,232 0.32 0.14
Undivided Family Repat)
(b) Central Government / State - - - - - - - - - (vii) Non Resident Indians 5,02,514 2,62,894 7,65,408 0.96 7,23,808 2,59,097 9,82,905 1.24 0.28
Government(s) (Repat)
(c) Bodies Corporate 4,22,87,790 - 4,22,87,790 53.17 4,33,38,374 - 4,33,38,374 54.49 1.32 (viii) Unclaimed Shares 78,066 - 78,066 0.10 78,066 - 78,066 0.10 -
(d) Financial Institutions / - - - - - - - - - (ix) Clearing Member 5,21,026 - 5,21,026 0.66 6,71,214 - 6,71,214 0.84 0.18
Banks
(x) Bodies Corporate 59,40,626 1,18,888 60,59,514 7.62 64,07,263 20,725 64,27,988 8.09 0.47
(e) Any Other (Specify)
Sub Total (B)(2) 1,92,12,267 9,06,610 2,01,18,877 25.30 2,81,17,138 7,57,592 2,88,74,730 36.30 11.00
Sub Total (A)(1) 4,24,58,320 - 4,24,58,320 53.38 4,35,08,904 - 4,35,08,904 54.70 1.32
Total Public 3,61,45,539 9,30,367 3,70,75,906 46.62 3,52,43,973 7,81,349 3,60,25,322 45.30 (1.32)
[2] Foreign Shareholding(B)=(B)(1)+(B)
(a) Individuals (Non-Resident - - - - - - - - - (2)
Individuals / Foreign Total (A)+(B) 7,86,03,859 9,30,367 7,95,34,226 100.00 7,87,52,877 7,81,349 7,95,34,226 100.00 (0.00)
Individuals)
(C) Non Promoter - Non
(b) Central Government / State - - - - - - - - - Public
Government(s)
[1] Custodian/DR Holder - - - - - - - - -
(c) Bodies Corporate - - - - - - - - -
(C1) Shares Underlying DRs - - - - - - - - -
(d) Financial Institutions / - - - - - - - - -
(C2) Shares Held By - - - - - - - - -
Banks
Employee Trust
(e) Any Other (Specify)
[2] Employee Benefit Trust - - - - - - - - -
Sub Total (A)(2) - - - - - - - - - (under SEBI (Share
Total Shareholding of 4,24,58,320 - 4,24,58,320 53.38 4,35,08,904 - 4,35,08,904 54.70 1.32 based Employee Benefit)
Promoter and Promoter Regulations, 2014)
Group(A)=(A)(1)+(A)(2) Total (A)+(B)+(C) 7,86,03,859 9,30,367 7,95,34,226 100.00 7,87,52,877 7,81,349 7,95,34,226 100.00 -
(B) Public Shareholding
[1] Institutions
(a) Mutual Funds / UTI 71,14,905 1,641 71,16,546 8.95 5,75,557 1,641 5,77,198 0.73 (8.22) ii. Shareholding of Promoter and Promoter Group
(b) Venture Capital Funds - - - - - - - - - Sl. Shareholder’s Name Shareholding at the Shareholding at the % change in
(c) Alternate Investment Funds 5,41,308 - 5,41,308 0.68 4,61,855 - 4,61,855 0.58 (0.10) No. beginning of the year end of the year share holding
(d) Foreign Venture Capital - - - - - - - - - No. of Shares % of total % of Shares No. of Shares % of total % of Shares during the
Investors Shares of the Pledged / Shares of the Pledged / year
(e) Foreign Portfolio Investor 66,27,042 3,720 66,30,762 8.34 37,88,110 3,720 37,91,830 4.77 (3.57) company encumbered company encumbered
(f) Financial Institutions / 66,401 4,685 71,086 0.09 4,23,655 4,685 4,28,340 0.54 0.45 to total shares to total shares
Banks 1 RAINBOW 3,80,32,979 47.82 - 3,80,32,979 47.82 - -
(g) Insurance Companies 25,78,038 3,390 25,81,428 3.24 18,72,094 3,390 18,75,484 2.36 (0.88) INVESTMENTS LIMITED
(h) Provident Funds/ Pension - - - - - - - - - 2 STEL HOLDINGS 14,96,082 1.88 - 14,96,082 1.88 - -
Funds LIMITED
(i) Foreign Bank 568 9,030 9,598 0.01 554 9,030 9,584 0.01 - 3 PHILLIPS CARBON 10,11,718 1.27 - 10,11,718 1.27 - -
BLACK LIMITED
(j) Central Government / State 5,010 1,291 6,301 0.01 5,010 1,291 6,301 0.01 -
Government(s) 4 SAREGAMA INDIA 7,55,992 0.95 - 7,55,992 0.95 - -
LIMITED
(k) Any Other (Specify)
Sub Total (B)(1) 1,69,33,272 23,757 1,69,57,029 21.32 71,26,835 23,757 71,50,592 9.00 (12.32) 5 INTEGRATED COAL 6,45,218 0.81 - 6,45,218 0.81 - -
MINING LIMITED
[2] Non-Institutions
6 KOLKATA METRO 1,71,000 0.22 - 1,71,000 0.22 - -
(a) Individuals
NETWORKS LIMITED
(i) Individual shareholders 65,11,708 4,50,123 69,61,831 8.75 1,26,03,834 4,03,065 1,30,06,899 16.35 7.60
7 CASTOR INVESTMENTS 1,50,000 0.19 - 12,00,584 1.51 - 1.32
holding nominal share
LIMITED
capital upto H1 lakh.
8 SANJIV GOENKA 80,876 0.10 - 80,876 0.10 - -
(ii) Individual shareholders 27,28,381 - 27,28,381 3.43 55,20,902 - 55,20,902 6.94 3.51
holding nominal share 9 SHASHWAT GOENKA 66,844 0.08 - 66,844 0.08 - -
capital in excess of Rs. 1 lakh 10 DOTEX MERCHANDISE 24,801 0.03 - 24,801 0.03 - -
(b) NBFCs registered with RBI 17,17,106 - 17,17,106 2.16 3,180 - 3,180 0.00 (2.16) PRIVATE LIMITED
(d) Overseas Depositories - - - - - - - - - 11 PREETI GOENKA 15,133 0.02 - 15,133 0.02 - -
(holding DRs) (balancing 12 SANJIV GOENKA HUF 7,377 0.01 - 7,377 0.01 - -
figure)
13 AVARNA JAIN 300 0.00 - 300 0.00 - -
Total 4,24,58,320 53.38 - 4,35,08,904 54.70 - 1.32

iii. Change in Promoter and Promoter Group Shareholding iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs
Sl. Name & Type Shareholding at the Transactions during the Cumulative Shareholding at and ADRs)
No. of Transaction beginning of the year year the end of the year Sl. Name & Type Shareholding at the Transactions during the Cumulative Shareholding
No. of % of Total Date of No. of No. of % of Total No. of Transaction beginning of the year year during the year
Shares Held Shares of the Transaction Shares Shares Held Shares of the No. of % of Total Date of No. of No. of % of Total
Company Company Shares Held Shares of the Transaction Shares Shares Held Shares of the
1 RAINBOW INVESTMENTS 3,80,32,979 47.82 3,80,32,979 47.82 Company Company
LIMITED 1 INDIA INSIGHT VALUE FUND 6,00,000.00 0.75 6,00,000.00 0.75
AT THE END OF THE YEAR 3,80,32,979 47.82 Transfer 05 Apr 2019 33,000.00 6,33,000.00 0.80
2 STEL HOLDINGS LIMITED 14,96,082 1.88 14,96,082 1.88 Transfer 26 Apr 2019 57,000.00 6,90,000.00 0.87
AT THE END OF THE YEAR 14,96,082 1.88 Transfer 24 May 2019 45,000.00 7,35,000.00 0.92
3 CASTOR INVESTMENTS 1,50,000 0.19 1,50,000 0.19 Transfer 31 May 2019 36,000.00 7,71,000.00 0.97
LIMITED
Transfer 07 Jun 2019 69,000.00 8,40,000.00 1.06
Transfer 21 Jun 2019 1,12,281 2,62,281 0.33
Transfer 14 Jun 2019 61,500.00 9,01,500.00 1.13
Transfer 29 Jun 2019 5,03,320 7,65,601 0.96
Transfer 21 Jun 2019 1,93,500.00 10,95,000.00 1.38
Transfer 23 Aug 2019 2,87,013 10,52,614 1.32
Transfer 29 Jun 2019 70,800.00 11,65,800.00 1.47
Transfer 30 Aug 2019 1,47,970 12,00,584 1.51
Transfer 05 Jul 2019 34,200.00 12,00,000.00 1.51
AT THE END OF THE YEAR 12,00,584 1.51
Transfer 12 Jul 2019 51,027.00 12,51,027.00 1.57
4 PHILLIPS CARBON BLACK 10,11,718 1.27 10,11,718 1.27
Transfer 19 Jul 2019 38,973.00 12,90,000.00 1.62
LIMITED
Transfer 26 Jul 2019 81,000.00 13,71,000.00 1.72
Transfer 02 Aug 2019 1,29,000.00 15,00,000.00 1.89
5 SAREGAMA INDIA LIMITED 7,55,992 0.95 7,55,992 0.95
Transfer 09 Aug 2019 30,000.00 15,30,000.00 1.92
Transfer 16 Aug 2019 60,000.00 15,90,000.00 2.00
6 INTEGRATED COAL MINING 6,45,218 0.81 6,45,218 0.81
LIMITED Transfer 23 Aug 2019 40,000.00 16,30,000.00 2.05
AT THE END OF THE YEAR 6,45,218 0.81 Transfer 30 Aug 2019 22,227.00 16,52,227.00 2.08
7 KOLKATA METRO NETWORKS 1,71,000 0.22 1,71,000 0.22 Transfer 06 Sep 2019 69,773.00 17,22,000.00 2.17
LIMITED Transfer 13 Sep 2019 42,000.00 17,64,000.00 2.22
AT THE END OF THE YEAR 1,71,000 0.22 Transfer 20 Sep 2019 19,138.00 17,83,138.00 2.24
8 SANJIV GOENKA 80,876 0.10 80,876 0.10 Transfer 27 Sep 2019 16,862.00 18,00,000.00 2.26
AT THE END OF THE YEAR 80,876 0.10 Transfer 18 Oct 2019 24,137.00 18,24,137.00 2.29
9 SHASHWAT GOENKA 66,844 0.08 66,844 0.08 Transfer 25 Oct 2019 35,863.00 18,60,000.00 2.34
AT THE END OF THE YEAR 66,844 0.08 Transfer 06 Dec 2019 86,012.00 19,46,012.00 2.45
10 DOTEX MERCHANDISE 24,801 0.03 24,801 0.03 Transfer 13 Dec 2019 55,228.00 20,01,240.00 2.52
PRIVATE LIMITED
Transfer 20 Dec 2019 1,13,760.00 21,15,000.00 2.66
AT THE END OF THE YEAR 24,801 0.03
Transfer 27 Dec 2019 2,25,000.00 23,40,000.00 2.94
11 PREETI GOENKA 15,133 0.02 15,133 0.02
Transfer 17 Jan 2020 96,000.00 24,36,000.00 3.06
Transfer 24 Jan 2020 48,000.00 24,84,000.00 3.12
12 SANJIV GOENKA HUF 7,377 0.01 7,377 0.01
AT THE END OF THE YEAR 24,84,000.00 3.12
2 BNK CAPITAL MARKETS 17,41,508.00 2.19 17,41,508.00 2.19
13 AVARNA JAIN 300 0.00 300 0.00 LIMITED
AT THE END OF THE YEAR 300 0.00 AT THE END OF THE YEAR 17,41,508.00 2.19
Note: 3 RADHAKISHAN S DAMANI - - - -

Transfer 25 Oct 2019 5,00,000.00 5,00,000.00 0.63
1. Paid up equity shares of the Company (Face Value Rs. 5.00) at the end of the year is 7,95,34,226 Shares.
Transfer 01 Nov 2019 6,61,324.00 11,61,324.00 1.46
2. The details of holding has been clubbed based on PAN.
Transfer 08 Nov 2019 1,00,000.00 12,61,324.00 1.59
3. % of total Shares of the Company is based on the paid up Capital of the Company at the end of the Year. Transfer 15 Nov 2019 3,345.00 12,64,669.00 1.59
Transfer 22 Nov 2019 3,96,655.00 16,61,324.00 2.09
4 LIFE INSURANCE 13,26,769.00 1.67 13,26,769.00 1.67
CORPORATION OF INDIA
5 MFS INTERNATIONAL NEW 7,23,473.00 0.91 7,23,473.00 0.91
DISCOVERY FUND

Sl. Name & Type Shareholding at the Transactions during the Cumulative Shareholding Sl. Name & Type Shareholding at the Transactions during the Cumulative Shareholding
No. of Transaction beginning of the year year during the year No. of Transaction beginning of the year year during the year
No. of % of Total Date of No. of No. of % of Total No. of % of Total Date of No. of No. of % of Total
Shares Held Shares of the Transaction Shares Shares Held Shares of the Shares Held Shares of the Transaction Shares Shares Held Shares of the
Company Company Company Company
6 SARAVANA STOCKS PVT. - - - - Transfer 01 Nov 2019 (3,503.00) 5,12,469.00 0.64
LIMITED Transfer 08 Nov 2019 1,649.00 5,14,118.00 0.65
Transfer 14 Jun 2019 89.00 89.00 0.00 Transfer 15 Nov 2019 94.00 5,14,212.00 0.65
Transfer 29 Jun 2019 6,290.00 6,379.00 0.01 Transfer 22 Nov 2019 (25,646.00) 4,88,566.00 0.61
Transfer 07 Feb 2020 43,621.00 50,000.00 0.06 Transfer 29 Nov 2019 987.00 4,89,553.00 0.62
Transfer 14 Feb 2020 50,000.00 1,00,000.00 0.13 Transfer 06 Dec 2019 6,574.00 4,96,127.00 0.62
Transfer 06 Mar 2020 3,30,000.00 5,00,000.00 0.63 Transfer 27 Dec 2019 (3,66,072.00) 1,95,381.00 0.25
AT THE END OF THE YEAR 5,00,000.00 0.63 Transfer 31 Dec 2019 (8,954.00) 1,86,427.00 0.23
7 MAURYAN FIRST 2,35,027.00 0.30 2,35,027.00 0.30 Transfer 03 Jan 2020 29,883.00 2,16,310.00 0.27
Transfer 31 May 2019 45,000.00 2,80,027.00 0.35 Transfer 10 Jan 2020 4,020.00 2,20,330.00 0.28
Transfer 07 Jun 2019 34,616.00 3,14,643.00 0.40 Transfer 17 Jan 2020 (94,436.00) 1,25,894.00 0.16
Transfer 14 Jun 2019 85,678.00 4,00,321.00 0.50 Transfer 24 Jan 2020 72,142.00 1,98,036.00 0.25
Transfer 21 Jun 2019 38,000.00 4,38,321.00 0.55 Transfer 31 Jan 2020 21,633.00 2,19,669.00 0.28
Transfer 29 Jun 2019 642.00 4,38,963.00 0.55 Transfer 07 Feb 2020 26,036.00 2,45,705.00 0.31
Transfer 05 Jul 2019 2,000.00 4,40,963.00 0.55 Transfer 14 Feb 2020 (16,817.00) 2,28,888.00 0.29
Transfer 12 Jul 2019 2,000.00 4,42,963.00 0.56 Transfer 21 Feb 2020 (8,525.00) 2,20,363.00 0.28
Transfer 16 Aug 2019 7,677.00 4,50,640.00 0.57 Transfer 28 Feb 2020 (44,917.00) 1,75,446.00 0.22
Transfer 23 Aug 2019 92,018.00 5,42,658.00 0.68 Transfer 06 Mar 2020 (7,154.00) 1,68,292.00 0.21
Transfer 30 Aug 2019 81,992.00 6,24,650.00 0.79 Transfer 13 Mar 2020 (10,814.00) 1,57,478.00 0.20
Transfer 14 Feb 2020 (38,795.00) 5,85,855.00 0.74 Transfer 20 Mar 2020 2,65,732.00 4,23,210.00 0.53
Transfer 21 Feb 2020 (84,908.00) 5,00,947.00 0.63 Transfer 27 Mar 2020 1,406.00 4,24,616.00 0.53
Transfer 28 Feb 2020 (39,092.00) 4,61,855.00 0.58 Transfer 31 Mar 2020 (1,377.00) 4,23,239.00 0.53
AT THE END OF THE YEAR 4,61,855.00 0.58 AT THE END OF THE YEAR 4,23,239.00 0.53
8 ICICI BANK LIMITED - - - - 9 UPENDRA DOSHI 7,00,000.00 0.88 7,00,000.00 0.88
Transfer 31 May 2019 5,191.00 5,191.00 0.01 Transfer 31 Jan 2020 (2,10,000.00) 4,90,000.00 0.62
Transfer 07 Jun 2019 38,996.00 44,187.00 0.06 Transfer 07 Feb 2020 (73,391.00) 4,16,609.00 0.52
Transfer 14 Jun 2019 4,230.00 48,417.00 0.06 Transfer 14 Feb 2020 (16,609.00) 4,00,000.00 0.50
Transfer 21 Jun 2019 4,571.00 52,988.00 0.07 AT THE END OF THE YEAR 4,00,000.00 0.50
Transfer 29 Jun 2019 8,831.00 61,819.00 0.08 10 BALKRISHNA KESHARLAL 3,05,983.00 0.38 3,05,983.00 0.38
Transfer 05 Jul 2019 24,522.00 86,341.00 0.11 KABARE HUF
Transfer 12 Jul 2019 (4,828.00) 81,513.00 0.10 Transfer 05 Apr 2019 (2,46,265.00) 59,718.00 0.08
Transfer 19 Jul 2019 2,00,616.00 2,82,129.00 0.35 Transfer 19 Apr 2019 2,31,282.00 2,91,000.00 0.37
Transfer 26 Jul 2019 1,45,008.00 4,27,137.00 0.54 Transfer 29 Jun 2019 53,576.00 3,44,576.00 0.43
Transfer 02 Aug 2019 314.00 4,27,451.00 0.54 Transfer 19 Jul 2019 (3,41,549.00) 3,027.00 0.00
Transfer 09 Aug 2019 (3,39,822.00) 87,629.00 0.11 Transfer 23 Aug 2019 (2,940.00) 87.00 0.00
Transfer 16 Aug 2019 3,93,657.00 4,81,286.00 0.61 Transfer 06 Dec 2019 5,342.00 5,429.00 0.01
Transfer 23 Aug 2019 (1,340.00) 4,79,946.00 0.60 Transfer 27 Dec 2019 3,91,279.00 3,96,708.00 0.50
Transfer 30 Aug 2019 (4,977.00) 4,74,969.00 0.60 Transfer 24 Jan 2020 (60,494.00) 3,36,214.00 0.42
Transfer 06 Sep 2019 35,226.00 5,10,195.00 0.64 Transfer 21 Feb 2020 (24,000.00) 3,12,214.00 0.39
Transfer 13 Sep 2019 (1,091.00) 5,09,104.00 0.64 Transfer 28 Feb 2020 24,000.00 3,36,214.00 0.42
Transfer 20 Sep 2019 1,519.00 5,10,623.00 0.64 Transfer 27 Mar 2020 (100.00) 3,36,114.00 0.42
Transfer 27 Sep 2019 (32.00) 5,10,591.00 0.64 Transfer 31 Mar 2020 100.00 3,36,214.00 0.42
Transfer 30 Sep 2019 (5,856.00) 5,04,735.00 0.63 AT THE END OF THE YEAR 3,36,214.00 0.42
Transfer 04 Oct 2019 5,558.00 5,10,293.00 0.64
Note:
Transfer 11 Oct 2019 1,824.00 5,12,117.00 0.64
1. Paid up equity shares of the Company (Face Value Rs. 5.00) at the end of the year is 7,95,34,226 Shares.
Transfer 18 Oct 2019 (4,189.00) 5,07,928.00 0.64
Transfer 25 Oct 2019 8,044.00 5,15,972.00 0.65 2. The details of holding has been clubbed based on PAN.
3. % of total Shares of the Company is based on the paid up Capital of the Company at the end of the Year.

v) Shareholding of Directors and Key Managerial Personnel B. Remuneration to other directors:

(Rs. In Lakhs)
Sl. Shareholding of each Shareholding at the Transactions during the Cumulative Shareholding
No. Directors and each Key beginning of the year year during the year Sl. Particulars of Remuneration Name of the Director Total
Managerial Personnel No. Utsav Pratip Rekha Debanjan Amount
No. of % of Total Date of No. of No. of % of Total
Shares Held Shares of the Transaction Shares Shares Held Shares of the Parekh Chaudhuri Sethi Mandal
Company Company 1 Independent Directors
A) Name of the Director (a) Fee for attending board and committee 12.00 9.50 4.50 6.00 32.00
meetings
Mr. Sanjiv Goenka 80,876 0.10 - - 80,876 0.10
(b) Commission - - - - -
Mr. Shashwat Goenka 66,844 0.08 66,844 0.08
(c ) Others - - - - -
B) Key managerial personnel - - - - - - Total(1) 12.00 9.50 4.50 6.00 32.00
(KMP’s)
2 Other Non Executive Directors Sanjiv Shashwat
At the end of the year 1,47,720 0.18 1,47,720 0.18 Goenka Goenka
(a) Fee for attending board and committee 8.50 8.50 17.00
meetings
V) INDEBTEDNESS (b) Commission - - -
Indebtedness of the Company including interest outstanding/accrued but not due for payment : (c ) Others - -
(Rs. In Lakhs) Total(2) 8.50 8.50 17.00
Particulars Secured Loans Unsecured Deposits Total Total(B)=(1+2) 20.50 18.00 4.50 6.00 49.00
excluding Loans Indebtedness Total Managerial Remuneration - - - -
Deposits overall Ceiling as per the Act - - - -
Indebtedness at the beginning of the financial year
i) Principal Amount Nil Nil Nil Nil
ii) Interest due but not paid Nil Nil Nil Nil C. Remuneration to Key Managerial Personnel Other than MD/Manager/WTD
iii) Interest accrued but not due Nil Nil Nil Nil (Rs. In Lakhs)
Total (i+ii+iii) Nil Nil Nil Nil Sl. Particulars of Remuneration Key Managerial Personnel Arvind Vats, Total Amount
Change in Indebtedness during the financial year No. Rama Kant, Kumar Tanmay, CFO upto 1 July
Company CFO w.e.f. 14 2019
· Addition 7,000.00 2,856.26* Nil 9,856.26
Secretary August 2019
· Reduction Nil Nil Nil -
1 Gross salary 23.12 101.10 70.81 195.03
Net Change 7,000.00 2,856.26 Nil 9,856.26
(a) Salary as per provisions contained in - - - -
Indebtedness at the end of the financial year
section 17(1) of the Income-tax Act, 1961
i) Principal Amount 7,000.00 2,856.26 Nil 9,856.26
(b) Value of perquisites u/s 17(2) Income-tax - - - -
ii) Interest due but not paid Nil Nil Nil Nil Act, 1961
iii) Interest accrued but not due 1.82 47.50 Nil 49.32 (c) Profits in lieu of salary under section 17(3) - - - -
Total (i+ii+iii) 7,001.82 2,903.76 - 9,905.58 Income-tax Act, 1961
* This is net of repayment during the year. 2 Stock Option - - - -
3 Sweat equity - - -
4 Commission - - -
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
- as % of profit
A. Remuneration to Managing Director, Whole-time Directors and/or Manager: - others.
(Rs. In Lakhs) 5 Others – Contribution to Provident and 1.25 4.26 1.95 7.46
Sl. Particulars of Remuneration MD/WTD/ Manager Total Amount Superannuation Fund
No. CEO & Managing Whole-time Rent a cab 2.10 - 1.76 3.86
Director Director Total 26.47 105.36 74.52 206.35
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of 459.15 145.25 604.40
the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - - VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES
(c) Profits in lieu of salary under section 17(3) Income- - - There were no penalties/punishment/compounding of offences during the year under review.
tax Act, 1961
2 Stock Option - - -
3 Sweat equity - - -
4 Commission - - - For and on behalf of the Board of Directors
- as % of profit
- others.
5 Others – Contribution to Provident and Superannuation 17.05 5.81 22.86 Dr. Sanjiv Goenka
Fund
Kolkata Chairman
Rent a cab 18.01 11.00 29.01
June 29, 2020 (DIN : 00074796)
Total 494.21 162.06 656.27
Ceiling as per the Act -

(Annexure ‘E’ to Board’s Report)

SECTION C: OTHER DETAILS
1. Subsidiary Company/ Companies As on 31st March, 2020, SRL has two subsidiaries namely:
Business Responsibility Report 1. Omnipresent Retail India Private Limited

2. Natures Basket Limited (w.e.f. 4th July 2019)
2. Participation of Subsidiary Company/ NIL
Companies in the Business Responsibility
(BR) initiatives of the Parent Company? If yes,
About this Report then indicate the number of such subsidiary
Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and company(s)
National Guidelines on Responsible Business Conduct (NGRBC) as issued and revised by Ministry of Corporate Affairs 3. Participation and percentage of participation SRL engages with various stakeholders like suppliers, distributors
(MCA), Government of India, the “Business Responsibility Report” (BRR) of the Company for the financial year 2019-20 of other entity/ entities (e.g. suppliers and other entities in the value chain. The Company encourages
forming part of this Annual Report is as follows: and distributors, among others) that the adoption of BR initiatives by its business partners as well.
Company does business with, in the BR Based on discussions with the suppliers and distributors of the
SECTION A: GENERAL INFORMATION ABOUT THE COMPANY initiatives of the Company Company, currently less than 30% of its stakeholders participate in
1. Corporate Identity Number (CIN) of the L74999WB2017PLC219355 the BR initiatives of the Company.
Company
2. Name of the Company Spencer’s Retail Limited (SRL)
Registered Office Address: Duncan House, 31, Netaji Subhas Road, Kolkata- 700 001
SECTION D: BUSINESS RESPONSIBILITY INFORMATION
1. Details of Director/ Directors responsible for Sl. Particulars Details
4. Website www.spencersretail.com
BR 1 DIN 06491536
5. E-mail ID spencers.secretarial@rpsg.in
6. Financial Year reported 2019-20 (a) Details of the Director/ Directors 2 Name Mr. Rahul Nayak
7. Sector(s) that the Company is engaged in Sl. Product Industrial Activity Code (NIC Code) responsible for implementation of the BR 3 Designation Whole time Director
(industrial activity code-wise) 1. Retail 47 policy/ policies 4 Telephone number 033-2487-1901
8. Three key products/services that the Retail (b) Details of the BR head 5 e-mail id spencers.secretarial@rpsg.in
Company manufactures/ provides 2. Principle-wise (as per NVGs) BR Policy/ The National Voluntary Guidelines on Social, Environmental
9. Total number of locations where business policies and Economic Responsibilities of Business released by the
activity is undertaken by the Company. Ministry of Corporate Affairs has adopted nine areas of Business
(a) Number of International locations Nil Responsibility. These are as follows:
(b) Number of National locations SRL has its registered and corporate office in Kolkata. Natures Principle 1: Ethics, Transparency and Accountability
Basket Limited (NBL) has its registered and corporate office in Businesses should conduct and govern themselves with Ethics,
Mumbai. Omnipresent Retail India Private Limited (ORIPL) has its Transparency and Accountability [P1]
registered office in Delhi and corporate office in Kolkata. Principle 2: Sustainability of Products & Services across Life-
It has following stores/distribution centres: cycle
Stores 191 ( Spencers 160 and Natures Basket 31) Businesses should provide goods and services that are safe and
contribute to sustainability throughout their life cycle [P2]
Distribution centres 14 ( Spencers 12 and Natures Basket 2)
Principle 3: Employees’ Well-being
10 Markets served by the Company SRL and its subsidiaries operate across India.
Businesses should promote the wellbeing of all employees [P3]
Local/State/National/International
Principle 4: Stakeholders’ Engagement
Businesses should respect the interests of, and be responsive
towards all stakeholders, especially those who are disadvantaged,
vulnerable and marginalized [P4]
SECTION B: FINANCIAL DETAILS OF THE COMPANY Principle 5: Human Rights
1. Paid up share Capital (INR) 39,76,71,130/- Businesses should respect and promote human rights [P5]
(As on 31.03.2020)
Principle 6: Environment
2. Total Income (in lakhs) 240,283.86 Business should respect, protect, and make efforts to restore the
(FY 2019-20) environment [P6]
3. Total profit after taxes (in lakhs) (5,701.91) Principle 7: Responsible Policy Advocacy
(FY 2019-20) Businesses, when engaged in influencing public and regulatory
4. Total Spending on Corporate Social Nil policy, should do so in a responsible manner [P7]
Responsibility (CSR) as percentage of profit Principle 8: Inclusive Growth and Equitable Development
after tax (%) Businesses should support inclusive growth and equitable
5. List of CSR activities in which expenditure NA development [P8]
has been incurred:- Principle 9: Customer Value
Businesses should engage with and provide value to their
customers and consumers in a responsible manner [P9]

Details of compliance SECTION E: PRINCIPLE-WISE normal course of business by dedicated Customer Care
Sl. Questions P P P P P P P P P PERFORMANCE Department of the Company.
1 2 3 4 5 6 7 8 9
1 Do you have a policy/ policies Y Y Y Y Y Y Y Y Y Principle 1: Ethics, Transparency and Principle 2: Sustainability of Products & Services
2 Has the policy being formulated Y Y Y Y Y Y Y Y Y Accountability across Life-cycle
in consultation with the relevant Businesses should conduct and govern themselves with Businesses should provide goods and services that are
stakeholders? Ethics, Transparency and Accountability safe and contribute to sustainability throughout their life
3 Does the policy conform to any national/ Y Y Y Y Y Y Y Y Y cycle
international standards? If yes, specify? The policies has been drafted on the basis of applicable laws, code of 1. Does the policy relating to ethics, bribery and
corruption cover only the company? Yes/ No. Does 1. List up to 3 of your products or services whose design
(50 words) conduct & applicable standards
it extend to the Group/Joint Ventures/ Suppliers/ has incorporated social or environmental concerns,
4 Has the policy being approved by the Y Y Y Y Y Y Y Y Y
Contractors/NGOs / Others? risks and/or opportunities.
Board? Policies mandated under the Companies Act, 2013 (the Act) and the
Is yes, has it been signed by MD/ owner/ SEBI (listing obligations and disclosures requirements) Regulation, A company’s governance practices have a direct The company’s principle nature of business is to
CEO/ appropriate Board Director? 2015 are approved by the Board and other policies are approved by bearing on its sustainable growth. Ethics and provide everyday use products to end consumers.
the Managing Director/Whole time Director / functional heads of the transparency are fundamental pillars which underline It is our constant endeavor to ensure that all applicable
Company as appropriate from time to time. our business activities. As a responsible organization, laws and regulation related environment are adhered
5 Does the company have a specified Y Y Y Y Y Y Y Y Y the Company does its business with utmost integrity to along with periodic internal quality control checks.
committee of the Board/ Director/ Official The CEO and Managing Director/Whole time Director through the and adheres to best governance practices. The
to oversee the implementation of the Functional Heads of the Departments/ Unit Heads of the Company, Company’s Code of Conduct for Directors and Senior The company is intended to promote use of natural
policy? overseas the implementation of the policy across the organisation. Management Executives serves as a guiding tool and fiber like cotton to be used by Customers for carrying
6 Indicate the link for the policy to be Policies mandated to be displayed on website the Company as per ensures that principles get translated into consistent the goods. The Company also encouraging the
viewed online? the Act and LODR are displayed at the http://www.spencersretail. practice, thereby leading the Company towards high customers to bring their own bag and to reduce the
com/investor/policy standards of business conduct. plastic bag usage and reuse the bags.
7 Has the policy been formally Y Y Y Y Y Y Y Y Y A Whistle Blower Policy/ Vigil Mechanism is also in The company strictly Prohibit employment or
communicated to all relevant internal and The policies have been communicated to all the internal and external place which provides a channel to the employees and engagement child force at work place and expect its
external stakeholders? stakeholders. The same is also made available on the Company’s Directors to report to the management, promptly and vendors to follow the same.
website. directly, concerns about unethical behaviour, actual 2. For each such product, provide the following details
8 Does the company have in-house Y Y Y Y Y Y Y Y Y or suspected fraud or any irregularity in the Company in respect of resource use (energy, water, raw material
structure to implement the policy/ practices or violation of its codes and policies. The etc.) per unit of product (optional):
policies. Code, policies and standards communicate our
9 Does the Company have a grievance Y Y Y Y Y Y Y Y Y zero tolerance approach to ethical violations, and (a) Reduction during sourcing/production/
redressal mechanism related to the communicate our commitment and requirement for distribution achieved since the previous year
policy/ policies to address stakeholders’ legal compliance and ethical good practice. throughout the value chain?
grievances related to the policy/ policies?
To ensure that all employees are well-versed with We are in the business of retailing goods/products
10 Has the company carried out N N N N N N N N N
the Code, a mandatory training is provided for new to end consumers through our stores. We strive to
independent audit/ evaluation of the The BR policy is evaluated internally.
recruits, and refresher workshops on anti-corruption optimize use of resources at our new and existing
working of this policy by an internal or
policies and procedures are conducted for all the stores. Wherever feasible, all efforts are made to
external agency?
employees at various levels. use more natural lights in offices/store premises
to optimize the consumption of energy.
2. How many stakeholder complaints have been
3. Governance related to Business Responsibility received in the past financial year and what percentage (b) Reduction during usage by consumers (energy,
Frequency with which the Board of Directors, The overall BR performance of the Company is assessed annually was satisfactorily resolved by the management? If so, water) has been achieved since the previous
Committee of the Board or CEO meet to by the Management/ Board of Directors and its Committees, provide details thereof, in about 50 words or so. year?
assess the Company’s BR performance. while the varied aspects of BR performance of each department/ Considering the nature of business of the
The Company has in place different mechanisms for
unit are assessed by the respective department/ unit heads on a Company the said questions are not applicable to
receiving and dealing with complaints from different
regular basis. the Company.
stakeholder’s viz. shareholders, customers, employees
Publishing of Business Responsibility or This is first Business Responsibility Report being published by
etc. There are dedicated resources to respond to the 3. Does the company have procedures in place for
a Sustainability Report, its frequency and the Company as part of annual report. The Report can also be
complaints within a time bound manner. sustainable sourcing (including transportation)?
hyperlink. accessed on the Company’s website at
http://www.spencersretail.com/investor/policy The company has stakeholder relationship committee a. If yes, what percentage of your inputs was
(SRC) which reviews the shareholders complaint and sourced sustainably? Also, provide details thereof,
their resolution. During the year ended March 31, in about 50 words or so.
2020 opening balance of the complaints was NIL and
28 complaints were received from the shareholders The Company is sourcing fruits and vegetables
and the same were resolved during the year under directly from farmers wherever possible and
review. setup a consolidating centers from where fruits
and vegetable are distributed to the Stores.
Further, Customer complaints are addressed in the

4. Has the company taken any steps to procure goods Principle 3: Employees’ Well-being 8 Percentage of under mentioned employees who Permanent Employees 100%
and services from local & small producers, including Businesses should promote the well-being of all were given safety & skill up-gradation training in the Permanent Women Employees 100%
communities surrounding their place of work? If yes, employees last year? Casual/ Temporary/ Contractual Employees 100%
what steps have been taken to improve their capacity
and capability of local and small vendors? Our employees contribute significantly to success of Employees with disabilities NA
our business. We conduct training sessions for all of our
The Company is contributing to the society at large employees to upgrade their knowledge and skills from
by procuring goods & services from small scale Principle 4: Stakeholders’ Engagement The Company has taken some energy initiatives such
time to time. Our Company has been recognised as a
industries and small producers including from Businesses should respect the interests of and be as:
‘Great Place to Work’ by the Great Place to Work Institute
communities surrounding its place of work. which is considered as the gold standard for defining great responsive towards all stakeholders, especially those who • Installation of LED lights & power saving
workplaces across business, academia and government are disadvantaged, vulnerable and marginalized equipment across the stores to reduce the
The Company believes in inclusive growth and
encourages local sourcing wherever possible. Local organisations. 1. Has the company mapped its internal and external electricity consumption
suppliers/ vendors are evaluated based on the quality Further we employ a diverse workforce where women stakeholders? Yes • optimum use of air conditioner (AC) at the stores
parameters set by the Company. employees, employees from various economic strata in order to reduce the electricity consumption
2. Out of the above, has the company identified
We have encouraged MSME vendors and work with and demographic backgrounds come together and earn the disadvantaged, vulnerable & marginalized • Automation of processes to reduce the use of
them to improve their capabilities & capacity. We a respectable living. We also provide a fair opportunity stakeholders? Yes paper
have shorter payment cycle for MSME vendors. We for them to work as per laid down procedures and we
contribute towards them to develop skills and grow. We 3. Are there any special initiatives taken by the company • Installation of glass doors, walls and windows
provide early payment facility so that they are able to
provide them with all social benefits mandated as per law to engage with the disadvantaged, vulnerable and at the stores to use the daylight and reduce
manage their finance without any difficulties
and also take an extra care to ensure staffs is adequately marginalized stakeholders. If so, provide details electricity consumption
5. Does the company have a mechanism to recycle covered for various health and safety hazards. We provide thereof, in about 50 words or so.
products and waste? If yes what is the percentage of • Encouraging the customers to bring their own
staff with Medical insurance, accident cover and Death The Company recognizes the vital role played by bags hence lesser use of plastic carry bags at the
recycling of products and waste (separately as <5%, insurance cover. We ensure that employees have safe, the Society at large in its growth and development. stores.
5-10%, >10%). Also, provide details thereof, in about 50 clean and hygienic work conditions. We ensure that the Further we have not undertaken any CSR activities as
words or so. staff are well provided work environment where they • The company is intended to promote the use of
the same is not applicable to the company.
The Company is not into manufacturing, thus there are free to express their views and feel empowered to natural fibre like cotton etc..
is not much waste generation in the Company, the positively contribute. We have Suggestions schemes, Principle 5 : Human Rights 3. Does the company identify and assess potential
waste generated at its offices and stores are managed grievance handling mechanism and whistle blower environmental risks?
Businesses should respect and promote human rights
as per the applicable laws & internal waste disposal policies along with employee engagement framework
process and also sent to recycle purpose to the where we reach out to employee and hear from them on 1. Does the policy of the company on human rights risks, owing to the nature of the business involved, no
authorized recyclers. various matters of work life. cover only the company or extend to the Group/Joint significant aforementioned potential risk is foreseen
Ventures/Suppliers/Contractors/NGOs/Others? as of now.
Information with reference to BRR framework: The Company upholds the spirit of human rights and 4. Does the company have any project related to Clean
adhere to the applicable laws and regulations and has Development Mechanism? If so, provide details
1 Total number of employees 5224 framed a policy on human rights, which is a guidance thereof, in about 50 words or so. Also, if Yes, whether
2 Total number of employees hired on temporary/ 1649 document for its Employees and Group Company. any environmental compliance report is filed?
contractual/ casual basis.
2. How many stakeholder complaints have been We do not have any projects registered under Clean
3 Number of permanent women employees. 979
received in the past financial year and what percent Development Mechanism.
4 Number of permanent employees with disabilities NA
was satisfactorily resolved by the management? 5. Has the company undertaken any other initiatives
Employee associations recognized by the The Company does not have any recognised employee
management. association. The Company has not received any complaints on – clean technology, energy efficiency, renewable
Percentage of permanent employees who are NA relating to human rights during the year 2019-20. energy, etc. Y/N. If yes, please give hyperlink for web
members of recognized employee association. page etc.
7 Number of complaints relating to child labour, Category No. of No. of
Principle 6 : Environment The initiatives taken by the Company towards energy
forced labour, involuntary labour, sexual harassment complaints complaints Business should respect, protect, and make efforts to conservation during the year under review are given
in the last financial year and pending, as on the end filed during pending as restore the environment in the Board Report
of the financial year. the financial on end of the 1. Does the policy related to Principle 6 cover only the 6. Are the Emissions/Waste generated by the company
year financial year company or extends to the Group/Joint Ventures/ within the permissible limits given by CPCB/SPCB for
Child labour/ forced Nil Nil Suppliers/Contractors/NGOs/others. the financial year being reported?
labour/ involuntary labour
Sexual harassment 06 Nil The Company’s Environmental, health & safety Not applicable, since the Company is in retailing
Discriminatory Nil Nil policy extends to all Stores, employees and Group business, hence providing the consumers its
employment Company. everyday use of products.
The Company has also constituted an Internal Complaints 2. Does the company have strategies/ initiatives to 7. Number of show cause/ legal notices received from
Committee where employees can register their complaints address global environmental issues such as climate CPCB/SPCB which are pending (i.e. not resolved to
against sexual harassment. change, global warming, etc? Y/N. If yes, please give satisfaction) as on end of Financial Year.
hyperlink for webpage etc.
There are no show cause/ legal notices received from

