(j) Provisions (other than for employee benefits)

A provision is recognised if, as a result of a past event,
the Company has a present legal or constructive
obligation that can be estimated reliably, and it is
probable that an outflow of economic benefits will
be required to settle 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 obligation.

In an event when the time value of money is material,
the provision is carried at the present value of the cash
flows estimated to settle the obligation.

When the Company 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 expense relating to a provision
is presented in the statement of profit and loss net of
any reimbursement.

Decommissioning liability

Decommissioning costs are provided at the present
value of expected costs to settle the obligation using
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 estimated future costs of decommissioning
are reviewed annually and adjusted as appropriate.
Changes in the estimated future costs or in the
discount rate applied are added to or deducted from
the cost of the asset.

(k) Contingent liabilities

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 an outflow of resources will
be required to settle the obligation. A contingent
liability also arises in extremely rare cases where
there is a liability that cannot be recognised because
it cannot be measured reliably. The Company does
not recognize a contingent liability but discloses its
existence in the financial statements.

(l) Revenue from operations

Revenue from contracts with customers is recognised
when control of the goods or services are transferred
to the customer at an amount that reflects the
consideration to which the Company expects to be
entitled in exchange for those goods or services.

The following specific recognition criteria must also
be met before revenue is recognised:

Sale of goods

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 ownership control is retained. Revenue
towards satisfaction of a performance obligation is
measured at the amount of transaction price allocated
to that performance obligation. Amounts disclosed
as revenue are, net of returns and allowances, trade
discounts, volume rebates, Goods and Services tax
(GST) and amounts collected on behalf of third parties.
Where the Company is the principal in the transaction,
the sales are recorded at their gross values. Where the
Company is effectively the agent in the transaction, the
cost of the merchandise is disclosed as a deduction
from the gross value.

The Company considers whether there are
other promises in the contract that are separate
performance obligations 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.

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 such inventory, the sales value
along with the cost of inventory is disclosed separately
as sale of goods and cost of goods sold and forms
part of Revenue in the Statement of Profit and Loss,
only the net revenue earned i.e. margin is recorded as
a part of revenue. Thus, the Company is an agent and
records revenue at the net amount that it retains for
its agency services.

Contract liabilities

A contract liability is recognised if a payment is
received or a payment is due (whichever is earlier)
from a customer 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

Other operating revenue mainly represents recoveries
made on account of advertisement for use of space
by the customers and other expenses recovered from
suppliers. These are recognised and recorded over
time or at the point in time based on the arrangements
with concerned parties.

(m) Interest income

Interest income is recognised based on time
proportion basis considering the amount outstanding
and using the effective interest rate (EIR). Interest
income is included as other income in the Statement
of Profit and Loss.

(n) Expenses

All expenses are accounted for on accrual basis.

(o) Government grants

Government grants are recognised where there is
reasonable assurance that the grant will be received,
and all attached conditions will be complied with.
When the grant relates to an expense item, it is
recognised as income on a systematic basis over the
periods that the related costs, for which it is intended
to compensate, are expensed.

(p) Leases

Ind AS 116 requires lessees to determine the lease term
as the non-cancellable period of a lease adjusted with
any option to extend or terminate the lease, if the use
of such option is reasonably certain. The Company

makes an assessment on the expected lease term on
a lease-by-lease basis and thereby assesses whether
it is reasonably 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 relating to the
termination of the lease and the importance of the
underlying asset to its operations taking into 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.

The Company as a lessee

The Company's lease asset classes primarily consist
of leases for store. The Company assesses whether
a contract 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 contract conveys
the right to control the use of an identified asset, the
Company assesses whether: (i) the contract involves
the use of an identified asset (ii) The Company has
substantially all of the economic benefits from use of
the asset through the period of the lease and (iii) the
Company has the right to direct the use of the asset.
At the date of commencement of the lease, the
Company 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 or less (short-term
leases) and non-lease components (like maintenance
charges, etc.). For these short-term leases and non¬
lease components, the Company recognizes the
lease rental payments as an operating expense.
Certain lease arrangements includes the options to
extend or terminate the lease before the end of the
lease term. ROU assets and lease liabilities includes
these options when it is reasonably certain that they
will be exercised.

