We have audited the accompanying standalone financial
statements of Spencer's Retail Limited ("the Company"),
which comprise the Balance sheet as at March 31 2025,
the Statement of Profit and Loss, including the Statement of
Other Comprehensive Income, the Cash Fiow Statement
and the Statement of Changes in Equity for the year then
ended, and notes to the standaione financiai statements,
inciuding a summary of material accounting policies and
other explanatory information.

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standaione financiai statements give the information
required by the Companies Act, 2013, as amended ("the
Act") in the manner so required and give a true and fair view
in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as
at March 31, 2025, its loss including other comprehensive
income, its cash flows and the changes in equity for the
year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standaione financiai
statements in accordance with the Standards on Auditing
(SAs), as specified under section 143(10) of the Act.
Our responsibiiities under those Standards are further
described in the 'Auditor's Responsibilities for the Audit of
the Standaione Financiai Statements' section of our report.

We are independent of the Company in accordance with
the 'Code of Ethics' issued by the Institute of Chartered
Accountants of India together with the ethicai requirements
that are reievant to our audit of the financiai statements
under the provisions of the Act and the Ruies thereunder,
and we have fuifiiied our other ethicai responsibiiities in
accordance with these requirements and the Code of
Ethics. We beiieve that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our audit
opinion on the standaione financiai statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professionai
judgement, were of most significance in our audit of the
standaione financiai statements for the financiai year ended
March 31, 2025. These matters were addressed in the
context of our audit of the standaione financiai statements
as a whoie, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters. For each
matter beiow, our description of how our audit addressed
the matter is provided in that context.

We have determined the matters described beiow to be
the key audit matters to be communicated in our report.
We have fuifiiied the responsibiiities described in the
Auditor's responsibiiities for the audit of the standaione
financiai statements section of our report, inciuding in
reiation to these matters. Accordingiy, our audit inciuded
the performance of procedures designed to respond to
our assessment of the risks of materiai misstatement of
the standaione financiai statements. The resuits of our
audit procedures, inciuding the procedures performed
to address the matters beiow, provide the basis for our
audit opinion on the accompanying standaione financiai
statements.

We have determined that there are no other key audit
matters to communicate in our report.

INFORMATION OTHER THAN THE FINANCIAL
STATEMENTS AND AUDITOR'S REPORT THEREON

The Company's Board of Directors is responsible for
the other information. The other information comprises
the information included in the Annual report, but does
not include the standalone financial statements and our
auditor's report thereon.

Our opinion on the standalone financial statements does
not cover the other information and we do not express any
form of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other
information and, in doing so, consider whether such other
information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated. If, based on
the work we have performed, we conclude that there is
a material misstatement of this other information, we are
required to report that fact. We have nothing to report in
this regard.

RESPONSIBILITIES OF MANAGEMENT FOR THE
STANDALONE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to the
preparation of these standalone financial statements that
give a true and fair view of the financial position, financial
performance including other comprehensive income, cash
flows and changes in equity of the Company in accordance

with the accounting principles generally accepted in India,
including the Indian Accounting Standards (Ind AS) specified
under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended.
This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting
policies; making judgements and estimates that are
reasonable and prudent; and the design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant
to the preparation and presentation of the standalone
financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or
error.

In preparing the standalone financial statements,
management is responsible for assessing the Company's
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the
going concern basis of accounting unless management
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for
overseeing the Company's financial reporting process.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE
STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole

are free from material misstatement, whether due to fraud
or error, and to issue an auditor's report that includes
our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the
basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgement and maintain professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the standalone financial statements, whether
due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide
a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section
143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has
adequate internal financial controls with reference
to financial statements in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.

• Conclude on the appropriateness of management's
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
a material uncertainty exists related to events or
conditions that may cast significant doubt on the
Company's ability to continue as a going concern.
If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor's report
to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor's
report. However, future events or conditions may
cause the Company to cease to continue as a going
concern.

• Evaluate the overall presentation, structure and content

of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we
identify during our audit.

We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and to
communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the standalone financial
statements for the financial year ended March 31, 2025
and are therefore the key audit matters. We describe these
matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter
should not be communicated in our report because the
adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such
communication.

REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS

1. As required by the Companies (Auditor's Report)
Order, 2020 ("the Order"), issued by the Central
Government of India in terms of sub-section (11) of
section 143 of the Act, we give in the "Annexure 1" a
statement on the matters specified in paragraphs 3
and 4 of the Order.

2. As required by Section 143(3) of the Act, we report,
that:

(a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit;

(b) In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of
those books except for the matters stated in the
paragraph (i) (vi) below on reporting under Rule
11(g).

(c) The Balance Sheet, the Statement of Profit
and Loss including the Statement of Other
Comprehensive Income, the Cash Flow
Statement and Statement of Changes in Equity
dealt with by this Report are in agreement with
the books of account.

(d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting
Standards specified under Section 133 of the
Act, read with Companies (Indian Accounting
Standards) Rules, 2015, as amended.

(e) On the basis of the written representations
received from the directors as on March 31, 2025
taken on record by the Board of Directors, none
of the directors is disqualified as on March 31,
2025 from being appointed as a director in terms
of Section 164 (2) of the Act;

(f) The modification relating to the maintenance of
accounts and other matters connected therewith
are as stated in the paragraph (b) above on
reporting under Section 143(3)(b) and paragraph
2 (i) (vi) below on reporting under Rule 11(g).

(g) With respect to the adequacy of the internal
financial controls with reference to these
standalone financial statements and the
operating effectiveness of such controls, refer
to our separate Report in "Annexure 2" to this
report;

(h) In our opinion, the managerial remuneration for
the year ended March 31, 2025 has been paid
/ provided by the Company to its directors in
accordance with the provisions of section 197
read with Schedule V to the Act;

(i) With respect to the other matters to be included
in the Auditor's Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014, as amended in our opinion and to the
best of our information and according to the
explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position
in its standalone financial statements -
Refer Note 29 to the standalone financial
statements;

ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses;

iii. There were no amounts which were

required to be transferred to the Investor

Education and Protection Fund by the

Company.

iv. a) The management has represented

that, to the best of its knowledge and
belief, as disclosed in the note 43 to
the standalone financial statements,
no funds have been advanced or
loaned or invested (either from
borrowed funds or share premium or
any other sources or kind of funds)
by the Company to or in any other
person(s) or entity(ies), including
foreign entities ("Intermediaries"), with
the understanding, whether recorded
in writing or otherwise, that the
Intermediary shall, whether, directly
or indirectly lend or invest in other
persons or entities identified in any
manner whatsoever by or on behalf of
the Company ("Ultimate Beneficiaries")
or provide any guarantee, security
or the like on behalf of the Ultimate
Beneficiaries;

b) The management has represented
that, to the best of its knowledge and
belief, as disclosed in the note 43 to
the standalone financial statements,
no funds have been received by
the Company from any person(s)
or entity(ies), including foreign
entities ("Funding Parties"), with the
understanding, whether recorded in
writing or otherwise, that the Company
shall, whether, directly or indirectly,
lend or invest in other persons or
entities identified in any manner
whatsoever by or on behalf of the
Funding Party ("Ultimate Beneficiaries")
or provide any guarantee, security
or the like on behalf of the Ultimate
Beneficiaries; and

c) Based on such audit procedures
performed that have been considered
reasonable and appropriate in the
circumstances, nothing has come
to our notice that has caused us to
believe that the representations under

sub-clause (a) and (b) contain any
material misstatement.

v. No dividend has been declared or paid during
the year by the Company.

vi. Based on our examination which included test
checks, the Company has used accounting
software for maintaining its books of account
which has a feature of recording audit trail
(edit log) facility and the same has operated
throughout the year for all relevant transactions
recorded in the software except that, audit trail
feature is not enabled for direct changes to data
when using certain access rights as described in
note 44 to the standalone financial statements.
Further, during the course of our audit we did not
come across any instance of audit trail feature

being tampered with in respect of the accounting
software. Additionally, the audit trail of prior year
has been preserved (at application level) by the
Company as per the statutory requirements for
record retention.

For S.R. Batliboi & Co. LLP

Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005

per Navin Agrawal

Partner

Membership Number: 056102
UDIN: 25056102BMMHDM9816

Place of Signature: Kolkata
Date: May 15, 2025