CPCB / SPCB as on end of FY 2019-20. 5. Have you taken steps to ensure that this community (Annexure ‘F’ to Board’s Report)
development initiative is successfully adopted by the
Principle 7 : Responsible Policy Advocacy community? Please explain in 50 words, or so.NA
Businesses, when engaged in influencing public and
regulatory policy, should do so in a responsible manner Principle 9 : Customer Value Form No. MR-3
Businesses should engage with and provide value to their SECRETARIAL AUDIT REPORT
1. Is your company a member of any trade and chamber
customers and consumers in a responsible manner for the Financial Year ended 31.03.2020
or association? If Yes, Name only those major ones
that your business deals with: 1. What percentage of customer complaints/consumer [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
cases are pending as on the end of financial year. (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
The Company generally conveys its policy positions
through its membership with Retailers Association of Customer Satisfaction is of utmost important for the
India (RAI) & Confederation of Indian Industries (CII). Company. The Company has a dedicated customer
care representative/cell to handle the day to day
2. Have you advocated/lobbied through above
complaints of the customers. Once the complaints To,
associations for the advancement or improvement
received from the customer then it will be redressed The Members,
of public good? Yes/No; if yes specify the broad
within the legal means and sometimes complaints Spencer’s Retail Limited
areas ( drop box: Governance and Administration,
will be filed on the manufacture and the Company Regd Office- Duncan House,
Economic Reforms, Inclusive Development Policies,
is added as a proforma party, around 31 cases are 31, Netaji Subhas Road,
Energy security, Water, Food Security, Sustainable
pending. In terms of percentage of consumers to Kolkata-700 001
Business Principles, Others)
consumer cases it is less than 0.1%.
The company’s engagement and advocacy with the
2. Does the company display product information on
relevant authority in a transparent manner complying We have conducted the secretarial audit of the compliance also that the Company has proper Board-processes and
the product label, over and above what is mandated
all applicable laws and regulations. The company of applicable statutory provisions and the adherence compliance mechanism in place to the extent, in the
as per local laws?
has been actively participating in various seminars, to good corporate practices by SPENCER’S RETAIL manner and subject to the reporting made hereinafter:-
conferences and other forums on issues and policy The requisite information as mandated as per the LIMITED (CIN: L74999WB2017PLC219355) (hereinafter
matters that impact the interest of its stakeholders. local laws is mentioned on all the product labels of We have examined the books, papers, minute books,
called the Company). Secretarial Audit was conducted
the Company. forms and returns filed and other records maintained
in accordance with the Guidance Note issued by the
Principle 8 : Inclusive Growth and Equitable by SPENCER’S RETAIL LIMITED “the Company” for the
3. Is there any case filed by any stakeholder against Institute of Company Secretaries of India (A statutory
financial year ended on 31.03.2020 according to the
Development the company regarding unfair trade practices, body constituted under the Company Secretaries Act,
applicable provisions of:
Businesses should support inclusive growth and equitable irresponsible advertising and/or anti-competitive 1980) and in a manner that provided us a reasonable
development behavior during the last five years and pending as on basis for evaluating the corporate conducts/statutory 1. The Companies Act, 2013 (the Act) and the Rules
end of financial year. If so, provide details thereof, in compliances and expressing our opinion thereon. made thereunder;
1. Does the company have specified programmes/
initiatives/projects in pursuit of the policy related to about 50 words or so. The Company’s Management is responsible for 2. The Securities Contracts (Regulation) Act, 1956
Principle 8? If yes details thereof. No There are no cases pending in relation to unfair preparation and maintenance of secretarial records and (`SCRA') and the Rules made thereunder;
trade practices, irresponsible advertising and/or for devising proper systems to ensure compliance with
2. Are the programmes/projects undertaken through 3. The Depositories Act, 1996 and the Regulations and
anticompetitive behavior. There are a few consumer the provisions of applicable laws and regulations.
in-house team/own foundation/external NGO/ Bye-laws framed thereunder;
government structures/any other organization? NA product complaints pending in the normal course of Our responsibility is to express an opinion on the
business, which the Company defends appropriately. 4. Foreign Exchange Management Act; 1999 and the
secretarial records, standards and procedures followed by
3. Have you done any impact assessment of your Rules and Regulations made thereunder to the
4. Did your company carry out any consumer survey/ the Company with respect to secretarial compliances.
initiative? NA extent of Foreign Direct Investment, Overseas Direct
consumer satisfaction trends? We believe that audit evidence and information obtained Investment and External Commercial Borrowings to
4. What is your company’s direct contribution to the extent applicable to the Company:- As reported
Yes, the Company regularly conducts consumer from the Company’s management is adequate and
community development projects- Amount in INR to us, there were no FDI and ODI transactions in the
surveys. appropriate for us to provide a basis for our opinion.
and the details of the projects undertaken? NA Company during the year under review.
Based on our verification of the Company’s books, papers,
minute books, forms and returns filed and other records 5. The following Regulations and Guidelines prescribed
maintained by the Company and read with the Statutory under the Securities and Exchange Board of India
Auditors’ Report on Financial Statements and Certificate Act, 1992 (SEBI Act) to the extent applicable to the
on compliance of conditions of Corporate Governance Company:-
and also the information provided by the Company, its
a) The Securities and Exchange Board of India
officers, agents and authorized representatives during
(Substantial Acquisition of Shares and Takeovers)
the conduct of secretarial audit, including by way of
Regulations, 2011;
remote audit, we hereby report that in our opinion and
For and on behalf of the Board of Directors to the best of our information, knowledge and belief and b) The Securities and Exchange Board of India
accordingto the explanations given to us, the Company (Prohibition of Insider Trading) Regulations,
has, during the audit period covering the financial 2015;
Dr. Sanjiv Goenka
year ended on 31.03.2020 generally complied with the c) The Securities and Exchange Board of India
Kolkata Chairman
applicable statutory provisions listed hereunder and
June 29, 2020 (DIN : 00074796)

(Issue of Capital and Disclosure Requirements) including the following observations: (viii) The Industrial Disputes Act, 1947. Rs. 40 crore respectively in favour of RBL Bank
Regulations, 2009:- The Company has filed a Limited, Kolhapur (Maharashtra).
1. No amount was required to be spentby the (ix) The Employees Provident Fund and
draft letter of offer with SEBI on 12.05.2020 for
Company on CSR during the year as the Miscellaneous Provisions Act, 1952. 6. All provisions of IEPF rules are not applicable to
issue of Equity shares of the company for a sum
Company was incorporated only on 08.02.2017. the company as it has not yet completed seven
not exceeding Rs. 80 crore on rights basis to its (x) The Employees’ State Insurance Act, 1948.
However the company has constituted a CSR years of its incorporation.
eligible shareholders registered in the books as on
committee to take steps as required under law. We further report that as informed to us, during the
date to be fixed by a committee of the Board and 7. The Company has acquired 100% stake on
audit period and thereafter till date, the Company has
on such terms and conditions as the committee We further report that as far as we have been able to 04.07.2019 in Natures Basket limited (NBL), a
had the following specific events / updates:
may decide in accordance with applicable laws. ascertain - wholly owned subsidiary of Godrej Industries
1. Except for the demerger of the generation Limited at an enterprise value of Rs. 300 crore
d) The Securities and Exchange Board of India 1. The Board of Directors of the Company is duly
undertaking of CESC Limited and its transfer settled through cash and takeover of outstanding
(Employee Stock Option Scheme and Employee constituted with proper balance of Executive
and vesting into Haldia Energy Limited, a debts by acquiring 44,58,30,000 equity shares of
Stock Purchase Scheme) Guidelines, 1999, as Directors, Non-Executive Directors and
wholly owned subsidiary of CESC Limited, the Rs. 10 /- each fully paid up in NBL.
replaced by the SEBI(Share Based Employee Independent Directors and the changes, if any,
Composite Scheme of Arrangement amongst
Benefits) Regulations, 2014; The members of in the composition of Board of Directors that 8. This Report is being issued under the conditions
CESC Ltd, and other eight subsidiaries of CESC
the company at the last Annual General Meeting took place during the period under review were of lockdown due to COVID-19 with limited
and their respective shareholders as sanctioned
held on 19 July, 2019 have inter-alia approved the carried out in compliance with the provisions of resources available to us.
by the Kolkata Bench of the Hon’ble National
“Spencer’s Employees Stock Option Scheme 2019” the Act.
Company Law Tribunal has been made effective It is stated that the compliance of all the applicable
(ESOP 2019) on such terms and conditions as per
2. Adequate notice is given to all directors to from 01.10.2017. However, the said demerger provisions of the Companies Act, 2013 and other laws
details given in the said special resolution to be
schedule the Board Meetings, agenda and detailed proposal of generation undertaking has been is the responsibility of the management. We have
implemented through the Spencer’s Employee
notes on agenda were sent at least seven days withdrawn with effect from 14.11.2019 and it is no relied on the representation made by the Company
Benefit Trust, in accordance with applicable laws.
in advance, and a system exists for seeking and longer being pursued with the Hon’ble Bench. and its officers for systems and mechanism set-up by
As on the date of this Report, 1,20,000 options
obtaining further information and clarifications This will have no impact on Spencer’s Retail the Company for compliances under applicable Laws.
have been granted under the ESOP 2019 Scheme.
on the agenda items before the meeting and for Limited. Our examination, on a test-check basis, was limited
e) The Securities and Exchange Board of India (Issue meaningful participation at the meeting. to procedures followed by the Company for ensuring
2. The Preference shares allotted to CESC Limited
and Listing of Debt Securities) Regulations, 2008; the compliance with the said provisions. Westate
3. Majority decision is carried through while the pursuant to the composite scheme are not listed.
No instances were reported during the year. that such compliance is neither an assurance as to
dissenting members' views, if any, are captured
3. Apart from the Registered office of the company, the future viability of the Company nor the efficiency
f) The Securities and Exchange Board of India and recorded as part of the minutes.
it also has an office at RPSG House, 2/4 Judges or effectiveness with which the management has
(Registrars to an Issue and Share Transfer Agents)
4. Based on the compliance mechanism established Court Road, Kolkata-700 027 conducted its affairs. We furtherstate that this is
Regulations, 1993 regarding the Companies Act
by the Company and on the basis of the certificates neither an audit nor an expression of opinion on
and dealing with client - The Company has duly 4. During the year under review the erstwhile
placed before the Board and taken on record the financial activities / statements of the Company.
appointed a SEBI authorized Category I Registrar Statutory Auditors Batliboi, Purohit & Darbari
by the Directors at their meetings, we are of the Moreover, we have not covered any matter related
and Share Transfer Agent as required under Law. resigned w.e.f. 14.11.2019 and the resultant casual
opinion that the Company has adequate systems to any other law which may be applicable to the
vacancy was filled up by appointment of S.R.
g) The Securities and Exchange Board of India and processes commensurate with its size and Company except the aforementioned corporate laws
Batliboi & Co, LLP and the same was approved by
(Delisting of Equity Shares) Regulations, 2009; No operations to monitor and ensure compliance of the Union of India.
the members.
Delisting was done during the year. with applicable laws, rules, regulations and
guidelines and the Company has complied with 5. During the year under review the company
h) The Securities and Exchange Board of India
the following laws specifically applicable to it, as created charges on its assets for Rs. 30 crore and
(Buyback of Securities) Regulations, 1998.No buy
reported to us:-
– back was done during the year
(i) Food Safety & Standards Act, 2016 and
We have also examined compliance with the
Regulations framed thereunder;
applicable clauses of the following: S. M. Gupta
(ii) The Essential Commodities Act, 1955; Partner
i. Secretarial Standards issued by the Institute of
Company Secretaries of India; (iii) Legal Metrology Act, 2009 and Packaged
Commodities Rules, 2011;
ii. SEBI (Listing Obligations and Disclosure S. M. Gupta & Co.
Requirements) Regulations, 2015 as amended. (iv) Consumer Protection Act, 1986; Company Secretaries
During the period under review the Company (v) Insecticides Act, 1968; Firm Registration No.: P1993WB046600
has generally complied with the provisions of the Kolkata Membership no. : FCS- 896, CP No : 2053
(vi) Trade Marks Act, 1999; June 29, 2020 Peer Review No: 718/2020
Act, Rules, Regulations, Guidelines, Standards,
etc mentioned above to the extent applicable to it (vii) The Payment of Bonus Act, 1965. UDIN: F000896B000397919
Enclo: Annexure forming an integral part of this Report

“Annexure” (Annexure ‘G’ to Board’s Report)
To, Report on Corporate Social

Responsibility Activities
The Members,
(CIN : L74999WB2017PLC219355)
Regd Office- Duncan House,
31, NetajiSubhas Road,
Kolkata-700 001
1. A brief outline of the Company’s CSR policy etc. are stated in Management Discussion and Analysis
including overview of projects or programmes which forms a part of the Director’s Report.
proposed to be undertaken and a reference to the web-
No amount was required to be spent by the
Our Report of even date is to be read alongwith this letter. link to the CSR policy and projects or programmes.
Company on CSR during the year as the Company
1. Maintenance of secretarial records is the responsibility of the management of the Company.Our responsibility is to The Company is dedicated to the cause of providing was incorporated only on 08.02.2017 and incurred
express an opinion on such secretarial records based on our audits. access to basic services, empowering people, losses during 2019-20. However, the Company has
educating them and to improving their quality of life. constituted a CSR committee to take steps as required
2. We have followed the audit practices and processes as we considered appropriate to obtain reasonable assurance
The Company undertakes programmes based on under law.
on the correctness and completeness of the secretarial records. Our verification was conducted on a test basis to
the identified needs of the community healthcare,
ensure that all entries have been made as per statutory requirements. We believe that the processes and practices 2. Composition of CSR Committee: The CSR
education, art and community like the following :
we followed provide a reasonable basis for our opinion. Committee consists of Mr. Sanjiv Goenka, Chairman,
a) Provision of access to basic healthcare services/ Mr. Shashwat Goenka, Non-Executive Director and
3. We have not verified the correctness and appropriateness of the financial records and Books of Accounts of the
facilities, safe drinking water & sanitation and Mr. Utsav Parekh, Independent Director.
Company.
conducting health awareness camps;
3. Average net profit for the last three financial years:
4. Wherever required, we have obtained Management representation with respect to compliance of laws, rules and
b) Empowerment of the disadvantaged sections of N.A.
regulations and of significant events during the year.
society through promoting inclusive education
4. Prescribed CSR Expenditure (two percent of the above
5. The compliance of the provisionsof Corporate and other applicable laws, rules, regulationsis the responsibility of for all, as well as through livelihood generation
amount as in item 3 above) is N.A.
the management. Our examination was limited to the verification of secretarial records on test basis to the extent and skill development;
applicable to the Company. 5. (a) Total amount spent for the financial year 2019-20
c) Supporting environmental and ecological
is : N.A.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or balance through energy conservation, adoption
effectiveness with which the management has conducted the affairs of the Company. of initiatives resulting into Greenhouse Gas (b) Unspent amount for financial year 2019-20 is
Emissions (GHG) reduction and transformation NIL.
into a low carbon business practices;
(c) Manner in which the amount was spent during
d) Undertaking livelihood generation/promotion the financial year : N.A.
S. M. Gupta and women empowerment projects;
6. In case the Company has failed to spend the two
Partner
e) Any other programme that falls under the percent of the average net profit of the last three
Company’s CSR Policy and is aimed at the financial years or any part thereof, the Company shall
empowerment of disadvantaged sections of the provide the reasons for not spending the amount in
S. M. Gupta & Co.
society. its Board Report: N.A.
Company Secretaries
Firm Registration No.: P1993WB046600 The Company’s policy on CSR is posted at www. 7. Responsibility Statement: It is stated that the
Kolkata Membership no. : FCS- 896, CP No : 2053 spencersretail.com implementation and monitoring of CSR policy is in
June 29, 2020 Peer Review No: 718/2020 compliance with CSR objectives and policy of the
The details of the projects undertaken during the year
UDIN: F000896B000397919 Company.
Dr. Sanjiv Goenka

Chairman
DIN: 00074796
Devendra Chawla
Kolkata, CEO and Managing Director
June 29, 2020 DIN: 03586196

(Annexure ‘H’ to Board’s Report) (Annexure ‘I’ to Board’s Report)
Conservation of Energy, Particulars of Remuneration

Technology Absorption, Foreign 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
Exchange earnings and outgo

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo under Section 1) The ratio of the remuneration (including sitting fees) of the Directors constituted during the financial year 2019-20
134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder: –Mr. 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
(A) Conservation of Energy: median remuneration of employees of the Company for the financial year 2019-20 is 6.67:1, 6.67:1, 9.42:1, 7.46:1,
4.71:1, 3.53:1, 385:1 and 122.98:1. The percentage increase in remuneration of each director is 467%, 467%, 380%,
i. The steps taken or impact on The operations of your company are not energy intensive, however,
280%, NA, NA, 975.4% and 175.8%. All the directors were appointed on 14th November 2018 and MD & CEO and one
conservation of energy adequate measures have been taken to reduce energy consumption.
independent director were appointed on 11 February, 2019 and hence the remuneration paid YoY is not comparable.
ii. The steps taken by the company for All efforts are made to use more natural lights in offices/store premises
The increase in remuneration of the Chief Financial Officer (CFO) is not applicable since the current CFO has
utilising alternate sources of energy to optimize the consumption of energy.
been appointed during the year 2019-20. The current Company Secretary was appointed on 11 February, 2019 and
The Company is also using solar panel at some of its stores. percentage increase in remuneration is 486.3% and hence the remuneration paid YoY is not comparable. During
iii. The capital investment on energy Nil the said financial year, there was an increase of 4.89 % in the median remuneration of employees on the rolls as at
conservation Equipment’s; 31st March, 2020. There were 5224 employees on the rolls of Company as on 31st March, 2020.
2) During the financial year 2019-20, the average increase in the remuneration was 8.2 %.
(B) Technology absorption:
i. the efforts made towards technology absorption N.A. 3) The average % increase in the salaries of the employees on roll as at 31 March 2020 other than the managerial
personnel was 8.2 % in 2019-20 whereas the increase in the managerial remuneration for the same financial year
ii. the benefits derived like product improvement, cost reduction, product development or import N.A.
was 7 %.
substitution
iii. in case of imported technology (imported during the last three years reckoned from the N.A. 4) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.
beginning of the financial year)
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed; For and on behalf of the Board of Directors
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.
iv. The expenditure incurred on Research and Development. NIL Dr. Sanjiv Goenka
Kolkata Chairman
(C) Research and Development: June 29, 2020 (DIN : 00074796)
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 have been no foreign exchange earnings during the year. The total foreign exchange outgo was Rs. 0.13 crores
for the year 2019-20 (previous year Rs. 2.42 crores).
For and on behalf of the Board of Directors
Dr. Sanjiv Goenka

Kolkata Chairman
June 29, 2020 (DIN : 00074796)

INDEPENDENT AUDITOR’S REPORT Key audit matters How our audit addressed the key audit matter
Fair Valuation of Investment in Subsidiaries (as described in Note 6 of the standalone Ind AS financial statements)
To the Members of The Company carries its investment in subsidiaries at fair Our audit procedures included, among others the
Spencer’s Retail Limited (formerly known as RP-SG Retail Limited) value through Other Comprehensive Income (FVTOCI). following:
The Company engages a valuer to determine the fair • We obtained and reviewed the fair valuation reports
Report on the Audit of the Standalone Ind AS Institute of Chartered Accountants of India together with value of such investment using the discounted cash flow produced by the Company’s independent valuation
Financial Statements the ethical requirements that are relevant to our audit method of valuation, which is highly sensitive to changes and also assessed the valuation specialist’s objectivity
of the financial statements under the provisions of the in inputs used in valuation and involves judgment due
Opinion and independence.
Act and the Rules thereunder, and we have fulfilled our to inherent uncertainty in the assumptions used for
We have audited the accompanying standalone Ind AS other ethical responsibilities in accordance with these • We evaluated the independent valuation specialist’s
forecasting the future cash flows.
financial statements of Spencer’s Retail Limited (formerly requirements and the Code of Ethics. We believe that methodology, assumptions and estimates used in the
known as RP-SG Retail Limited) (“the Company”), which the audit evidence we have obtained is sufficient and Accordingly, the fair valuation of investment in subsidiary calculations. In performing these procedures, we also
comprise the Balance sheet as at March 31 2020, the appropriate to provide a basis for our audit opinion on the companies is determined to be a key audit matter in our engaged valuation specialists.
Statement of Profit and Loss, including the statement standalone Ind AS financial statements. audit of the standalone Ind AS financial statements.
• We read and assessed the disclosures made in the
of Other Comprehensive Income, the Cash Flow
Key Audit Matters standalone Ind AS financial statements.
Statement and the Statement of Changes in Equity for
the year then ended, and notes to the standalone Ind AS Key audit matters are those matters that, in our Adoption of Ind AS 116 “Leases” effective from April 1, 2019 (as described in Note 31 of the standalone Ind AS
financial statements, including a summary of significant professional judgment, were of most significance in our financial statements)
accounting policies and other explanatory information. audit of the standalone Ind AS financial statements for the The Company has adopted Ind AS 116 “Leases” in the Our audit procedures included, among others the
financial year ended March 31, 2020. These matters were current year, which replaced the erstwhile Ind AS 17 following:
In our opinion and to the best of our information and “Leases”, which resulted in changes to accounting
addressed in the context of our audit of the standalone • We read and assessed the Company’s accounting
according to the explanations given to us, the aforesaid policies. The Company has adopted Ind AS 116 effective
Ind AS financial statements as a whole, and in forming policy with respect to recognition of leases in
standalone Ind AS financial statements give the April 1, 2019 and has not restated comparative information
our opinion thereon, and we do not provide a separate
information required by the Companies Act, 2013, as in accordance with transitional provisions of Ind AS 116. accordance with Ind AS 116.
opinion on these matters. For each matter below, our
amended (“the Act”) in the manner so required and give • We obtained an understanding, evaluated the design
description of how our audit addressed the matter is The application of the new standard resulted in
a true and fair view in conformity with the accounting and tested the operating effectiveness of key controls
provided in that context. recognition of right-of-use assets (ROU), decrease in
principles generally accepted in India, of the state of affairs
pre-paid expenses, corresponding increase in lease that the Company has in relation to accounting of
of the Company as at March 31, 2020, its loss including We have determined the matters described below to be the
liabilities and recognition of cumulative effect of initially leases under Ind AS 116.
other comprehensive loss, its cash flows and the changes key audit matters to be communicated in our report. We
have fulfilled the responsibilities described in the Auditor’s applying the Standard as an adjustment to the opening • We tested the completeness of the lease master and on
in equity for the year ended on that date.
responsibilities for the audit of the standalone Ind AS balance of retained earnings. The measurement of ROU a sample basis tested the accuracy of the underlying
Basis for Opinion financial statements section of our report, including in and lease liabilities are based on assumptions such as
lease master by agreeing the underlying data
We conducted our audit of the standalone Ind AS relation to these matters. Accordingly, our audit included discount rates and lease terms, including termination
pertaining to lease rentals, term, escalation and other
financial statements in accordance with the Standards on the performance of procedures designed to respond to and renewal options. Such assumptions are highly
sensitive to changes in inputs and involves judgement relevant terms and conditions to lease agreements.
Auditing (SAs), as specified under section 143(10) of the our assessment of the risks of material misstatement of
due to inherent uncertainty in the assumptions used. • We also recomputed, on a sample basis, the calculation
Act. Our responsibilities under those Standards are further the standalone Ind AS financial statements. The results
described in the ‘Auditor’s Responsibilities for the Audit of our audit procedures, including the procedures involved and tested the arithmetical accuracy of the
Accordingly, adoption of Ind AS 116 “Leases” is
of the Standalone Ind AS Financial Statements’ section performed to address the matters below, provide the basis determined to be a key audit matter in our audit of the data.
of our report. We are independent of the Company for our audit opinion on the accompanying standalone standalone Ind AS financial statements. • We assessed management’s sensitivity analysis
in accordance with the ‘Code of Ethics’ issued by the Ind AS financial statements. around the discount rate applied.
Key audit matters How our audit addressed the key audit matter
standalone Ind AS financial statements.
Impairment Testing for Brand (as described in Note 4 of the standalone Ind AS financial statements)
The Company has an acquired brand (intangible asset) Our audit procedures included, among others the
as at March 31, 2020 assessed to be with indefinite life. following: Information Other than the Financial other information and, in doing so, consider whether
Statements and Auditor’s Report Thereon such other information is materially inconsistent with the
As required by Ind AS 36 “Impairment of Assets”, such
• We read and assessed the Company’s accounting financial statements or our knowledge obtained in the
brand is tested for impairment every year as stated in the The Company’s Board of Directors is responsible for the
policies with respect to impairment testing. audit or otherwise appears to be materially misstated. If,
accounting policy note no 2.2(e) of the standalone Ind other information. The other information comprises the
based on the work we have performed, we conclude that
AS financial statements. • We obtained and reviewed the brand valuation report Directors Report, Management Discussion and Analysis,
there is a material misstatement of this other information,
For this assessment, the Company engages a valuer to produced by the Company’s independent valuation Report on Corporate Governance, Additional Shareholder
we are required to report that fact. We have nothing to
determine the recoverable value of brand using valuation specialist and also assessed the valuation specialist’s Information, Report on Corporate Social Responsibility
report in this regard.
techniques, which is highly sensitive to changes in inputs Activities and Statement containing salient features of
objectivity and independence.
used in valuation and involves judgment due to inherent the financial statements of subsidiaries, but does not Responsibilities of Management for the
uncertainty in the assumptions related to discount rate, • We evaluated the independent valuation specialist’s include the standalone Ind AS financial statements and Standalone Ind AS Financial Statements
future growth rate and future royalty rates. methodology, assumptions and estimates used in the our auditor’s report thereon.
The Company’s Board of Directors is responsible for
calculations. In performing these procedures, we also Our opinion on the standalone Ind AS financial statements the matters stated in section 134(5) of the Act with
Accordingly, impairment testing for the brand is
engaged valuation specialists. does not cover the other information and we do not respect to the preparation of these standalone Ind AS
determined to be a key audit matter in our audit of the
standalone Ind AS financial statements. express any form of assurance conclusion thereon. financial statements that give a true and fair view of the
• We assessed management’s sensitivity analysis
financial position, financial performance including other
around the key assumptions. In connection with our audit of the standalone Ind AS
comprehensive income, cash flows and changes in equity
financial statements, our responsibility is to read the
• We read and assessed the disclosures made in the of the Company in accordance with the accounting
standalone Ind AS financial statements.

principles generally accepted in India, including the • Obtain an understanding of internal control relevant Other Matter (f) With respect to the adequacy of the internal
Indian Accounting Standards (Ind AS) specified under to the audit in order to design audit procedures The Ind AS financial statements of the Company for the financial controls over financial reporting of the
section 133 of the Act read with the Companies (Indian that are appropriate in the circumstances. Under year ended March 31, 2019, included in these standalone Company with reference to these standalone
Accounting Standards) Rules, 2015, as amended. This section 143(3)(i) of the Act, we are also responsible for Ind AS financial statements, have been audited by the Ind AS financial statements and the operating
responsibility also includes maintenance of adequate expressing our opinion on whether the Company has predecessor auditor who expressed an unmodified effectiveness of such controls, refer to our
accounting records in accordance with the provisions of opinion on those statements on May 17, 2019.
adequate internal financial controls with reference separate Report in “Annexure 2” to this report;
the Act for safeguarding of the assets of the Company and
to financial statements in place and the operating
for preventing and detecting frauds and other irregularities; Report on Other Legal and Regulatory (g) In our opinion, the managerial remuneration
selection and application of appropriate accounting effectiveness of such controls.
Requirements for the year ended March 31, 2020 has been paid
policies; making judgments and estimates that are • Evaluate the appropriateness of accounting policies / provided by the Company to its directors in
reasonable and prudent; and the design, implementation 1. As required by the Companies (Auditor’s Report)
used and the reasonableness of accounting estimates Order, 2016 (“the Order”), issued by the Central accordance with the provisions of section 197
and maintenance of adequate internal financial controls,
and related disclosures made by management. Government of India in terms of sub-section (11) of read with Schedule V to the Act;
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant • Conclude on the appropriateness of management’s section 143 of the Act, we give in the “Annexure 1” a (h) With respect to the other matters to be included in
to the preparation and presentation of the standalone use of the going concern basis of accounting and, statement on the matters specified in paragraphs 3 the Auditor’s Report in accordance with Rule 11 of
Ind AS financial statements that give a true and fair view based on the audit evidence obtained, whether and 4 of the Order. the Companies (Audit and Auditors) Rules, 2014,
and are free from material misstatement, whether due to a material uncertainty exists related to events or as amended in our opinion and to the best of our
fraud or error. 2. As required by Section 143(3) of the Act, we report
conditions that may cast significant doubt on the that: information and according to the explanations
In preparing the standalone Ind AS financial statements, Company’s ability to continue as a going concern. given to us:
management is responsible for assessing the Company’s If we conclude that a material uncertainty exists, we (a) We have sought and obtained all the information
and explanations which to the best of our i. The Company has disclosed the impact of
ability to continue as a going concern, disclosing, as are required to draw attention in our auditor’s report
applicable, matters related to going concern and using the knowledge and belief were necessary for the pending litigations on its financial position
to the related disclosures in the financial statements
going concern basis of accounting unless management purposes of our audit; in its standalone Ind AS financial statements
or, if such disclosures are inadequate, to modify our
either intends to liquidate the Company or to cease – Refer Note 30(a) to the standalone Ind AS
opinion. Our conclusions are based on the audit (b) In our opinion, proper books of account as
operations, or has no realistic alternative but to do so. financial statements;
evidence obtained up to the date of our auditor’s required by law have been kept by the Company
Those Board of Directors are also responsible for report. However, future events or conditions may ii. The Company did not have any long-term
so far as it appears from our examination of those
overseeing the Company’s financial reporting process. cause the Company to cease to continue as a going contracts including derivative contracts for
books;
concern. which there were any material foreseeable
Auditor’s Responsibilities for the Audit of the (c) The Balance Sheet, the Statement of Profit and Loss losses;
Standalone Ind AS Financial Statements • Evaluate the overall presentation, structure and including the Statement of Other Comprehensive
Our objectives are to obtain reasonable assurance about content of the standalone Ind AS financial statements, Income, the Cash Flow Statement and Statement iii. There were no amounts which were required
whether the standalone Ind AS financial statements as including the disclosures, and whether the standalone of Changes in Equity dealt with by this Report are to be transferred to the Investor Education
a whole are free from material misstatement, whether Ind AS financial statements represent the underlying in agreement with the books of account; and Protection Fund by the Company.
due to fraud or error, and to issue an auditor’s report that transactions and events in a manner that achieves
includes our opinion. Reasonable assurance is a high fair presentation. (d) In our opinion, the aforesaid standalone Ind AS
level of assurance, but is not a guarantee that an audit financial statements comply with the Accounting
conducted in accordance with SAs will always detect a We communicate with those charged with governance
Standards specified under Section 133 of the For S.R. Batliboi & Co. LLP
material misstatement when it exists. Misstatements can regarding, among other matters, the planned scope
Act, read with Companies (Indian Accounting
arise from fraud or error and are considered material if, and timing of the audit and significant audit findings, Chartered Accountants
including any significant deficiencies in internal control Standards) Rules, 2015, as amended;
individually or in the aggregate, they could reasonably be ICAI Firm Registration Number: 301003E/E300005
expected to influence the economic decisions of users that we identify during our audit. (e) On the basis of the written representations
taken on the basis of these standalone Ind AS financial We also provide those charged with governance with received from the directors as on March 31, 2020
statements. per Kamal Agarwal
a statement that we have complied with relevant taken on record by the Board of Directors, none
Partner
As part of an audit in accordance with SAs, we exercise ethical requirements regarding independence, and to of the directors is disqualified as on March 31,
Membership Number: 058652
professional judgment and maintain professional communicate with them all relationships and other 2020 from being appointed as a director in terms UDIN: 20058652AAAABV6038
skepticism throughout the audit. We also: matters that may reasonably be thought to bear on our of Section 164 (2) of the Act; Place of Signature: Kolkata
independence, and where applicable, related safeguards. Date: June 29, 2020
• Identify and assess the risks of material misstatement
From the matters communicated with those charged
of the standalone Ind AS financial statements,
with governance, we determine those matters that were
whether due to fraud or error, design and perform
of most significance in the audit of the standalone Ind AS
audit procedures responsive to those risks, and obtain financial statements for the financial year ended March
audit evidence that is sufficient and appropriate 31, 2020 and are therefore the key audit matters. We
to provide a basis for our opinion. The risk of not describe these matters in our auditor’s report unless law
detecting a material misstatement resulting from or regulation precludes public disclosure about the matter
fraud is higher than for one resulting from error, as or when, in extremely rare circumstances, we determine
fraud may involve collusion, forgery, intentional that a matter should not be communicated in our report
omissions, misrepresentations, or the override of because the adverse consequences of doing so would
internal control. reasonably be expected to outweigh the public interest
benefits of such communication.

ANNEXURE 1 TO THE INDEPENDENT AUDITOR’S REPORT OF Name of the Statute Nature Disputed Period Forum where the State
Amount dispute is pending
EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF Delhi Value Added Tax Act, Disallowance of 4,31,840 2012-13 DC Appeals Delhi
SPENCER’S RETAIL LIMTED (FORMERLY KNOWN AS RP-SG RETAIL 2004 input tax credit
Jharkhand Value Added Tax Disallowance of 4,42,007 2009-10 Addl. Commissioner Jharkhand
LIMITED) Act, 2005 input tax credit (Appeals)
Tamil Nadu General Sales Demand notice 62,41,205 2004-05 Assistant Commissioner Tamil Nadu
i. (a) The Company has maintained proper records interested and in respect of loans and advances given, Tax Act, 1959 under section 3J
showing full particulars, including quantitative investments made and, guarantees, and securities Tamil Nadu General Sales Tax demand on 25,32,286 2001-02 Appellate DC Tamil Nadu
details and situation of fixed assets. given have been complied with by the company. Tax Act, 1959 first point sales
West Bengal Sales Tax Demand on 29,57,000 2003-04 WBCT Appellate & West Bengal
(b) All fixed assets have not been physically verified v. The Company has not accepted any deposits within Act,1994 disputed stock Revisional Board.
by the management during the year but there the meaning of Sections 73 to 76 of the Act and the transfer
is a regular programme of verification which, in Companies (Acceptance of Deposits) Rules, 2014 (as Andhra Pradesh General Demand on single 73,506 2003-04 AP State Appellate Andhra
our opinion, is reasonable having regard to the amended). Accordingly, the provisions of clause 3(v) Sales Tax Act, 1957. point tax Authorities Pradesh
size of the Company and the nature of its assets. of the Order are not applicable. Central Sales Tax Act, 1956 Non Submission of 62,115 2016-17 Additional West Bengal
No material discrepancies were noticed on such Form F Commissioner
vi. To the best of our knowledge and as explained,
verification.
the Central Government has not specified the
viii. In our opinion and according to the information Companies Act, 2013 where applicable and the details
(c) According to the information and explanations maintenance of cost records under Section 148(1) of
and explanations given by the management, the have been disclosed in the notes to the financial
given by the management, there are no the Companies Act, 2013, for the products/services of
Company has not defaulted in repayment of loans statements, as required by the applicable accounting
immovable properties, included in property, plant the Company.
or borrowings from banks. The Company did not standards.
and equipment/ fixed assets of the company and
vii. (a) The Company is regular in depositing with have any outstanding loans or borrowings in respect
accordingly, the requirements under paragraph xiv. According to the information and explanations given
appropriate authorities undisputed statutory of a financial institution or Government or dues to
3(i)(c) of the Order are not applicable to the to us and on an overall examination of the balance
dues including provident fund, employees’ state debenture holders during the year.
Company. sheet, the company has not made any preferential
insurance, income-tax, sales-tax, service tax,
ix. In our opinion and according to the information allotment or private placement of shares or fully or
ii. The management has conducted physical verification duty of custom, duty of excise, value added tax,
and explanations given by the management, the partly convertible debentures during the year under
of inventory at reasonable intervals during the year goods and service tax, cess and other statutory
Company has utilized the monies raised by way of review and hence, reporting requirements under
and no material discrepancies were noticed on such dues applicable to it.
term loans for the purposes for which they were clause 3(xiv) are not applicable to the company and,
physical verification.
(b) According to the information and explanations raised. The Company has not raised monies by way not commented upon.
iii. According to the information and explanations given given to us, no undisputed amounts payable of initial public offer or further public offer or debt
xv. According to the information and explanations given
to us, the Company has not granted any loans, secured in respect of provident fund, employees’ state instruments.
by the management, the Company has not entered
or unsecured to companies, firms, Limited Liability insurance, income-tax, service tax, sales-tax,
x. Based upon the audit procedures performed for the into any non-cash transactions with directors or
Partnerships or other parties covered in the register duty of custom, duty of excise, value added tax,
purpose of reporting the true and fair view of the persons connected with him as referred to in section
maintained under section 189 of the Companies goods and service tax, cess and other statutory
financial statements and according to the information 192 of Companies Act, 2013.
Act, 2013. Accordingly, the provisions of clause 3(iii) dues were outstanding, at the year end, for a
and explanations given by the management, we
(a), (b) and (c) of the Order are not applicable to the period of more than six months from the date xvi. According to the information and explanations given
report that no fraud by the company or no material
Company and hence not commented upon. they became payable. to us, the provisions of section 45-IA of the Reserve
fraud on the company by the officers and employees
Bank of India Act, 1934 are not applicable to the
iv. In our opinion and according to the information (c) According to the records of the Company, the of the Company has been noticed or reported during
Company.
and explanations given to us, provisions of section dues of income-tax, sales-tax, service tax, duty of the year.
185 and 186 of the Companies Act 2013 in respect of custom, duty of excise, value added tax and cess
xi. According to the information and explanations given
loans to directors including entities in which they are on account of any dispute, are as follows:
by the management, the managerial remuneration
has been paid / provided in accordance with the For S.R. Batliboi & Co. LLP
Name of the Statute Nature Disputed Period Forum where the State requisite approvals mandated by the provisions of Chartered Accountants
Amount dispute is pending section 197 read with Schedule V to the Companies ICAI Firm Registration Number: 301003E/E300005
Maharashtra Value Added Mismatch of Input 1,82,92,162 2013-14 Jt. Comm. of Sales Tax Maharashtra Act, 2013.
Tax Act, 2002 Tax Credit (Appeal)
Maharashtra Value Added Disallowance of 5,68,56,986 2009-10 Jt.Comm. of Sales Tax Maharashtra xii. In our opinion, the Company is not a nidhi company. per Kamal Agarwal
Tax Act, 2002 Input Tax Credit (Appeal) Therefore, the provisions of clause 3(xii) of the order Partner
West Bengal Value Added Mismatch of Input 72,68,000 2016-17 Additional West Bengal are not applicable to the Company and hence not Membership Number: 058652
Tax Act, 2003 Tax Credit Commissioner commented upon. UDIN: 20058652AAAABV6038
West Bengal Value Added Mismatch of Input 12,000 2015-16 WBCT Appellate & West Bengal Place of Signature: Kolkata
xiii. According to the information and explanations given Date: June 29, 2020
Tax Act, 2003 Tax Credit Revisional Board.
by the management, transactions with the related
West Bengal Value Added Mismatch of Input 83,16,030 2012-13 Additional West Bengal
parties are in compliance with section 177 and 188 of
Tax Act, 2003 Tax Credit Commissioner
West Bengal Value Added Mismatch of Input 85,80,192 2010-11 WBCT Appellate & West Bengal
Tax Act, 2003 Tax Credit Revisional Board.