The right-of-use assets are initially recognized at
cost, which comprises the initial amount of the lease
liability adjusted for any lease payments made at or
prior to the commencement date of the lease plus
any initial direct 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 cost to be incurred on removal

of assets at the time of store closure (referred as
"Decommissioning liability") is included in the cost of
right-of-use assets.

Right-of-use assets are depreciated from the
commencement date on a straight-line basis over
the lease term. 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. the
higher of the fair value less cost to sell and the value-
in-use) is determined on an individual asset basis
unless the asset does not generate cash flows that
are largely independent of those from other assets. In
such cases, the recoverable amount is determined for
the Cash Generating Unit (CGU) to which the asset
belongs.

The lease liabilities are initially measured at the
present value of the future lease payments. The
lease payments include fixed payments (including in
substance fixed payments) less any lease incentives
receivable and amounts 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.

The lease payments are discounted using the interest
rate implicit in the lease or, if not readily determinable,
using the incremental borrowing rates for similar term
of borrowing as the leases, for the Company. After the
commencement date, the amount of lease liabilities
is increased to reflect the accretion of interest and
reduced for the lease payments made. In addition,
the carrying amount of lease liabilities is remeasured
if there is a modification, a change in the lease term,
a change in the lease payments (e.g., changes to
future payments resulting from a 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.

Lease liability and ROU asset have been separately
presented in the Balance Sheet and lease payments
have been classified as financing cash flows.

Short-term leases

The Company applies the short-term lease recognition
exemption to its short-term leases (i.e., those leases
that have a lease term of 12 months or less from the
commencement date and do not contain a purchase
option). Lease payments on short-term lease is
recognised as expense on a straight-line basis over
the lease term.

Company as a lessor

Leases for which the Company is a lessor is classified
as a finance or operating lease. Whenever the terms of
the lease transfer substantially all the risks and rewards
of ownership to the lessee, the contract is classified
as a finance lease. All other leases are classified as
operating leases.

(q) Income tax

Current Tax

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 substantively enacted, at the reporting
date.

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 returns with respect to situations in which
applicable tax regulations are subject to interpretation
and establishes provisions where appropriate.

Deferred tax

Deferred tax is provided on temporary differences
between the tax bases and accounting bases of assets
and liabilities at the tax rates and laws that have been
enacted or substantively enacted at the Balance Sheet
date.

Deferred tax assets are recognised for all deductible
temporary differences, the carry forward of unused
tax credits and any unused tax losses, to the extent
that it is probable that taxable profit will be available
against which the deductible temporary differences,
and the carry forward of unused tax credits and
unused tax losses can be utilized.

The carrying amount of deferred tax assets is reviewed
at each Balance Sheet date and reduced to the extent
that it 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 that it has become probable
that future taxable profits will allow the deferred tax
asset to be recovered.

Deferred tax liabilities are recognised for all taxable
temporary differences.

Deferred tax assets and liabilities are offset when there
is legally enforceable right to offset current tax assets
and liabilities and when the deferred tax balances
relate to the same taxation authority. Current tax
assets and tax liabilities are offset where the entity has
a legally enforceable right to offset and intends either
to settle on net basis, or to realize the asset and settle
the liability simultaneously.

(r) Business combination

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 carrying value and necessary
adjustments, if any, have been given effect to as per
the scheme approved by National Company Law
Tribunal.

(s) Compound instrument - non-cumulative non¬
convertible redeemable preference shares

Non-cumulative non-convertible redeemable
preference shares where payment of dividend is
discretionary and which are mandatorily redeemable
on a specific date, are classified as compound
instruments. The fair value of liabilities portion is
determined by discounting amount repayable at
maturity using market rate of interest. Difference
between proceed received and fair value of liability on
initial recognition is included in equity, net of tax effects
and not measured subsequently. Liability component
of non-convertible redeemable preference shares
are subsequently measured at amortised cost.
The interest on these non-convertible redeemable
preference shares are recognised in profit or loss as
finance costs.