ANNEXURE 2 TO THE INDEPENDENT AUDITOR’S REPORT OF

EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF
SPENCER’S RETAIL LIMTED (FORMERLY KNOWN AS RP-SG RETAIL
LIMITED)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,
2013 (“the Act”)
We have audited the internal financial controls over and maintained and if such controls operated effectively receipts and expenditures of the company are being made Opinion
financial reporting of Spencer’s Retail Limited (formerly in all material respects. only in accordance with authorisations of management In our opinion, the Company has, in all material respects,
known as RP-SG Retail Limited) (“the Company”) as and directors of the company; and (3) provide reasonable adequate internal financial controls over financial
Our audit involves performing procedures to obtain
of March 31, 2020 in conjunction with our audit of the assurance regarding prevention or timely detection reporting with reference to these standalone financial
audit evidence about the adequacy of the internal
standalone financial statements of the Company for the of unauthorised acquisition, use, or disposition of the statements and such internal financial controls over
financial controls over financial reporting with reference
year ended on that date. company’s assets that could have a material effect on the financial reporting with reference to these standalone
to these standalone financial statements and their
financial statements. financial statements were operating effectively as at
Management’s Responsibility for Internal operating effectiveness. Our audit of internal financial
Financial Controls controls over financial reporting included obtaining Inherent Limitations of Internal Financial March 31, 2020, based on the internal control over
an understanding of internal financial controls over Controls Over Financial Reporting with financial reporting criteria established by the Company
The Company’s Management is responsible for
financial reporting with reference to these standalone Reference to these Standalone Financial considering the essential components of internal control
establishing and maintaining internal financial controls
financial statements, assessing the risk that a material stated in the Guidance Note on Audit of Internal Financial
based on the internal control over financial reporting Statements
weakness exists, and testing and evaluating the design Controls Over Financial Reporting issued by the Institute
criteria established by the Company considering the Because of the inherent limitations of internal financial
and operating effectiveness of internal control based on of Chartered Accountants of India.
essential components of internal control stated in the controls over financial reporting with reference to these
the assessed risk. The procedures selected depend on
Guidance Note on Audit of Internal Financial Controls standalone financial statements, including the possibility
the auditor’s judgement, including the assessment of the
Over Financial Reporting issued by the Institute of of collusion or improper management override of
risks of material misstatement of the financial statements, For S.R. Batliboi & Co. LLP
Chartered Accountants of India. These responsibilities controls, material misstatements due to error or fraud
whether due to fraud or error.
include the design, implementation and maintenance of may occur and not be detected. Also, projections of any Chartered Accountants
adequate internal financial controls that were operating We believe that the audit evidence we have obtained is evaluation of the internal financial controls over financial ICAI Firm Registration Number: 301003E/E300005
effectively for ensuring the orderly and efficient conduct sufficient and appropriate to provide a basis for our audit reporting with reference to these standalone financial
of its business, including adherence to the Company’s opinion on the internal financial controls over financial statements to future periods are subject to the risk that
policies, the safeguarding of its assets, the prevention per Kamal Agarwal
reporting with reference to these standalone financial the internal financial control over financial reporting with
Partner
and detection of frauds and errors, the accuracy and statements. reference to these standalone financial statements may Membership Number: 058652
completeness of the accounting records, and the timely become inadequate because of changes in conditions,
Meaning of Internal Financial Controls Over UDIN: 20058652AAAABV6038
preparation of reliable financial information, as required or that the degree of compliance with the policies or Place of Signature: Kolkata
under the Companies Act, 2013. Financial Reporting With Reference to these procedures may deteriorate. Date: June 29, 2020
Financial Statements
Auditor’s Responsibility
A company’s internal financial control over financial
Our responsibility is to express an opinion on the reporting with reference to these standalone financial
Company’s internal financial controls over financial statements is a process designed to provide reasonable
reporting with reference to these standalone financial assurance regarding the reliability of financial reporting
statements based on our audit. We conducted our audit and the preparation of financial statements for external
in accordance with the Guidance Note on Audit of purposes in accordance with generally accepted
Internal Financial Controls Over Financial Reporting accounting principles. A company’s internal financial
(the “Guidance Note”) and the Standards on Auditing control over financial reporting with reference to these
as specified under section 143(10) of the Companies standalone financial statements includes those policies
Act, 2013, to the extent applicable to an audit of internal and procedures that (1) pertain to the maintenance of
financial controls and, both issued by the Institute of records that, in reasonable detail, accurately and fairly
Chartered Accountants of India. Those Standards and reflect the transactions and dispositions of the assets
the Guidance Note require that we comply with ethical of the company; (2) provide reasonable assurance
requirements and plan and perform the audit to obtain that transactions are recorded as necessary to permit
reasonable assurance about whether adequate internal preparation of financial statements in accordance with
financial controls over financial reporting with reference generally accepted accounting principles, and that
to these standalone financial statements was established

Standalone Ind AS Balance Sheet as at 31st March 2020 Standalone Ind AS Statement of Profit and Loss for the year ended 31st March 2020
H in Lakhs H in Lakhs
Notes As at 31st March 2020 As at 31st March 2019 Notes For the year ended For the year ended
ASSETS
Non-current assets
31st March 2020 31st March 2019
Property, plant and equipment 3 15,736.10 16,673.41 Income
Capital work in progress 3 867.35 105.71
Right-of-use assets 31 40,976.19 - Revenue from operations 21 2,37,328.94 2,18,718.58
Other intangible assets 4 9,235.87 9,179.66
Other income 22 2,954.92 2,778.92
Financial assets
(i) Investments 6 31,617.07 6,719.79 Total Income (I) 2,40,283.86 2,21,497.50
(ii) Loans 10 4,418.46 3,362.17
(iii) Other financial assets 11 258.56 174.98 Expenses
Tax assets (net) 1,456.14 798.17 Cost of raw materials consumed 23 620.77 687.07
Other assets 12 193.41 2,106.44
Total non-current assets (A) 1,04,759.15 39,120.33 Purchases of stock-in-trade 1,82,668.89 1,74,284.57
Current assets
Changes in inventories of finished goods and stock-in-trade 24 3,923.57 (2,705.81)
Inventories 5 23,063.03 26,982.13
Financial assets Employee benefits expense 25 16,056.96 14,208.14
(i) Investments 6 - 983.39
(ii) Trade receivables 7 6,119.42 4,567.77 Other expenses 26 26,132.31 30,851.30
(iii) Cash and cash equivalents 8 5,963.21 2,802.52
Total Expenses (II) 2,29,402.50 2,17,325.27
(iv) Bank balances other than (iii) above 9 - 19,101.32
(v) Other financial assets 11 114.66 141.30 Earnings before interest expenses, tax, depreciation and 10,881.36 4,172.23
Other assets 12 1,764.93 2,475.44 amortisation (EBITDA) [(I)-(II)]
Total current assets (B) 37,025.25 57,053.87
TOTAL ASSETS (A+B) 1,41,784.40 96,174.20 Depreciation and amortisation 27 10,496.18 2,454.86
EQUITY AND LIABILITIES
Finance costs 28 6,087.09 744.65
EQUITY
Equity share capital 13 3,976.71 3,976.71 Profit / (loss) before tax (III) (5,701.91) 972.72
Other equity 14 35,548.32 55,673.08
Total equity (C) 39,525.03 59,649.79 Tax expense
LIABILITIES
Current tax 34 - 178.52
Non-current liabilities
Financial liabilities Profit / (loss) for the year (IV) (5,701.91) 794.20
(i) Borrowings 15 2,333.20 -
(ii) Lease liabilities 31 47,725.80 - Other comprehensive income/(loss)
(iii) Other financial liabilities 16 94.43 85.47 Items that will not be reclassified subsequently to profit and loss
Provisions 20 975.70 816.16
account
Total non-current liabilities (D) 51,129.13 901.63
Current liabilities Remeasurement of defined benefit plans (141.80) (143.43)
Contract liabilities 17 644.88 393.59
Financial liabilities [net of tax of H Nil (previous year : H37.18 Lakhs)]
(i) Borrowings 15 6,856.26 - Other comprehensive income/(loss) for the year (V) (141.80) (143.43)
(ii) Lease liabilities 31 6,801.80 -
(iii) Trade payables 18 Total comprehensive income for the year [(IV)+(V)] (5,843.71) 650.77
- Total outstanding dues of micro enterprises and small enterprises 136.43 67.50
- Total outstanding dues of creditors other than micro enterprises and small 30,880.22 31,177.02 Earnings per share - Basic and Diluted 29 (7.17) 1.00
enterprises [Nominal value per equity share H5 (31st March 2019: H5)]
(iv) Other financial liabilities 16 2,893.91 2,110.73
Other current liabilities 19 1,657.46 452.83
The accompanying notes form an integral part of these Standalone Ind AS Financial Statements.
Provisions 20 1,259.28 1,421.11
Total current liabilities (E) 51,130.24 35,622.78 This is the Standalone Ind AS Statement of Profit and Loss referred to in our report of even date.
TOTAL EQUITY AND LIABILITIES (C+D+E) 1,41,784.40 96,174.20
For S.R. Batliboi & Co. LLP For and on behalf of Board of Directors
Chartered Accountants
The accompanying notes form an integral part of these Standalone Ind AS Financial Statements. Firm registration number - 301003E/E300005
This is the Standalone Ind AS Balance Sheet referred to in our report of even date.
Kamal Agarwal Devendra Chawla Shashwat Goenka Sanjiv Goenka
Partner Chief Executive Officer Director Chairman
Firm registration number - 301003E/E300005 Membership number - 058652 and Managing Director DIN: 03486121 DIN: 00074796
DIN: 03586196
Kamal Agarwal Devendra Chawla Shashwat Goenka Sanjiv Goenka Place : Gurugram Place : Kolkata Place : Kolkata
Membership number - 058652 and Managing Director DIN: 03486121 DIN: 00074796
Rahul Nayak Rama Kant Kumar Tanmay
DIN: 03586196
Place : Gurugram Place : Kolkata Place : Kolkata Whole-time Director Company Secretary Chief Financial Officer
DIN: 06491536
Place : Kolkata Place : Mumbai Place : Kolkata Place : Mumbai
Whole-time Director Company Secretary Chief Financial Officer
DIN: 06491536 Date : 29th June 2020 Date : 29th June 2020

Date : 29th June 2020 Date : 29th June 2020

Standalone Ind AS Statement of Changes in Equity for the year ended 31st March 2020 Standalone Ind AS Cash flow Statement for the year ended 31st March 2020
H in Lakhs
A. Equity share capital
For the year ended For the year ended
31st March 2020 31st March 2019 31st March 2020 31st March 2019
No. of shares H in Lakhs No. of shares H in Lakhs Operating Activities
Balance at the beginning of the year 7,95,34,226 3,976.71 - - Profit / (loss) before tax (5,701.91) 972.72
Equity shares allotted pursuant to the Scheme - - 7,95,34,226 3,976.71 Adjustments :
(refer note 41) Depreciation and amortisation 10,496.18 2,454.86
Balance at the end of the year 7,95,34,226 3,976.71 7,95,34,226 3,976.71 Provision for bad and doubtful debts 947.06 94.24
Provision for doubtful store lease deposit 49.79 -
B. Other Equity Provision for decommissioning liability 25.54 53.62
H in Lakhs Provision for obsolete stocks 282.31 222.71
Reserve and Surplus Total Interest on non-cumulative non-convertible redeemable preference 8.96 7.43
31st March 2020 shares
Capital reserve Retained earnings Finance cost 6,052.58 37.39
Balance as at 1st April 2018 55,965.23 (942.92) 55,022.31 Fair value gain on investments measured at fair value through profit or (879.75) (247.04)
Profit for the year - 794.20 794.20 loss (FVTPL)
Remeasurement of defined benefit plans - (143.43) (143.43) Gain on sale of investments (411.86) (100.92)
Balance at 31st March 2019 55,965.23 (292.15) 55,673.08 Interest income (649.59) (1,824.52)
Adjustment on account of adoption of Ind AS 116 - (14,281.05) (14,281.05) Gain on sale of property, plant and equipment (40.84) (27.28)
Leases [(Refer Note 2.1(b) & Note 31] Reversal of net liability on termination of lease (395.80) -
Balance at 1st April 2019 after adjustment 55,965.23 (14,573.20) 41,392.03 Cash from operations before working capital changes 9,782.67 1,643.21
Loss for the year - (5,701.91) (5,701.91) Working capital changes:
Remeasurement of defined benefit plans - (141.80) (141.80) (Increase)/decrease in inventories 3,636.79 (2,955.71)
Balance at 31st March 2020 55,965.23 (20,416.91) 35,548.32 (Increase) in trade receivables (2,498.71) (941.33)
(Increase) in loans (869.93) (386.42)
Decrease in other financial assets 10.77 215.85
The accompanying notes form an integral part of these Standalone Ind AS Financial Statements. (Increase)/decrease in other assets 344.42 (1,119.33)
This is the Standalone Ind AS Statement of Changes in Equity referred to in our report of even date. Increase/ (decrease) in trade payables (227.85) 3,290.43
Increase in financial liabilities 436.90 189.23
For S.R. Batliboi & Co. LLP For and on behalf of Board of Directors Increase in other current liabilities 613.32 103.42
Chartered Accountants Increase in contract liabilities 251.29 32.20
Firm registration number - 301003E/E300005 (Decrease) in provisions (169.63) (304.60)
Cash flow generated from / (used in) operating activities 11,310.04 (233.05)
Income taxes paid (657.97) (516.76)
Net cash generated from / (used in) operating activities (A) 10,652.07 (749.81)
Kamal Agarwal Devendra Chawla Shashwat Goenka Sanjiv Goenka Investing Activities
Partner Chief Executive Officer Director Chairman Purchase of property, plant and equipments, including intangible assets, (3,813.53) (4,504.70)
Membership number - 058652 and Managing Director DIN: 03486121 DIN: 00074796 capital work in progress and capital advances
DIN: 03586196 Proceeds from sale of property, plant and equipments 51.91 64.32
Place : Gurugram Place : Kolkata Place : Kolkata Payment towards acquisition of wholly owned subsidiary in a business (17,438.04) -
combination
Investment in subsidiary companies (5,800.00) (625.00)
Rahul Nayak Rama Kant Kumar Tanmay Investment in alternative investment fund (202.50) (375.00)
Whole-time Director Company Secretary Chief Financial Officer Proceeds from alternative investment fund 14.31 29.06
Purchase of mutual fund units (49,983.69) (18,418.07)
DIN: 06491536
Proceeds from sale of mutual fund units 51,378.94 17,537.53
Place : Kolkata Place : Mumbai Place : Kolkata Place : Mumbai Investment in bank deposits (20.50) (34,424.80)
Date : 29th June 2020 Date : 29th June 2020 Redemption / maturity of bank deposits 19,036.64 40,333.11
Inter corporate deposit given (3,600.00) -
Inter corporate deposit received back 3,600.00 -
Interest received 389.58 2,017.03
Net cash generated from / (used in) investing activities (B) (6,386.88) 1,633.48

Standalone Ind AS Cash-flow Statement for the year ended 31st March 2020 Notes to Standalone Ind AS financial statements as at and for the year ended 31st March 2020
H in Lakhs
For the year ended For the year ended 1. Corporate Information
31st March 2020 31st March 2019 Spencer’s Retail Limited (“the Company”) was incorporated as RP-SG Retail Limited, a public limited company
Financing Activities incorporated under the provisions of the Companies Act, 2013 (“the Act”), pursuant to the certificate of incorporation
Repayment of lease liabilities (principle) (4,957.49) -
dated 8th February 2017, under the corporate identity number L74999WB2017PLC219355 having its registered office
Proceeds from non-current borrowings 3,000.00 -
at Duncan House, 31, Netaji Subhas Road, Kolkata - 700001. The name of the Company was changed from “RP-SG
Net movement in current borrowings 6,856.26 -
Interest paid (6,003.27) (9.28) Retail Limited” to “Spencer’s Retail Limited” vide certificate of incorporation pursuant to change of name issued by the
Net cash used in financing activities (C) (1,104.50) (9.28) Registrar of Companies, Kolkata dated 13th December 2018.
Net increase in cash and cash equivalents (A+B+C) 3,160.69 874.39 The Company is primarily engaged in developing, conducting and promoting organised retail and operates departmental
Cash and cash equivalents at the beginning of the year 2,802.52 1,928.13
and neighbourhood stores under various formats across the country.
Cash and cash equivalents at the end of the year 5,963.21 2,802.52
Components of cash and cash equivalents : Information on related party relationships of the Company is provided in Note 37.
Balance with banks in current accounts 5,318.40 1,360.80
Balance with credit card, e-wallet companies and others 289.71 777.31 2.1 Basis of preparation
Cash on hand 355.10 664.41 (a) Statement of compliance
Total cash and cash equivalents (refer note 8) 5,963.21 2,802.52
The financial statements of the Company have been prepared in accordance with Indian Accounting Standards
Change in liabilities arising from financing activities : (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time)
H in Lakhs and presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule
Particulars As at Cash flows Non-cash As at III), as applicable to the Standalone Ind AS financial statements.
1st April 2019 Inflow/(outflow) changes 31st March 2020
Accordingly, the Company has prepared these Standalone Ind AS financial statements which comprises the
Other Financial Liabilities - Preference Shares 85.47 - 8.96 94.43
Balance Sheet as at 31 March, 2020, the Statement of Profit and Loss, the Cash Flows statement and the Statement
Non Current Borrowings - 3,000.00 - 3,000.00
of Changes in Equity for the year ended as on that date, and accounting policies and other explanatory information
Current Borrowings - 6,856.26 - 6,856.26
(together hereinafter referred to as “Standalone Ind AS financial statements” or “financial statements”).
Lease Liabilities [refer note 31] 50,900.05 (4,957.49) 8,585.04 54,527.60
These financial statements have been prepared in accordance with the accounting policies, set out below and were
H in Lakhs
consistently applied to all periods presented unless otherwise stated.
Particulars As at Cash flows Non-cash As at
1st April 2018 Inflow/(outflow) changes 31st March 2019 These financial statements of the Company for the year ended 31st March, 2020 were approved for issuance in
Other Financial Liabilities - Preference Shares 78.04 - 7.43 85.47 accordance with the resolution of the Board of Directors on 29th June 2020.
(b) Changes in accounting policies and disclosures
Non-cash Investing activities includes addition to Right-of-Use assets (refer note 31) New and amended standards
The Company applied Ind AS 116 Leases for the first time. The nature and effect of the changes as a result of
The accompanying notes form an integral part of these Standalone Ind AS Financial Statements.
adoption of this new accounting standard is described below.
This is the Standalone Ind AS Cash flow Statement referred to in our report of even date.
Ind AS 116 supersedes Ind AS 17 Leases including its appendices (Appendix A of Ind AS 17 Operating Leases-
For S.R. Batliboi & Co. LLP For and on behalf of Board of Directors Incentives, Appendix B of Ind AS 17 Evaluating the Substance of Transactions Involving the Legal Form of a Lease
Chartered Accountants and Appendix C of Ind AS 17 Determining whether an Arrangement contains a Lease). The standard sets out the
Firm registration number - 301003E/E300005 principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account
for all leases under a single on-balance sheet model.
Lessor accounting under Ind AS 116 is substantially unchanged under Ind AS 17, Lessors will continue to classify
Kamal Agarwal Devendra Chawla Shashwat Goenka Sanjiv Goenka leases as either operating or finance leases under similar principles as in Ind AS 17. Therefore, Ind AS 116 did not
Partner Chief Executive Officer Director Chairman have any impact for leases where the Company is the lessor.
DIN: 03586196 Effective 1st April 2019 the Company adopted Ind AS 116 “Leases” and applied the standard to all lease contracts
Place : Gurugram Place : Kolkata Place : Kolkata existing on 1st April 2019 using the modified retrospective method and has taken the cumulative adjustment to
retained earnings, on the date of initial application as on 1st April 2019. Consequently, the Company recorded the
lease liability at the present value of the lease payments discounted at the incremental borrowing rate and the right
Rahul Nayak Rama Kant Kumar Tanmay of use asset at its carrying amount as if the standard had been applied since the commencement date of the lease,
Whole-time Director Company Secretary Chief Financial Officer but discounted at the Company’s incremental borrowing rate at the date of initial application. Comparatives as at
DIN: 06491536 and for the year ended 31st March 2019 have not been retrospectively adjusted and therefore will continue to be
reported under the accounting policies as per Ind AS 17 ‘Leases’ applicable till 31st March, 2019.
Date : 29th June 2020 Date : 29th June 2020 On transition, the adoption of the new standard resulted in recognition of Right-of-Use assets of H38,926.24 Lakhs
and a lease liability of H50,900.05 Lakhs (refer note 31). The cumulative effect of applying the standard, amounting
to H14,281.05 Lakhs was debited to retained earnings. In the current year, operating lease expenses which were
recognised as other expenses in previous years is now recognised as depreciation expense for right-of-use asset

Notes to Standalone Ind AS financial statements as at and for the year ended 31st March 2020 Notes to Standalone Ind AS financial statements as at and for the year ended 31st March 2020
and finance cost for interest accrued on lease liability. Pursuant to above, loss before tax for the year ended 31st 2.2 Significant accounting policies
March 2020 is increased by H1,230.00 Lakhs and to this extent, results for the year ended 31st March 2020 are not (a) Current and non-current classification
comparable with previous year.
An asset is treated as current when it is:
The following is the summary of practical expedients elected on initial application: - Expected to be realised or intended to be sold or consumed in normal operating cycle or
a) Applied a single discount rate to a portfolio of leases with reasonably similar characteristics - Held primarily for the purpose of trading or
b) Applied the short-term leases exemptions to leases with lease term that ends within 12 months of the date of - Expected to be realised within twelve months after the reporting period, or
initial application. - Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve
c) Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application months after the reporting period
All other assets are classified as non-current.
d) Used hindsight in determining the lease term where the contract contained options to extend or terminate the
lease A liability is current when:
- It is expected to be settled in normal operating cycle or
The Company elected to use the transition practical expedient to not reassess whether a contract is or contains a
lease at 1st April 2019. Instead, the Company applied the standard only to contracts that were previously identified - It is held primarily for the purpose of trading or
as leases applying Ind AS 17 and Appendix C to Ind AS 17 at the date of initial application. - It is due to be settled within twelve months after the reporting period, or
(c) Basis of measurement - There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting
period
The financial statements have been prepared on accrual basis under historical cost convention, except for the
following assets and liabilities, which had been measured at fair value as required by the relevant Ind AS: The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity
instruments do not affect its classification.
- Certain Financial Assets and Liabilities (refer accounting policy regarding Financial Instruments);
- Defined Employee Benefit plans The Company classifies all other liabilities as non-current.
- Contingent consideration in a business combination Deferred tax assets and liabilities are classified as non-current assets and liabilities respectively.
(d) Functional and presentation currency (b) Foreign currency transactions

These financial statements are presented in Indian Rupee (H), which is also the Company’s functional currency. All Transactions in foreign currencies are translated into the functional currency of the Company at the exchange
amounts have been rounded off to the nearest Lakhs, unless otherwise indicated. rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are
translated into the functional currency at the exchange rate prevailing at the reporting date. Non-monetary assets
(e) Use of estimates and judgments and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the
The preparation of the financial statements in conformity with Ind AS requires management to make judgments, exchange rate when the fair value was determined. Non-monetary assets and liabilities that are measured based on
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, historical cost in a foreign currency are translated at the exchange rate at the date of initial transaction. Exchange
liabilities, income, expenses and disclosures of contingent assets and liabilities at the date of these financial differences are recognised in the Statement of Profit and Loss in the year in which they arise.
statements and the reported amounts of revenues and expenses for the years presented. These judgments and
estimates are based on management’s best knowledge of the relevant facts and circumstances, having regard to (c) Property, plant and equipment (PPE)
previous experience, but actual results may differ materially from the amounts included in the financial statements. (i) Recognition and measurement
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are Items of property, plant and equipment are stated at cost less accumulated depreciation and accumulated
recognised in the years in which the estimate is revised and future years affected. impairment losses, if any.
The information about significant areas of estimation uncertainty and critical judgments in applying accounting The cost of an item of property, plant and equipment comprises its purchase price inclusive of nonrefundable
policies that have the most significant effect on the amounts recognized in the financial statements are as given duties and taxes, incidental expenses, erection/commissioning expenses, borrowing cost, any directly
below: attributable cost of bringing the item to its working condition for its intended use and costs of dismantling and
removing the item and restoring the site on which it is located. Trade discounts and rebates are deducted from
(i) Useful life and residual value of property, plant and equipment and intangible assets - Note 2.2 (c), (e), 3 & 4 the purchase price.
(ii) Determining the fair values of investments - Note 2.2(g), 6 Expenditure incurred in setting up of stores are capitalised as a part of lease hold improvements. Upto 31st March
(iii) Recognition and measurement of provisions and contingencies: key assumptions about the likelihood and 2019, the present value of the expected cost to be incurred on removal (“restoration cost” or “Decommissioning
magnitude of an outflow of resources - Note 2.2 (j), 20 & 30 (a) liability”) of assets at the time of store closure is included in the cost of lease hold improvements. With effect
from 1st April 2019 restoration cost is capitalised with right-of-use assets.
(iv) Measurement of defined benefit obligations: key actuarial assumptions - Note 2.2(i), 36
A fixed asset is eliminated from the financial statements on disposal or when no further benefit is expected
(v) Impairment of financial assets: key assumptions used in estimating recoverable cash flows - Note 2.2 (g) & 38 from its use and disposal. Any gain or loss on disposal of an item of property, plant and equipment is recognised
(vi) Non recognition of deferred tax assets - Note 2.2 (p)(ii) & 34 in Statement of Profit and Loss.
(vii) Transition policy, choice, discounting rate and lease term for accounting of Right-of-use assets and lease (ii) Depreciation methods, estimated useful lives and residual value
liabilities under Ind AS 116 - Note 2.1(c), 2.2(o) and Note 31 Depreciation is calculated using the straight line method to allocate their cost, net of their residual values on
the basis of useful lives prescribed in Schedule II to the Act and based on management’s estimate of useful
lives. The management believes that these estimated useful lives are realistic and reflect fair approximation of
the period over which the assets are likely to be used. Expenditure in respect of improvements, etc. carried out

at the rented / leased premises are depreciated over the initial period of lease or useful life of assets, whichever method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period.
is lower. The residual values, useful lives and methods of depreciation of property, plant and equipment are Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied
reviewed at each financial year end and adjusted prospectively, if appropriate. in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes
in accounting estimates.
Depreciation is calculated on a straight line basis using the rates arrived based on the useful lives estimated by
the management, which are as follows: Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually. The assessment
Class of assets Management estimate of useful life of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the
Computer hardware 3 to 6 years change in useful life from indefinite to finite is made on a prospective basis.
Furniture and fixtures 3 to 15 years (f) Inventories
Vehicles 5 years Inventories of traded goods, finished goods and packing materials are valued at lower of cost and net realisable
Office equipments 5 years value. Cost of inventories comprise costs of purchase and other costs incurred in bringing the inventories to their
Plant and machineries 15 to 25 years present condition and location. Cost is determined under moving weighted average method. Costs of purchased
Based on the internal assessment carried out by the in-house technical team, management believes that the inventory are determined after deducting rebates and discounts.
residual value and useful lives as given above best represents the period over which management expects to Raw materials are valued at lower of cost and net realisable value. However, materials held for use in production of
use these assets. Hence, the useful lives for these assets are different from the useful lives as prescribed under inventories are not written down below cost if the finished products in which they will be incorporated are expected
part C of schedule II of the companies act 2013. to be sold at or above cost. Cost is determined on a weighted average basis.
(iii) Capital work in progress (CWIP) Obsolete, slow moving and damaged stock is valued at lower of cost less provision and net realisable value. Such
Capital work-in-progress includes cost of property, plant and equipment under installation / under development inventories are identified from time to time and where necessary a provision is made for such inventories.
net off impairment loss, if any, as at the balance sheet date. Directly attributable expenditure incurred on project
Net realisable value is the estimated selling price in the ordinary course of business, less estimated cost necessary
under implementation are shown under CWIP. At the point when an asset is capable of operating in the manner
to make the sale.
intended by management, the capital work in progress is transferred to the appropriate category of property,
plant and equipment. (g) Financial instruments
(d) Impairment of non-financial assets A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.
The carrying amount of assets is reviewed at each balance sheet date, to determine if there is any indication of
impairment based on the internal/external factors. An impairment loss is recognized wherever the carrying amount (i) Financial Assets
of assets exceeds its recoverable amount which is the greater of net selling price and value in use of the respective Initial recognition and measurement
assets. In assessing the value in use, the estimated future cash flows are discounted to their present value using a Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value
pre-tax discount rate that reflects current market assessment of the time value of money and risk specific to the through other comprehensive income (FVOCI), and fair value through profit or loss (FVTPL).
asset. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash flows. The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow
characteristics and the Company’s business model for managing them. With the exception of trade receivables
(e) Intangible assets that do not contain a significant financing component or for which the Company has applied the practical
Intangible assets acquired separately are measured on initial recognition at cost, which includes purchase price expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset
and any cost directly attributable to bringing the asset to the conditions necessary for it to be capable of operating not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant
in the manner intended by management. Following initial recognition, intangible assets are carried at cost less any financing component or for which the Company has applied the practical expedient are measured at the
accumulated amortisation and accumulated impairment losses, if any. transaction price determined under Ind AS 115.
All relatable expenditure incurred with respect to developing designs which are capable of being used for more than Upon initial recognition, the Company can elect to classify irrevocably its equity investments as equity
one season are capitalised and amortised over the useful period of the design. instruments designated at fair value through OCI when they meet the definition of equity under Ind AS
The useful lives of intangible assets are assessed as either finite or indefinite. Finite life intangible assets are amortised 32 Financial Instruments: Presentation and are not held for trading. The classification is determined on an
using straight line method over the period of their expected useful lives. Estimated useful lives of intangible assets instrument-by-instrument basis. Equity instruments which are held for trading and contingent consideration
are as follows: recognised by an acquirer in a business combination to which Ind AS103 applies are classified as at FVTPL.
Class of assets Management estimate of useful life In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs
Computer softwares 6 years to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount
Know-how and licenses 10 years outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial
Designs 3 years assets with cash flows that are not SPPI are classified and measured at fair value through income statement,
Brand Indefinite life irrespective of the business model.
The Company’s business model for managing financial assets refers to how it manages its financial assets in
An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future
order to generate cash flows. The business model determines whether cash flows will result from collecting
economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset
contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in
cost are held within a business model with the objective to hold financial assets in order to collect contractual
the statement of profit and loss. When the asset is derecognised.
cash flows while financial assets classified and measured at fair value through OCI are held within a business
Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever model with the objective of both holding to collect contractual cash flows and selling.
there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation

The Company considers a financial asset in default when contractual payments are due for a period greater than
Subsequent measurement
a predefined period as per management policy. However, in certain cases, the Company may also consider a
For purposes of subsequent measurement, financial assets are classified in three categories: financial asset to be in default when internal or external information indicates that the Company is unlikely to
• Financial assets at amortised cost receive the outstanding contractual amounts in full before taking into account any credit enhancements held
by the Company. A financial asset is written off when there is no reasonable expectation of recovering the
• Financial assets designated at fair value through OCI (equity instruments)
contractual cash flows.
• Financial assets at fair value through profit or loss (FVTPL)
(ii) Financial Liabilities
Financial assets at amortised cost
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables,
A ‘financial asset’ is measured at the amortised cost if both the following conditions are met: net of directly attributable transaction costs. After initial recognition, Interest-bearing loans and borrowings are
a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash measured at amortised cost using the Effective Interest Rate (EIR) method. Gains and losses are recognised in
flows, and profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs
and interest (SPPI) on the principal amount outstanding. that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit
and loss.
After initial measurement, such financial assets are subsequently measured at amortised cost using the effective
interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance (iii) Offsetting financial instruments
income in the profit or loss. The losses arising from impairment are recognised in the profit or loss. The
Financial assets and liabilities are off set and the net amount is reported in the balance sheet where there is a
Company’s financial assets at amortised cost includes trade receivables, loans and other financial assets.
legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or
Financial assets designated at fair value through OCI (equity instruments) realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on
Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other future events.
income in the statement of profit and loss when the right of payment has been established, except when the (iv) Fair value measurement
Company benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case,
The Company measures financial instruments, such as, equity share, mutual funds etc. at fair value at each
such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to
balance sheet date.
impairment assessment.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
The Company elected to classify irrevocably its equity investments in subsidiaries under this category.
between market participants at the measurement date. The fair value measurement is based on the presumption
Financial assets at fair value through profit or loss (FVTPL): that the transaction to sell the asset or transfer the liability takes place either:
Financial assets at fair value through profit or loss are carried in the balance sheet at fair value with net changes - In the principal market for the asset or liability, or
in fair value recognised in the statement of profit and loss.
- In the absence of a principal market, in the most advantageous market for the asset or liability
This category includes investments in units of mutual funds, alternative investment fund. It also includes equity
The principal or the most advantageous market must be accessible by the Company.
investments which the Company had not irrevocably elected to classify at fair value through OCI. Dividends
on equity investments are recognised in the statement of profit and loss when the right of payment has been The fair value of an asset or a liability is measured using the assumptions that market participants would use
established. when pricing the asset or liability, assuming that market participants act in their economic best interest.
Derecognition: A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate
A financial asset is primarily derecognised (i.e. removed from the Company’s balance sheet) when: economic benefits by using the asset in its highest and best use or by selling it to another market participant
that would use the asset in its highest and best use.
- The rights to receive cash flows from the asset have expired, or
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient
- The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation data are available to measure fair value, maximising the use of relevant observable inputs and minimising the
to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ use of unobservable inputs.
arrangement; and either (a) the company has transferred substantially all the risks and rewards of the asset,
or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised
but has transferred control of the asset. In that case, the Company also recognises an associated liability. The within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair
transferred asset and the associated liability are measured on a basis that reflects the rights and obligations value measurement as a whole:
that the Company has retained. Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Impairment of financial assets Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement
The Company recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at is directly or indirectly observable
fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement
accordance with the contract and all the cash flows that the Company expects to receive, discounted at an
is unobservable
approximation of the original effective interest rate. The expected cash flows will include cash flows from the
sale of collateral held or other credit enhancements that are integral to the contractual terms. For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company
determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization
In accordance with Ind AS 109, the Company assesses on a forward-looking basis the expected credit loss
associated with its assets carried at amortised cost.

(based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each (j) Provisions (other than for employee benefits)
reporting period. A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation
The management determines the policies and procedures for both recurring fair value measurement, such as that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle
unquoted financial assets measured at fair value, etc. the obligation. The amount recognised as a provision is the best estimate of the expenditure required to settle
the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the
(h) Cash and cash equivalents obligation.
Cash and cash equivalent (including for Statement of Cash Flows) comprise cash at banks, cash on hand and short-
In an event when the time value of money is material, the provision is carried at the present value of the cash flows
term deposits with an original maturity of less than three months, which are subject to an insignificant risk of
estimated to settle the obligation.
changes in value.
When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract,
(i) Employee benefits
the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The
Short-term employee benefits expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as and when
Decommissioning liability
the related services are provided. A liability is recognised for the amount expected to be paid, if the Company has a
present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and Decommissioning costs are provided at the present value of expected costs to settle the obligation using estimated
the amount of obligation can be estimated reliably. cash flows and are recognised as part of the cost of the particular asset. The unwinding of the discount is expensed
as incurred and recognised in the statement of profit and loss as a finance cost. The estimated future costs of
Defined contribution plans decommissioning are reviewed annually and adjusted as appropriate. Changes in the estimated future costs or in
A defined contribution plan is a post-employment benefit plan under which an entity pays a fixed contribution the discount rate applied are added to or deducted from the cost of the asset.
and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to provident
and superannuation fund are recognised as an employee benefit expense in Statement of Profit and Loss when the
(k) Contingent liabilities
contributions to the respective funds are due. A contingent liability is a possible obligation that arises from a past event, with the resolution of the contingency
dependent on uncertain future events, or a present obligation that is not recognised because it is not probable that
Defined benefit plans an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Company’s cases where there is a liability that cannot be recognised because it cannot be measured reliably. The Company
gratuity benefit scheme is a defined benefit plan. The Company’s net obligation in respect of defined benefit plans is does not recognize a contingent liability but discloses its existence in the financial statements.
calculated by estimating the amount of future benefit that employees have earned in the current and prior periods,
discounting that amount and deducting the fair value of any plan assets.
(l) Revenue recognition
Revenue from contracts with customers is recognised when control of the goods or services are transferred to the
The calculation of defined benefit obligation is performed annually by a qualified actuary using the projected unit customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange
credit method. When the calculation results in a potential asset for the Company, the recognised asset is limited to for those goods or services.
the present value of economic benefits available in the form of any future refunds from the plan or reductions in
future contributions to the plans. The following specific recognition criteria must also be met before revenue is recognised:
Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts Sale of goods
included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts Revenue from sale of goods is recognised on delivery of merchandise to the customer, when the property in the
included in net interest on the net defined benefit liability), are recognised immediately in the balance sheet with a goods is transferred for a price, and significant risks and rewards have been transferred and no effective ownership
corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements control is retained. Revenue from the sale of goods is measured at the fair value of the consideration received
are not reclassified to profit or loss in subsequent periods. Past service costs are recognised in profit or loss on the or receivable, net of returns and allowances, trade discounts, volume rebates, Goods and Services tax (GST) and
earlier of: amounts collected on behalf of third parties.
- The date of the plan amendment or curtailment, and Where the Company is the principal in the transaction, the sales are recorded at their gross values. Where the
- The date that the Company recognises related restructuring costs Company is effectively the agent in the transaction, the cost of the merchandise is disclosed as a deduction from
the gross value.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company
recognises the following changes in the net defined benefit obligation as an expense in the statement of profit and The Company considers whether there are other promises in the contract that are separate performance obligations
loss: to which a portion of the transaction price needs to be allocated. Any amounts received for which the Company
does not have any separate performance obligation are considered as a reduction of purchase costs.
- Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-
routine settlements; and The Company has contracts with concessionaire whereby it facilitates in the sale of products of these concessionaires.
The inventory of the concessionaire does not pass to the Company till the product is sold. At the time of sale of
- Net interest expense or income
such inventory, the sales value along with the cost of inventory is disclosed separately as sale of goods and cost of
Compensated absences goods sold and forms part of Revenue in the Statement of Profit and Loss, only the net revenue earned i.e. margin is
The employees of the Company are entitled to compensated absences which are both accumulating and non- recorded as a part of revenue. Thus, the Company is an agent and records revenue at the net amount that it retains
accumulating in nature. The expected cost of accumulating compensated absences is measured on the basis of for its agency services.
an independent actuarial valuation using the projected unit credit method, for the unused entitlement that has Contract liabilities
accumulated as at the balance sheet date. Non-accumulating compensated absences are recognised in the period
A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a customer
in which the absences occur.
before the Company transfers the related goods or services. Contract liabilities are recognised as revenue when
the Company performs under the contract (i.e., transfers control of the related goods or services to the customer).

Other operating revenue commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for
Other operating revenue mainly represents recoveries made on account of advertisement for use of space by the the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification,
customers and other expenses recovered from suppliers. These are recognised and recorded over time or at the a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a
point in time based on the arrangements with concerned parties. change in an index or rate used to determine such lease payments) or a change in the assessment of an option to
purchase the underlying asset.
(m) Interest income
Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been
Interest income is recognised based on time proportion basis considering the amount outstanding and using the
classified as financing cash flows.
effective interest rate (EIR). Interest income is included as other income in the Statement of Profit and Loss.
Short-term leases
(n) Expenses
The Company applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that
All expenses are accounted for on accrual basis.
have a lease term of 12 months or less from the commencement date and do not contain a purchase option). Lease
(o) Leases payments on short-term leases is recognised as expense on a straight-line basis over the lease term.
Accounting policies applicable from 1st April 2019: Company as a lessor
Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any Leases for which the Company is a lessor is classified as a finance or operating lease. Whenever the terms of the
option to extend or terminate the lease, if the use of such option is reasonably certain. The Company makes an lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance
assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether it is reasonably lease. All other leases are classified as operating leases.
certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the
Company considers factors such as any significant leasehold improvements under taken over the lease term, costs Accounting policies applicable upto 31st March 2019:
relating to the termination of the lease and the importance of the underlying asset to its operations taking into A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially
account the location of the underlying asset and the availability of suitable alternatives. The lease term in future all the risks and rewards incidental to ownership to the Company is classified as a finance lease. All other leases
periods is reassessed to ensure that the lease term reflects the current economic circumstances. are operating lease. Operating lease payments as per terms of the agreement are recognised as an expense in the
Statement of Profit and Loss representing the time pattern of benefit to the Company as per specific lease terms.
The Company as a lessee
The Company’s lease asset classes primarily consist of leases for store. The Company assesses whether a contract (p) Income tax
contains a lease, at the inception of a contract. A contract is, or contains, a lease if the contract conveys the right Current Tax
to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to
contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or
involves the use of an identified asset (ii) The Company has substantially all of the economic benefits from use of substantively enacted, at the reporting date.
the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.
Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in
At the date of commencement of the lease, the Company recognizes a right-of-use assets (ROU) and a corresponding other comprehensive income or in equity). Management periodically evaluates positions taken in the tax returns
lease liability for all lease arrangements, in which it is a lessee, except for leases with a term of twelve months or less with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions
(short-term leases) and non-lease components (like maintenance charges, etc.). For these short-term leases and where appropriate.
non-lease components, the Company recognizes the lease rental payments as an operating expense.
Deferred tax
Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term.
Deferred tax is provided on temporary differences between the tax bases and accounting bases of assets and
ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.
liabilities at the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.
The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits
adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs
and any unused tax losses, to the extent that it is probable that taxable profit will be available against which the
less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment
deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized.,
losses and adjusted for any remeasurement of lease liabilities. The present value of the expected cost to be incurred
on removal of assets at the time of store closure (referred as “Decommissioning liability”) is included in the cost of The carrying amount of deferred tax assets is reviewed at each Balance Sheet date and reduced to the extent that it
right-of-use assets. is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be
utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent
Right-of-use assets are depreciated from the commencement date on a straight-line basis over the lease term.
that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Right-of-use assets are evaluated for recoverability whenever events or changes in circumstances indicate that
their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. Deferred tax liabilities are recognised for all taxable temporary differences.,
the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless
Deferred tax assets and liabilities are offset when there is legally enforceable right to offset current tax assets and
the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the
liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax
recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.
liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on net basis,
The lease liabilities are initially measured at the present value of the future lease payments. The lease payments or to realize the asset and settle the liability simultaneously.
include fixed payments (including in substance fixed payments) less any lease incentives receivable and amounts
(q) Business combination
expected to be paid under residual value guarantees. Variable lease payments that do not depend on an index or a
rate are recognised as expense. Business combination involving entities or businesses under common control are accounted for using the pooling
of interest method whereby the assets and liabilities of the combining entities / business are reflected at their
The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, carrying value and necessary adjustments, if any, have been given effect to as per the scheme approved by National
using the incremental borrowing rates for similar term of borrowing as the leases, for the Company. After the Company Law Tribunal.

(r) Compound instrument - non-cumulative non-convertible redeemable preference shares 3. Property, plant and equipment
H in Lakhs
Non-cumulative non-convertible redeemable preference shares where payment of dividend is discretionary and Leasehold Plant and Computer Vehicles Furniture Office Total
improvements machineries hardwares and fixtures equipments
which are mandatorily redeemable on a specific date, are classified as compound instruments. The fair value Gross carrying amount
of liabilities portion is determined by discounting amount repayable at maturity using market rate of interest. As at 1st April 2018 8,929.86 4,370.37 1,713.49 19.55 6,500.38 136.23 21,669.88
Additions during the year 1,985.01 941.32 459.62 - 1,361.34 8.26 4,755.55
Difference between proceed received and fair value of liability on initial recognition is included in equity, net of tax Disposals during the year 36.12 56.48 6.67 - 173.93 - 273.20
effects and not measured subsequently. Liability component of non-convertible redeemable preference shares are As at 31st March 2019 10,878.75 5,255.21 2,166.44 19.55 7,687.79 144.49 26,152.23
subsequently measured at amortised cost. The interest on these non-convertible redeemable preference shares are Additions during the year 1,174.05 392.27 327.55 - 616.40 0.46 2,510.73
Disposals during the year 37.28 - - - 26.88 - 64.16
recognised in profit or loss as finance costs. As at 31st March 2020 12,015.52 5,647.48 2,493.99 19.55 8,277.31 144.95 28,598.80
(s) Segment reporting Accumulated depreciation

As at 1st April 2018 2,394.63 1,124.24 1,092.34 18.22 2,810.97 26.92 7,467.32
Operating segment are reported in a manner consistent with the internal reporting provided to the chief operating Depreciation for the year 725.43 497.39 313.44 0.51 696.15 14.73 2,247.65
decision maker. (refer note 27)
Disposals for the year 32.80 48.89 3.56 - 150.90 - 236.15
(t) Borrowing cost As at 31st March 2019 3,087.26 1,572.74 1,402.22 18.73 3,356.22 41.65 9,478.82
Depreciation for the year 1,947.42 485.15 299.31 0.29 695.00 11.66 3,438.83
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes (refer note 27)
Disposals for the year 37.28 - - - 17.67 - 54.95
a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All As at 31st March 2020 4,997.40 2,057.89 1,701.53 19.02 4,033.55 53.31 12,862.70
other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other
costs that an entity incurs in connection with the borrowing of funds. Net carrying amount
As at 31st March 2020 7,018.12 3,589.59 792.46 0.53 4,243.76 91.64 15,736.10
As at 31st March 2019 7,791.49 3,682.47 764.22 0.82 4,331.57 102.84 16,673.41
(u) Earnings per share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders Capital work in progress J in Lakhs
As at 1st April 2018 15.04
of the company by the weighted average number of equity shares outstanding during the period. For the purpose Addition during the year 5,046.00
of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders of Less : Capitalised to Property, plant and 4,955.33
equipment and intangible assets during
the company and the weighted average number of shares outstanding during the period are adjusted for the effects the year
of all dilutive potential equity shares. As at 31st March 2019 105.71
Addition during the year 3524.50
(v) Cash flow Statement Less : Capitalised to Property, plant and 2762.86
equipment and intangible assets during
Cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects of the year
As at 31st March 2020 867.35
transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments
and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, Note : Refer note 15 for hypothecation of Property, plant and equipment.
investing and financing activities of the Company are segregated.
4. Other intangible assets
(w) Measurement of EBITDA H in Lakhs
The Company has elected to present Earnings (including interest income) before Interest expense, tax, depreciation Computer Know-how Designs Brand* Total
and amortisation (EBITDA) as a separate line item on the face of the Statement of Profit and Loss. softwares and licenses
Gross carrying amount
(x) Changes in accounting policies and disclosures due to new and amended standards having no As at 1st April 2018 807.94 295.05 - 8,625.00 9,727.99
material impact Additions during the year 83.05 - 116.73 199.78
Following are the amendments and interpretations issued during the year ended 31st March 2020, but either are As at 31st March 2019 890.99 295.05 116.73 8,625.00 9,927.77
not applicable on the Company or do not have a material impact on these financial statements of the Company. Additions during the year 49.18 - 202.95 - 252.13
Disposals during the year - 37.23 - - 37.23
The Company has not early adopted any standards or amendments that have been issued but are not yet effective/
As at 31st March 2020 940.17 257.82 319.68 8,625.00 10,142.67
notified :
- Amendments to Ind AS 109 - Prepayment Features with Negative Compensation Accumulated amortisation
As at 1st April 2018 362.87 178.03 - - 540.90
- Amendments to Ind AS 19 - Plan Amendment, Curtailment or Settlement
Amortisation for the year (refer note 27) 128.98 54.67 23.56 - 207.21
- Amendments to Ind AS 28 - Long-term interests in associates and joint ventures As at 31st March 2019 491.85 232.70 23.56 - 748.11
- Annual improvement to Ind AS 103 - Business Combinations Amortisation for the year (refer note 27) 96.83 29.46 67.77 - 194.06
Disposals for the year - 35.37 - - 35.37
- Annual improvement to Ind AS 111 - Joint Arrangements
As at 31st March 2020 588.68 226.79 91.33 - 906.80
- Annual Improvement to Ind AS 23 - Borrowing Costs
- Appendix C to Ind AS 12 Uncertainty over Income Tax Treatment Net carrying amount
As at 31st March 2020 351.49 31.03 228.35 8,625.00 9,235.87
- Annual improvement on - Income tax
As at 31st March 2019 399.14 62.35 93.17 8,625.00 9,179.66
* Brand has been considered to have an indefinite useful life taking into account that there are no technical, technological,
commercial risks of obsolescence or limitations under contract or law. It is tested for impairment annually.
No impairment charges were recognised for the year ended 31st March 2020 (31st March 2019: Nil). The Company has

4. Other intangible assets (continued) 6. Investments (continued)
H in Lakhs
a single operating segment i.e. organised retail which is the only Cash Generating Unit (CGU). As at As at
The Company tests whether brand has suffered any impairment on an annual basis. The recoverable amount has been 31st March 2020 31st March 2019
determined based on value in use for current and previous financial year. Value in use has been determined based on Current
Quoted
relief from royalty method using future cash flows, after considering current economic conditions and trends, estimated
Investment in mutual fund (at FVTPL)
future operating results, growth rates and anticipated future economic conditions. The calculations are based on relief
IDFC Ultra Short Term Fund - Direct Plan - - 983.39
from royalty method using cash flow projections based on financial budgets approved by management covering a five
Growth: Nil units (31st March 2019: 9,272,911.634 Units of H10.605 each )
year period. The cash flows beyond the period of five years have been extrapolated at a rate of 4.50% per annum, based - 983.39
on the long-term average growth rate for the entity’s business. The pre-tax discount rate of 20.24% per annum is based Aggregate book value of quoted investment - 983.39
on the Weighted Average Cost of Capital (WACC) which represents the weighted average return attributable to all the Aggregate market value of quoted investments - 983.39
assets of the CGU. Aggregate value of unquoted investments 31,617.07 6,719.79
The management believes that any reasonably possible change in the key assumptions would not cause the carrying
7. Trade receivables
amount to exceed the recoverable amount of the CGU.
(Unsecured)
H in Lakhs
5. Inventories As at As at
(at the lower of cost and net realisable value) 31st March 2020 31st March 2019
H in Lakhs - Considered good 6,119.42 4,567.77
As at As at - Significant increase in credit risk 1,122.81 175.74
31st March 2020 31st March 2019 7,242.23 4,743.51
Raw materials 86.62 78.01 Impairment allowance:
Finished goods 121.73 36.85 - Significant increase in credit risk (1,122.81) (175.74)
Stock-in-trade 22,558.63 26,567.08 6,119.42 4,567.77
Packing materials 296.05 300.19
23,063.03 26,982.13 Refer note 37 for receivables from related parties.
6. Investments 8. Cash and cash equivalents

H in Lakhs
H in Lakhs
As at As at
As at As at
Balance with banks in current accounts 5,318.40 1,360.80
(i) Non-current
Balance with credit card, e-wallet companies and others 289.71 777.31
Unquoted
Cash on hand 355.10 664.41
Investments in equity instruments
5,963.21 2,802.52
Wholly owned subsidiaries : (At FVTOCI)
Natures Basket Limited : 492,580,000 equity shares (31st March 2019: Nil 22,704.35 -
9. Bank balances other than Cash and cash equivalents above
equity shares) of H10 each, fully paid up [refer note (i) below] H in Lakhs
As at As at
Omnipresent Retail India Private Limited : 56,546,569 equity shares (31st 6,568.58 5,443.58 31st March 2020 31st March 2019
March 2019: 45,296,569 equity shares) of H10 each, fully paid up Deposits with original maturity of more than 3 months - 19,101.32
and less than 12 months
Others : (at FVTOCI) - 19,101.32
Retailer's Association of India: 10,000 equity shares (31st March 2019: 1.00 1.00
10,000 equity shares) of H10 each, fully paid up 10. Loans
(Unsecured)
Investment in Alternative Investment Fund (at FVTPL) H in Lakhs
Fireside Ventures Investment Fund I : 1307.196 units (31st March 2019: 2,343.14 1,275.21 As at As at
1,104.696 units) of face value H100,000 each 31st March 2020 31st March 2019
31,617.07 6,719.79 Security Deposits
- Considered good 4,418.46 3,362.17
(i) On 4th July 2019, the Company has acquired 445,830,000 fully paid-up equity shares of H10 each, consisting 100% - Significant increase in credit risk 20.89 13.42
shareholding stake of Natures Basket Limited from Godrej Industries Limited, at an enterprise value of H30,000.00 - Credit impaired 181.79 131.99
lakhs settled through cash and takeover of outstanding debts. Consequent to this acquisition, Natures Basket Limited 4,621.14 3,507.58
Impairment allowance:
has become as a wholly owned subsidiary of the Company. Post-acquisition, during the year, the Company has
- Significant increase in credit risk (20.89) (13.42)
further infused H4,675.00 lakhs as equity investment in Natures Basket Limited.
- Credit impaired (181.79) (131.99)
(202.68) (145.41)
4,418.46 3,362.17

11. Other financial assets 13. Equity share capital (continued)
(Unsecured and considered good)
H in Lakhs (a) Reconciliation of the shares outstanding at the beginning and at the end of the year:
As at As at
As at 31st March 2020 As at 31st March 2019
No. of shares H in Lakhs No. of shares H in Lakhs
(i) Non-current
Equity shares
Margin money deposit* 256.24 171.06
At the beginning of the year 7,95,34,226 3,976.71 - -
Interest accrued on bank deposits 2.32 2.79
Equity shares issued pursuant to the Scheme - - 7,95,34,226 3,976.71
Advances to employees - 1.13
258.56 174.98 [refer note 41,2.2(q),note (i) below]
(ii) Current At the end of the year 7,95,34,226 3,976.71 7,95,34,226 3,976.71
Note :
Advances to employees 74.63 39.83
Other receivables 39.70 84.14 (i) 79,534,226 equity shares of H5 each amounting to H3,976.71 Lakhs is the equity share capital of the Company
114.66 141.30 effective from 1st October 2017 pursuant to scheme of arrangement approved by the NCLT (National Company
Law Tribunal). The aforesaid shares were pending allotment as on 31st March 2018. On 14th November 2018, the
* Margin money deposit of H256.24 Lakhs (31st March 2019: H171.06 Lakhs) are encumbered with banks against bank
equity shares were issued and since transferred to equity share capital.
guarantees.
(b) Rights, preferences and restrictions attached to equity shares:
12. Other assets
(Unsecured and considered good) The Company has only one class of equity shares having a par value of H5 per share. Each holder of equity shares
H in Lakhs is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be
As at As at entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution
31st March 2020 31st March 2019 will be in proportion to the number of equity shares held by the shareholders.
(i) Non-current
Capital advances 158.67 39.48 (c) Particulars of shareholders holding more than 5% shares of fully paid up equity shares:
Advances other than capital advances: As at 31st March 2020 As at 31st March 2019
Prepaid expenses - 2,032.24 No. of shares % No. of shares %
Deposits for claims and tax disputes 34.74 34.72 Rainbow Investments Limited 3,80,32,979 47.82% 3,80,32,979 47.82%
193.41 2,106.44
(ii) Current (d) Aggregate number of shares issued for consideration other than cash during the period of five
Advances for goods and services 661.33 650.30 years immediately preceding the reporting date:
Prepaid expenses 561.71 1,066.39 As at As at As at As at
Balance with Statutory / Government authorities 541.89 758.75
1,764.93 2,475.44
Equity shares of H5 each allotted as fully 7,95,34,226 7,95,34,226 - -
13. Equity share capital paid-up pursuant to the Scheme
As at 31st March 2020 As at 31st March 2019 [refer note 41 & 2.2 (q)]
No. of shares H in Lakhs No. of shares H in Lakhs Preference shares of H100 each allotted as 5,00,000 5,00,000 - -
Authorised: fully paid-up pursuant to the Scheme
Equity shares of H5 each 2,99,01,00,000 1,49,505.00 2,99,01,00,000 1,49,505.00 [refer note 41 & 2.2 (q)]
Preference shares of H100 each* 5,00,000 500.00 5,00,000 500.00
Note: As the Company was incorporated on 8th February 2017, disclosure of number of shares issued for consideration
2,99,06,00,000 1,50,005.00 2,99,06,00,000 1,50,005.00
other than cash for the year ended 31st March 2016 is not applicable and hence not disclosed.
Issued, subscribed and fully paid-up:
Equity shares of H5 each 7,95,34,226 3,976.71 7,95,34,226 3,976.71
7,95,34,226 3,976.71 7,95,34,226 3,976.71
* 0.01% non-cumulative non-convertible redeemable preference shares of H100 each issued are classified as financial
liability [refer note 16(i)].
Note : With approval of the Board of Directors on 11th February 2020, to issue further shares on Rights basis for an
amount aggregating upto H8,000.00 Lakhs to existing eligible equity shareholders, the Company had filed Draft Letter
of Offer (“DLOF”) dated 12th May 2020 with Securities and Exchange Board of India (SEBI) and with the concerned stock
exchanges.

14. Other equity 15. Borrowings (continued)
H in Lakhs
As at As at H in Lakhs
As at As at
Capital reserve 31st March 2020 31st March 2019
Balance as at beginning of the year 55,965.23 55,965.23 Current Borrowings
Balance as at end of the year (a) 55,965.23 55,965.23 Working Capital Loan from Bank (secured) 4,000.00 -
Retained earnings Invoice financing facility from Bank (unsecured) 2,856.26 -
Balance as at beginning of the year (292.15) (942.92) 6,856.26 -
Adjustment on account of adoption of Ind AS 116 Leases [(Refer Note (14,281.05) -
Working Capital Loan from Bank
2.1(b) & Note 31]
Balance as at beginning of the year after adjustment (14,573.20) (942.92) a) Working Capital loan from Bank is secured by first part passu charge by way of hypothecation over entire current
Profit / (loss) for the year (5,701.91) 794.20 assets of the Company and Second part passu charge by way of Hypothecation over moveable fixed assets of the
Remeasurement of defined benefit plans (141.80) (143.43) company.
Balance as at end of the year (b) (20,416.91) (292.15) b) Working Capital loan carries interest @ 6 Month MCLR plus 0.10% p.a. i.e. 9.50% p.a. at the year end payable at
monthly rest. It is payable on demand.
Total Other Equity (a) + (b) 35,548.32 55,673.08
c) Invoice financing facility carries interest at MCLR plus applicable margin (i.e. 9.95% p.a. at the year end) Loan is
Note : payable in maximum period of 90 days.
(a) Capital Reserves (refer note 41)
16. Other financial liabilities
The Capital Reserve had arisen pursuant to the composite Scheme of Arrangement amongst the Company, CESC
(i) Non Current
Limited and eight other companies and their respective shareholders which has been made effective from 1st H in Lakhs
October 2017, being appointed date, as approved by Hon’ble National Company Law Tribunal (NCLT). As at As at
(b) Retained earnings 31st March 2020 31st March 2019
Non-cumulative non-convertible redeemable preference shares
Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any transfers to general 0.01% non-cumulative non-convertible redeemable preference shares 94.43 85.47
reserve, dividends or other distributions paid to shareholders. Retained earnings includes re-measurement loss / of H100 each: 500,000 shares (31st March 2019 : 500,000 shares) issued
(gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss. Retained pursuant to the Scheme (refer note 41)
earnings is a free reserve available to the Company and eligible for distribution to shareholders, in case where it is 94.43 85.47
having positive balance representing net earnings till date.
Rights, preferences and restrictions attached to preference shares :
15. Borrowings
H in Lakhs The non-cumulative non-convertible redeemable 500,000 preference shares of H100 each carrying dividend @ 0.01%
As at As at per annum is redeemable at par after 20 years from the date of allotment.
(ii) Current
Non- Current Borrowings H in Lakhs
(Secured) As at As at
Term Loan from Bank 3,000.00 - 31st March 2020 31st March 2019
Less : Current maturities of long term debts transferred to other financial 666.80 - Current maturities of long term borrowings (refer note 15) 666.80 -
liabilities Interest accrued but not due on borrowings 49.32 -
2,333.20 - Sundry deposits 415.69 369.64
Liability for capital goods 411.67 781.51
1. Security & other terms Payable to employees 1,349.09 959.58
a) Term loan from Bank is secured by first Pari Passu charge by way of mortgage over moveable fixed assets including Others 1.34 -
plant and equipment of the Company and second Pari Passu charge by way of hypothecation on the entire current 2,893.91 2,110.73
assets of the Company. The said loan is payable after 9 month from the date of disbursement in 18 equal quarterly
installment of H166.67 lakhs each.
17. Contract liabilities
H in Lakhs
b) Term loan carries interest @ 6 Month MCLR (Marginal Cost of Funds based Lending Rate) plus 0.10% p.a. i.e. 9.50% As at As at
p.a. at the year end. 31st March 2020 31st March 2019
H in Lakhs Advances from customers 644.88 393.59
c) Maturity profile of non current borrowings outstanding As at As at 644.88 393.59
as at year end 31st March 2020 31st March 2019
Note : The Company expects to recognise the above amount as revenue within next year.
Payable within 1 year 666.80 -
Payable between 1 to 3 years 1,166.90 -
Payable between 3 to 5 years 1,166.30 -

18. Trade payables 20. Provisions (continued)
H in Lakhs
As at As at Note :
31st March 2020 31st March 2019 (a) A provision is recognised for expected cost of removal of assets situated at various rented premises and is measured
Total outstanding dues of micro enterprises and small enterprises 136.43 67.50 at the present value of expected costs to settle the obligation. The table below gives information about the movement
(refer note 32) in provision for decommissioning liability :
Total outstanding dues of creditors other than micro enterprises 30,880.22 31,177.02
H in Lakhs
and small enterprises
31,016.65 31,244.52
Refer note 37 for dues to related parties. Opening balance 300.45 246.83
Provision created during the year 10.92 30.72
Micro and small enterprises as defined under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Unwinding of interest during the year 25.54 22.90
Act) have been identified by the Company on the basis of the information available with them and the auditors have Closing balance 336.91 300.45
relied on the same.
(b) The management has estimated the provisions for pending disputes, claims and demands relating to indirect taxes
19. Other current liabilities based on it’s assessment of probability for these demands crystallising against the Company in due course.
H in Lakhs
As at As at H in Lakhs
31st March 2020 31st March 2019 For the year ended For the year ended
Other liabilities [Refer note 6(i)] 591.31 - 31st March 2020 31st March 2019
Statutory dues 831.40 452.83 Opening balance 179.73 293.53
Others 234.75 - Provision created / (reversed) during the year 27.04 (0.54)
1,657.46 452.83 Paid during the year (142.74) (113.26)
Closing balance * 64.03 179.73
20. Provisions
H in Lakhs * Net of deposits as at 31st March 2020 H64.41 Lakhs (31st March 2019: H51.09 Lakhs) made under appeal.
As at As at (c) Retailers Association of India (RAI) of which the Company is a member, has filed Special Leave Petition before the
31st March 2020 31st March 2019 Hon’ble Supreme Court of India, about the applicability of service tax on commercial rent on immovable property.
Non-current Pending disposal of the case, the Supreme Court has passed an interim ruling in October 2011 directing the members
Provisions for employee benefits :
of RAI to pay 50% of total service tax liability up to September 2011 to the department and to furnish a surety for
Provision for gratuity (refer note 36) 341.59 278.48
balance 50%. The Supreme Court has also clarified that the successful party in the appeal shall be entitled to interest
Provision for compensated absences 297.20 237.23
638.79 515.71 on the amount stayed by the Court, at such rate as may be directed at the time of the final disposal of appeal.
Other provisions : Accordingly the Company has already deposited H460.00 Lakhs and furnished a surety for H460.00 Lakhs towards
Provision for decommissioning liability [refer note (a) below] 336.91 300.45 the balance service tax liability, while interest, whose quantum and applicability is presently not ascertainable, will
975.70 816.16 be provided on the disposal of the petition, if required.
Current
Further, the Company has also been making provision for service tax on rent from October 2011 onwards, the
Provision for gratuity (refer note 36) 7.75 40.32 balance whereof as on 31st March 2020 is H1,183.05 Lakhs (31st March 2019: H1,183.05 Lakhs).
Provision for compensated absences 4.45 18.01 H in Lakhs
12.20 58.33 For the year ended For the year ended
Other provisions : 31st March 2020 31st March 2019
Provision for tax disputes [refer note (b) below] 64.03 179.73 Opening balance 1,183.05 1,172.42
Provision for claims on leased properties [net off amount deposited 1,183.05 1,183.05 Provision created/(reversed) during the year - 46.78
- refer note (c) below] Provision paid during the year - (36.15)
1,247.08 1,362.78 Closing balance 1,183.05 1,183.05
1,259.28 1,421.11
21. Revenue from operations
H in Lakhs
Revenue from contract with customers
Sale of goods 2,46,324.51 2,28,068.35
Sale of concessionaire products 3,861.91 3,844.13
Total 2,50,186.42 2,31,912.48
Less: Goods & Service Tax (22,121.70) (21,054.26)
Less: Cost of goods sold for concessionaire products (2,974.48) (2,955.17)
2,25,090.24 2,07,903.05

21. Revenue from operations (continued) 26. Other expenses
For the year ended For the year ended For the year ended For the year ended
Power and fuel 4,870.49 4,333.67
Other operating revenue
Freight 297.79 214.62
- Display income 7,501.00 6,778.11
Rent [refer note 2.1(b) and 31] 2,513.13 11,033.48
- Others 4,737.70 4,037.42
Repairs and maintenance
Total revenue from contract with customers 2,37,328.94 2,18,718.58
- Buildings 382.89 371.97
- Others 3,054.74 2,679.50
22. Other income
H in Lakhs Insurance 102.62 70.23
For the year ended For the year ended Rates and taxes 855.79 523.57
31st March 2020 31st March 2019 Advertisement and selling expenses 4,125.20 3,436.25
Interest income Packing materials consumed 702.01 559.02
- Bank deposits 372.11 1,579.47 Travelling and conveyance 459.18 380.47
- Security deposits 270.53 235.25 Payment to auditors
- Others 6.96 9.80 As auditor
Gain on sale of investments 411.86 100.92 - Audit fees 65.00 8.00
Fair value gain on investments measured at FVTPL 879.75 247.04 - Tax audit fees 10.00 2.00
Net gain on sale of property, plant and equipment 40.84 27.28 - Limited Review 9.00 -
Reversal of net liability on termination of lease 395.80 - - Reimbursement of expenses 0.42 84.42 - 10.00
Miscellaneous income * 577.07 579.16 Communication expenses 210.51 211.60
2,954.92 2,778.92 Printing and stationery 265.39 292.30
Legal and consultancy expenses 758.88 461.50
* includes provision / liabilities no longer required written back. Housekeeping expenses 3,450.49 3,167.30
Security expenses 2,026.87 1,679.54
23. Cost of raw materials consumed
H in Lakhs Provision for doubtful store lease deposits 49.79 -
For the year ended For the year ended Provision for bad & doubtful debts 947.06 94.24
31st March 2020 31st March 2019 Miscellaneous expenses 975.06 1,332.04
Inventories at the beginning of the year 78.01 79.29 26,132.31 30,851.30
Purchases during the year 629.38 685.79
707.39 765.08 27. Depreciation and amortisation
H in Lakhs
Less: Inventories at the end of the year 86.62 78.01
620.77 687.07
Depreciation of property, plant and equipment (refer note 3) 3,438.83 2,247.65
24. Changes in inventories of finished goods and stock-in-trade
H in Lakhs Depreciation on right-of-use assets (refer note 31) 6,863.29 -
For the year ended For the year ended Amortisation of intangible assets (refer note 4) 194.06 207.21
31st March 2020 31st March 2019 10,496.18 2,454.86
Inventories at the beginning of the year 26,603.93 23,898.12
Less: Inventories at the end of the year 22,680.36 26,603.93 28. Finance costs
H in Lakhs
3,923.57 (2,705.81)
25. Employee benefits expense
H in Lakhs Interest expense
For the year ended For the year ended - Borrowings 799.35 -
31st March 2020 31st March 2019 - Lease liabilities 4,601.05 -
Salaries, wages and bonus 14,469.09 12,806.98 - Non-cumulative non-convertible redeemable preference shares 8.96 7.43
Gratuity defined benefit plan [refer note 36] 101.43 62.88 - Unwinding of decommissioning liability 25.54 22.90
Contribution to provident and other funds 926.56 757.81 - Others 30.60 14.49
Staff welfare expenses 559.88 580.47 Other costs 621.59 699.83
16,056.96 14,208.14 6,087.09 744.65

29. Earning per share (EPS) 31. Ind AS - 116 Leases
Basic and diluted EPS have been calculated by dividing the profit / (loss) for the year attributable to equity holders of the Refer note 2.1(b) for approach followed by the Company for transition to Ind AS 116 and note 2.2(o) for accounting
Company by the weighted average number of Equity shares outstanding during the year. policy for leases.
H in Lakhs
For the year ended For the year ended The effect of adoption Ind AS 116 as at 1 April 2019 (increase/(decrease)) is, as follows:
H in Lakhs
31st March 2020 31st March 2019 As at
Profit / (loss) for the year (H in Lakhs) (5,701.91) 794.20 1st April 2019
Weighted average number of equity shares 7,95,34,226 7,95,34,226 Assets
Earnings per share – basic and diluted (face value of H5 each) (7.17) 1.00 Right-of-use assets [refer note (ii) below] 38,926.24
Note : For the year ended 31 March 2019, 79,534,226 equity shares issued on 14th November 2018 pursuant to the Other Asset - Non Current [refer note (i) below] (2,032.24)
composite Scheme of Arrangement effective from 1st October 2017, being appointed date, approved by Hon’ble Other Asset - Current [refer note (i) below] (275.00)
Total Assets 36,619.00
National Company Law Tribunal (NCLT) has been considered as outstanding for the entire year for the purpose of Basic
Liabilities
and diluted earnings per share.
Lease Liabilities 50,900.05
Total Liabilities 50,900.05
30. Commitments and contingencies Total Adjustment on equity - Retained Earnings (14,281.05)
(a) Contingent liabilities
H in Lakhs (i) Represents H2,032.24 Lakhs and H275.00 Lakhs on account of prepaid expenses on fair valuation of security deposits.
As at As at
(ii) Right-of-use assets H38,926.24 Lakhs includes prepaid expenses on fair valuation of security deposits.
Contingent liabilities not provided for in respect of: The movement in right-of-use (“ROU”) assets and lease liabilities are as below :
(i) Sales Tax / Value Added Tax (VAT) demands under appeal 1,085.79 1,027.87
(ii) Service Tax demands under appeal - 553.89 Right-of-use Assets: Buildings
(iii) Claims against the Company not acknowledged as debt 4,700.14 4,612.40 Particulars H in Lakhs
There are numerous interpretative issues relating to the Supreme Court judgment dated 28th February 2019 on Provident Balance as of 1st April 2019 * 38,926.24
Additions 11,370.93
Fund (PF) on the inclusion of allowances for the purpose of PF contribution as well as its applicability of effective date.
Deletions (2,457.69)
As a matter of caution, the Company has made a provision on a prospective basis from the date of the judgment. The
Depreciation (6,863.29)
Company is evaluating and seeking inputs regarding various interpretative issues and its impact. Balance as of 31st March 2020 40,976.19
(b) Commitments
H in Lakhs *Includes H2,032.24 Lakhs and H275.00 Lakhs on account of prepaid expenses on fair valuation of security deposits, re-
As at As at classed from Other Non-Current Assets and Other Current Assets respectively.
(i) Estimated amount of contracts remaining to be executed on capital 555.34 129.04 The aggregate depreciation on right-of-use assets is included under depreciation and amortization expenses in the
account not provided for (net of advances) statement of profit and loss [refer note 27].
(ii) For Investments - Others 172.50 375.00 Lease Liabilities:
(c) Operating lease commitments as per Ind AS 17 effective upto 31st March 2019 (Company as Lessee) Particulars H in Lakhs
Balance as of 1st April 2019 50,900.05
Retail stores are taken by the company on operating lease and the lease rent is payable as per the agreements entered
Additions 10,979.10
into with the lessors. Agreements are both in the nature of cancellable and non-cancellable leases. The lease term is
Interest expenses incurred for the year 4,601.05
for varied years and renewable for further years as per the agreements at the option of the Company. There are no Deletions (2,394.06)
restrictions imposed by these lease arrangements. The details of lease rentals payable are given below: Payment of lease liabilities* (9,558.54)
H in Lakhs Balance as of 31st March 2020 54,527.60
For the year ended
* Includes H4,601.05 Lakhs on account of interest expenses.
31st March 2019
Lease expenses for the year 11,033.48 The aggregate interest incurred on lease liabilities is included under finance cost in the statement of profit and loss [refer
note 28].
H in Lakhs
The following is the break-up of current and non-current lease liabilities as at 31st March 2020
As at
31st March 2019 Particulars H in Lakhs
Future minimum lease payments: Current lease liabilities 6,801.80
(i) Within 12 months 8,752.77 Non-current lease liabilities 47,725.80
(ii) Between 2 to 5 years 34,859.62 Total 54,527.60
(iii) Beyond 5 years 71,112.75

31. Ind AS - 116 Leases (continued) 33. Contract balances under Ind AS 115
H in Lakhs
The table below provides details regarding the contractual maturities of lease liabilities as at 31st March, 2020 on As at As at
an undiscounted basis: 31st March 2020 31st March 2019
Particulars H in Lakhs Trade receivables 6,119.42 4,567.77
Less than one year 11,095.48 Contract liabilities 644.88 393.59
One to five years 35,958.42 Trade receivables are non-interest bearing and are generally on terms of 15 to 90 days.
More than five years 32,556.28
Total 79,610.18 Contract liabilities include advances received from customers against sale of gift cards and prepaid cards.
The lessee’s weighted average incremental borrowing rate applied to lease liabilities at the date of initial application is 34. Deferred tax assets/(liabilities) (net)
8.81% p.a. (a) Deferred tax relating to assets and liabilities:
H in Lakhs
Rent paid (excluding taxes) during the year ended 31st March 2020 amounts to H11,506.99 Lakhs As at As at
Rental expenses (excluding taxes) recorded for short term leases during the year ended amounts to 31st March 2020 -Deferred tax liabilities
H528.66 Lakhs Property, plant and equipment and intangible (33.60) (76.08)
Rental expenses (excluding taxes) recorded for variable leases for the year ended 31st March 2020 amounts to H1,532.30 assets
Lakhs Fair value gain on investment (339.99) (90.13)
Right-of-use assets (14,318.72) -
The difference between the lease obligation recorded as of 31st March 2019 under Ind AS 17 disclosed under Note 30 Total (14,692.31) (166.21)
(c) and the value of the lease liability as of 1st April 2019 is primarily on account of management’s estimate of extension -Deferred tax assets
and termination options reasonably certain to be exercised, in measuring the lease liability in accordance with Ind Carry forward business losses/unabsorbed 36,355.52 40,134.51
AS 116 and discounting the lease liabilities to the present value under Ind AS 116. The lease term considered is as per depreciation
management’s judgment and estimate in relation to cancellable lease agreement. Disallowance under Tax Laws 277.23 307.59
Lease Liabilities 18,798.67 -
32. Information relating to Micro, Small and Medium Enterprises (MSME): MAT (Minimum Alternative Tax) credit entitlement 141.34 141.34
H in Lakhs Others 782.91 259.45
As at As at Total 56,355.67 40,842.89
(i) The principal amount and interest due there on remaining unpaid to -Deferred tax assets (net) 41,663.36 40,676.68
suppliers under Micro, Small and Medium Enterprises Development -Unrecognised Deferred tax assets (net)* 41,663.36 40,676.68
Act, 2006 as at the end of each accounting year -Deferred tax asset as per balance sheets - -
Principal 129.37 65.97
* Deferred tax asset has not been recognised in the balance sheet in the absence of evidence supporting reasonable
Interest 3.22 0.25
(ii) The amount of interest paid by the buyer in terms of section 16 of certainty of future taxable income when such losses would be set off and deferred tax assets to be recovered.
Micro, Small and Medium Enterprises Development Act, 2006, along (b) Tax expenses recognized in the Statement of Profit & Loss
with the amount of payment made to suppliers beyond the appointed H in Lakhs
day during the year For the year ended For the year ended
Principal - -
Current Tax:
Interest - -
Current Tax on taxable income for the year - 178.52
(iii) The amount of interest due and payable for the period of delay in
Deferred tax - -
making payment (which have been paid but beyond the appointed
Total income tax expense - 178.52
day during the year) but without adding the interest specified under
Micro, Small and Medium Enterprises Development Act, 2006
Principal 486.34 58.07
Interest 10.06 1.28
(iv) The amount of interest accrued and remaining unpaid at the end 1.53 -
of the year being interest outstanding as at the beginning of the
accounting year.
(v) The amount of further interest remaining due and payable even in 14.81 1.53
the 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, Small and
Medium Enterprises Development Act, 2006.