(t) Segment reporting

Operating segments are reported in a manner
consistent with the internal reporting provided to the
chief operating decision maker.

(u) Borrowing cost

Borrowing costs directly attributable to the acquisition,
construction or production of an asset that necessarily
takes 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 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.

(v) Earnings per share

Basic earnings per share is calculated by dividing
the net profit or loss for the period attributable to
equity shareholders of the Company by the weighted
average number of equity shares outstanding during
the period. For the purpose of calculating diluted
earnings per share, the net profit or loss, for the
period attributable to equity shareholders of the
Company and the weighted average number of
shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares.

(w) Cash flow Statement

Cash flows are reported using the indirect method,
whereby profit for the period is adjusted for the effects
of 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, investing and financing activities of
the Company are segregated.

(x) Measurement of EBITDA

The Company has elected to present Earnings
(including interest income) before Interest expense,
tax, depreciation and amortisation (EBITDA) as a
separate line item on the face of the Statement of
Profit and Loss.

(y) Standard issued but not effective

There are no standards issued but not effective up
to the date of issuance of the Company's financial
statements.

(z) New and amended standards

The Ministry of Corporate Affairs (MCA) has notified
Companies (Indian Accounting Standards) Rules,
2024 dated to amend the following Ind AS which are
effective for annual periods beginning on or after April
1, 2024. The Company has not early adopted any
standard, interpretation or amendment that has been
issued but is not yet effective.

(i) Ind AS 117 Insurance Contracts

The Ministry of Corporate Affairs (MCA) notified the
Ind AS 117, Insurance Contracts, vide notification
dated 12 August 2024, under the Companies (Indian
Accounting Standards) Amendment Rules, 2024.

(ii) Amendments to Ind AS 116 Leases - Lease Liability
in a Sale and Leaseback

The MCA notified the Companies (Indian Accounting
Standards) Second Amendment Rules, 2024, which
amend Ind AS 116, Leases, with respect to Lease
Liability in a Sale and Leaseback.

The above amendments do not have any impact on
the Company's standalone financial statements.

1. Security & other terms

Out of the term loan from banks:

a) ' Nil (March 31, 2024 : ' 333.34 lakhs) is secured
by first Pari Passu charge by way of hypothecation
over moveable fixed assets including plant
and equipment of the Company and second
Pari Passu charge by way of hypothecation on
the entire current assets of the Company. The
said loan is payable after 9 months from the
date of first disbursement in 18 equal quarterly
installments of ' 166.67 lakhs each.

b) ' 2,400.00 Lakhs (March 31, 2024 : ' 3,600.00
Lakhs) is secured by first Pari Passu charge by way

of hypothecation over moveable fixed assets of
the Company and second Pari Passu charge on
the entire current assets of the Company. The
said loan is payable after 15 months from the
date of first disbursement in 20 equal quarterly
installments.

c) ' 2,500.00 Lakhs (March 31, 2024 : ' 3,500.00
Lakhs) is secured by first Pari Passu charge by way
of hypothecation over moveable fixed assets of
the Company and second Pari Passu charge on
the entire current assets of the Company. The
said loan is payable after 12 months from the
date of first disbursement in 20 equal quarterly
installments.

d) ' 2,894.74 Lakhs (March 31, 2024 : ' 3,947.36
Lakhs) is secured by first Pari Passu charge by way
of hypothecation over moveable fixed assets of
the Company and second Pari Passu charge on
the entire current assets of the Company. The
said loan is payable after 6 months from the
date of first disbursement in 19 equal quarterly
installments.

e) ' 2,69940 Lakhs (March 31, 2024 : ' 2,894.82
Lakhs) is secured by first Pari Passu charge by way
of hypothecation over moveable fixed assets of
the Company and second Pari Passu charge on
the entire current assets of the Company. The
said loan is payable after 15 months from the
date of first disbursement in first 10 quarterly
installments of 1.67% of disbursement & next 10
quarterly installments of 8.33% of disbursement.