34. Deferred tax assets/(liabilities) (net) (continued) 35. Segment information
The Company has a single operating segment i.e. organised retailing. The Company at present operates only in
(c) The reconciliation of tax expense and the accounting profit multiplied by India’s tax rate India and therefore the analysis of geographical segment is not applicable to the Company. There are no customers
H in Lakhs contributing more than 10% of Revenue from operations.
31st March 2020 31st March 2019 36. Assets and Liabilities relating to employee defined benefits
Profit / (loss) before tax (5,701.91) 972.72
The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service is
Tax rate applicable to the Company 34.94% 34.94%
Tax amount computed using applicable tax rate (1,992.47) 339.91 entitled to Gratuity on terms not less favorable than the provisions of the Payment of Gratuity Act, 1972. The scheme is
Tax effect of amounts which are not deductible (taxable) in funded with an insurance company.
calculating taxable income: The amounts recognised in the balance sheet and the movements in the net defined benefit obligation are as follows :
Expenses Disallowed under Income Tax Laws 6.84 0.80 H in Lakhs
MAT Credit Entitlement not recognised as deferred tax assets - 141.34 For the year ended For the year ended
Deferred Tax assets not recognised 1,985.63 - 31st March 2020 31st March 2019
Unrecognised deferred tax assets used to reduce tax expense - (303.52) (a) Reconciliation of present value of defined benefit obligations
Total income tax expense - 178.52 Balance at the beginning of the year 400.83 396.32
Effective Tax rate 0.00% 18.35% Current service cost 101.43 62.88
Interest cost 22.80 18.18
(d) Tax Losses Expiry
Benefits paid (120.00) (320.41)
The following table summarises the expiry dates of the carried forward tax losses as at 31st March 2020: Actuarial (gain) / loss on defined benefit obligations 88.94 243.86
H in Lakhs Balance at the end of the year 494.00 400.83
Sl. No Financial Year Business Loss Business Loss Unabsorbed Total (b) Reconciliation of fair value of plan assets
Expiry Year depreciation Balance at the beginning of the year 82.03 72.12
1 2001-02 - - 325.32 325.32 Interest income 5.49 5.55
2 2002-03 - - 253.23 253.23 Contributions by employer 230.00 261.52
3 2003-04 - - 368.30 368.30 Benefits paid (120.00) (320.41)
4 2004-05 - - 558.10 558.10 Actuarial gains / (losses) (52.86) 63.25
5 2005-06 - - 549.85 549.85 Balance at the end of the year 144.66 82.03
6 2006-07 - - 1,436.69 1,436.69 (c) Net defined benefit liabilities / (assets)
7 2007-08 - - 5,002.34 5,002.34 Present value of defined benefit obligations 494.00 400.83
8 2008-09 - - 6,302.21 6,302.21 Fair value of plan assets (144.66) (82.03)
9 2009-10 - - 5,194.14 5,194.14 Net defined benefit liabilities / (assets) [refer note 20] 349.34 318.80
10 2010-11 - - 4,550.67 4,550.67 (d) Expense recognised in statement of Profit or Loss
11 2011-12 - - 4,332.93 4,332.93 Current service cost 101.43 62.88
12 2012-13 2020-21 11,380.62 3,800.99 15,181.61 Interest cost 22.80 18.18
13 2013-14 2021-22 10,351.46 3,839.42 14,190.88 Interest income (5.49) (5.55)
14 2014-15 2022-23 10,723.65 3,855.45 14,579.10 118.74 75.51
15 2015-16 2023-24 9,838.44 3,739.03 13,577.47 (e) Remeasurement recognised in Other Comprehensive Income
16 2016-17 2024-25 6,705.84 3,584.70 10,290.54 Actuarial (gain) / loss on defined benefit obligations 88.94 243.86
17 2017-18 2025-26 - 1,903.21 1,903.21 Actuarial (gain) / loss on plan assets 52.86 (63.25)
18 2018-19 2026-27 - 1,002.66 1,002.66 141.80 180.61
19 2019-20 2027-28 954.11 3,486.01 4,440.12
49,954.12 54,085.25 1,04,039.37 (f) The major category of plan assets as a percentage of the fair value of total plan assets are as follows :
H in Lakhs
Note : For the year ended For the year ended
- Business loss can be carried forward for a maximum period of eight assessment years immediately succeeding
Investments with insurer 100% 100%
the assessment year to which the loss pertains. Unabsorbed depreciation can be carried forward for an indefinite
period.
- 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 Rs. 141.34 lakhs is 14 years (31st March 2019: 15 years)

36. Assets and Liabilities relating to employee defined benefits (continued) 37. Related party disclosure
(g) Actuarial assumptions (i) Subsidiaries
H in Lakhs
1) Omnipresent Retail India Private Limited
31st March 2020 31st March 2019 2) Natures Basket Limited (w.e.f. 4th July 2019)
Discount rate 6.69% 7.70% (ii) Parent under de facto control as defined in Ind AS - 110
Expected rate of return on assets 6.69% 7.70%
Future compensation growth 4.60% 4.60% 1) Rainbow Investments Limited
Average expected future service 24 years 23 years (iii) Entities under common control (where transactions have taken place during the year / balances outstanding):
Employee turnover Ranging Ranging
grade wise from grade wise from 1) Au Bon Pain Cafe India Limited 9) Open Media Network Private Limited
16% to 67% 12% to 67% 2) Bowlopedia Restaurants India Limited 10) Phillips Carbon Black Limited
3) CESC Limited 11) Quest Properties India Limited
Assumptions regarding future mortality experience are set in accordance with the published rates under Indian Assured
4) First Source Solutions Limited 12) RPG Power Trading Co. Limited
Lives Mortality (2006-08 - ultimate).
5) Guiltfree Industries Limited 13) Saregama India Limited
(h) The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, 6) Kolkata Games and Sports Private Limited 14) Duncan Brothers & Co. Limited
promotion and other relevant factors, such as supply and demand in the employment market. 7) Integrated Coal mining Limited 15) Haldia Energy Limited
(i) The Company expects to contribute H8.02 Lakhs (31st March 2019: H41.85 Lakhs) to gratuity fund in the next year. 8) Accurate Commodeal Private Limited 16) Great Wholesale Club Limited - Gratuity Fund
(j) Sensitivity analysis (iv) Key Managerial Personnel

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other 1) Sanjiv Goenka - Non-Executive Director 9) Rajarshi Banerjee - Director
assumptions constant, would have affected the defined benefit obligations by the amounts shown below: and Chairman (w.e.f. 14th November 2018) (upto 27th November 2018)
H in Lakhs 2) Shashwat Goenka - Non-Executive Director 10) Devendra Chawla - Chief Executive Officer &
Change in rate As at 31st March 2020 As at 31st March 2019 (w.e.f. 14th November 2018) Managing Director (w.e.f. 11th February, 2019)
Increase Decrease Increase Decrease 3) Utsav Parekh - Independent Director 11) Rahul Nayak - Whole-time Director
(i) Discount rate (0.5% movement) (33.93) 37.37 (21.04) 22.88 (w.e.f. 14th November 2018) (w.e.f. 14th November 2018)
(ii) Future salary (0.5% movement) 35.96 (32.85) 23.10 (21.39) 4) Pratip Chadhuri - Independent Director 12) Kumar Tanmay - Chief Financial Officer
(iii) Mortality (10% movement) 4.08 (4.07) 0.69 (0.67) (w.e.f. 14th November 2018) (w.e.f. 14th August 2019)
(iv) Attrition rate (0.5% movement) 1.08 (1.07) 1.85 (1.85) 5) Rekha Sethi - Independent Director 13) Arvind Kumar Vats - Chief Financial Officer
(w.e.f. 14th November 2018) (w.e.f. 14th November 2018 upto 1st July 2019)
(k) Estimated future payments of undiscounted gratuity is as follows :
H in Lakhs 6) Debanjan Mandal - Independent Director 14) Rama Kant - Company Secretary
As at As at (w.e.f. 11th February, 2019) (w.e.f. 11th February, 2019)
31st March 2020 31st March 2019 7) Sunil Bhandari - Director 15) Navin Kumar Rathi - Company Secretary (from
Within 12 months 8.02 41.85 (upto 14th November 2018) 14th November 2018 upto 10th February 2019)
Between 2 to 5 years 55.46 85.44
8) Gautam Ray - Director
(upto 14th November 2018)
Beyond 10 years 1,313.21 799.39
Total 1,536.98 1,110.34
(b) Details of transactions entered into with the related parties:
H in Lakhs
36.1 Defined Contribution Plan Particulars Subsidiaries Entities under common Key Managerial
The Company makes contribution to provident fund and national pension scheme towards retirement benefit plan for control Personnel
eligible employees. Under the said plan, the Company is required to contribute a specified percentage of the employee’s For the year For the year For the year For the year For the year For the year
salaries to the fund benefits. During the year, based on applicable rates, the Company has contributed and charged ended 31st ended 31st ended 31st ended 31st ended 31st ended 31st
H695.54 Lakhs (31st March 2019: H454.27 Lakhs) in the statement of profit and loss. March 2020 March 2019 March 2020 March 2019 March 2019 March 2019
Transactions :
Investment in subsidiaries 5,800.00 625.00 - - - -
Sale of goods - 1.04 417.18 110.36 - -
Purchases of stock-in-trade 208.12 - 361.68 288.38 - -
Interest Received 6.96 - - - - -
Rendering of services - - 1,447.22 801.59 - -
Contribution for Gratuity fund - - 230.00 261.52 - -
Commission Paid 172.20 552.15 - - - -
Receiving of services 1.77 - 14.58 - - -
Remittance of collection - - 22.45 - - -
Royalty Paid 1.69 - - - - -
Inter Company Deposits Given 3,600.00 - - - - -

37. Related party disclosure (continued) 38. Financial instruments - fair value measurements and risk management
H in Lakhs (a) Accounting classification
Particulars Subsidiaries Entities under common Key Managerial The following table shows the carrying values and fair values of financial assets and financial liabilities:
control Personnel H in Lakhs
For the year For the year For the year For the year For the year For the year As at 31st March 2020 As at 31st March 2019
ended 31st ended 31st ended 31st ended 31st ended 31st ended 31st At Cost/ FVTPL FVTOCI Total At Cost/ FVTPL FVTOCI Total
March 2020 March 2019 March 2020 March 2019 March 2019 March 2019 Amortised Amortised
Inter Company Deposits Taken 3,600.00 - - - - - Cost Cost
Back Financial assets
Electricity expenses - - 208.19 170.14 - - Investments
Recovery of expenses incurred - - 29.79 458.88 - - - Equity shares (unquoted) - - 29,273.93 29,273.93 - 5,444.58 5,444.58
Rent expenses 6.75 - 850.44 677.29 - - - Alternative Investment - 2,343.14 - 2,343.14 - 1,275.21 - 1,275.21
Reimbursement 0.28 0.50 Fund
Security deposits paid - - 4.59 1.82 - - - Mutual fund - - - - - 983.39 - 983.39
Security deposits received - - - 1.93 - - Trade receivables 6,119.42 - - 6,119.42 4,567.77 - - 4,567.77
Short term employee benefits - - - - 799.45 143.46 Cash and cash equivalents 5,963.21 - - 5,963.21 2,802.52 - - 2,802.52
Retirement benefits - - - - 30.31 14.35 Bank balances other than - - - - 19,101.32 - - 19,101.32
Reimbursement of expenses - - - - 32.86 6.86 cash & cash equivalent
Sitting fees to directors - - - - 49.00 8.00 Loans 4,418.46 - - 4,418.46 3,362.17 - - 3,362.17
Other financial assets 373.22 - - 373.22 316.28 - - 316.28
H in Lakhs Total financial assets 16,874.31 2,343.14 29,273.93 48,491.38 30,150.06 2,258.60 5,444.58 37,853.24
Particulars Subsidiaries Entities under common Key Managerial Financial liabilities
control Personnel Preference shares 94.43 - - 94.43 85.47 - - 85.47
As at As at As at As at As at As at Borrowings* 9,856.26 - - 9,856.26 - - - -
31st March 31st March 31st March 31st March 31st March 31st March Trade payables 31,016.65 - - 31,016.65 31,244.52 - - 31,244.52
2020 2019 2020 2019 2020 2019 Other financial liabilities 2,227.11 - - 2,227.11 2,110.73 - - 2,110.73
Balances outstanding : Total financial liabilities 43,194.45 - - 43,194.45 33,440.72 - - 33,440.72
Receivable against sale of goods - - 186.84 3.13 - -
Payable for purchases of stock- 132.82 - 79.30 42.68 - - * Includes current maturities of long term borrowings
in-trade (b) Measurement of fair values
Receivable against - - 29.79 46.51 - -
The fair values of financial assets and liabilities are included at the amount that would be received on sale of asset or
reimbursement
paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and
Payable for commission 37.16 90.78 - - - -
assumptions used to estimate the fair values are consistent in all the years. The following methods and assumptions
expenses
were used to estimate the fair values:
Payable for royalty expenses 1.69 - - - - -
Payable for rental expenses 6.75 - 38.93 - - - (i) The fair values of the unquoted equity shares have been estimated using a DCF (Discounted cash flow) model. The
Payable for services received - - 60.58 163.86 - - valuation requires management to make certain assumptions about the model inputs, including forecasted cash
Payable for Remittance of - - 22.45 - - - flows, discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be
collection reasonably assessed and are used in management’s estimate of fair value for these unquoted equity investments.
Receivable for services rendered - - - 288.51 - -
Interest receivables 6.96 - - - - - In respect of investments in mutual funds and alternative investment fund, the fair values represent net asset value
Security deposit receivable - - 136.83 134.05 - - as stated by the respective issuers at the close of the reporting date. Net asset values represent the price at which the
Security deposit payable - - 47.68 62.91 - - issuer will issue further units 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
Notes: funds are carried out at such prices between investors and the issuers of these units.
(i) The Company’s principal related parties consist of Rainbow Investments limited, its subsidiaries and key managerial (ii) The carrying amount of trade receivables, cash and cash equivalents, other bank balances, other financial assets,
personnel. The Company’s material related party transactions and outstanding balances are with related parties trade payables, current borrowings and other financial liabilities, measured at cost in the financial statements, are
with whom the company routinely enters into transactions in the ordinary course of business. 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
(ii) Key Managerial Personnel are entitled to post-employment benefits and other long term employee benefits
value of Preference shares is based on discounted cash flows using effective interest rate at the time of issue which
recognised as per Ind AS 19 ‘- ‘Employee Benefits’ in the financial statements. As these employees benefits are lump
is a reasonable approximation of its fair value and the difference between the carrying value and fair value is not
sum amounts provided on the basis of actuarial valuation the same is not included above.
expected to be significant. Non current borrowings including current maturity and loans (assets) are based on
discounted cash flow using an incremental borrowing rate.

38. Financial instruments - fair value measurements and risk management (continued) 38. Financial instruments - fair value measurements and risk management (continued)
(c) Fair value hierarchy The Company’s primary risk management focus is to minimise potential adverse effects of these risks by managing
The table shown below analyses financial instruments carried at fair value, by hierarchy. them through a structured process of identification, assessment and prioritisation of risks followed by co-ordinated
H in Lakhs efforts to monitor, minimize and mitigate the impact of such risks on its financial performance and capital. For this
As at 31st March 2020 As at 31st March 2019 purpose, the Company has laid comprehensive risk assessment and minimisation/mitigation procedures, which are
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
reviewed by the Audit Committee and approved by the Board from time to time. These procedures are reviewed regularly
Financial assets
to reflect changes in market conditions and to ensure that risks are controlled by way of properly defined framework.
Investments
- Equity shares (unquoted) - 29,273.93 29,273.93 - - 5,444.58 5,444.58 (i) Credit risk
- Alternative Investment Fund - - 2,343.14 2,343.14 - - 1,275.21 1,275.21
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract,
- Mutual fund - - - - 983.39 - - 983.39
leading to a financial loss. The Company is exposed to credit risk from its operating activities (including trade receivable
- - 31,617.07 31,617.07 983.39 - 6,719.79 7,703.18
and security deposits) and from its financial activities including deposits with banks and financial institution. An
The different levels have been defined below : impairment analysis is performed at each reporting date on the basis of sales channel. In addition, a large number of
minor receivables are Companyed into homogeneous Companys and assessed for impairment collectively.
(i) Level 1 (quoted prices in active market) : This level of hierarchy includes financial assets that are measured using
quoted prices (unadjusted) in active markets for identical assets or liabilities. This includes listed equity instruments Trade receivables:
which are traded in the stock exchanges and mutual funds that have net asset value as stated by the issuers in the The Company operates on business model of primarily cash and carry, credit risk from receivable perspective is
published statements. The fair value of all equity instruments which are traded in the stock exchanges is valued insignificant. Customer credit risk is managed basis established policies of Company, procedures and controls relating
using the closing price as at the reporting period. The mutual funds are valued using the closing net assets value. to customer credit risk management. Outstanding receivables are regularly monitored.
(ii) Level 2 (valuation technique with significant observable inputs) : This level of hierarchy includes financial assets Moreover, the Company’s customer base is large and diverse limiting the risk arising out of credit concentration.
and liabilities, measured using inputs other than quoted prices included within Level 1 that are observable for
Other remaining financial assets
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 Investments, in the form of fixed deposits, of surplus funds are made generally with banks & financial institutions and
valuation techniques which maximise the use of observable market data and rely as little as possible on entity- within credit limits assigned to each counterparty.
specific estimates. Credit risk in respect for security deposit given for premises taken on lease are tracked by carrying specific analysis
(iii) Level 3 (valuation technique with significant unobservable inputs) : This level of hierarchy includes financial of all parties at each reporting period. Historically loss on security deposits are immaterial. Therefore, based on past
assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair and forward-looking information available with management and to the best estimate of management, the Company
values are determined in whole or inpart, using a valuation model based on assumptions that are neither supported believes that exposure to credit risk on other remaining financial assets is not material.
by prices from observable current market transactions in the same instrument nor are they based on available (ii) Liquidity risk
market data. This is the case for unlisted equity securities included in Level 3.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its
(d) Reconciliation of fair value measurement of investments (categorised as level 3 above) classified as FVTPL/ financial liabilities that are settled by delivering cash or another financial assets. The Company manages its liquidity
FVTOCI asset : risk on the basis of the business plan that ensures that the funds required for financing the business operations and
H in Lakhs meeting financial liabilities are available in a timely manner. The Management regularly monitors rolling forecasts of the
FVTOCI FVTPL Company’s liquidity position to ensure it has sufficient cash on an ongoing basis to meet operational fund requirements.
Equity shares Alternative
The surplus cash generated, over and above the operational fund requirement is invested in bank deposits and mutual
(unquoted) Investment Fund
As at 31st March 2018 4,819.58 684.16 fund schemes of highly liquid nature to optimize cash returns while ensuring adequate liquidity for the Company. The
Invested during the year 625.00 375.00 Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank
Proceeds during the year - (29.06) borrowings . The Company believes that cash generated from operations, capital raised through rights issue, working
Fair Value Gain/(loss) recognised in statement of Profit and Loss - 245.11 capital management and available sources from raising funds (including additional borrowings, if any) as needed will
As at 31st March 2019 5,444.58 1,275.21 satisfy its cash flow requirement through at least the next twelve months.
Invested during the year 23,829.35 202.50
Proceeds during the year - (14.32) The following are the remaining contractual maturities of financial liabilities at the reporting date. The contractual cash
Fair Value Gain/(loss) recognised in statement of Profit and Loss - 879.75 flow amounts are gross and undiscounted:
H in Lakhs
As at 31st March 2020 29,273.93 2,343.14
Financial liabilities Carrying value Contractual cash flows
Within 1 year 1 to 5 years More than 5 years Total
(e) Financial risk management
As at 31st March 2020
The Company has exposure to the following risks arising from financial instruments: Preference shares 94.43 - - 500.00 500.00
Borrowings 9,856.26 7,523.06 2,333.20 - 9,856.26
(i) Credit risk Trade payables 31,016.65 31,016.65 - - 31,016.65
(ii) Liquidity risk Lease liabilities 54,527.60 11,095.48 35,958.42 32,556.28 79,610.18
(iii) Market risk Other financial liabilities 2,227.11 2,227.11 - - 2,227.11
97,722.05 51,862.30 38,291.62 33,056.28 1,23,210.20
The Company’s principal financial liabilities comprises of Lease liabilities, borrowings, preference shares, trade and As at 31st March 2019
other payables and other financial liabilities. The main purpose of these financial liabilities is to finance and support Preference shares 85.47 - - 500.00 500.00
the operations of the Company. The Company’s principal financial assets include trade and other receivables, loans, Trade payables 31,244.52 31,244.52 - - 31,244.52
investments and cash & cash equivalents that derive directly from its operations. Other financial liabilities 2,110.73 2,110.73 - - 2,110.73
33,440.72 33,355.25 - 500.00 33,855.25

38. Financial instruments - fair value measurements and risk management (continued) 40. Going Concern (continued)
(iii) Market risk 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
Market risk is the risk that the fair value of future cash flow of financial instruments may fluctuate because of changes in
been prepared on a going concern basis.
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 41. The Company, in the financial statements for the year ended 31st March 2018, had given effect to the composite
Company. scheme of arrangement approved by Hon’ble National Company Law Tribunal (NCLT) (the appropriate authority),
as applicable to the Group from the Appointed Date of 1st October, 2017.
The Company invests its surplus funds mainly in short term liquid schemes of mutual funds and bank fixed deposits.
Pursuant to the Scheme, each existing shareholder of CESC Limited registered on the record date of 31st October
The Company manages its price risk arising from these investments through diversification and by placing limits on
2018 in respect of every 10 shares, received 6 fully paid up equity shares of H5 each in Spencer’s Retail Limited
individual and total equity instruments / mutual funds.
(formerly known as RP-SG Retail Limited) and CESC Limited received 500,000 fully paid up 0.01% non-convertible
(iv) Interest rate risk non-cumulative compulsorily redeemable preference shares of H100 each of Spencer’s Retail Limited (formerly
known as RP-SG Retail Limited).
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 The composite Scheme of Arrangement amongst the Company, CESC Limited (CESC) and eight other companies,
primarily to company’s borrowing with floating interest rates. The Company manages its interest rate risk by having a including Spencer’s Retail Limited, and their respective shareholders has been made effective from 1st October,
balanced portfolio of fixed and variable rate loans and borrowings. 2017 except for the demerger of the Generation Undertaking of CESC into Haldia Energy Limited (HEL), a wholly
owned subsidiary of CESC (“the said Demerger”). However, the said Demerger proposal has been withdrawn with
Exposure to interest rate risk
H in Lakhs effect from 14 November 2019 and HEL continues to be a wholly-owned subsidiary of CESC.
Particulars As at As at
31st March 2020 31st March 2019 42. Due to outbreak of COVID-19 globally and in India, the Company has made initial assessment of likely adverse
Borrowings bearing variable rate of interest 9856.26 - impact on economic environment in general, and financial risks on account of COVID-19. The Company is in the
business of organised retail which majorly deals with an essential service as emphasized by the Government of
Interest rate sensitivity India. With the lockdown in force in the country, the ability of customers to reach the Company’s stores is limited, in
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on affected portion response of which the Company has launched alternate means and platforms for its customers to place orders and
of loans and borrowings. With all other variables held constant, the Company’s profit before tax is affected through the purchase their requirements. The Company has responded to the requirements of business and tied up with various
impact on variable rate borrowing as follows: service providers to make available the essential products to reach its customer’s places, aligned with its suppliers
and transporters to have a continuous supply of products and keep them available at the Company’s stores and
A change of 50 bps in interest rates would have following Impact on profit before tax warehouses. The Company’s online business also has picked up significantly consequent to necessary technology
H in Lakhs
Particulars As at As at upgradation. The Company has resumed normal operations from the first week of June 2020 for all verticals as
31st March 2020 31st March 2019 permitted by the Government and Local/Regulatory authorities, with controlled movement, maintaining social
50 bp increase- decrease in profits (49.28) - distancing, taking appropriate hygiene measures and following the directions of regulatory authorities.
50 bp increase- increase in profits 49.28 -
The Company has used the principle of prudence in applying judgments, estimates and assumptions. Based on the
current assessment, the Company expects to majorly recover the carrying amount of trade receivables, investments
39. Capital management
and other financial assets and does not expects any impairment of intangibles. The actual outcome of the impact
For the purpose of the Company’s capital management, capital includes equity attributable to the equity holders of the
of the global health pandemic may be different from those estimated as on the date of approval of these financial
Company and all other equity reserves. The primary objective of the Company’s capital management is to ensure that
results.
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 For S.R. Batliboi & Co. LLP For and on behalf of Board of Directors
a focus on total equity so as to safeguard its ability to continue as a going concern and to maintain investor, creditors Chartered Accountants
and market confidence. Firm registration number - 301003E/E300005
The Company has not defaulted on any loans payable, and there has been no breach of any loan covenants.
40. Going Concern
The Company has incurred a net loss after tax of H5,843.71 Lakhs for the year ended 31st March 2020 and its current Membership number - 058652 and Managing Director DIN: 03486121 DIN: 00074796
liabilities, including current borrowings, exceeds current assets by H14,104.99 Lakhs. The Company is in the process DIN: 03586196
of raising additional capital of H8,000.00 Lakhs through issue of equity shares on a rights basis. In addition to this, Place : Gurugram Place : Kolkata Place : Kolkata
the Company has access to unutilised credit lines with its bankers and also additional capital from its promoters, if
and when required. Further, the company has been expanding its operations in its existing territory with increase in
trading area, adding new private brand to its portfolio, building growth towards the non-food segments (including the Rahul Nayak Rama Kant Kumar Tanmay
own branded apparel) which has started showing growth. Apart from organic growth, the Company has also achieved Whole-time Director Company Secretary Chief Financial Officer
in-organic growth through acquisitions, in order to increase its operating cashflows, with a focus on improvement of DIN: 06491536
margins through dis-continuance of loss making/ low margin stores. In view of the above factors, and the approved

INDEPENDENT AUDITOR’S REPORT

To the Members of
Spencer’s Retail Limited (formerly known as RP-SG Retail Limited)
Report on the Audit of the Consolidated Ind AS section of our report. We are independent of the Group
Financial Statements in accordance with the ‘Code of Ethics’ issued by the
Opinion Institute of Chartered Accountants of India together with
We have audited the accompanying consolidated Ind AS the ethical requirements that are relevant to our audit
financial statements of Spencer’s Retail Limited (formerly of the financial statements under the provisions of the
known as RP-SG Retail Limited) (hereinafter referred to as Act and the Rules thereunder, and we have fulfilled our
“the Holding Company”) and its subsidiaries (the Holding other ethical responsibilities in accordance with these
Company and its subsidiaries together referred to as “the requirements and the Code of Ethics. We believe that
Group”) comprising of the consolidated Balance sheet as the audit evidence we have obtained is sufficient and
at March 31 2020, the consolidated Statement of Profit appropriate to provide a basis for our audit opinion on
and Loss, including other comprehensive income, the the consolidated Ind AS financial statements.
consolidated Cash Flow Statement and the consolidated
Statement of Changes in Equity for the year then ended, Key Audit Matters
and notes to the consolidated Ind AS financial statements, Key audit matters are those matters that, in our
including a summary of significant accounting policies professional judgment, were of most significance in our
and other explanatory information (hereinafter referred audit of the consolidated Ind AS financial statements
to as “the consolidated Ind AS financial statements”). for the financial year ended March 31, 2020. These
matters were addressed in the context of our audit of the
In our opinion and to the best of our information and
consolidated Ind AS financial statements as a whole, and
according to the explanations given to us and based
in forming our opinion thereon, and we do not provide a
CONSOLIDATED
on the consideration of reports of other auditors on
separate opinion on these matters. For each matter below,
separate financial statements and on the other financial
our description of how our audit addressed the matter is
information of the subsidiaries, the aforesaid consolidated
provided in that context.
FINANCIAL STATEMENTS
Ind AS financial statements give the information required
by the Companies Act, 2013, as amended (“the Act”) in We have determined the matters described below to be
the manner so required and give a true and fair view in the key audit matters to be communicated in our report.
conformity with the accounting principles generally We have fulfilled the responsibilities described in the
accepted in India, of the consolidated state of affairs Auditor’s responsibilities for the audit of the consolidated
of the Group as at March 31, 2020, their consolidated Ind AS financial statements section of our report,
loss including other comprehensive income, their including in relation to these matters. Accordingly, our
consolidated cash flows and the consolidated statement audit included the performance of procedures designed
of changes in equity for the year ended on that date. to respond to our assessment of the risks of material
Basis for Opinion misstatement of the consolidated Ind AS financial
We conducted our audit of the consolidated Ind AS statements. The results of audit procedures performed
financial statements in accordance with the Standards by us and by other auditors of components not audited
on Auditing (SAs), as specified under section 143(10) of by us, as reported by them, including those procedures
the Act. Our responsibilities under those Standards are performed to address the matters below, provide the basis
further described in the ‘Auditor’s Responsibilities for the for our audit opinion on the accompanying consolidated
Audit of the Consolidated Ind AS Financial Statements’ Ind AS financial statements.
Impairment Testing of Intangibles (as described in Note 4 of the consolidated Ind AS financial statements)
The Group has acquired 100% stake in Natures Basket Our audit procedures included, among others the following:
Limited (NBL). Consequently, the Group has recognised
• We read and assessed the Group’s accounting policies
brand and goodwill in accordance with Ind AS 103: Business with respect to impairment testing.
Combinations on the basis of fair valuation of assets and
• We obtained and reviewed the brand valuation and
liabilities acquired. The Group also has an acquired brand as
fair valuation reports produced by the Company’s
at March 31, 2020. These intangibles are assessed to have an
independent valuation specialist and also assessed the
indefinite useful life and as required by Ind AS 36 “Impairment
valuation specialist’s objectivity and independence.
of Assets”, are tested for impairment annually.

misstated. If, based on the work we have performed, we Auditor’s Responsibilities for the Audit of the
conclude that there is a material misstatement of this Consolidated Ind AS Financial Statements
For the assessment of acquired brand, the Group engages • We evaluated the independent valuation specialist’s
other information, we are required to report that fact. We Our objectives are to obtain reasonable assurance about
a valuer to determine the recoverable value of brand using methodology, assumptions and estimates used in the
the relief from royalty method of valuation. The Group has calculations. In performing these procedures, we also have nothing to report in this regard. whether the consolidated Ind AS financial statements as
used the fair valuation for investment in subsidiary (NBL) engaged valuation specialists. a whole are free from material misstatement, whether
Responsibilities of Management for the Consolidated
for impairment testing of Brand (NBL) and Goodwill. due to fraud or error, and to issue an auditor’s report that
• We read and assessed the disclosures made in the Ind AS Financial Statements
For this assessment, such fair valuation is determined includes our opinion. Reasonable assurance is a high
consolidated Ind AS financial statements. The Holding Company’s Board of Directors is responsible
using discounted cash flow method of valuation. Both level of assurance, but is not a guarantee that an audit
for the preparation and presentation of these consolidated
the valuation methods are highly sensitive to changes conducted in accordance with SAs will always detect a
Ind AS financial statements in terms of the requirements
in inputs used in valuation and involves judgment due material misstatement when it exists. Misstatements can
of the Act that give a true and fair view of the consolidated
to inherent uncertainty in the assumptions related to arise from fraud or error and are considered material if,
discount rate, future growth rate, future cash flows and financial position, consolidated financial performance
individually or in the aggregate, they could reasonably be
future royalty rates. including other comprehensive income, consolidated
expected to influence the economic decisions of users
cash flows and consolidated statement of changes in
Accordingly, impairment testing for these intangibles is taken on the basis of these consolidated Ind AS financial
determined to be a key audit matter in our audit of the equity of the Group in accordance with the accounting
statements.
consolidated Ind AS financial statements. principles generally accepted in India, including the
Adoption of Ind AS 116 “Leases” effective from April 1, 2019 (as described in Note 31 of the consolidated Ind AS Indian Accounting Standards (Ind AS) specified under As part of an audit in accordance with SAs, we exercise
financial statements) section 133 of the Act read with the Companies (Indian professional judgment and maintain professional
The Group has adopted Ind AS 116 “Leases” in the current Our audit procedures included, among others the following: Accounting Standards) Rules, 2015, as amended. The skepticism throughout the audit. We also:
year, which replaced the erstwhile Ind AS 17 “Leases”, which • respective Board of Directors of the companies included
We read and assessed the Group’s accounting policy • Identify and assess the risks of material misstatement
resulted in changes to accounting policies. The Group has with respect to recognition of leases in accordance with in the Group are responsible for maintenance of adequate
of the consolidated Ind AS financial statements,
adopted Ind AS 116 effective April 1, 2019 and has not restated Ind AS 116. accounting records in accordance with the provisions of
whether due to fraud or error, design and perform
comparative information in accordance with transitional the Act for safeguarding of the assets of the Group and for
• We obtained an understanding, evaluated the design audit procedures responsive to those risks, and obtain
provisions of Ind AS 116. preventing and detecting frauds and other irregularities;
and tested the operating effectiveness of key controls audit evidence that is sufficient and appropriate
The application of the new standard resulted in recognition that the Group has in relation to accounting of leases selection and application of appropriate accounting
to provide a basis for our opinion. The risk of not
of right-of-use assets (ROU), decrease in pre-paid expenses, under Ind AS 116. policies; making judgments and estimates that are
detecting a material misstatement resulting from fraud
corresponding increase in lease liabilities and recognition • We tested the completeness of the lease master and reasonable and prudent; and the design, implementation
is higher than for one resulting from error, as fraud
of cumulative effect of initially applying the Standard as an on a sample basis tested the accuracy of the underlying and maintenance of adequate internal financial controls,
may involve collusion, forgery, intentional omissions,
adjustment to the opening balance of retained earnings. lease master by agreeing the underlying data pertaining that were operating effectively for ensuring the accuracy
misrepresentations, or the override of internal control.
The measurement of ROU and lease liabilities are based on to lease rentals, term, escalation and other relevant and completeness of the accounting records, relevant
assumptions such as discount rates and lease terms, including terms and conditions to lease agreements. to the preparation and presentation of the consolidated • Obtain an understanding of internal control relevant
termination and renewal options. Such assumptions are Ind AS financial statements that give a true and fair view to the audit in order to design audit procedures that are
• We also recomputed, on a sample basis, the calculation
highly sensitive to changes in inputs and involves judgement appropriate in the circumstances. Under section 143(3)
involved and tested the arithmetical accuracy of the and are free from material misstatement, whether due
due to inherent uncertainty in the assumptions used. (i) of the Act, we are also responsible for expressing
data. to fraud or error, which have been used for the purpose
Accordingly, adoption of Ind AS 116 “Leases” is determined • We assessed management’s sensitivity analysis around of preparation of the consolidated Ind AS financial our opinion on whether the Holding Company has
to be a key audit matter in our audit of the consolidated Ind the discount rate applied. statements by the Directors of the Holding Company, as adequate internal financial controls with reference
AS financial statements. aforesaid. to financial statements in place and the operating
consolidated Ind AS financial statements. effectiveness of such controls.
In preparing the consolidated Ind AS financial statements,
the respective Board of Directors of the companies • Evaluate the appropriateness of accounting policies
Information Other than the Financial Statements and Our opinion on the consolidated Ind AS financial included in the Group are responsible for assessing the used and the reasonableness of accounting estimates
Auditor’s Report Thereon statements does not cover the other information and ability of the Group to continue as a going concern, and related disclosures made by management.
The Holding Company’s Board of Directors is responsible we do not express any form of assurance conclusion disclosing, as applicable, matters related to going concern • Conclude on the appropriateness of management’s
for the other information. The other information thereon. and using the going concern basis of accounting unless use of the going concern basis of accounting and,
comprises the Directors Report, Management Discussion management either intends to liquidate the Group or to
In connection with our audit of the consolidated Ind based on the audit evidence obtained, whether
and Analysis, Report on Corporate Governance, cease operations, or has no realistic alternative but to do
AS financial statements, our responsibility is to read the a material uncertainty exists related to events or
Additional Shareholder Information, Report on Corporate so.
other information and, in doing so, consider whether conditions that may cast significant doubt on the
Social Responsibility Activities and Statement containing
such other information is materially inconsistent with Those respective Board of Directors of the companies ability of the Group to continue as a going concern. If
salient features of the financial statements of subsidiaries,
the consolidated financial statements or our knowledge included in the Group are also responsible for overseeing we conclude that a material uncertainty exists, we are
but does not include the consolidated Ind AS financial
obtained in the audit or otherwise appears to be materially the financial reporting process of the Group. required to draw attention in our auditor’s report to the
statements and our auditor’s report thereon.

related disclosures in the consolidated Ind AS financial March 31, 2020 and are therefore the key audit matters. and belief were necessary for the purposes of our for the year ended March 31, 2020 has been paid /
statements or, if such disclosures are inadequate, We describe these matters in our auditor’s report unless audit of the aforesaid consolidated Ind AS financial provided by the Holding Company and its subsidiaries
to modify our opinion. Our conclusions are based law or regulation precludes public disclosure about the statements; incorporated in India to their directors in accordance
on the audit evidence obtained up to the date of our matter or when, in extremely rare circumstances, we with the provisions of section 197 read with Schedule
(b) In our opinion, proper books of account as required
auditor’s report. However, future events or conditions determine that a matter should not be communicated in V to the Act;
by law relating to preparation of the aforesaid
may cause the Group to cease to continue as a going our report because the adverse consequences of doing
consolidation of the financial statements have been (h) With respect to the other matters to be included in
concern. so would reasonably be expected to outweigh the public
kept so far as it appears from our examination of the Auditor’s Report in accordance with Rule 11 of
interest benefits of such communication.
• Evaluate the overall presentation, structure and those books and reports of the other auditors; the Companies (Audit and Auditors) Rules, 2014,
content of the consolidated Ind AS financial Other Matter as amended, in our opinion and to the best of our
(c) The Consolidated Balance Sheet, the Consolidated
statements, including the disclosures, and whether the (a) We did not audit the financial statements and other information and according to the explanations given
Statement of Profit and Loss including the Statement
consolidated Ind AS financial statements represent the financial information, in respect of 2 subsidiaries, to us and based on the consideration of the report of
of Other Comprehensive Income, the Consolidated
underlying transactions and events in a manner that whose Ind AS financial statements include total the other auditors on separate financial statements
Cash Flow Statement and Consolidated Statement
achieves fair presentation. assets of H 22,936.76 lakhs as at March 31, 2020, and as also the other financial information of the
of Changes in Equity dealt with by this Report are in
total revenues of H 27.020.54 lakhs and net cash subsidiaries, as noted in the ‘Other matter’ paragraph:
• Obtain sufficient appropriate audit evidence regarding agreement with the books of account maintained for
inflows of H 1,642.88 lakhs for the year ended on
the financial information of the entities or business the purpose of preparation of the consolidated Ind AS i. The consolidated Ind AS financial statements
that date. These Ind AS financial statement and
activities within the Group of which we are the financial statements; disclose the impact of pending litigations on its
other financial information have been audited by
independent auditors, to express an opinion on consolidated financial position of the Group in its
other auditors, which financial statements, other (d) In our opinion, the aforesaid consolidated Ind AS
the consolidated Ind AS financial statements. We consolidated Ind AS financial statements – Refer
financial information and auditor’s reports have been financial statements comply with the Accounting
are responsible for the direction, supervision and Note 30(a) to the consolidated Ind AS financial
furnished to us by the management. Our opinion on Standards specified under Section 133 of the Act,
performance of the audit of the financial statements statements;
the consolidated Ind AS financial statements, in so far read with Companies (Indian Accounting Standards)
of such entities included in the consolidated financial
as it relates to the amounts and disclosures included Rules, 2015, as amended; ii. The Group did not have any long-term contracts
statements of which we are the independent auditors.
in respect of these subsidiaries, and our report in including derivative contracts for which there
For the other entities included in the consolidated Ind (e) On the basis of the written representations received
terms of sub-sections (3) of Section 143 of the Act, were any material foreseeable losses;
AS financial statements, which have been audited by from the directors of the Holding Company as on
in so far as it relates to the aforesaid subsidiaries, is March 31, 2020 taken on record by the Board of iii. There were no amounts which were required
other auditors, such other auditors remain responsible
based solely on the reports of such other auditors. Directors of the Holding Company and the reports to be transferred to the Investor Education and
for the direction, supervision and performance of
the audits carried out by them. We remain solely (b) The consolidated Ind AS financial statements of of the statutory auditors who are appointed under Protection Fund by the Holding Company and
responsible for our audit opinion. the Company for the year ended March 31, 2019, Section 139 of the Act, of its subsidiary companies, its subsidiaries, incorporated in India during the
included in these consolidated Ind AS financial none of the directors of the Group’s companies, year ended March 31, 2020.
We communicate with those charged with governance
statements, have been audited by the predecessor incorporated in India, is disqualified as on March 31,
of the Holding Company and such other entities included
auditor who expressed an unmodified opinion on 2020 from being appointed as a director in terms of
in the consolidated Ind AS financial statements of which
those statements on May 17, 2019. Section 164 (2) of the Act; For S.R. Batliboi & Co. LLP
we are the independent auditors regarding, among other
(f) With respect to the adequacy and the operating Chartered Accountants
matters, the planned scope and timing of the audit and Our opinion above on the consolidated Ind AS financial
effectiveness of the internal financial controls ICAI Firm Registration Number: 301003E/E300005
significant audit findings, including any significant statements, and our report on Other Legal and Regulatory
deficiencies in internal control that we identify during Requirements below, is not modified in respect of the over financial reporting with reference to these
our audit. above matters with respect to our reliance on the work consolidated Ind AS financial statements of the
per Kamal Agarwal
done and the reports of the other auditors. Holding Company and its subsidiary companies,
We also provide those charged with governance with Partner
incorporated in India, refer to our separate Report in
a statement that we have complied with relevant Report on Other Legal and Regulatory Requirements Membership Number: 058652
“Annexure 1” to this report;
ethical requirements regarding independence, and to As required by Section 143(3) of the Act, based on our audit UDIN: 20058652AAAABW8679
communicate with them all relationships and other and on the consideration of report of the other auditors (g) In our opinion and based on the consideration of
reports of other statutory auditors of the subsidiaries Place of Signature: Kolkata
matters that may reasonably be thought to bear on our on separate financial statements and the other financial
incorporated in India, the managerial remuneration Date: June 29, 2020
independence, and where applicable, related safeguards. information of subsidiaries, as noted in the ‘other matter’
paragraph we report, to the extent applicable, that:
From the matters communicated with those charged
with governance, we determine those matters that were (a) We/the other auditors whose report we have relied
of most significance in the audit of the consolidated upon have sought and obtained all the information
Ind AS financial statements for the financial year ended and explanations which to the best of our knowledge