f) ' 800.00 Lakhs (March 31, 2024 : ' 1,600.00
Lakhs) is secured by first Pari Passu charge by
way of hypothecation over moveable fixed assets
of the Company and second Pari Passu charge
on the entire current assets of the Company.
The said loan is payable after 9 months from
the date of first disbursement in first 4 quarterly
installments of 5.00% of disbursement & next 8
quarterly installments of 10.00% of disbursement.

g) ' 1,000.00 Lakhs (March 31, 2024 : ' 1,000.00
Lakhs ) is secured by first Pari Passu charge by way
of hypothecation over moveable fixed assets and
immovable fixed assets of the Company, both
present and future and second Pari Passu charge
on the entire current assets of the Company. The
said loan is payable after 18 months from the
date of first disbursement in 14 equal quarterly
installments of ' 71.43 Lakhs each.

h) ' 4,375.00 lakhs (March 31, 2024 : ' 4,875.00
lakhs ) is secured by first Pari Passu charge by way
of hypothecation over moveable fixed assets of
the Company, both present and future, second
Pari Passu charge on the entire current assets of
the Company. The said loan is payable after 3
months from the date of first disbursement in 12
structured quarterly installments.

i) ' 8,750.00 lakhs (March 31, 2024 : ' 10,000.00
lakhs ) is secured by first Pari Passu charge by way
of hypothecation over moveable fixed assets of

the Company, both present and future, second
Pari Passu charge on the entire current assets of
the Company. The said loan is payable after 6
months from the date of first disbursement in 19
structured quarterly installments divided into first
3 quarterly installments of 2.50% of disbursement
& next 4 to 11th quarterly installments of 5.00% of
disbursement & next 8 quarterly installments of
6.56%.

j) ' 5,000.00 lakhs (March 31, 2024 : ' Nil ) is
secured by first Pari Passu charge by way of
hypothecation over moveable fixed assets of the
Company, both present and future, second Pari
Passu charge on the entire current assets of the
Company. The said loan is payable after 1 year
from the date of first disbursement in 8 equally
quarterly installments.

k) ' 5,000.00 Lakhs (March 31, 2024 : 'Nil ) is
secured by first Pari Passu charge by way of
hypothecation over moveable fixed assets and
immovable fixed assets of the Company, both
present and future and second Pari Passu charge
on the entire current assets of the Company. The
said loan is payable after 12 months from the
date of first disbursement in 16 equal quarterly
installments of ' 3.125 Crores each.

l) ' 5,000.00 lakhs (March 31, 2024 : ' Nil ) is
secured by first Pari Passu charge by way of
hypothecation over moveable fixed assets of
the Company, both present and future, second
Pari Passu charge on the entire current assets of
the Company. The said loan is payable after 3
months from the date of first disbursement in 12
equally quarterly installments.

m) ' 3,500.00 Lakhs (March 31, 2024 : ' Nil) is
secured by first Pari Passu charge by way of
hypothecation over moveable fixed assets and
immovable fixed assets of the Company, both
present and future and second Pari Passu charge
on the entire current assets of the Company. The
said loan is payable after 12 months from the
date of first disbursement in 16 equal quarterly
installments of ' 2.1875 Crores each.

Also, refer note 36

Interest rate on loans from banks varies from
7.70% p.a. to 11.05% p.a.

Security & other terms

a) ' 9,967.10 Lakhs (March 31, 2024 : ' 8,024.81
Lakhs) Working Capital loan is secured by first
Pari Passu charge by way of hypothecation over
entire current assets of the Company and second
Pari Passu charge by way of Hypothecation over
entire moveable fixed assets of the Company. It
is payable on demand.

b) ' 6.14 Lakhs (March 31, 2024 : ' Nil) Working
Capital loan is secured by first Pari Passu charge
by way of hypothecation over entire current
assets of the Company and second Pari Passu
charge by way of Hypothecation over entire
moveable fixed assets of the Company. It is
payable on demand.

c) ' Nil (March 31, 2024 : ' 4,500.00 Lakhs) Working
Capital loan is secured by first Pari Passu charge
by way of hypothecation over entire current
assets of the Company and second Pari Passu
charge by way of Hypothecation over entire
moveable fixed assets of the Company. It is
payable on demand.