ANNEXURE 1 TO THE INDEPENDENT AUDITOR’S REPORT OF

EVEN DATE ON THE CONSOLIDATED FINANCIAL STATEMENTS purposes in accordance with generally accepted Opinion
accounting principles. A company’s internal financial In our opinion, the Holding Company and its subsidiary
OF SPENCER’S RETAIL LIMTED (FORMERLY KNOWN AS RP-SG control over financial reporting with reference to these companies, which are companies incorporated in India,
RETAIL LIMITED) consolidated financial statements includes those policies have, maintained in all material respects, adequate
and procedures that (1) pertain to the maintenance of internal financial controls over financial reporting with
Report on the Internal Financial Controls under issued by Institute of Chartered Accountants of India, and records that, in reasonable detail, accurately and fairly reference to these consolidated financial statements and
Clause (i) of Sub-section 3 of Section 143 of the deemed to be prescribed under section 143(10) of the Act, reflect the transactions and dispositions of the assets such internal financial controls over financial reporting
Companies Act, 2013 (“the Act”) to the extent applicable to an audit of internal financial of the company; (2) provide reasonable assurance with reference to these consolidated financial statements
In conjunction with our audit of the consolidated financial controls. Those Standards and the Guidance Note require that transactions are recorded as necessary to permit were operating effectively as at March 31, 2020, based
statements of Spencer’s Retail Limited (formerly known as that we comply with ethical requirements and plan preparation of financial statements in accordance with on the internal control over financial reporting criteria
RP-SG Retail Limited) as of and for the year ended March and perform the audit to obtain reasonable assurance generally accepted accounting principles, and that established by the Holding Company considering the
31, 2020, we have audited the internal financial controls about whether adequate internal financial controls over receipts and expenditures of the company are being made essential components of internal control stated in the
over financial reporting of Spencer’s Retail Limited financial reporting with reference to these consolidated only in accordance with authorisations of management Guidance Note on Audit of Internal Financial Controls
(formerly known as RP-SG Retail Limited) (hereinafter financial statements was established and maintained and directors of the company; and (3) provide reasonable Over Financial Reporting issued by the Institute of
referred to as the “Holding Company”) and its subsidiary and if such controls operated effectively in all material assurance regarding prevention or timely detection Chartered Accountants of India.
companies, which are companies incorporated in India, respects. of unauthorised acquisition, use, or disposition of the
Other Matters
as of that date. company’s assets that could have a material effect on the
Our audit involves performing procedures to obtain Our report under Section 143(3)(i) of the Act on the
financial statements.
Management’s Responsibility for Internal audit evidence about the adequacy of the internal adequacy and operating effectiveness of the internal
Financial Controls financial controls over financial reporting with reference Inherent Limitations of Internal Financial financial controls over financial reporting with reference
The respective Board of Directors of the Holding to these consolidated financial statements and their Controls Over Financial Reporting with Reference to these consolidated financial statements of the Holding
Company and its subsidiary companies, which are operating effectiveness. Our audit of internal financial to these Consolidated Financial Statements Company, in so far as it relates to these 2 subsidiary
companies incorporated in India, are responsible controls over financial reporting included obtaining Because of the inherent limitations of internal financial companies, which are companies incorporated in India,
for establishing and maintaining internal financial an understanding of internal financial controls over controls over financial reporting with reference to is based on the corresponding reports of the auditors of
controls based on the internal control over financial financial reporting with reference to these consolidated these consolidated financial statements, including the such subsidiaries, incorporated in India.
reporting criteria established by the Holding Company financial statements, assessing the risk that a material possibility of collusion or improper management override
considering the essential components of internal weakness exists, and testing and evaluating the design of controls, material misstatements due to error or fraud For S.R. Batliboi & Co. LLP
control stated in the Guidance Note on Audit of Internal and operating effectiveness of internal control based on may occur and not be detected. Also, projections of any Chartered Accountants
Financial Controls Over Financial Reporting issued by the assessed risk. The procedures selected depend on evaluation of the internal financial controls over financial ICAI Firm Registration Number: 301003E/E300005
the Institute of Chartered Accountants of India. These the auditor’s judgement, including the assessment of the reporting with reference to these consolidated financial
per Kamal Agarwal
responsibilities include the design, implementation and risks of material misstatement of the financial statements, statements to future periods are subject to the risk that
Partner
maintenance of adequate internal financial controls that whether due to fraud or error. the internal financial control over financial reporting with
Membership Number: 058652
were operating effectively for ensuring the orderly and reference to these consolidated financial statements may
We believe that the audit evidence we have obtained and UDIN: 20058652AAAABW8679
efficient conduct of its business, including adherence become inadequate because of changes in conditions,
the audit evidence obtained by the other auditors in terms
to the respective company’s policies, the safeguarding or that the degree of compliance with the policies or Place of Signature: Kolkata
of their reports referred to in the Other Matters paragraph
of its assets, the prevention and detection of frauds and procedures may deteriorate. Date: June 29, 2020
below, is sufficient and appropriate to provide a basis for
errors, the accuracy and completeness of the accounting
our audit opinion on the internal financial controls over
records, and the timely preparation of reliable financial
financial reporting with reference to these consolidated
information, as required under the Act.
Auditor’s Responsibility Meaning of Internal Financial Controls Over
Our responsibility is to express an opinion on the
Financial Reporting with Reference to these
company’s internal financial controls over financial
Consolidated Financial Statements
reporting with reference to these consolidated financial
A company’s internal financial control over financial
statements based on our audit. We conducted our audit
reporting with reference to these consolidated financial
in accordance with the Guidance Note on Audit of
statements is a process designed to provide reasonable
Internal Financial Controls Over Financial Reporting (the
assurance regarding the reliability of financial reporting
“Guidance Note”) and the Standards on Auditing, both,
and the preparation of financial statements for external

Consolidated Ind AS Balance Sheet as at 31st March 2020 Consolidated Ind AS Statement of Profit and Loss for the year ended 31st March 2020
Notes As at 31st March 2020 As at 31st March 2019
ASSETS
Notes For the year ended For the year ended
Non-current assets 31st March 2020 31st March 2019
Property, plant and equipment 3 19,866.98 16,706.17 Income
Capital work in progress 3 984.70 105.71
Revenue from operations 21 2,64,007.14 2,18,718.04
Right-of-use assets 31 51,351.14 -
Goodwill 4 13,591.51 - Other income 22 3,181.06 2,814.94
Other intangible assets 4 20,678.70 9,566.82 Total Income (I) 2,67,188.20 2,21,532.98
Financial assets Expenses
(i) Investments 6 2,383.42 1,276.21
(ii) Loans 10 5,471.26 3,362.17 Cost of raw materials consumed 23 620.77 687.07
(iii) Other financial assets 11 287.40 175.23 Purchases of stock-in-trade 2,04,535.34 1,74,284.57
Tax assets (net) 1,625.29 826.19 Changes in inventories of finished goods and Stock-in-Trade 24 2,158.25 (2,705.81)
Other assets 12 212.09 2,107.09
Employee benefits expense 25 19,134.05 14,757.69
Total non-current assets (A) 116,452.49 34,125.59
Current assets Other expenses 26 31,826.62 30,803.53
Inventories 5 24,828.35 26,982.13 Total Expenses (II) 2,58,275.03 2,17,827.05
Financial assets Earnings before interest expense, tax, depreciation and 8,913.17 3,705.93
(i) Investments 6 - 983.39
(ii) Trade receivables 7 6,647.17 4,476.99 amortisation (EBITDA) [(I)-(II)]
(iii) Cash and cash equivalents 8 8,096.99 2,826.95 Depreciation and amortisation 27 13,814.87 2,542.91
(iv) Bank balances other than (iii) above 9 31.05 19,162.56 Finance costs 28 8,195.36 745.06
(v) Loans 10 301.23 -
(vi) Other financial assets 11 121.15 143.39
Profit / (loss) before tax (III) (13,097.06) 417.96
Tax assets (net) 7.39 11.37 Tax expense 34
Other assets 12 2,904.84 2,643.61 Current tax - 178.52
Total current assets (B) 42,938.17 57,230.39
Deferred tax (net) (18.69) -
TOTAL ASSETS (A+B) 159,390.66 91,355.98
EQUITY AND LIABILITIES Profit / (loss) for the year (IV) (13,078.37) 239.44
EQUITY Other Comprehensive Income/(loss)
Equity share capital 13 3,976.71 3,976.71 Items that will not be reclassified subsequently to profit or loss
Other equity 14 23,417.82 50,835.79
Total equity (C) 27,394.53 54,812.50
Remeasurement of defined benefit plans (58.55) (139.13)
LIABILITIES [net of tax of H Nil (previous year : H 37.18 Lakhs)]
Non-current liabilities Other Comprehensive Income/(loss) for the year (V) (58.55) (139.13)
Financial liabilities
Total Comprehensive Income/(loss) for the year [(IV)+(V)] (13,136.92) 100.31
(i) Borrowings 15 8,681.05 -
(ii) Lease liabilities 31 56,269.14 - Profit / (loss) for the year attributable to:
(iii) Other financial liabilities 16 94.43 85.47 Equity holders of the parent (13,078.37) 239.44
Deferred tax liabilities (net) 34 2,168.95 - Non-controlling interests - -
Provisions 20 1,029.68 822.73
Total non-current liabilities (D) 68,243.25 908.20
(13,078.37) 239.44
Current liabilities Other comprehensive income / (loss) for the year attributable to:
Contract liabilities 17 746.21 393.82 Equity holders of the parent (58.55) (139.13)
Financial liabilities
Non-controlling interests - -
(i) Borrowings 15 8,334.80 -
(ii) Lease liabilities 31 9,456.76 (58.55) (139.13)
(iii) Trade payables 18 Total comprehensive income / (loss) for the year attributable to:
- Total outstanding dues of micro enterprises and small enterprises 312.91 67.50 Equity holders of the parent (13,136.92) 100.31
- Total outstanding dues of creditors other than micro enterprises and small 37,085.76 31,137.46
enterprises
Non-controlling interests - -
(iv) Other financial liabilities 16 4,715.43 2,134.94 (13,136.92) 100.31
Other current liabilities 19 1,804.19 480.36 Earnings per share - Basic and Diluted 29 (16.44) 0.30
Provisions 20 1,296.82 1,421.20
[Nominal value per equity share H 5 (31st March 2019: H 5)]
Total current liabilities (E) 63,752.88 35,635.28
TOTAL EQUITY AND LIABILITIES (C+D+E) 159,390.66 91,355.98 The accompanying notes form an integral part of these Consolidated Ind AS Financial Statements.
The accompanying notes form an integral part of these Consolidated Ind AS Financial Statements. This is the Consolidated Ind AS Statement of Profit and Loss referred to in our report of even date..
This is the Consolidated Ind AS Balance Sheet referred to in our report of even date. For S.R. Batliboi & Co. LLP For and on behalf of Board of Directors
Firm registration number - 301003E/E300005
Partner Chief Executive Officer Director Chairman Membership number - 058652 and Managing Director DIN: 03486121 DIN: 00074796
Membership number - 058652 and Managing Director DIN: 03486121 DIN: 00074796 DIN: 03586196
DIN: 03586196 Place : Gurugram Place : Kolkata Place : Kolkata
Place : Gurugram Place : Kolkata Place : Kolkata
Rahul Nayak Rama Kant Kumar Tanmay Rahul Nayak Rama Kant Kumar Tanmay
Whole-time Director Company Secretary Chief Financial Officer Whole-time Director Company Secretary Chief Financial Officer
DIN: 06491536 DIN: 06491536
Place : Mumbai Place : Kolkata Place : Mumbai Place : Mumbai Place : Kolkata Place : Mumbai
Place : Kolkata Place : Kolkata

Date : 29th June 2020 Date : 29th June 2020 Date : 29th June 2020 Date : 29th June 2020

Consolidated Ind AS Statement of Changes in Equity for the year ended 31st March 2020 Consolidated Ind AS Cash Flow Statement for the year ended 31st March 2020
A. Equity share capital H in Lakhs
31st March 2020 31st March 2019 For the year ended For the year ended
No. of shares H in Lakhs No. of shares H in Lakhs 31st March 2020 31st March 2019
Operating Activities
Balance at the beginning of the year 7,95,34,226 3,976.71 - -
Equity shares allotted pursuant to the Scheme - - 7,95,34,226 3,976.71
Adjustments :
[(refer note no. 42(i) & 2.2(q)(ii)]
Depreciation and amortisation 13,814.87 2,542.91
Balance at the end of the year 7,95,34,226 3,976.71 7,95,34,226 3,976.71
Provision for bad and doubtful debts 994.52 94.24
Provision for doubtful store lease deposit 49.79 -
B. Other Equity H in Lakhs Bad debts / irrecoverable balances written off 18.46 -
Reserves and Surplus Provision for decommissioning liability 25.54 53.62
Total Provision for obsolete stocks 714.84 222.71
Capital reserve Retained earnings
Interest on non-cumulative non-convertible redeemable preference shares 8.96 -
Balance at 1st April 2018 56,133.85 (5,398.37) 50,735.48
Finance cost 8,160.86 45.14
Profit for the year - 239.44 239.44
Fair value gain on investments measured at fair value through profit or loss (879.75) (247.04)
Remeasurement of defined benefit plans - (139.13) (139.13)
(FVTPL)
Balance at 31st March 2019 56,133.85 (5,298.06) 50,835.79
Gain on sale of investments (411.86) (100.92)
Adjustment on account of adoption of Ind AS 116 - (14,281.05) (14,281.05)
Interest income (720.19) (1,828.76)
Leases [refer note 2.1(b) & note 31]
Gain on sale of property, plant and equipment (60.45) (27.28)
Balance at 1st April 2019 after adjustment 56,133.85 (19,579.11) 36,554.74 Reversal of net liability on termination of lease (447.08) -
Profit/(Loss) for the year - (13,078.37) (13,078.37) Cash generated from operations before working capital changes 8,171.45 1,172.58
Remeasurement of defined benefit plans - (58.55) (58.55) Working capital changes:
Balance at 31st March 2020 56,133.85 (32,716.03) 23,417.82 (Increase)/decrease in inventories 3,951.14 (2,955.71)
The accompanying notes form an integral part of these Consolidated Ind AS Financial Statements. (Increase) in trade receivables (2,756.98) (850.55)
(Increase) in loans (839.73) (376.26)
This is the Consolidated Ind AS Statement of Changes in Equity referred to in our report of even date..
Decrease in other financial assets 187.51 216.19
For S.R. Batliboi & Co. LLP For and on behalf of Board of Directors (Increase)/decrease in other assets 1,083.43 (1,323.98)
Chartered Accountants Increase in trade payables 1,812.98 3,182.97
Firm registration number - 301003E/E300005 Increase/(decrease) in financial liabilities (17.61) 160.41
Increase in other current liabilities 532.28 93.69
Increase in contract liabilities 352.39 31.41
(Decrease) in provisions (346.76) (305.51)
Cash flow generated from / (used in) operating activities 12,130.10 (954.76)
Income taxes paid (721.09) (333.00)
DIN: 03586196
Net cash generated from / (used in) operating activities (A) 11,409.01 (1,287.76)
Investing Activities
Purchase of property, plant and equipments, including intangible assets, (4,334.06) (4,581.38)
Rahul Nayak Rama Kant Kumar Tanmay capital work in progress and capital advances
Whole-time Director Company Secretary Chief Financial Officer Proceeds from sale of property, plant and equipments 63.33 65.41
DIN: 06491536 Payment towards acquisition of a subsidiary acquired in a business (17,068.47) -
Place : Mumbai Place : Kolkata Place : Mumbai combination [(refer note no. 42(ii) & 2.2(q)(i)]
Investment in alternative investment fund (202.50) (375.00)
Place : Kolkata
Proceeds from alternative investment fund 14.31 29.06
Purchase of mutual fund units (49,983.69) (18,418.07)
Proceeds from sale of mutual fund units 51,378.94 17,537.53
Investment in bank deposits (20.50) (34,424.80)
Redemption / maturity of bank deposits 19,066.58 40,329.41
Interest received 392.98 2,021.25
Net cash generated from / (used in) investing activities (B) (693.08) 2,183.41

Consolidated Ind AS Cash-flow Statement for the year ended 31st March 2020 Notes to Consolidated Ind AS financial statements as at and for the year ended 31st March 2020
H in Lakhs 1. Corporate Information
For the year ended For the year ended These Consolidated Ind AS financial statements (“Financial Statements”) comprise Standalone Ind AS financial
31st March 2020 31st March 2019 statements of Spencer’s Retail Limited (formerly known as RP-SG Retail Limited) (“the Company” or “Parent
Financing Activities Company” or “Holding Company”) and its subsidiaries (collectively, “the Group”) as at and for the year ended 31st
Repayment of lease liabilities (principle) (5,731.00) - March 2020. The Company was incorporated as RP-SG Retail Limited, a public limited company incorporated under
Proceeds from non-current borrowings 3,000.00 - the provisions of the Companies Act, 2013 (“the Act”), pursuant to a certificate of incorporation dated February 8,
Repayment of non-current borrowings (977.05) -
2017, under the corporate identity number L74999WB2017PLC219355 having its registered office at Duncan House,
Net movement in current borrowings 6,320.40 -
31, Netaji Subhas Road, Kolkata - 700001. The name of the Company was changed from “RP-SG Retail Limited” to
Interest paid (8,058.24) (9.60)
“Spencer’s Retail Limited” vide certificate of incorporation pursuant to change of name issued by the Registrar of
Net cash used in financing activities (C) (5,445.89) (9.60)
Net increase in cash and cash equivalents (A+B+C) 5,270.04 886.05 Companies, Kolkata dated 13th December 2018.
Cash and cash equivalents at the beginning of the year 2,826.95 1,940.90 The Group is primarily engaged in developing, conducting, and promoting organised retail and operates
Cash and cash equivalents at the end of the year 8,096.99 2,826.95
departmental and neighborhood stores under various formats across the country.
Components of cash and cash equivalents :
Balance with banks in current accounts 7,197.68 1,384.90 Information on the Group’s structure is provided in Note 2.1(d) Information on other related party relationships of
Balance with credit card, e-wallet companies and others 371.80 777.31 the Group is provided in Note 37.
Cash on hand 527.51 664.74
Total cash and cash equivalents at the end of the year 8,096.99 2,826.95 2.1 Basis of preparation
(a) Statement of compliance
Changes in liabilities arising from financing activities : H in Lakhs The financial statements of the Group have been prepared in accordance with Indian Accounting Standards
Particulars As at Acquired dur- Cash flows Non-cash As at (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to
1st April ing the year Inflow/ changes 31st March time) and presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant
2019 [(refer note no. (outflow) 2020 Schedule III), as applicable to the financial statements.
42(ii) & 2.2(q)
(i)] These financial statements have been prepared in accordance with the accounting policies, set out below and
Other Financial Liabilities - Preference shares 85.47 - - 8.96 94.43 were consistently applied to all periods presented unless otherwise stated.
Non Current Borrowing (including current - 8,756.62 2,022.95 39.80 10,819.37
maturities on borrowings) These financial statements of the Group for the year ended 31st March, 2020 were approved for issuance in
Current Borrowings - 2,014.40 6,320.40 8,334.80 accordance with the resolution of the Board of Directors on 29th June 2020.
Lease Liabilities [refer note 31] 50,900.05 12,871.63 (5,731.00) 7,685.22 65,725.90
(b) Changes in accounting policies and disclosures
H in Lakhs New and amended standards
Particulars As at Cash flows Non-cash As at The Group applied Ind AS 116 Leases for the first time. The nature and effect of the changes as a result of
1st April 2018 Inflow/(outflow) changes 31st March 2019 adoption of this new accounting standard is described below.
Other Financial Liabilities - Preference shares 78.04 - 7.43 85.47
Ind AS 116 supersedes Ind AS 17 Leases including its appendices (Appendix A of Ind AS 17 Operating Leases-
Non-cash Investing activities includes addition to Right-of-Use assets (refer note 31)
Incentives, Appendix B of Ind AS 17 Evaluating the Substance of Transactions Involving the Legal Form of a
The accompanying notes form an integral part of these Consolidated Ind AS Financial Statements.
Lease and Appendix C of Ind AS 17 Determining whether an Arrangement contains a Lease). The standard sets
This is the Consolidated Ind AS Cash flow Statement referred to in our report of even date.
out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees
For S.R. Batliboi & Co. LLP For and on behalf of Board of Directors to account for all leases under a single on-balance sheet model.
Firm registration number - 301003E/E300005 Lessor accounting under Ind AS 116, Lessors will continue to classify leases as either operating or finance leases
under similar principles as in Ind AS 17. Therefore, Ind AS 116 did not have any impact for leases where the
Group is the lessor.
Partner Chief Executive Officer Director Chairman Effective 1st April 2019, the Group adopted Ind AS 116 “Leases” and applied the standard to all lease contracts
Membership number - 058652 and Managing Director DIN: 03486121 DIN: 00074796 existing on 1st April 2019 using the modified retrospective method and has taken the cumulative adjustment to
DIN: 03586196
Place : Gurugram Place : Kolkata Place : Kolkata retained earnings, on the date of initial application as on 1st April 2019. Consequently, the Group recorded the
lease liability at the present value of the lease payments discounted at the incremental borrowing rate and the
Rahul Nayak Rama Kant Kumar Tanmay right of use asset at its carrying amount as if the standard had been applied since the commencement date of the
Whole-time Director Company Secretary Chief Financial Officer lease, but discounted at the Group’s incremental borrowing rate at the date of initial application. Comparatives
DIN: 06491536 as at and for the year ended 31st March 2019 have not been retrospectively adjusted and therefore will continue
Place : Mumbai Place : Kolkata Place : Mumbai to be reported under the accounting policies as per Ind AS 17 ‘Leases’ applicable till 31st March, 2019.
Place : Kolkata

Notes to Consolidated Ind AS financial statements as at and for the year ended 31st March 2020 Notes to Consolidated Ind AS financial statements as at and for the year ended 31st March 2020
On transition, the adoption of the new standard resulted in recognition of Right-of-Use asset of H38,926.24 Consolidation procedure:
Lakhs and a lease liability of H50,900.05 Lakhs (refer Note 31). The cumulative effect of applying the standard, (i) Combine like items of assets, liabilities, income, expenses and cash flows of the parent with those of its
amounting to H14,281.05 Lakhs was debited to retained earnings. In the current period, operating lease expenses subsidiaries. For this purpose, income and expenses of the subsidiary are based on the amounts of the
which were recognised as other expenses in previous year is now recognised as depreciation expense for assets and liabilities recognised in the consolidated financial statements at the acquisition date.
right-of-use asset and finance cost for interest accrued on lease liability. Pursuant to above, loss before tax for
(ii) Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s
the year ended 31st March 2020 is increased by H 2509.00 Lakhs and to this extent, results for the year ended
portion of equity of each subsidiary. Business combinations policy explains how to account for any related
31st March 2020 are not comparable with previous year.
goodwill.
The following is the summary of practical expedients elected on initial application:
(iii) Eliminate in full intragroup assets and liabilities, income, expenses and cash flows relating to transactions
a) Applied a single discount rate to a portfolio of leases with reasonably similar characteristics between entities of the group (profits or losses resulting from intragroup transactions that are recognised
in assets, such as inventory and fixed assets, are eliminated in full). Ind AS 12 Income Taxes applies to
b) Applied the short-term leases exemptions to leases with lease term that ends within 12 months of the date
temporary differences that arise from the elimination of profits and losses resulting from intragroup
of initial application.
transactions.
c) Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial
Group Information
application
Information about subsidiaries
d) Used hindsight in determining the lease term where the contract contained options to extend or terminate
The consolidated financial statement of the Group includes the subsidiaries listed in the table below:
the lease
Name Principal Country of Equity Interest Equity Interest
The Group elected to use the transition practical expedient to not reassess whether a contract is or contains a Activities Incorporation 31st March 2020 31st March 2019
lease at 1st April 2019. Instead, the Group applied the standard only to contracts that were previously identified Omnipresent Retails India Private E-Commerce India 100% 100%
as leases applying Ind AS 17 and Appendix C to Ind AS 17 at the date of initial application. Limited
Natures Basket Limited (w.e.f. 4th July, Organised India 100 % NA
(c) Basis of measurement
2019) retail stores
The financial statements have been prepared on accrual basis under historical cost convention, except for the
following assets and liabilities, which had been measured at fair value as required by the relevant Ind AS:
(e) Functional and presentation currency
- Certain Financial Assets and Liabilities (refer accounting policy regarding Financial Instruments); These financial statements are presented in Indian Rupees (H), which is also the Parent company functional
- Defined Employee Benefit Plans currency. All amounts have been rounded off to the nearest Lakhs, unless otherwise indicated.
- Contingent consideration in a business combination (f) Use of estimates and judgments

The preparation of the financial statements in conformity with Ind AS requires management to make
(d) Basis of Consolidation
judgments, estimates and assumptions that affect the application of accounting policies and the reported
The consolidated Ind AS financial statements have been prepared on the basis of standalone Ind AS financial
amounts of assets, liabilities, income, expenses and disclosures of contingent assets and liabilities at the date of
statements of Spencer’s Retail Limited and its wholly owned subsidiary, namely, Omnipresent Retail India Private
these financial statements and the reported amounts of revenues and expenses for the years presented. These
Limited and special purpose standalone Ind AS financial statements of Natures Basket Limited (prepared by its
judgments and estimates are based on management’s best knowledge of the relevant facts and circumstances,
management in accordance with Indian Accounting Standards specified under section 133 of the Companies
having regard to previous experience, but actual results may differ materially from the amounts included in the
Act 2013 except that comparatives have not been presented). Consolidated financial statements are prepared
using uniform accounting policies for like transactions and other events in similar circumstances. If a member
of the Group uses accounting policies other than those adopted in the consolidated financial statements for like Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
transactions and events in similar circumstances, appropriate adjustments are made to that Group member’s are recognised in the years in which the estimate is revised and future years affected.
financial statements in preparing the consolidated financial statements to ensure conformity with the Group’s The information about significant areas of estimation uncertainty and critical judgments in applying accounting
accounting policies. The financial statements of all entities used for the purpose of consolidation are drawn up policies that have the most significant effect on the amounts recognized in the financial statements are as
to same reporting date as that of the parent company. given below:
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the (i) Useful life and residual value of property, plant and equipment and intangible assets - Note 2.2 (c), (e), 3 & 4
investee and has the ability to affect those returns through its power over the investee. Specifically, the Group (ii) Determining the fair values of investments - Note 2.2(g), 6
controls an investee if and only if the Group has:
(iii) Recognition and measurement of provisions and contingencies: key assumptions about the likelihood
1) Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of and magnitude of an outflow of resources - Note 2.2 (j), 20 & 30 (a)
the investee) (iv) Measurement of defined benefit obligations: key actuarial assumptions - Note 2.2(i), 36
2) Exposure, or rights, to variable returns from its involvement with the investee, and (v) Impairment of financial assets: key assumptions used in estimating recoverable cash flows - Note 2.2 (g)
3) The ability to use its power over the investee to affect its returns & 38

(vi) Non recognition of deferred tax assets - Note 2.2 (p)(ii) & 34 “Decommissioning liability”) of assets at the time of store closure is included in the cost of lease hold
(vii) Transition policy, choice, discounting rate and lease term for accounting of Right-of-use assets and lease improvements. With effect from 1st April 2019 restoration cost is capitalised with right-of-use assets.
liabilities under Ind AS 116 - Note 2.1(b), 2.2(o) and Note 31 A fixed asset is eliminated from the financial statements on disposal or when no further benefit is expected
(viii) Fair valuation of assets and liabilities acquired in a business combination - Note 42(ii) & 2.2(q)(i) from its use and disposal. Any gain or loss on disposal of an item of property, plant and equipment is
recognised in Statement of Profit and Loss.
2.2 Significant accounting policies
(a) Current and non-current classification (ii) Depreciation methods, estimated useful lives and residual value
An asset is treated as current when it is: Depreciation is calculated using the straight line method to allocate their cost, net of their residual values on
the basis of useful lives prescribed in Schedule II to the Act and based on management’s estimate of useful
- Expected to be realised or intended to be sold or consumed in normal operating cycle or
lives. The management believes that these estimated useful lives are realistic and reflect fair approximation
- Held primarily for the purpose of trading or
of the period over which the assets are likely to be used. Expenditure in respect of improvements, etc.
- Expected to be realised within twelve months after the reporting period, or carried out at the rented / leased premises are depreciated over the initial period of lease or useful life of
- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve assets, whichever is lower. The residual values, useful lives and methods of depreciation of property, plant
months after the reporting period and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.
All other assets are classified as non-current. The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed
at each financial year end and adjusted prospectively, if appropriate.
A liability is current when:
Depreciation is calculated on a straight line basis using the rates arrived based on the useful lives estimated
- It is expected to be settled in normal operating cycle or
by the management, which are as follows:
- It is held primarily for the purpose of trading or
Class of assets Management estimate of useful life
- It is due to be settled within twelve months after the reporting period, or Computer hardwares 3 to 6 years
- There is no unconditional right to defer the settlement of the liability for at least twelve months after the Furniture and fixtures 3 to 15 years
reporting period Vehicles 5 years
Office equipments 5 years
The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of
Plant and machineries 15 to 25 years
equity instruments do not affect its classification.
The Group classifies all other liabilities as non-current. Based on the internal assessment carried out by the in-house technical team, management believes that
the residual value and useful lives as given above best represents the period over which management
Deferred tax assets and liabilities are classified as non-current assets and liabilities respectively.
expects to use these assets. Hence, the useful lives for these assets are different from the useful lives as
(b) Foreign currency transactions prescribed under part C of schedule II of the companies act 2013.
Transactions in foreign currencies are translated into the functional currency of the Group at the exchange
(iii) Capital work in progress (CWIP)
rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies
Capital work-in-progress includes cost of property, plant and equipment under installation / under
are translated into the functional currency at the exchange rate prevailing at the reporting date. Non-monetary
development net off impairment loss, if any, as at the balance sheet date. Directly attributable expenditure
assets and liabilities that are measured at fair value in a foreign currency are translated into the functional
incurred on project under implementation are shown under CWIP. At the point when an asset is capable
currency at the exchange rate when the fair value was determined. Non-monetary assets and liabilities that are
of operating in the manner intended by management, the capital work in progress is transferred to the
measured based on historical cost in a foreign currency are translated at the exchange rate at the date of initial
appropriate category of property, plant and equipment.
transaction. Exchange differences are recognised in the Statement of Profit and Loss in the period in which
they arise. (d) Impairment of non-financial assets
The carrying amount of assets is reviewed at each balance sheet date, to determine if there is any indication
(c) Property, plant and equipment (PPE)
of impairment based on the internal/external factors. An impairment loss is recognized wherever the carrying
(i) Recognition and measurement
amount of assets exceeds its recoverable amount which is the greater of net selling price and value in use of the
Items of property, plant and equipment are stated at cost less accumulated depreciation and accumulated
respective assets. In assessing the value in use, the estimated future cash flows are discounted to their present
impairment losses, if any.
value using a pre-tax discount rate that reflects current market assessment of the time value of money and risk
The cost of an item of property, plant and equipment comprises its purchase price inclusive of non- specific to the asset. For the purpose of assessing impairment, assets are grouped at the lowest levels for which
refundable duties and taxes, incidental expenses, erection/commissioning expenses, borrowing cost, there are separately identifiable cash flows.
any directly attributable cost of bringing the item to its working condition for its intended use and costs
(e) Intangible assets
of dismantling and removing the item and restoring the site on which it is located. Trade discounts and
Intangible assets acquired separately are measured on initial recognition at cost, which includes purchase
rebates are deducted from the purchase price.
price and any cost directly attributable to bringing the asset to the conditions necessary for it to be capable of
Expenditure incurred in setting up of stores are capitalised as a part of lease hold improvements. Upto operating in the manner intended by management. Following initial recognition, intangible assets are carried
31st March 2019, the present value of the expected cost to be incurred on removal (“restoration cost” or at cost less any accumulated amortisation and accumulated impairment losses, if any.

All relatable expenditure incurred with respect to developing designs which are capable of being used for more cash flow characteristics and the Group’s business model for managing them. With the exception of trade
than one season are capitalised and amortised over the useful period of the design. receivables that do not contain a significant financing component or for which the Group has applied
the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of
The useful lives of intangible assets are assessed as either finite or indefinite. Finite life intangible assets are
a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not
amortised using straight line method over the period of their expected useful lives. Estimated useful lives of
contain a significant financing component or for which the Group has applied the practical expedient are
intangible assets are as follows:
measured at the transaction price determined under Ind AS 115.
Class of assets Management estimate of useful life
Computer softwares 6 years to 10 years Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity
Know-how and licenses 10 years instruments designated at fair value through OCI when they meet the definition of equity under Ind
Designs 3 years AS 32 Financial Instruments: Presentation and are not held for trading. The classification is determined
Brand Indefinite life on an instrument-by-instrument basis. Equity instruments which are held for trading and contingent
Goodwill Indefinite life consideration recognised by an acquirer in a business combination to which Ind AS103 applies are classified
as at FVTPL.
An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it
future economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of
needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal
the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset)
amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.
is included in the statement of profit and loss when the asset is derecognised.
Financial assets with cash flows that are not SPPI are classified and measured at fair value through income
Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment statement, irrespective of the business model.
whenever there is an indication that the intangible asset may be impaired. The amortisation period and the
The Group’s business model for managing financial assets refers to how it manages its financial assets in
amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each
order to generate cash flows. The business model determines whether cash flows will result from collecting
reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic
contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at
benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and
amortised cost are held within a business model with the objective to hold financial assets in order to collect
are treated as changes in accounting estimates.
contractual cash flows while financial assets classified and measured at fair value through OCI are held
Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually. The within a business model with the objective of both holding to collect contractual cash flows and selling.
assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be
Subsequent measurement
supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
For purposes of subsequent measurement, financial assets are classified in three categories:
(f) Inventories
• Financial assets at amortised cost
Inventories of traded goods, finished goods and packing materials are valued at lower of cost and net realisable
value. Cost of inventories comprise costs of purchase and other costs incurred in bringing the inventories to • Financial assets designated at fair value through OCI (equity instruments)
their present condition and location. Cost is determined under moving weighted average method. Costs of • Financial assets at fair value through profit or loss (FVTPL)
purchased inventory are determined after deducting rebates and discounts.
Financial assets at amortised cost
Raw materials are valued at lower of cost and net realisable value. However, materials held for use in production A ‘financial asset’ is measured at the amortised cost if both the following conditions are met:
of inventories are not written down below cost if the finished products in which they will be incorporated are
a) The asset is held within a business model whose objective is to hold assets for collecting contractual
expected to be sold at or above cost. Cost is determined on a weighted average basis.
cash flows, and
Obsolete, slow moving and damaged stock is valued at lower of cost less provision and net realisable value.
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of
Such inventories are identified from time to time and where necessary a provision is made for such inventories.
principal and interest (SPPI) on the principal amount outstanding.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated cost
After initial measurement, such financial assets are subsequently measured at amortised cost using the
necessary to make the sale.
effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount
(g) Financial instruments or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or included in finance income in the profit or loss. The losses arising from impairment are recognised in the
equity instrument of another entity. profit or loss. The Group’s financial assets at amortised cost includes trade receivables, loans and other
(i) Financial Assets financial assets.
Initial recognition and measurement Financial assets designated at fair value through OCI (equity instruments)
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as
through other comprehensive income (FVOCI), and fair value through profit or loss (FVTPL). other income in the statement of profit and loss when the right of payment has been established, except
The classification of financial assets at initial recognition depends on the financial asset’s contractual when the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in

which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
not subject to impairment assessment. expires.
The Group elected to classify irrevocably its equity investments in subsidiaries under this category. (iii) Offsetting financial instruments
Financial assets and liabilities are off set and the net amount is reported in the balance sheet where there is a
Financial assets at fair value through profit or loss (FVTPL):
legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or
Financial assets at fair value through profit or loss are carried in the balance sheet at fair value with net
realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent
changes in fair value recognised in the statement of profit and loss.
on future events.
This category includes investments in units of mutual funds, alternative investment fund. It also includes
(iv) Fair value measurement
equity investments which the Group had not irrevocably elected to classify at fair value through OCI.
The Group measures financial instruments, such as, equity share, mutual funds etc. at fair value at each
Dividends on equity investments are recognised in the statement of profit and loss when the right of
balance sheet date.
payment has been established.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
Derecognition:
transaction between market participants at the measurement date. The fair value measurement is based on
A financial asset is primarily derecognised (i.e. removed from the Group’s consolidated balance sheet)
the presumption that the transaction to sell the asset or transfer the liability takes place either:
when:
- In the principal market for the asset or liability, or
- The rights to receive cash flows from the asset have expired, or
- In the absence of a principal market, in the most advantageous market for the asset or liability
- The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation
to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ The principal or the most advantageous market must be accessible by the Group.
arrangement; and either (a) the group has transferred substantially all the risks and rewards of the asset,
The fair value of an asset or a liability is measured using the assumptions that market participants would
or (b) the group has neither transferred nor retained substantially all the risks and rewards of the asset, but
use when pricing the asset or liability, assuming that market participants act in their economic best interest.
has transferred control of the asset.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to
In that case, the Group also recognises an associated liability. The transferred asset and the associated
generate economic benefits by using the asset in its highest and best use or by selling it to another market
liability are measured on a basis that reflects the rights and obligations that the Group has retained.
participant that would use the asset in its highest and best use.
Impairment of financial assets
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at
data are available to measure fair value, maximising the use of relevant observable inputs and minimising
fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due
the use of unobservable inputs.
in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an
approximation of the original effective interest rate. The expected cash flows will include cash flows from All assets and liabilities for which fair value is measured or disclosed in the financial statements are
the sale of collateral held or other credit enhancements that are integral to the contractual terms. categorised within the fair value hierarchy, described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
In accordance with Ind AS 109, the Group assesses on a forward-looking basis the expected credit loss
associated with its assets carried at amortised cost. Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
The Group considers a financial asset in default when contractual payments are due for a period greater than Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value
a predefined period as per management policy. However, in certain cases, the Group may also consider a measurement is directly or indirectly observable
financial asset to be in default when internal or external information indicates that the Group is unlikely to Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value
receive the outstanding contractual amounts in full before taking into account any credit enhancements measurement is unobservable
held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group
contractual cash flows.
determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization
(ii) Financial Liabilities (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and each reporting period.
payables, net of directly attributable transaction costs. After initial recognition, Interest-bearing loans and
The management determines the policies and procedures for both recurring fair value measurement, such
borrowings are measured at amortised cost using the Effective Interest Rate (EIR) method. Gains and losses
as unquoted financial assets measured at fair value, etc.
are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation
process. (h) Cash and cash equivalents
Cash and cash equivalent (including for Statement of Cash Flows) comprise cash at banks, cash on hand and
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or
short-term deposits with an original maturity of less than three months, which are subject to an insignificant
costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement
risk of changes in value.
of profit and loss.

(i) Employee benefits the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the
Short-term employee benefits obligation.
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as and
In an event when the time value of money is material, the provision is carried at the present value of the cash
when the related services are provided. A liability is recognised for the amount expected to be paid, if the
flows estimated to settle the obligation.
Group has a present legal or constructive obligation to pay this amount as a result of past service provided
by the employee, and the amount of obligation can be estimated reliably. When the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract,
the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The
Defined contribution plans
expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.
A defined contribution plan is a post-employment benefit plan under which an entity pays a fixed
contribution and will have no legal or constructive obligation to pay further amounts. Obligations for Decommissioning liability
contributions to provident and superannuation fund are recognised as an employee benefit expense in Decommissioning costs are provided at the present value of expected costs to settle the obligation using
Statement of Profit and Loss when the contributions to the respective funds are due. estimated cash flows and are recognised as part of the cost of the particular asset. The unwinding of the
discount is expensed as incurred and recognised in the statement of profit and loss as a finance cost. The
Defined benefit plans
estimated future costs of decommissioning are reviewed annually and adjusted as appropriate. Changes in the
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The
estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset.
Group’s gratuity benefit scheme is a defined benefit plan. The Group’s net obligation in respect of defined
benefit plans is calculated by estimating the amount of future benefit that employees have earned in the (k) Contingent liabilities
current and prior periods, discounting that amount and deducting the fair value of any plan assets. A contingent liability is a possible obligation that arises from a past event, with the resolution of the contingency
dependent on uncertain future events, or a present obligation where no outflow is possible. Major contingent
The calculation of defined benefit obligation is performed annually by a qualified actuary using the projected
liabilities are disclosed in the financial statements unless the possibility of an outflow of economic resources is
unit credit method. When the calculation results in a potential asset for the Group, the recognised asset is
remote.
limited to the present value of economic benefits available in the form of any future refunds from the plan
or reductions in future contributions to the plans. (l) Revenue recognition
Revenue from contracts with customers is recognised when control of the goods or services are transferred
Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding
to the customer at an amount that reflects the consideration to which the Group expects to be entitled in
amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding
exchange for those goods or services.
amounts included in net interest on the net defined benefit liability), are recognised immediately in the
balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which The following specific recognition criteria must also be met before revenue is recognised:
they occur. Remeasurements are not reclassified to profit or loss in subsequent periods. Sale of goods
Past service costs are recognised in profit or loss on the earlier of: Revenue from sale of goods is recognised on delivery of merchandise to the customer, when the property in
the goods is transferred for a price, and significant risks and rewards have been transferred and no effective
- The date of the plan amendment or curtailment, and
ownership control is retained. Revenue from the sale of goods is measured at the fair value of the consideration
- The date that the Group recognises related restructuring costs
received or receivable, net of returns and allowances, trade discounts, volume rebates, Goods and Services Tax
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Group (GST) and amounts collected on behalf of third parties.
recognises the following changes in the net defined benefit obligation as an expense in the consolidated
Where the Group is the principal in the transaction, the sales are recorded at their gross values. Where the
statement of profit and loss:
Group is effectively the agent in the transaction, the cost of the merchandise is disclosed as a deduction from
- Service costs comprising current service costs, past-service costs, gains and losses on curtailments and the gross value.
non-routine settlements; and
The Group considers whether there are other promises in the contract that are separate performance obligations
- Net interest expense or income. to which a portion of the transaction price needs to be allocated. Any amounts received for which the Group
does not have any separate performance obligation are considered as a reduction of purchase costs.
Compensated absences
The employees of the Group are entitled to compensated absences which are both accumulating and The Group has contracts with concessionaire whereby it facilitates in the sale of products of these
non-accumulating in nature. The expected cost of accumulating compensated absences is measured on concessionaires. The inventory of the concessionaire does not pass to the Group till the product is sold. At the
the basis of an independent actuarial valuation using the projected unit credit method, for the unused time of sale of such inventory, the sales value along with the cost of inventory is disclosed separately as sale
entitlement that has accumulated as at the balance sheet date. Non-accumulating compensated absences of goods and cost of goods sold and forms part of Revenue in the Statement of Profit and Loss, only the net
are recognised in the period in which the absences occur. revenue earned i.e. margin is recorded as a part of revenue. Thus, the Group is an agent and records revenue at
the net amount that it retains for its agency services.
(j) Provisions (other than for employee benefits)
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation Loyalty Program
that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle Sales is allocated between the loyalty programme and the other components of the transaction at fair value.
the obligation. The amount recognised as a provision is the best estimate of the expenditure required to settle The amount allocated to the loyalty programme is deferred, and is recognised as revenue when the Group has

fulfilled its obligations to supply the discounted products under the terms of the programme or when it is no adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct
longer probable that the points under the programme will be redeemed. costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and
impairment losses and adjusted for any remeasurement of lease liabilities. The present value of the expected
Contract liabilities
cost to be incurred on removal of assets at the time of store closure (referred as “Decommissioning liability”) is
A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a
included in the cost of right-of-use assets.
customer before the Group transfers the related goods or services. Contract liabilities are recognised as revenue
when the Group performs under the contract (i.e., transfers control of the related goods or services to the Right-of-use assets are depreciated from the commencement date on a straight-line basis over the lease term.
customer). Right-of-use assets are evaluated for recoverability whenever events or changes in circumstances indicate that
their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount
Other operating revenue
(i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis
Other operating revenue mainly represents recoveries made on account of advertisement for use of space by
unless the asset does not generate cash flows that are largely independent of those from other assets. In such
the customers and other expenses recovered from suppliers. These are recognised and recorded over time or
cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.
at the point in time based on the arrangements with concerned parties.
The lease liabilities are initially measured at the present value of the future lease payments. The lease payments
Dividend income
include fixed payments (including in substance fixed payments) less any lease incentives receivable and
Dividend income is recognised only when the right to receive the same is established, it is probable that the
amounts expected to be paid under residual value guarantees. Variable lease payments that do not depend on
economic benefits associated with the dividend will flow to the Group, and the amount of dividend can be
an index or a rate are recognised as expense.
measured reliably.
The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable,
(m) Interest income
using the incremental borrowing rates for similar term of borrowing as the leases, for the Group. After the
Interest income is recognised based on time proportion basis considering the amount outstanding and using
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced
the effective interest rate (EIR). Interest income is included as other income in the Statement of Profit and Loss.
for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a
(n) Expenses modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments
All expenses are accounted for on accrual basis. resulting from a change in an index or rate used to determine such lease payments) or a change in the
(o) Leases assessment of an option to purchase the underlying asset.
Accounting policies applicable from 1st April 2019: Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have
Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with been classified as financing cash flows.
any option to extend or terminate the lease, if the use of such option is reasonably certain. The Group makes an
Short-term leases
assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether it is reasonably
The Group applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that
certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the
have a lease term of 12 months or less from the commencement date and do not contain a purchase option).
Group considers factors such as any significant leasehold improvements under taken over the lease term, costs
Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-
relating to the termination of the lease and the importance of the underlying asset to its operations taking into
line basis over the lease term.
account the location of the underlying asset and the availability of suitable alternatives. The lease term in future
periods is reassessed to ensure that the lease term reflects the current economic circumstances. Group as a lessor
Leases for which the Group is a lessor is classified as a finance or operating lease. Whenever the terms of the
The Group as a lessee
lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a
The Group’s lease asset classes primarily consist of leases for store. The Group assesses whether a contract
finance lease. All other leases are classified as operating leases.
contains a lease, at the inception of a contract. A contract is, or contains, a lease if the contract conveys the right
to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a Accounting policies applicable upto 31st March 2019:
contract conveys the right to control the use of an identified asset, the Group assesses whether: (i) the contract A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially
involves the use of an identified asset (ii) The Group has substantially all of the economic benefits from use of all the risks and rewards incidental to ownership to the Group is classified as a finance lease. All other leases are
the asset through the period of the lease and (iii) the Group has the right to direct the use of the asset. operating lease. Operating lease payments as per terms of the agreement are recognised as an expense in the
Statement of Profit and Loss representing the time pattern of benefit to the Group as per specific lease terms.
At the date of commencement of the lease, the Group recognizes a right-of-use assets (ROU) and a corresponding
lease liability for all lease arrangements, in which it is a lessee, except for leases with a term of twelve months (p) Income tax
or less (short-term leases) and non-lease components (like maintenance charges, etc.). For these short-term Current Tax
leases and non-lease components, the Group recognizes the lease rental payments as an operating expense. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to
the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or
Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease
substantively enacted, at the reporting date.
term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be
exercised. Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either
in other comprehensive income or in equity). Management periodically evaluates positions taken in the tax
The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability

returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes Goodwill is tested for impairment annually, or more frequently when there is an indication that it may be
provisions where appropriate. impaired. Any impairment loss for goodwill is recognised in profit or loss. An impairment loss recognised
for goodwill is not reversed in subsequent periods.
Deferred tax
Deferred tax is provided on temporary differences between the tax bases and accounting bases of assets and If the initial accounting for a business combination is incomplete by the end of the reporting period
liabilities at the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date. in which the combination occurs, the Group reports provisional amounts for the items for which
the accounting is incomplete. Those provisional amounts are adjusted through goodwill during the
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax
measurement period, or additional assets or liabilities are recognised, to reflect new information obtained
credits and any unused tax losses, to the extent that it is probable that taxable profit will be available against
about facts and circumstances that existed at the acquisition date that, if known, would have affected the
which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses
amounts recognized at that date. These adjustments are called as measurement period adjustments. The
can be utilized.
measurement period does not exceed one year from the acquisition date.
The carrying amount of deferred tax assets is reviewed at each Balance Sheet date and reduced to the extent that
(ii) Business combination involving entities or businesses under common control are accounted for using
it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset
the pooling of interest method whereby the assets and liabilities of the combining entities / business are
to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the
reflected at their carrying value and necessary adjustments, if any, as per the scheme approved by National
extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Company Law Tribunal.
Deferred tax liabilities are recognised for all taxable temporary differences
(r) Compound instrument - non-cumulative non-convertible redeemable preference shares
Deferred tax assets and liabilities are offset when there is legally enforceable right to offset current tax assets and Non-cumulative non-convertible redeemable preference shares where payment of dividend is discretionary
liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax and which are mandatorily redeemable on a specific date, are classified as compound instruments. The fair
liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on net value of liabilities portion is determined by discounting amount repayable at maturity using market rate of
basis, or to realize the asset and settle the liability simultaneously. interest. Difference between proceed received and fair value of liability on initial recognition is included in
(q) Business combination equity, net of tax effects and not measured subsequently. Liability component of non-convertible redeemable
(i) Business combinations are accounted for using the acquisition method. The cost of an acquisition preference shares are subsequently measured at amortised cost. The interest on these non-convertible
is measured as the aggregate of the consideration transferred measured at acquisition date fair value. redeemable preference shares are recognised in profit or loss as finance costs.
Acquisition-related costs are expensed as incurred. (s) Segment reporting
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at Operating segment are reported in a manner consistent with the internal reporting provided to the chief
their acquisition date fair values. For this purpose, the liabilities assumed include contingent liabilities operating decision maker.
representing present obligation and they are measured at their acquisition fair values irrespective of the (t) Borrowing cost
fact that outflow of resources embodying economic benefits is not probable. However, the following assets Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily
and liabilities acquired in a business combination are measured at the basis indicated below: takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of
Deferred tax assets or liabilities, and the assets or liabilities related to employee benefit arrangements are the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of
recognised and measured in accordance with Ind AS 12 Income Tax and Ind AS 19 Employee Benefits interest and other costs that an entity incurs in connection with the borrowing of funds.
respectively. (u) Earnings per share
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity
classification and designation in accordance with the contractual terms, economic circumstances and shareholders of the Group by the weighted average number of equity shares outstanding during the period.
pertinent conditions as at the acquisition date. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to
equity shareholders of the Group and the weighted average number of shares outstanding during the period
Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition
are adjusted for the effects of all dilutive potential equity shares.
date.
(v) Cash flow Statement
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred over
Cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects
the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in
of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or
excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified
payments and item of income or expenses associated with investing or financing cash flows. The cash flows
all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the
from operating, investing and financing activities of the Group are segregated.
amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair
value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in OCI (w) Measurement of EBITDA
and accumulated in equity as capital reserve. However, if there is no clear evidence of bargain purchase, The Group has elected to present Earnings (including interest income) before Interest expense, tax, depreciation
the entity recognises the gain directly in equity as capital reserve, without routing the same through OCI. and amortisation (EBITDA) as a separate line item on the face of the Statement of Profit and Loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. (x) Changes in accounting policies and disclosures due to new and amended standards having no material

impact 3. Property, plant and equipment H in Lakhs
Following are the amendments and interpretations issued during the year ended 31st March 2020, but either Particulars Leasehold Plant and Computer Vehicles Furniture Office Total
are not applicable on the Group or do not have a material impact on these financial statements of the Group. improvements machineries hardwares and fixtures equipments
The Group has not early adopted any standards or amendments that have been issued but are not yet effective/ Gross carrying amount
notified. As at 1st April 2018 8,933.37 4,376.46 1,748.25 19.55 6,508.14 138.74 21,724.51
- Amendments to Ind AS 109 - Prepayment Features with Negative Compensation Additions during the year 1,985.01 941.32 460.41 - 1,362.03 8.26 4,757.03
Disposals during the year 36.12 56.48 8.10 - 173.93 - 274.63
- Amendments to Ind AS 19 - Plan Amendment, Curtailment or Settlement
As at 31st March 2019 10,882.26 5,261.30 2,200.56 19.55 7,696.24 147.00 26,206.91
- Amendments to Ind AS 28 - Long-term interests in associates and joint ventures Acquired in a Business 2,033.50 1,299.58 146.76 0.69 1,061.73 188.01 4,730.27
Combination
- Annual improvement to Ind AS 103 - Business Combinations
[(refer note no. 42(ii) & 2.2(q)(i)]
- Annual improvement to Ind AS 111 - Joint Arrangements Additions during the year 1,504.71 422.26 336.96 - 645.10 5.73 2,914.76
Disposals during the year 238.95 77.70 50.25 - 167.40 30.97 565.27
- Annual Improvement to Ind AS 23 - Borrowing Costs
As at 31st March 2020 14,181.52 6,905.44 2,634.03 20.24 9,235.67 309.77 33,286.67
- Appendix C to Ind AS 12 Uncertainty over Income Tax Treatment
- Annual improvement on - Income tax Accumulated depreciation

As at 1st April 2018 2,395.22 1,124.58 1,101.78 18.22 2,812.26 27.67 7,479.73
Depreciation for the year (refer 725.78 497.56 321.71 0.50 696.83 15.13 2,257.51
note 27)
Disposals for the year 32.80 48.89 3.88 - 150.93 - 236.50
As at 31st March 2019 3,088.20 1,573.25 1,419.61 18.72 3,358.16 42.80 9,500.74
Depreciation for the year (refer 2,397.70 710.91 355.28 0.43 826.24 59.79 4,350.35
note 27)
Disposals for the year 237.58 52.59 27.17 - 90.81 23.25 431.40
As at 31st March 2020 5,248.32 2,231.57 1,747.72 19.15 4,093.59 79.34 13,419.69
Net carrying amount

As at 31st March 2020 8,933.20 4,673.87 886.31 1.09 5,142.08 230.43 19,866.98
As at 31st March 2019 7,794.06 3,688.05 780.95 0.83 4,338.08 104.20 16,706.17
Capital work in progress H in Lakhs

As at 1st April 2018 15.04
Addition during the year 5,073.41
Less : Capitalised to Property, plant equipment and intangible assets during the year 4,982.74
As at 31st March 2019 105.71
Addition during the year 4,108.92
Less : Capitalised to Property, plant equipment and intangible assets during the year 3,229.93
As at 31st March 2020 984.70
Note : Refer note 15 for hypothecation of Property, plant and equipment.

5. Inventories H in Lakhs
4. Other Intangible assets & Goodwill H in Lakhs
As at As at
Particulars Computer Know-how Designs Brands * Goodwill * Total
softwares and licenses
(at the lower of cost and net realisable value)
Gross carrying amount
Raw materials 86.62 78.01
As at 1st April 2018 1,276.27 295.05 - 8,625.00 - 10,196.32
Finished goods 121.73 36.85
Additions during the year 108.98 - 116.73 - - 225.71
As at 31st March 2019 1,385.25 295.05 116.73 8,625.00 - 10,422.03 Stock-in-trade 24,323.95 26,567.08
Acquired in a Business 103.82 - - 11,174.00 13,591.51 24,869.33 Packing materials 296.05 300.19
Combination [(refer note no. 24,828.35 26,982.13
42(ii) & 2.2(q)(i)]
Additions during the year 112.22 - 202.95 - - 315.17 6. Investments H in Lakhs
Disposals during the year - 37.23 - - - 37.23 As at As at
As at 31st March 2020 1,601.29 257.82 319.68 19,799.00 13,591.51 35,569.30 31st March 2020 31st March 2019
(i) Non-current
Accumulated amortisation Unquoted
As at 1st April 2018 391.78 178.03 - - - 569.81 Investments in equity instruments (At FVTOCI)
Amortisation for the year 207.18 54.66 23.56 - - 285.40 Retailer's Association of India: 10,000 equity shares (31st March 2019: 1.00 1.00
(refer note 27) 10,000 equity shares) of H 10 each, fully paid up
As at 31st March 2019 598.96 232.69 23.56 - - 855.21
Investments in equity instruments (At FVTPL)
Amortisation for the year 382.02 29.46 67.77 - - 479.25
The Saraswat Co-operative Bank Limited: 2,500 Equity Shares of H10/- 7.36 -
(refer note 27)
each fully paid ( 31st March 2019: Nil)
Disposals for the year - 35.37 - - - 35.37
Investment in government securities (At amortised cost) 31.92 -
As at 31st March 2020 980.98 226.78 91.33 - - 1,299.09
Investment in Alternative Investment Fund (At FVTPL)
Fireside Ventures Investment Fund I : 1,307.196 units (31st March 2019: 2,343.14 1,275.21
Net carrying amount
1,104.696 units) of face value H 100,000 each
As at 31st March 2020 620.31 31.04 228.35 19,799.00 13,591.51 34,270.21
As at 31st March 2019 786.29 62.36 93.17 8,625.00 - 9,566.82 2,383.42 1,276.21
(ii) Current
H in Lakhs Quoted
As at As at Investment in mutual fund (at FVTPL)
31st March 2020 31st March 2019 IDFC Ultra Short Term Fund - Direct Plan - Growth: Nil units (31st - 983.39
Net Book Value March 2019: 9,272,911.634 Units of H 10.605 each )
Goodwill [refer note 42(ii)] 13,591.51 -
- 983.39
Other Intangible Assets 20,678.70 9,566.82
Aggregate book value of quoted investment - 983.39
34,270.21 9,566.82
Aggregate market value of quoted investments - 983.39
* Brands and Goodwill are considered to have an indefinite useful life taking into account that there are no technical, Aggregate value of unquoted investments 2,383.42 1,276.21
technological or commercial risks of obsolescence or limitations under contract or law. They are tested for impairment
annually.
7. Trade receivables H in Lakhs
Brand amounting to H 8,625.00 lakhs is in respect of the parent Company and the remaining portion of Brand and
As at As at
Goodwill pertains to acquision of a subsidiary.
The Group tests whether brands and goodwill have suffered any impairment on an annual basis. The recoverable amount (Unsecured)
has been determined based on value in use for current and previous financial year. Value in use has been determined - Considered good 6,647.17 4,476.99
based on relief from royalty method and future cash flows, after considering current economic conditions and trends, - Significant increase in credit risk 1,193.26 175.74
estimated future operating results, growth rates and anticipated future economic conditions. The calculations uses cash
7,840.43 4,652.73
flow projections based on financial budgets approved by management. The cash flows beyond the forecast period have
been extrapolated at a rate of 4.50% per annum, based on the long-term average growth rate for the entity’s business.
- Significant increase in credit risk (1,193.26) (175.74)
The pre-tax discount rate of 20.24% per annum and 16.23% per annum is based on the Weighted Average Cost of Capital 6,647.17 4,476.99
(WACC) which represents the weighted average return attributable to all the assets of parent and subsidiary respectively.
Refer note 37 for receivables from related parties.
No impairment charges were recognised for the year ended 31st March 2020 and 31st March 2019.
The management believes that any reasonably possible change in the key assumptions would not cause the carrying
amount to exceed the recoverable amount of the respective CGU.

8. Cash and cash equivalents H in Lakhs 11. Other financial assets H in Lakhs
As at As at As at As at
Balance with banks in current accounts 7,197.68 1,384.90 (Unsecured and considered good)
Balance with credit card, e-wallet companies and others 371.80 777.31 (i) Non-current
Cash on hand 527.51 664.74 Bank deposits with original maturity of more than 12 months 28.59 -
8,096.99 2,826.95 Margin money deposit * 256.49 171.31
9. Bank balances other than Cash and cash equivalents above H in Lakhs Advances to employees - 1.13
As at As at 287.40 175.23
31st March 2020 31st March 2019 (ii) Current
Deposits with original maturity of more than 3 months and less than 12 31.05 19,162.56 Bank deposits with original maturity of more than 12 months 3.64 2.00
months Interest accrued on bank deposits 0.45 17.35
31.05 19,162.56 Advances to employees 74.63 39.86
National savings certificates pledged with government authorities # 15.26 -
10. Loans H in Lakhs Other receivables 27.17 84.18
As at As at 121.15 143.39
* Margin money deposit of H 256.49 Lakhs (31st March 2019: H 171.31 Lakhs) are encumbered with banks against bank
(Unsecured)
guarantees.
(i) Non-current
Security Deposits # Pledged with excise department for liquor license.
- Considered good 5,471.26 3,362.17 12. Other assets H in Lakhs
- Significant increase in credit risk 20.89 13.42 As at As at
- Credit impaired 181.79 131.99 31st March 2020 31st March 2019
5,673.94 3,507.58 (Unsecured and considered good)
Impairment allowance: (i) Non-current
Capital advances 164.76 39.48
- Significant increase in credit risk (20.89) (13.42)
Advances other than capital advances :
- Credit impaired (181.79) (131.99)
Advances recoverable in cash or in kind - 0.65
(202.68) (145.41) Prepaid expenses 12.59 2,032.24
5,471.26 3,362.17 Deposits for claims and tax disputes 34.74 34.72
(ii) Current 212.09 2,107.09
Security Deposits (ii) Current
- Considered good 297.17 - Advances for goods and services 1,048.44 650.30
Prepaid expenses 591.38 1,067.87
- Credit impaired 91.22 -
Balance with Statutory / Government authorities 1,265.02 925.44
388.39 -
2,904.84 2,643.61
- Credit impaired (91.22) - 13. Equity share capital
297.17 - As at 31st March 2020 As at 31st March 2019
Employee loans and advances No. of shares H in Lakhs No. of shares H in Lakhs
- Considered good 4.06 - Authorised:
Equity shares of H 5 each 2,99,01,00,000 1,49,505.00 2,99,01,00,000 1,49,505.00
- Credit impaired 78.00 -
Preference shares of H 100 each * 5,00,000 500.00 5,00,000 500.00
82.06 - 2,99,06,00,000 1,50,005.00 2,99,06,00,000 1,50,005.00
Impairment allowance: Issued, subscribed and fully paid-up:
- Credit impaired (78.00) - Equity shares of H 5 each 7,95,34,226 3,976.71 7,95,34,226 3,976.71
(78.00) - 7,95,34,226 3,976.71 7,95,34,226 3,976.71
4.06 - * 0.01% non-cumulative non-convertible redeemable preference shares of H 100 each issued are classified as financial
301.23 - liability [refer note 16(i)].
Note : With approval of the Board of Directors on 11th February 2020, to issue further shares on Rights basis for an
amount aggregating upto H 8,000.00 Lakhs to existing eligible equity shareholders, the Company had filed Draft Letter
of Offer (“DLOF”) dated 12th May 2020 with Securities and Exchange Board of India (SEBI) and with the concerned stock
exchanges.

(a) Reconciliation of the shares outstanding at the beginning and at the end of the year: 14. Other equity H in Lakhs
As at 31st March 2020 As at 31st March 2019 As at As at
No. of shares H in Lakhs No. of shares H in Lakhs 31st March 2020 31st March 2019
Equity shares Capital reserve
At the beginning of the year 7,95,34,226 3,976.71 - - Balance as at beginning of the year 56,133.85 56,133.85
Equity shares allotted pursuant to the Scheme - - 7,95,34,226 3,976.71 Balance as at end of the year (a) 56,133.85 56,133.85
[(refer note no. 42(i) ,2.2(q)(ii) & Note (i) below] Retained earnings
At the end of the year 7,95,34,226 3,976.71 7,95,34,226 3,976.71 Balance as at beginning of the year (5,298.06) (5,398.37)
(i) 79,534,226 equity shares of H 5 each amounting to H 3,976.71 Lakhs is the equity share capital of the Parent Company Adjustment on account of adoption of Ind AS 116 Leases [refer note 2.1(b) & (14,281.05) -
effective from 1st October 2017 as per the scheme of arrangement approved by the NCLT (National Company Law note 31]
Tribunal). The aforesaid shares were pending allotment as on 31st March 2018. On 14th November 2018, the equity Balance as at beginning of the year after adjustment (19,579.11) (5,398.37)
shares were issued and since transferred to equity share capital. Profit / (loss) for the year (13,078.37) 239.44
Remeasurement of defined benefit plans (58.55) (139.13)
(b) Rights, preferences and restrictions attached to equity shares:
Balance as at end of the year (b) (32,716.03) (5,298.06)
The Parent Company has only one class of equity shares having a par value of H 5 per share. Each holder of equity
Total Other Equity (a) + (b) 23,417.82 50,835.79
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 Note :
in proportion to the number of equity shares held by the shareholders. (a) Capital Reserves [refer note 42(i)]
The Capital Reserve had arisen pursuant to the composite Scheme of Arrangement amongst the Parent Company,
(c) Particulars of shareholders holding more than 5% shares of fully paid up equity shares::
CESC Limited and eight other companies and their respective shareholders which has been made effective from
1st October 2017, being appointed date, as approved by Hon’ble National Company Law Tribunal (NCLT).
No. of shares % No. of shares %
(b) Retained earnings
Rainbow Investments Limited 3,80,32,979 47.82% 3,80,32,979 47.82%
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 /
(d) Aggregate number of shares issued for consideration other than cash during the period of five years immediately
(gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss. Retained
preceding the reporting date:
earnings is a free reserve available to the Group and eligible for distribution to shareholders, in case where it is
Year ended Year ended Year ended Year ended
having positive balance representing net earnings till date.
Equity shares of H 5 each allotted as fully 7,95,34,226 7,95,34,226 - -
paid-up pursuant to the Scheme [(refer 15. Borrowings
note no. 42(i) & 2.2(q)(ii)] (i) Non- Current Borrowings H in Lakhs
Preference shares of H 100 each allotted 5,00,000 5,00,000 - - As at As at
as fully paid-up pursuant to the Scheme
[(refer note no. 42(i) & 2.2(q)(ii)]
(Secured)
Note: As the Parent Company was incorporated on 8th February 2017, disclosure of number of shares issued for (A) Term Loan From Banks 5,604.97 -
consideration other than cash for the year ended 31st March 2016 is not applicable and hence not disclosed.
(B) Term Loan From Financial Institution 5,270.71 -
Less : Current Maturity of long term debt transferred to other financial lia- 2,138.32 -
bilities
Less : Unamortised Borrowing Cost 56.31 -
8,681.05 -
1. Security & other terms
Term Loan from Banks
a) Out of the Term loan from banks in respect of (A) above, H 3,000.00 Lakhs loan is secured by first Pari Passu
charge by way of mortgage over moveable fixed assets including plant and equipment of the Parent Company
and second Pari Passu charge by way of hypothecation on the entire current assets of the Parent Company.
The loan carries an interest rate @ 6 months MCLR (Marginal Cost of Funds based Lending Rate) plus 0.1% p.a.
i.e. 9.50% p.a. as at year end. The said loan is payable after 9 month from the date of disbursement in 18 equal
quarterly installment of H 166.67 lakhs each.

b) H 2,597.37 Lakhs in respect of (A) above pertaining to a subsidiary, is secured by hypothecation of moveable (ii) Current H in Lakhs
plant and machinery, furniture, fixtures consisting of refrigeration and interior work, both present and future As at As at
of funded stores of the subsidiary. The loans carries an interest rate of 9.65% p.a. to 10.60% p.a. payable in fixed 31st March 2020 31st March 2019
monthly installments over a period of 7 years from the date of disbursement. Current maturities of long term debt (refer note 15) 2,138.32 -
Term Loan from Financial Institution Interest accrued but not due on borrowings 117.15 -
Term loan from Financial Institution in respect of (B) above pertaining to a subsidiary is secured by hypothecation Sundry deposits 439.53 369.64
of the Fixed Assets and Current Assets of the funded stores of the subsidiary. These loans carry an interest rate of Liability for capital goods 418.82 788.66
9.70% p.a. to 11.25% p.a. payable in fixed monthly installments over a period of 5 years from the date of disbursement. Payable to employees 1,600.27 976.64
Others 1.34 -
c) Maturity profile of non current borrowings outstanding as at year end H in Lakhs
4,715.43 2,134.94
As at As at
31st March 2020 31st March 2019 17. Contract liabilities H in Lakhs
Payable within 1 year 2,138.32 - As at As at
Payable between 1 to 3 years 6,783.56 - 31st March 2020 31st March 2019
Payable between 3 to 5 years 1,953.80 - Advances from customers 645.22 393.82
Customer Loyalty Program Liabilities 100.99 -
(ii) Current Borrowings H in Lakhs 746.21 393.82
As at As at The Group expects to recognise the above amount as revenue within next year.
Working Capital Loan from bank (secured) [refer note (a) below] 4,000.00 - 18. Trade payables H in Lakhs
As at As at
Invoice financing facility from bank (unsecured) [refer note (b) below] 2,856.26 -
Overdraft facility from bank (secured) [refer note (c) below] 1,478.54 -
Total outstanding dues of micro enterprises and small enterprises (refer 312.91 67.50
8,334.80 -
note 32)
1. Security & other terms Total outstanding dues of creditors other than micro enterprises and small 37,085.76 31,137.46
a) Working Capital loan from bank in respect of the Parent Company is secured by first part passu charge by enterprises
way of hypothecation over entire current assets of the Parent Company and Second part passu charge by way 37,398.67 31,204.96
of hypothecation over moveable fixed assets of the Parent Company. Working Capital loan carries interest @
Refer note 37 for dues to related parties.
9.50% p.a. at the year end payable at monthly rest. It is payable on demand.
Micro and small enterprises as defined under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED
b) Invoice financing facility carries interest at MCLR plus applicable margin (i.e. 9.95% p.a. at the year end). Loan Act) have been identified by the Group on the basis of the information available with them and the auditors have relied
is payable in maximum period of 90 days. on the same.
c) Overdraft facility from bank is secured by hypothecation of movable and immovable fixed assets of stores of the
subsidiary and carries an interest rate of 10.95% p.a. 19. Other current liabilities H in Lakhs
As at As at
16. Other financial liabilities 31st March 2020 31st March 2019
(i) Non Current H in Lakhs Other liabilities [refer note 42 (ii)] 591.81 -
As at As at Statutory dues 959.05 480.36
31st March 2020 31st March 2019 Other payables 253.33 -
Non-cumulative non-convertible redeemable preference shares 1,804.19 480.36
0.01% non-cumulative non-convertible redeemable preference shares of H 94.43 85.47
100 each: 500,000 shares (31st March 2019: 500,000 shares) issued pursuant
to the Scheme [(refer note no. 42(i) & 2.2(q)(ii)]
94.43 85.47
Rights, preferences and restrictions attached to preference shares :
500,000, non-cumulative non-convertible redeemable (31st March 2019: 500,000) preference shares of H 100 each car-
rying dividend @ 0.01% per annum are redeemable at par after 20 years from the date of allotment.

20. Provisions H in Lakhs balance 50%. The Supreme Court has also clarified that the successful party in the appeal shall be entitled to interest
As at As at on the amount stayed by the Court, at such rate as may be directed at the time of the final disposal of appeal.
31st March 2020 31st March 2019 Accordingly the Group has already deposited H 460.00 Lakhs and furnished a surety for H 460.00 Lakhs towards the
(i) Non-current balance service tax liability, while interest, whose quantum and applicability is presently not ascertainable, will be
Provisions for employee benefits : provided on the disposal of the petition, if required.
Provision for gratuity (refer note 36) 346.69 281.00 Further, the Group has also been making provision for service tax on rent from October 2011 onwards, the balance
Provision for compensated absences 346.08 241.28 whereof as on 31st March 2020 is H 1,183.05 Lakhs (31st March 2019: H 1,183.05 Lakhs).
692.77 522.28 H in Lakhs
Other provisions : For the year ended For the year ended
Provision for decommissioning liability [refer note (a) below] 336.91 300.45 31st March 2020 31st March 2019
Opening balance 1,183.05 1,172.42
1,029.68 822.73
Provision created/ (reversed) during the year - 46.78
Provision paid during the year - (36.15)
(ii) Current
Closing balance 1,183.05 1,183.05
Provision for gratuity (refer note 36) 7.79 40.35
Provision for compensated absences 4.95 18.07 21. Revenue from operations H in Lakhs
12.74 58.42 For the year ended For the year ended
Other provisions : 31st March 2020 31st March 2019
Provision for tax disputes [refer note (b) below] 101.03 179.73 Revenue from contract with customers
Provision for claims on leased properties [net off amount deposited - 1,183.05 1,183.05 Sale of goods 2,74,531.74 2,28,067.31
refer note (c) below] Sale of concessionaire products 3,861.91 3,844.13
1,284.08 1,362.78 Total 2,78,393.65 2,31,911.44
1,296.82 1,421.20 Less: Goods & Service Tax (23,897.63) (21,054.26)
Less: Cost of goods sold for concessionaire products (2,974.48) (2,955.17)
Note : 2,51,521.54 2,07,902.01
(a) A provision is recognised for expected cost of removal of assets situated at various rented premises and is measured Other operating revenue
at the present value of expected costs to settle the obligation. The table below gives information about the movement
-Display Income 7,501.00 6,778.11
in provision for decommissioning liability :
-Others 4,984.60 4,037.92
H in Lakhs
For the year ended For the year ended Total revenue from contract with customers 2,64,007.14 2,18,718.04
Opening balance 300.45 246.83
Provision created during the year 10.92 30.72 22. Other income H in Lakhs
Unwinding of interest during the year 25.54 22.90
Closing balance 336.91 300.45
Interest income
(b) The management has estimated the provisions for pending disputes, claims and demands relating to indirect taxes - Bank deposits 375.61 1,583.71
based on it’s assessment of probability for these demands crystallizing against the Group in due course. - Security deposits 337.62 235.25
H in Lakhs - Others 6.96 9.80
For the year ended For the year ended Gain on sale of investments 411.86 100.92
31st March 2020 31st March 2019 Fair value gain on investments measured at FVTPL 879.75 247.04
Opening balance 179.73 293.53 Net gain on sale of property, plant and equipment 60.45 27.28
Acquired in a Business Combination [(refer note no. 42(ii) & 2.2(q)(i)] 195.00 - Reversal of net liability on termination of lease 447.08 -
Provision created / (reversed) during the year (130.96) (0.54) Miscellaneous income * 661.73 610.94
Paid during the year (142.74) (113.26) 3,181.06 2,814.94
Closing balance * 101.03 179.73
* includes provision / liabilities no longer required written back.
* Net of deposits as at 31st March 2020 H 64.41 Lakhs (31st March 2019: H 51.09 Lakhs) made under appeal.
(c) Retailers Association of India (RAI) of which the Group is a member, has 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 has 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

23. Cost of raw materials consumed H in Lakhs 26. Other expenses H in Lakhs
For the year ended For the year ended For the year ended For the year ended
Inventories at the beginning of the year 78.01 79.29 Provision for doubtful store lease deposit 49.79 -
Purchases during the year 629.38 685.79 Provision for bad and doubtful debt 994.52 94.24
707.39 765.08 Miscellaneous expenses 1,447.40 1,407.67
Less: Inventories at the end of the year 86.62 78.01 31,826.62 30,803.53
620.77 687.07
27. Depreciation and amortisation H in Lakhs
24. Changes in inventories of finished goods and Stock-in-Trade H in Lakhs For the year ended For the year ended
For the year ended For the year ended 31st March 2020 31st March 2019
31st March 2020 31st March 2019 Depreciation of property, plant and equipment (refer note 3) 4350.35 2,257.51
Inventories at the beginning of the year 26,603.93 23,898.12
Depreciation on right-of-use assets (refer note 31) 8,985.27 -
Less: Inventories at the end of the year 24,445.68 26,603.93
Amortisation of intangible assets (refer note 4) 479.25 285.40
2,158.25 (2,705.81)
13,814.87 2,542.91
25. Employee benefits expense H in Lakhs

28. Finance costs H in Lakhs
Salaries, wages and bonus 17,233.16 13,315.84
Interest expense
Gratuity defined benefit plan [refer note 36] 121.08 65.21
- Borrowings 1,661.41 -
Contribution to provident and other funds 1,148.48 788.71
- Lease liabilities 5,847.21 -
Staff welfare expenses 631.33 587.93
- Non-cumulative non-convertible redeemable preference shares 8.96 7.43
19,134.05 14,757.69
- Unwinding of decommissioning liability 25.54 22.90
- Others 30.64 14.81
26. Other expenses H in Lakhs Other costs 621.60 699.92
For the year ended For the year ended 8,195.36 745.06
Power and fuel 5,745.33 4,333.69 29. Earning per share (EPS)
Freight 752.78 214.62 Basic and diluted EPS have been calculated by dividing the profit / (loss) for the year attributable to equity shareholders
Rent [refer note 2.1(b) and 31] 2,831.12 11,135.72 of the Group by the weighted average number of Equity shares outstanding during the year.
Repairs and maintenance
- Buildings 382.89 371.97
- Others 3,549.75 2,750.13
Profit / (loss) for the year (H in Lakhs) (13,078.37) 239.44
Insurance 159.57 70.23
Weighted average number of equity shares 7,95,34,226 7,95,34,226
Rates and taxes 1,224.46 536.56
Earnings per share – basic and diluted (face value of H 5 each) (16.44) 0.30
Advertisement and selling expenses 5,062.32 3,040.67
Note : For the year ended 31 March 2019, 79,534,226 equity shares issued on 14th November 2018 pursuant to the
Packing materials consumed 721.63 570.56
composite Scheme of Arrangement effective from 1st October 2017, being appointed date, approved by Hon’ble
Travelling and conveyance 618.92 428.66
National Company Law Tribunal (NCLT) has been considered as outstanding for the entire year for the purpose of
Payment to auditors
Basic and diluted earnings per share.
As auditor
- Audit fees 87.62 10.00
- Tax audit fees 12.45 3.00
- Limited Review 9.00 -
- Reimbursement of expenses 1.81 110.88 - 13.00
Communication expenses 616.02 212.56
Printing and stationery 315.01 301.31
Legal and consultancy expenses 1,251.43 467.41
Housekeeping expenses 3,954.06 3,168.39
Security expenses 2,038.74 1,686.14

30. Commitments and contingencies (i) Represents H 2,032.24 Lakhs and H 275.00 Lakhs on account of prepaid expenses on fair valuation of security
(a) Contingent liabilities H in Lakhs deposits.
As at As at (ii) Right-of-use assets H 38,926.24 Lakhs includes prepaid expenses on fair valuation of security deposits.
Contingent liabilities not provided for in respect of: The movement in right-of-use (“ROU”) assets and lease liabilities are as below : H in Lakhs
(i) Sales Tax / Value Added Tax (VAT) demands under appeal 1,085.79 1,027.87 Particulars
(ii) Service Tax demands under appeal - 553.89 Right-of-use assets : Buildings
(iii) Claims against the Group not acknowledged as debt 4,700.14 4,612.40 Balance as of 1st April 2019 * 38,926.24
Acquired in a Business Combination [(refer note no. 42(ii) & 2.2(q)(i)] 13,345.46
There are numerous interpretative issues relating to the Supreme Court judgment dated 28th February 2019 on Provident
Additions 11,370.93
Fund (PF) on the inclusion of allowances for the purpose of PF contribution as well as its applicability of effective date.
Deletions (3,306.22)
As a matter of caution, the Group has made a provision on a prospective basis from the date of the judgment. The
Depreciation (8,985.27)
Group is evaluating and seeking inputs regarding various interpretative issues and its impact.
Balance as of 31st March 2020 51,351.14
(b) Commitments H in Lakhs
* Includes H 2,032.24 Lakhs and H 275.00 Lakhs on account of prepaid expenses on fair valuation of security deposits,
As at As at
re-classed from Other Non-Current Assets and Other Current Assets respectively.
(i) Estimated amount of contracts remaining to be executed on capital 555.34 129.04 The aggregate depreciation on right-of-use assets is included under depreciation and amortization expenses in the
account not provided for (net of advances) statement of profit and loss [refer note 27].
(ii) for Investments 172.50 375.00
H in Lakhs
(c) Operating lease commitments as per Ind AS 17 effective upto 31st March 2019 (Group as Lessee) Particulars
Retail stores are taken by the group on operating lease and the lease rent is payable as per the agreements entered into Lease Liabilities :
with the lessors. Agreements are both in the nature of cancellable and non-cancellable leases. The lease term is for Balance as of 1st April 2019 50,900.05
varied years and renewable for further years as per the agreements at the option of the group. There are no restrictions Acquired in a Business Combination [(refer note no. 42(ii) & 2.2(q)(i)] 12,871.63
imposed by these lease arrangements. The details of lease rentals payable are given below: Additions 10,979.10
H in Lakhs Interest expense incurred during for the year 5,847.21
For the year ended Deletions (3,293.88)
31st March 2019 Payment of lease liabilities* (11,578.21)
Lease expenses for the year 11,135.72 Balance as of 31st March 2020 65,725.90
(b) Commitments H in Lakhs * Includes H 5,847.21 lakhs on account of interest expense.