d) ' Nil (March 31, 2024 : ' 42.00 Lakhs) Working
Capital loan is secured by first Pari Passu charge
by way of hypothecation over entire current
assets of the Company and second Pari Passu
charge by way of Hypothecation over moveable
fixed assets of the Company. It is payable on
demand.

e) ' 2,872.13 Lakhs (March 31, 2024 : ' 2,972.33
Lakhs) Invoice financing facility from Bank is
secured by first Pari Passu charge by way of
hypothecation over entire current assets of the
Company and second Pari Passu charge by way
of Hypothecation over moveable fixed assets
of the Company. Loan is payable in maximum
period of 90 days.

f) ' 2,998.58 Lakhs (March 31, 2024 : ' 2,964.20
Lakhs) Invoice financing facility from Bank is
secured by first Pari Passu charge by way of
hypothecation over entire current assets of the
Company and second Pari Passu charge by way
of Hypothecation over moveable fixed assets
of the Company. Loan is payable in maximum
period of 120 days.

g) ' 7,193.23 Lakhs (March 31, 2024 : ' 6,489.05
Lakhs) Invoice financing facility from Bank is
secured by first Pari Passu charge by way of
hypothecation over entire current assets of the
Company and second Pari Passu charge by way
of Hypothecation over moveable fixed assets
of the Company. Loan is payable in maximum
period of 90 days.

h) ' 7,470.18 Lakhs (March 31, 2024 : ' 2,468.17
Lakhs) Invoice financing facility from Bank is
secured by first Pari Passu charge by way of
hypothecation over entire current assets of the

Company and second Pari Passu charge by way
of Hypothecation over moveable fixed assets
of the Company. Loan is payable in maximum
period of 120 days.

i) ' 2,751.17 Lakhs (March 31, 2024 : ' 4,49749
Lakhs) Invoice financing facility from Bank is
unsecured. Loan is payable in maximum period
of 120 days.

Also, refer note 36

Interest rate on loans from banks varies from
9.95% p.a. to 11.40% p.a.

(c) Retailers Association of India (RAI) of which the Company is a member, had filed Special Leave Petition before the
Hon'ble Supreme Court of India, about the applicability of service tax on commercial rent on immovable property.
Pending disposal of the case, the Supreme Court had passed an interim ruling in October 2011 directing the members
of RAI to pay 50% of total service tax liability up to September 2011 to the department and to furnish a surety for
balance 50%. Accordingly the Company had already deposited ' 460.00 Lakhs and furnished a surety for ' 460.00
Lakhs towards the balance service tax liability.

During the year ended March 31, 2022, the Company has settled the said case under Sabka Vishwas - (Legacy Dispute
Resolution) Scheme, 2019 and obtained a Discharge Certificate for full and final settlement of tax dues upto the period
under dispute and accordingly, company had reversed the excess liability in the books.

The Company has also been making provision for service tax on commercial rent on immovable property from October
2011 till FY 2018-19, the balance whereof as on March 31, 2025 is ' 460.11 Lakhs (March 31, 2024: ' 460.11 Lakhs).

E5I ASSETS AND LIABILITIES RELATING TO EMPLOYEE DEFINED BENEFITS (continued)

(ii) Salary Inflation risk: Higher than expected increases in salary will increase the defined benefit obligation.

(iii) Demographic risk: This is the risk of variability of results due to unsystematic nature of decrements that include
mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation
is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria. It
is important not to overstate withdrawals because in the financial analysis the retirement benefit of a short career
employee typically costs less per year as compared to a long service employee

(iv) I nvestment risk : The probability or likelihood of occurrence of losses relative to the expected return on any
particular investment.

Notes:

(i) The Company's principal related parties consist of Rainbow Investments Limited, its subsidiaries and key managerial
personnel. The Company's material related party transactions and outstanding balances are with related parties
with whom the Company routinely enters into transactions in the ordinary course of business.