As at The aggregate interest incurred on lease liabilities is included under finance cost in the statement of profit and loss
31st March 2019 [refer note 28].
Future minimum lease payments:
(i) Within 12 months 8,752.77 The following is the break-up of current and non-current lease liabilities as at 31st March 2020 H in Lakhs
(ii) Between 2 to 5 years 34,859.62 Particulars
(iii) Beyond 5 years 71,112.75 Current lease liabilities 9,456.76
31. Ind AS - 116 Leases Non-current lease liabilities 56,269.14
Refer note 2.1(b) for approach followed by the Group for transition to Ind AS 116 and note 2.2(o) for accounting policy Total 65,725.90
for leases.
The table below provides details regarding the contractual maturities of lease liabilities as at 31st March 2020 on an
The effect of adoption Ind AS 116 as at 1st April 2019 (increase/(decrease)) is, as follows: H in Lakhs
undiscounted basis: H in Lakhs
As at
Particulars
1st April 2019
Less than one year 13,845.13
Assets
Right-of-use assets [refer note (ii) below] 38,926.24 One to five years 43,730.11
Other Asset - Non Current [refer note (i) below] (2,032.24) More than five years 39,293.75
Other Asset - Current [refer note (i) below] (275.00) Total 96,868.99
Total Assets 36,619.00 The lessee’s weighted average incremental borrowing rate applied to lease liabilities on the date of initial application is
8.81% p.a.
Liabilities
Rent paid (excluding taxes) during the year ended 31st March 2020 amounts to H 13,526.66 Lakhs
Lease Liabilities 50,900.05
Total Liabilities 50,900.05 Rental expenses (excluding taxes) recorded for short term leases during the year ended 31st March 2020 amounts to
Total Adjustment on equity - Retained Earnings (14,281.05) H 728.85 Lakhs

Rental expenses (excluding taxes) recorded for variable leases for the year ended 31st March 2020 amounts to H 1,532.30 34. Deferred tax assets/(liabilities) (net)
Lakhs
(a) Deferred tax relating to assets and liabilities: H in Lakhs
The difference between the lease obligation recorded as of 31st March 2019 under Ind AS 17 disclosed under Note 30 As at As at
(c) and discounted value of the lease liability as of 1st April 2019 is primarily on account of management’s estimate of 31st March 2020 31st March 2019
extension and termination options reasonably certain to be exercised, in measuring the lease liability in accordance -Deferred tax liabilities
with Ind AS 116 and discounting the lease liabilities to the present value under Ind AS 116. The lease term considered is
Property, plant & equipment and intangible asset (1,985.20) (136.96)
as per management’s judgment and estimate in relation to cancellable lease agreement.
Fair value gain on investment (339.99) (90.13)
Right-of-use assets (17,470.86) -
32. Information relating to Micro, Small and Medium Enterprises (MSME): H in Lakhs
Total (19,796.05) (227.09)
As at As at
31st March 2020 31st March 2019 -Deferred tax assets
(i) The principal amount and interest due there on remaining unpaid to Carry forward business losses/unabsorbed depreciation 50,796.40 41,410.31
suppliers under Micro, Small and Medium Enterprises Development Disallowance under Tax Laws 283.57 312.50
Act, 2006 as at the end of each accounting year Lease Liabilities 21,955.66 -
Principal 305.85 65.97 MAT (Minimum Alternative Tax) credit entitlement 141.34 141.34
Interest 3.22 0.25 Others 1,753.60 259.45
(ii) The amount of interest paid by the buyer in terms of section 16 of Total 74,930.57 42,123.60
Micro, Small and Medium Enterprises Development Act, 2006, along -Deferred tax assets (net) 55,134.52 41,896.51
with the amount of payment made to suppliers beyond the appointed
-Unrecognised Deferred tax assets (net)* 57,303.47 41,896.51
day during the year
-Recognised Deferred tax asset/ (liability) as per consolidated balance sheet** (2,168.95) -
Principal - -
Interest - - * Deferred tax asset has not been recognised in the consolidated balance sheet in the absence of evidence supporting
(iii) The amount of interest due and payable for the period of delay in reasonable certainty of future taxable income when such losses would be set off and deferred tax assets to be recovered.
making payment (which have been paid but beyond the appointed day ** Deferred tax liabilities recognised in the consolidated balance sheet represents deferred tax on acquisition through
during the year) but without adding the interest specified under Micro, business combination.
Small and Medium Enterprises Development Act, 2006
Principal 486.34 58.07 Movement in deferred tax assets/(liabilities) (net) H in Lakhs
Interest 10.06 1.28 As at As at
(iv) The amount of interest accrued and remaining unpaid at the end of the 1.53 - 31st March 2020 31st March 2019
year being interest outstanding as at the beginning of the accounting
As the beginning of the year - -
year.
Deferred tax on acquisition through business combination [refer note 42(ii) (2,187.64) -
(v) The amount of further interest remaining due and payable even in 14.81 1.53
and 22.2(q) (i)]
the succeeding years, until such date when interest dues above are
(Charged)/credited:
actually paid to the small enterprise, for the purpose of disallowance
as deductible expenditure under Section 23 of the Micro, Small and - to Consolidated Statement of Profit and Loss 18.69 -
Medium Enterprises Development Act, 2006 - to other comprehensive income - -
As the end of the year (2,168.95) -
33. Contract balances under Ind AS 115 H in Lakhs
As at As at (b) Tax expenses recognized in the Consolidated Statement of Profit & Loss H in Lakhs
31st March 2020 31st March 2019 As at As at
Trade receivables 6,647.17 4,476.99
Contract liabilities 746.21 393.82
Current Tax:
Trade receivables are non-interest bearing and are generally on terms of 15 to 90 days. Current Tax on taxable income for the year - 178.52
Contract liabilities include advances received from customers against sale of gift cards and prepaid cards. It also in- Deferred tax 18.69 -
cludes customer loyalty points not yet redeemed.
Total income tax expense 18.69 178.52

(c) The reconciliation of tax expense and the accounting profit multiplied by India’s tax rate H in Lakhs 35. Segment information
The Group has a single operating segment i.e. organised retailing. The Group at present operates only in India and
As at As at
therefore the analysis of geographical segment is not applicable to the Group. There are no customers contributing
more than 10% of Revenue from operations.
Tax rate applicable to the Group 34.94% 34.94% 36. Assets and Liabilities relating to employee defined benefits
Tax amount computed using applicable tax rate (4,576.64) 146.05 The Group has a defined benefit gratuity plan. Every employee who has completed five years or more of service is en-
titled to Gratuity on terms not less favourable than the provisions of the Payment of Gratuity Act, 1972. The scheme is
Tax effect of amounts which are not deductible (taxable) in calculating
funded with an insurance company.
taxable income:
The amounts recognised in the balance sheet and the movements in the net defined benefit obligation are as follows :
Expenses Disallowed under Income Tax Laws 6.84 0.80
MAT Credit Entitlement not recognised as deferred tax assets - 141.34 (a) Reconciliation of present value of defined benefit obligations H in Lakhs
Difference in tax rate for certain entities of the group 485.74 - For the year ended For the year ended
Deferred Tax assets not recognised 4,065.37 193.85
Balance at the beginning of the year 405.09 401.64
Unrecognised deferred tax assets used to reduce tax expense - (303.52)
Acquired in a Business Combination [(refer note no. 42(ii) & 2.2(q)(i)] 163.57 -
Total income tax expense (18.69) 178.52
Current service cost 121.08 65.21
Effective Tax rate 0.14% 42.71%
Interest cost 26.57 18.60
Benefits paid (150.01) (320.41)
(d) Tax Losses Expiry Actuarial (gain) / loss on defined benefit obligations 8.71 240.05
The following table summarises the expiry dates of the carried forward tax losses as at 31st March 2020 :H in Lakhs Balance at the end of the year 575.01 405.09
Sl. Financial Year Business Loss Business Unabsorbed Total
(b) Reconciliation of fair value of plan assets H in Lakhs
No. Expiry Year Loss depreciation
1 2001-02 - - 325.32 325.32
2 2002-03 - - 253.23 253.23
Balance at the beginning of the year 83.74 73.25
3 2003-04 - - 368.30 368.30
Acquired in a Business Combination [(refer note no. 42(ii) & 2.2(q)(i)] 96.48 -
4 2004-05 - - 558.10 558.10
Interest income 10.15 5.64
5 2005-06 - - 549.85 549.85
Contributions by employer 230.00 261.52
6 2006-07 - - 1,436.69 1,436.69
Benefits paid (150.01) (320.41)
7 2007-08 - - 5,002.34 5,002.34 Actuarial gains / (losses) (49.84) 63.74
8 2008-09 - - 6,383.82 6,383.82 Balance at the end of the year 220.52 83.74
9 2009-10 - - 5,287.11 5,287.11
10 2010-11 - - 4,669.81 4,669.81 (c) Net defined benefit liabilities H in Lakhs
11 2011-12 - - 4,549.81 4,549.81 As at As at
12 2012-13 2020-21 13,562.76 4,238.73 17,801.49 31st March 2020 31st March 2019
13 2013-14 2021-22 12,874.81 4,400.25 17,275.06 Present value of defined benefit obligations 575.01 405.09
Fair value of plan assets (220.52) (83.74)
14 2014-15 2022-23 13,867.29 4,521.84 18,389.13
Net defined benefit liabilities [refer note 20] 354.49 321.35
15 2015-16 2023-24 15,550.50 4,613.97 20,164.47
16 2016-17 2024-25 14,667.64 4,464.45 19,132.09 (d) Expense recognised in Statement of Profit or Loss H in Lakhs
17 2017-18 2025-26 6,225.92 2,829.11 9,055.03 For the year ended For the year ended
18 2018-19 2026-27 6,797.06 2,184.58 8,981.64 31st March 2020 31st March 2019
19 2019-20 2027-28 8,869.21 4,577.84 13,447.05 Current service cost 121.08 65.21
Total 92,415.19 61,215.15 1,53,630.34 Interest cost 26.57 18.60
Note : Interest income (10.15) (5.64)
- Business loss can be carried forward for a maximum period of eight assessment years immediately succeeding the 137.50 78.17
assessment year to which the loss pertains. Unabsorbed depreciation can be carried forward for an indefinite period.
(e) Remeasurement recognised in Other Comprehensive Income H in Lakhs
- MAT credits entitlements are taxes paid to tax authorities which can be offset against future tax liabilities, subject to For the year ended For the year ended
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 Actuarial (gain) / loss on defined benefit obligations 8.71 240.05
Group has not recognised MAT assets in the absence of reasonable certainty. The expiry date of Unrecognised MAT Actuarial (gain) / loss on plan assets 49.84 (63.74)
credit of H 141.34 lakhs is 14 years (31st March 2019: 15 years) 58.55 176.31

(f) The major category of plan assets as a percentage of the fair value of total plan assets are as follows : H in Lakhs 37 Related party disclosure
For the year ended For the year ended (i) Parent-under de facto control as defined in Ind AS - 110
31st March 2020 31st March 2019 1) Rainbow Investments Limited
Investments with insurer 100% 100% (ii) Entities under common control (where transactions have taken place during the period / balances outstanding)
1) Au Bon Pain Café India Limited 9) Open Media Network Private Limited
(g) Actuarial assumptions H in Lakhs 2) Bowlopedia Restaurants India Limited 10) Phillips Carbon Black Limited
As at As at
3) CESC Limited 11) Quest Properties India Limited
4) First Source Solutions Limited 12) RPG Power Trading Co. Limited
Discount rate 6.69% to 7.21% 7.70%
5) Guiltfree Industries Limited 13) Saregama India Limited
Expected rate of return on assets 6.69% to 7.21% 7.70%
Future compensation growth 4.60% to 6.00% 4.60% 6) Kolkata Games and Sports Private Limited 14) Duncan Brothers & Co. Limited
Average expected future service 12 to 28 years 23 years 7) Integrated Coal mining Limited 15) Haldia Energy Limited
Employee turnover Ranging grade wise Ranging grade wise 8) Accurate Commodeal Private Limited 16) Great Wholesale Club Limited - Gratuity fund
from 4% to 67% from 12% to 67%
(iii) Key Managerial Personnel
Assumptions regarding future mortality experience are set in accordance with the published rates under Indian As- 1) Sanjiv Goenka - Non-Executive Director and 9) Rajarshi Banerjee - Director (upto 27th November
sured Lives Mortality (2006-08 - ultimate). Chairman (w.e.f. 14th November 2018) 2018)
2) Shashwat Goenka - Non-Executive Director 10) Devendra Chawla - Chief Executive Officer &
(h) The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority,
(w.e.f. 14th November 2018) Managing Director (w.e.f. 11th February, 2019)
promotion and other relevant factors, such as supply and demand in the employment market.
3) Utsav Parekh - Independent Director (w.e.f. 14th 11) Rahul Nayak - Whole-time Director (w.e.f. 14th
(i) The Group expects to contribute H 8.69 Lakhs (31st March 2019: H 41.89 Lakhs) to gratuity fund in the next year. November 2018) November 2018)
(j) Sensitivity analysis 4) Pratip Chadhuri - Independent Director (w.e.f. 12) Kumar Tanmay - Chief Financial Officer (w.e.f.
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other 14th November 2018) 14th August 2019)
assumptions constant, would have affected the defined benefit obligations by the amounts shown below: 5) Rekha Sethi - Independent Director (w.e.f. 14th 13) Arvind Kumar Vats - Chief Financial Officer
November 2018) (w.e.f. 14th November 2018 upto 1st July 2019)
H in Lakhs
6) Debanjan Mandal - Independent Director (w.e.f. 14) Rama Kant - Company Secretary (w.e.f. 11th
As at 31st March 2020 As at 31st March 2019 11th February, 2019) February, 2019)
Change in rate Increase Decrease Increase Decrease 7) Sunil Bhandari - Director (upto 14th November 15) Navin Kumar Rathi - Company Secretary (from
(i) Discount rate (0.5% movement) (50.26) 56.00 (21.44) 23.31 2018) 14th November 2018 upto 10th February 2019)
(ii) Future salary (0.5% movement) 54.56 (49.29) 23.53 (21.80) 8) Gautam Ray - Director (upto 14th November 2018)
(iii) Mortality (10% movement) 4.14 (4.13) 0.72 (0.72)
(iv) Attrition rate (0.5% movement) 1.63 (1.64) 1.84 (1.86) (b) Details of transactions entered into with the related parties: H in Lakhs
Entities under common control Key Managerial Personnel
(k) Estimated future payments of undiscounted gratuity is as follows : H in Lakhs For the year For the year For the year For the year
ended ended ended ended
As at As at
Particulars 31st March 2020 31st March 2019 31st March 2020 31st March 2019
Transactions :
Within 12 months 8.69 41.89
Sale of goods 440.15 110.36 - -
Purchases of stock-in-trade 370.05 288.38 - -
Between 6 to 10 years 166.13 184.00 Rendering of services 1,447.22 801.59 - -
Beyond 10 years 1744.92 821.98 Contribution for Gratuity fund 230.00 261.52 - -
1978.61 1133.51 Receiving of services 14.67 - - -
Remittance of collection 22.45 - - -
36.1 Defined Contribution Plan Electricity expenses 208.19 170.14 - -
The Group makes contribution to provident fund and national pension scheme towards retirement benefit plan for Recovery of expenses incurred 29.79 458.88 - -
eligible employees. Under the said plan, the Group is required to contribute a specified percentage of the employee’s Rent expenses 850.44 677.29 - -
salaries to the fund benefits. During the year, based on applicable rates, the Group has contributed and charged H 917.98 Security deposits paid 4.59 1.82 - -
Lakhs (31st March 2019: H 471.49 Lakhs) in the Consolidated Statement of Profit and Loss. Security deposits received - 1.93
Short term employee benefits - - 799.45 143.46
Retirement benefits - - 30.31 14.35
Reimbursement of expenses - - 32.86 6.86
Sitting fees to directors - - 49.00 8.00

H in Lakhs (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
Balances outstanding : For the year For the year For the year For the year
ended ended ended ended paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and
31st March 2020 31st March 2019 31st March 2020 31st March 2019 assumptions used to estimate the fair values are consistent in all the years. The following methods and assumptions
Balances outstanding : were used to estimate the fair values:
Receivable against sale of goods 186.84 3.13 - - (i) The fair values of the unquoted equity shares have been estimated using a DCF (discounted cash flow) model. The
Payable for purchases of stock-in-trade 81.87 42.68 - - valuation requires management to make certain assumptions about the model inputs, including forecasted cash
Receivable against reimbursement 29.79 46.51 - - flows, discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be
Payable for rental expenses 38.93 - - - reasonably assessed and are used in management’s estimate of fair value for these unquoted equity investments.
Payable for services received 60.67 163.86 - -
In respect of investments in mutual funds and alternative investment fund, the fair values represent net asset value
Payable for Remittance of collection 22.45 - - -
as stated by the respective issuers at the close of the reporting date. Net asset values represent the price at which the
Receivable for services rendered - 288.51 - - issuer will issue further units and the price at which issuers will redeem such units from the investors. Accordingly,
Security deposit receivable 136.83 134.05 - - such net asset values are analogous to fair market value with respect to these investments, as transactions of these
Security deposit payable 47.68 62.91 - - funds are carried out at such prices between investors and the issuers of these units.
Notes: (ii) The carrying value of trade receivables, cash and cash equivalents, other bank balances, other financial assets,
(i) The Group’s principal related parties consist of Rainbow Investments limited and key managerial personnel. The trade payables, current borrowings and other financial liabilities, measured at cost in the financial statements, are
Group’s material related party transactions and outstanding balances are with related parties with whom the Group considered to be the same as their fair values, due to their short term nature. Where such items are non-current in
routinely enters into transactions in the ordinary course of business. nature, the same has been classified as Level 3 and fair value determined using discounted cash flow basis. Carrying
(ii) Key Managerial Personnel are entitled to post-employment benefits and other long term employee benefits value of preference shares is based on discounted cash flows using effective interest rate at the time of issue which
recognised as per Ind AS 19 ‘- ‘Employee Benefits’ in the financial statements. As these employees benefits are lump is a reasonable approximation of its fair value and the difference between the carrying amount and fair value is
sum amounts provided on the basis of actuarial valuation the same is not included above. not expected to be significant. Non current borrowings including current maturity and loans (assets) are based on
discounted cash flow using an incremental borrowing rate.
38. Financial instruments - fair value measurements and risk management
(c) Fair value hierarchy
(a) Accounting classification
The table shown below analyses financial instruments carried at fair value, by hierarchy. H in Lakhs
The following table shows the carrying amounts and fair values of financial assets and financial liabilities:
H in Lakhs
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
As at 31st March 2020 As at 31st March 2019 Financial assets
At Cost / FVTPL FVTOCI Total At Cost / FVTPL FVTOCI Total Investments
Amortised Amortised - Equity shares (unquoted) - - 8.36 8.36 - - 1.00 1.00
Cost Cost
- Alternative Investment Fund - - 2,343.14 2,343.14 - - 1,275.21 1,275.21
Financial assets - Mutual funds - - - - 983.39 - - 983.39
Investments - - 2,351.50 2,351.50 983.39 - 1,276.21 2,259.60
- Equity shares (unquoted) - 7.36 1.00 8.36 - - 1.00 1.00
The different levels have been defined below :
- Alternative Investment Fund - 2,343.14 - 2,343.14 - 1,275.21 - 1,275.21
- Government securities 31.92 - - 31.92 - - - - (i) Level 1 (quoted prices in active market) : This level of hierarchy includes financial assets that are measured using
- Mutual funds - - - - - 983.39 - 983.39 quoted prices (unadjusted) in active markets for identical assets or liabilities. This includes listed equity instruments
Trade receivables 6,647.17 - - 6,647.17 4,476.99 - - 4,476.99 which are traded in the stock exchanges and mutual funds that have net asset value as stated by the issuers in the
Cash and cash equivalents 8,096.99 - - 8,096.99 2,826.95 - - 2,826.95 published statements. The fair value of all equity instruments which are traded in the stock exchanges is valued
Other bank balances 31.05 - - 31.05 19,162.56 - - 19,162.56
using the closing price as at the reporting period. The mutual funds are valued using the closing net assets value.
Loans 5,772.49 - - 5,772.49 3,362.17 - - 3,362.17 (ii) Level 2 (valuation technique with significant observable inputs) : This level of hierarchy includes financial
Other financial assets 408.55 - - 408.55 318.62 - - 318.62 assets and liabilities, measured using inputs other than quoted prices included within Level 1 that are observable
Total financial assets 20,988.17 2,350.50 1.00 23,339.67 30,147.29 2,258.60 1.00 32,406.89 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
Financial liabilities valuation techniques which maximise the use of observable market data and rely as little as possible on entity-
Preference shares 94.43 - - 94.43 85.47 - - 85.47 specific estimates.
Borrowings * 19,154.17 - - 19,154.17 - - - - (iii) Level 3 (valuation technique with significant unobservable inputs) : This level of hierarchy includes financial
Trade payables 37,398.67 - - 37,398.67 31,204.96 - - 31,204.96 assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair
Other financial liabilities 2,577.11 - - 2,577.11 2,134.94 - - 2,134.94 values are determined in whole or inpart, using a valuation model based on assumptions that are neither supported
Total financial liabilities 59,224.38 - - 59,224.38 33,425.37 - - 33,425.37 by prices from observable current market transactions in the same instrument nor are they based on available
* Includes current maturities of long term borrowings market data. This is the case for unlisted equity securities included in Level 3.

(d) Reconciliation of fair value measurement of investments (categorised as level 3 above) classified as FVTPL / management and to the best estimate of management, the Group believes that exposure to credit risk on other
FVTOCI asset : H in Lakhs remaining financial assets is not material.
Particulars FVTPL FVTPL FVTPL (ii) Liquidity risk
Equity shares Equity shares Alternative
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial
(unquoted) (unquoted) Investment
liabilities that are settled by delivering cash or another financial assets. The Management regularly monitors rolling
Fund
forecasts of the Group’s liquidity position to ensure it has sufficient cash on an ongoing basis to meet operational
As at 31st March 2018 1.00 - 684.16
fund requirements. The surplus cash generated, over and above the operational fund requirement is invested in
Invested during the year - - 375.00 bank deposits and mutual fund schemes of highly liquid nature to optimize cash returns while ensuring adequate
Proceeds during the year - - (29.06) liquidity for the Group. The Group’s objective is to maintain a balance between continuity of funding and flexibility
Fair Value Gain/(loss) recognised in statement of Profit and Loss - - 245.11 through the use of bank borrowings. The Group believes that cash generated from operations, capital raised
As at 31st March 2019 1.00 - 1,275.21 through rights issue, working capital management and available sources from raising funds (including additional
Invested during the year - - 202.50 borrowings, if any) as needed will satisfy its cash flow requirement through at least the next twelve months.
Acquired in a Business Combination [(refer note no. 42(ii) & 2.2(q)(i)] - 7.36 - The following are the remaining contractual maturities of financial liabilities at the reporting date. The contractual
Proceeds during the year - - (14.32) cash flow amounts are gross and undiscounted:
Fair Value Gain/(loss) recognised in statement of Profit and Loss - - 879.75 H in Lakhs
As at 31st March 2020 1.00 7.36 2,343.14 Contractual cash flows
Financial Liabilities Carrying Within 1 year 1 to 5 years More than Total
(e) Financial risk management amount 5 years
The Group has exposure to the following risks arising from financial instruments: As at 31st March 2020
(i) Credit risk Preference shares 94.43 - - 500.00 500.00
(ii) Liquidity risk Borrowings 19,154.17 10,473.12 8,737.36 - 19,210.48
(iii) Market risk Trade payables 37,398.67 37,398.67 - - 37,398.67
Lease Liabilities 65,725.90 13,845.13 43,730.11 39,293.75 96,868.99
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 Other financial liabilities 2,577.11 2,577.11 - - 2,577.11
the operations of the Group. The Group’s principal financial assets include trade and other receivables, loans, 1,24,950.28 64,294.03 52,467.47 39,793.75 156,555.25
investments and cash & cash equivalents that derive directly from its operations.
As at 31st March 2019
The Group’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 Preference shares 85.47 - - 500.00 500.00
efforts to monitor, minimize and mitigate the impact of such risks on its financial performance and capital. For this Trade payables 31,204.96 31,204.96 - - 31,204.96
purpose, the Group has laid comprehensive risk assessment and minimisation/mitigation procedures, which are Other financial liabilities 2,134.94 2,134.94 - - 2,134.94
reviewed by the management from time to time. These procedures are reviewed regularly to reflect changes in 33,425.37 33,339.90 - 500.00 33,839.90
market conditions and to ensure that risks are controlled by way of properly defined framework.
(iii) Market risk
(i) Credit risk Market risk is the risk that the fair value of future cash flow of financial instruments may fluctuate because of
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, changes in market conditions. Market risk broadly comprises three types of risks namely currency risk, interest rate
leading to a financial loss. The group is exposed to credit risk from its operating activities (including trade receivable risk and security price risk. The Group does not have any external currency exposure and thus currency risk is not
and security deposits) and from its financial activities including deposits with banks and financial institution. An applicable to the Group.
impairment analysis is performed at each reporting date on the basis of sales channel. In addition, a large number
The Group invests its surplus funds mainly in short term liquid schemes of mutual funds and bank fixed deposits.
of minor receivables are grouped into homogeneous groups and assessed for impairment collectively.
The Group manages its price risk arising from these investments through diversification and by placing limits on
Trade receivables: individual and total equity instruments / mutual funds.
The Group operates on business model of primarily cash and carry, credit risk from receivable perspective is
(iv) Interest rate risk
insignificant. Customer credit risk is managed basis established policies of Group, procedures and controls relating
Interest rate risk is the risk that the fair value or future cash flow of a financial instrument will fluctuate because
to customer credit risk management. Outstanding receivables are regularly monitored.
of changes in market interest rate. The group’s exposure to the risk of changes in market interest rates relates to
Moreover, the Group’s customer base is large and diverse limiting the risk arising out of credit concentration. primarily to group’s borrowing with floating interest rates. The group manages its interest rate risk by having a
Other remaining financial assets balanced portfolio of fixed and variable rate loans and borrowings.
Investments, in the form of fixed deposits, of surplus funds are made generally with banks & financial institutions Exposure to interest rate risk H in Lakhs
and within credit limits assigned to each counterparty. Credit risk in respect for security deposit given for premises Particulars As at As at
taken on lease are tracked by carrying specific analysis of all parties at each reporting period. Historically loss 31st March 2020 31st March 2019
on security deposits are immaterial. Therefore, based on past and forward-looking information available with Borrowings bearing variable rate of interest 19,210.48 -

Interest rate sensitivity 42. Business combination
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on affected portion of (i) The Group, in the financial statements for the year ended 31st March 2018, had given effect to the composite
loans and borrowings. With all other variables held constant, the group’s profit before tax is affected through the impact scheme of arrangement approved by Hon’ble National Company Law Tribunal (NCLT) (the appropriate authority),
on variable rate borrowing as follows: as applicable to the Group from the Appointed Date of 1st October, 2017.
Pursuant to the Scheme, each existing shareholder of CESC Limited registered on the record date of 31st October
A change of 50 bps in interest rates would have following Impact on profit before tax : H in Lakhs
2018 in respect of every 10 shares, received 6 fully paid up equity shares of H 5 each in Spencer’s Retail Limited
As at As at
(formerly known as RP-SG Retail Limited) and CESC Limited received 500,000 fully paid up 0.01% non-convertible
31st March 2020 31st March 2019 non-cumulative compulsorily redeemable preference shares of H 100 each of Spencer’s Retail Limited (formerly
50 bp increase- decrease in profits (96.05) - known as RP-SG Retail Limited).
50 bp increase- increase in profits 96.05 -
The composite Scheme of Arrangement amongst the Company, CESC Limited (CESC) and eight other companies,
including Spencer’s Retail Ltd, and their respective shareholders has been made effective from 1st October, 2017
39. Capital management
except for the demerger of the Generation Undertaking of CESC into Haldia Energy Limited (HEL), a wholly owned
For the purpose of the Group’s capital management, capital includes equity attributable to the equity holders of the
subsidiary of CESC (“”the said Demerger””) . However, the said Demerger proposal has been withdrawn with effect
Group and all other equity reserves. The primary objective of the Group’s capital management is to ensure that it
from 14th November 2019 and HEL continues to be a wholly-owned subsidiary of CESC.
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. (ii) On 4th July 2019, the Company has acquired 100% stake (445,830,000 fully paid-up equity shares of H 10 each)
of Natures Basket Limited (NBL) from Godrej industries Limited, as a wholly owned subsidiary company at an
The capital structure of the Group is based on management’s judgment of its strategic and day-to-day needs with a enterprise value of H 30,000.00 Lakhs settled through cash and takeover of outstanding debts. The Group has
focus on total equity so as to safeguard its ability to continue as a going concern and to maintain investor, creditors and identified intangible assets, mainly brands, and recognised goodwill of H 13,591.51 Lakhs as per Ind AS 103 - Business
market confidence. Combination.
The Group has not defaulted on any loans payable, and has complied with all loan covenants. The Financial Statements for the year ended 31st March 2020 includes the Financial Statements of Natures Basket
Limited and hence are not comparable with the corresponding previous period.
40. Going Concern
The Group has incurred a net loss after tax of H 13,078.37 Lakhs for the year ended 31st March 2020 and its current (a) Assets acquired and liabilities assumed
liabilities, including current borrowings, exceeds current assets by H 20,814.71 Lakhs. The Group is in the process of The fair values of the identifiable assets and liabilities of Natures Basket Limited as at the date of acquisition (05th
July 2019) were:
raising additional capital of H 8,000.00 Lakhs through issue of equity shares on a rights basis. In addition to this, the
Group has access to unutilised credit lines with its bankers and also additional capital from its promoters, if and when
Fair values recognised on acquisition
required. Further, the Group has been expanding its operations in its existing territory with increase in trading area,
H in Lakhs
adding new private brand to its portfolio, building growth towards the non-food segments (including the own branded
ASSETS
apparel) which has started showing growth. Apart from organic growth, the Group has also achieved in-organic growth
Non-current assets
through acquisitions, in order to increase its operating cashflows, with a focus on improvement of margins through
Property, plant and equipment 4,730.27
dis-continuance of loss making/ low margin stores. In view of the above factors, and the approved business plan for
Capital work-in-progress 132.22
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 Right-of-use assets 13,345.46
going concern basis. Other Intangible Assets 11,277.82
Financial Assets
41. Additional information in respect of net assets and profit / (loss) of each entity within the group and (i) Investments 31.04
(ii) Loans 988.67
their proportionate share:
(iii) Other financial assets 51.38
As at Year ended 31st March Year ended 31st Year ended 31st
Tax assets (net) 74.03
31st March 2020 2020 March 2020 March 2020
Net Assets, i.e. Total Share in Profit or Share in other Share in total Other assets 106.15
assets minus total (Loss) comprehensive comprehensive Total non-current assets 30,737.04
liabilities income income Current assets
% H in Lakhs % H in Lakhs % H in Lakhs % H in Lakhs Inventories 2,512.20
Holding : Financial assets
Spencer's Retail Limited (formerly 144% 39,525.03 44% (5,701.91) 242% (141.80) 44% (5,843.71) (i) Trade receivables 426.18
known as RP-SG Retail Limited) (ii) Cash and cash equivalents 369.57
Subsidiaries :
(iii) Bank balances other than (ii) above 5.55
1. Omnipresent Retail India 1% 323.83 11% (1,408.83) -2% 1.40 11% (1,407.43)
(iv) Loans 328.46
Private Limited
(v) Other financial assets 160.69
2. Natures Basket Limited -18% (5,002.90) 53% (6,931.40) -140% 81.85 52% (6,849.55)
(acquired on 4th July 2019) Other assets 1,421.43
Consolidation adjustment -27% (7,451.43) -8% 963.77 0% - -7% 963.77 Total current assets 5,224.08
Total 100% 27,394.53 100% (13,078.37) 100% (58.55) 100% (13,136.92) TOTAL ASSETS 35,961.12

Fair values recognised on acquisition 43. Impact of Covid -19

H in Lakhs Due to outbreak of COVID-19 globally and in India, the Group has made initial assessment of likely adverse impact
LIABILITIES on economic environment in general, and financial risks on account of COVID-19. The Group is in the business of
Non-current liabilities organised retail which majorly deals with an essential service as emphasized by the Government of India. With the
Financial liabilities lockdown in force in the country, the ability of customers to reach the Group’s stores is limited, in response of which the
(i) Borrowings 7,522.22 Group has launched alternate means and platforms for its customers to place orders and purchase their requirements.
(ii) Lease liabilities 10,108.51 The Group has responded to the requirements of business and tied up with various service providers to make available
Deferred Tax liabilities (net) 2,187.64 the essential products to reach its customer’s places, aligned with its suppliers and transporters to have a continuous
Provisions 54.40 supply of products and keep them available at the Group’s stores and warehouses. The Group’s online business also has
Total Non Current Liabilities 19,872.77 picked up significantly consequent to necessary technology upgradation. The Group has resumed normal operations
Current liabilities from the first week of June 2020 for all verticals as permitted by the Government and Local/Regulatory authorities,
Financial liabilities with controlled movement, maintaining social distancing, taking appropriate hygiene measures and following the
(i) Borrowings 2,014.40 directions of regulatory authorities.
(ii) Lease liabilities 2,763.12
(iii) Trade Payables The Group has used the principle of prudence in applying judgments, estimates and assumptions. Based on the current
- Total outstanding dues of Micro enterprise and small enterprises 126.41 assessment, the Group expects to majorly recover the carrying amount of trade receivables, investments and other
- Total outstanding dues of creditors other than Micro enterprise and small enterprises 4,255.31 financial assets and does not expects any impairment of intangibles. The actual outcome of the impact of the global
(iv) Other financial liabilities * 2,017.62 health pandemic may be different from those estimated as on the date of approval of these financial results.
Other current liabilities 199.74
Provisions ** 273.41
Total current liabilities 11,650.01
TOTAL LIABILITIES 31,522.78
Fair value of net assets at the time of acquisition (A) 4,438.34 Chartered Accountants
* Includes H 1,234.40 Lakhs on account of current maturity of long term borrowings.
** Includes H 195.00 Lakhs on account of disputed tax liability. Kamal Agarwal Devendra Chawla Shashwat Goenka Sanjiv Goenka
(b) Purchase consideration and mode of settlement Membership number - 058652 and Managing Director DIN: 03486121 DIN: 00074796
H in Lakhs DIN: 03586196
Consideration paid - fully in cash (net of refund) 17,438.04 Place : Gurugram Place : Kolkata Place : Kolkata
Fair value of contingent consideration* 591.81
Total consideration (B) 18,029.85 Rahul Nayak Rama Kant Kumar Tanmay
* The Contingent consideration mainly pertains to the trade receivable and security deposit which is payable to Whole-time Director Company Secretary Chief Financial Officer
seller, as and when realised. (within 1 year from the date of acquisition) DIN: 06491536
Place : Mumbai Place : Kolkata Place : Mumbai
(c) Goodwill on acquisition Place : Kolkata

H in Lakhs Date : 29th June 2020 Date : 29th June 2020
Goodwill on acquisition (B-A) 13,591.51
(d) Purchase consideration - Cash outflow

H in Lakhs
Outflow of cash to acquire a subsidiary (net of refund) 17,438.04
Less: Balance acquired
Cash and cash equivalents 369.57
Net outflow of cash - Investment activities 17,068.47
Note :
The Group expects that the full contractual amount for trade receivable and security deposit will be collected.
The Group measured the acquired lease liabilities using the present value of the remaining lease payments at the
date of acquisition. The right-of-use assets were measured at an amount equal to the lease liabilities and adjusted
to reflect the favourable terms of the lease relative to market terms.
The goodwill of H 13,591.51 lakhs comprises the value of expected synergies arising from the acquisition which is
not separately recognised. None of the goodwill recognised is expected to be deductible for income tax purposes.
Transaction costs have been expensed and are included in other expenses.

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 H)
H in Lakhs
Sl.No. Particulars 1 2
Name of Subsidiary Omnipresent Retail Natures Basket Limited
India Private Limited
1 The date since when subsidiary was 26th September 2017 04th July 2019
acquired
2 Reporting period for the subsidiary concerned, if April to March, same April to March, same as Holding
different from the holding company’s reporting as Holding Company Company (since new acquistion
period w.e.f. 5th July to 31st March)
3 Reporting currency and Exchange rate as on the Indian Rupees Indian Rupees
last date of the relevant Financial year in the case
of foreign subsidiaries
4 Share Capital 5,654.66 49,258.00
5 Reserves and Surplus (5,330.83) (54,260.90)
6 Total Assets 635.11 22,301.65
7 Total Liabilities 311.28 27,304.55
8 Investments - 39.28
9 Turnover 153.27 26,867.27
10 Loss before Taxation (1,408.83) (6,931.40)
11 Provision for Taxation - -
12 Profit after Taxation (1,408.83) (6,931.40)
13 Proposed Dividend - -
14 % of Shareholding 100% 100%
For and on behalf of Board of Directors
Devendra Chawla Shashwat Goenka Sanjiv Goenka

Chief Executive Officer and Managing Director Director Chairman
DIN: 03586196 DIN: 03486121 DIN: 00074796

Whole-time Director Company Secretary Chief Financial Officer
DIN: 06491536
Place : Mumbai Place : Kolkata Place : Mumbai

Date : 29th June 2020
A PRODUCT
info@trisyscom.com
192 | Spencer’s Retail Limited

(Formerly known as RP-SG Retail Limited)
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

(Symbol: SPENCERS) (Scrip Code: 542337) : Spencer's Retail Limited

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SRL:SEC:SE:2020-21/24

The Manager The General Manager

Spencer's Retail Limited

SPENCER’S RETAIL LIMITED | ANNUAL REPORT FY2019-20

Corporate snapshot Core

The exciting world of

2 | Spencer’s Retail Limited Annual Report 2019-20 | 3

4 | Spencer’s Retail Limited Annual Report 2019-20 | 5

6 | Spencer’s Retail Limited Annual Report 2019-20 | 7

How Spencer’s transformed its

Improved assortment Promotions and marketing Efficient growth

8 | Spencer’s Retail Limited Annual Report 2019-20 | 9

Human Resource Management

10 | Spencer’s Retail Limited Annual Report 2019-20 | 11

Spencer’s competencies Natures Basket’s

Spencer’s acquisition A combined model of

of Natures Basket The trusted destination

12 | Spencer’s Retail Limited Annual Report 2019-20 | 13

Own Brands Portfolio Key Highlights

14 | Spencer’s Retail Limited Annual Report 2019-20 | 15

16 | Spencer’s Retail Limited Annual Report 2019-20 | 17

Our stakeholder strategy Spencer’s. A preferred

FY2018-19 142 FY2018-19 2187

Supplier value Government

FY2018-19 1750 FY2018-19 255

*For our standalone business only

18 | Spencer’s Retail Limited Annual Report 2019-20 | 19

How we have General impact

performed financially… yyThere was a pre-emptive buying of essential

How various initiatives strengthened Our responses

our numbers rotation

FY19 FY20 Supply chain

20 | Spencer’s Retail Limited Annual Report 2019-20 | 21

22 | Spencer’s Retail Limited 30 Spencer’s Retail Limited Annual Report 2019-20 | 23

Notice to Members NOTES:

24 | Spencer’s Retail Limited Annual Report 2019-20 | 25

26 | Spencer’s Retail Limited Annual Report 2019-20 | 27

28 | Spencer’s Retail Limited Annual Report 2019-20 | 29

30 | Spencer’s Retail Limited Annual Report 2019-20 | 31

32 | Spencer’s Retail Limited Annual Report 2019-20 | 33

34 | Spencer’s Retail Limited Annual Report 2019-20 | 35

36 | Spencer’s Retail Limited Annual Report 2019-20 | 37

Models of retails business

Segment wise contribution in organised retail

9% Jewellery & accessories

38 | Spencer’s Retail Limited Annual Report 2019-20 | 39

Company overview embodies the philosophy of delighting shoppers with

40 | Spencer’s Retail Limited Annual Report 2019-20 | 41

42 | Spencer’s Retail Limited Annual Report 2019-20 | 43

Name of the Category No. of other Directorships Attendance Particulars

Report on Directors and Committee membership /

44 | Spencer’s Retail Limited Annual Report 2019-20 | 45

46 | Spencer’s Retail Limited Annual Report 2019-20 | 47

48 | Spencer’s Retail Limited Annual Report 2019-20 | 49

50 | Spencer’s Retail Limited Annual Report 2019-20 | 51

52 | Spencer’s Retail Limited Annual Report 2019-20 | 53

Mandatory Requirements The Company has complied with the requirements

54 | Spencer’s Retail Limited Annual Report 2019-20 | 55

Information April, 2019