(ii) Key Managerial Personnel are entitled to post-employment benefits and other long term employee benefits
recognised as per Ind AS 19 '- 'Employee Benefits' in the financial statements. As these employees benefits are
lump sum amounts provided on the basis of actuarial valuation the same is not included above.

(iii) RPG Power Trading Company Limited (company under common control) has furnished a Comfort letter in
respect of term loan and working capital loan obtained from bank and financial institution by the Company for a
total sanction amount of ' 25,100.00 lakhs (March 31, 2024: ' 15,100.00 lakhs). The outstanding amount as at year
end in the books is ' 23,125.00 lakhs (March 31, 2024 : ' 14,875.00 lakhs).

(iv) Intergrated Coal Mining Ltd (company under common control) has furnished a Comfort letter in respect of term
loan and invoice financing facility obtained from bank by the Company for a total sanction amount of ' 12,500.00
lakhs (March 31, 2024: ' Nil). The outstanding amount as at year end in the books is ' 12,498.56 lakhs (March 31,
2024 : ' Nil).

(v) Term loan and working capital loan of a total sanction amount of ' 20,100.00 lakhs (March 31, 2024: ' 10,100.00
lakhs) is secured by first charge on all assets and cash flows of RPG Power Trading Co. Ltd. The outstanding
amount as at year end in the books is ' 18,750.00 lakhs (March 31, 2024: ' 10,042.00 lakhs).

(vi) Term loan of a total sanction amount of ' 9,500.00 lakhs (March 31, 2024: ' Nil) is secured by first Pari Passu charge
by way of hypothecation over current assets, moveable fixed assets and immovable fixed assets of Intergrated
Coal Mining Ltd (company under common control). The outstanding amount as at year end in the books is
' 9,500.00 lakhs (March 31, 2024: ' Nil).

(vii) Refer note 29 for comfort letter furnished to its wholly owned subsidiary.

E7I SHARE BASED PAYMENTS

Spencer's Employee Stock Option Plan 2019 (ESOP 2019)

The Company has an approved ESOP 2019 plan for grant of stock options to eligible employees. For the purpose of the
scheme, the Company had created a Special Employee Benefit Trust (ESOP Trust) which had purchased 1,20,000 equity
shares from the open market. The Company had given advance to the Trust for purchase of these asset which is shown as
'Advance to Spencer's Employee Benefit Trust (ESOP Trust) (refer Note 10(i)) and will be repaid by the Trust once the eligible
employees exercises the right of stock options.

There is currently no active employee to whom the Company has given grant of stock options and hence, these equity
shares continues to be held by the ESOP Trust.

(b) Measurement of fair values

The fair values of financial assets and liabilities are included at the amount that would be received on sale of asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and
assumptions used to estimate the fair values are consistent in all the years. The following methods and assumptions
were used to estimate the fair values:

(i) The fair values of the unquoted equity shares have been estimated using a DCF (Discounted cash flow) model.
The valuation requires management to make certain assumptions about the model inputs, including forecasted
cash flows, discount rate, credit risk and volatility. The probabilities of the various estimates within the range
can be reasonably assessed and are used in management's estimate of fair value for these unquoted equity
investments.

In respect of investments in alternative investment fund, the fair values represent net asset value as stated by the
respective issuer at the close of the reporting date. Net asset values represent the price at which the issuer will
issue further units and the price at which issuer will redeem such units from the investors. Accordingly, such net
asset values are analogous to fair market value with respect to these investments, as transactions of these funds

In respect of investments in mutual funds, the fair values represent net asset value as stated by the issuers of
these mutual fund units in the published statements. Net asset values represent the price at which the issuer will
issue further units in the mutual fund and the price at which issuers will redeem such units from the investors.
Accordingly, such net asset values are analogous to fair market value with respect to these investments, as
transactions of these mutual funds are carried out at such prices between investors and the issuers of these units
of mutual funds.

(ii) The carrying amount of trade receivables, cash and cash equivalents, other bank balances, other financial
assets, trade payables, borrowings, lease liabilities and other financial liabilities, measured at cost in the financial
statements, are considered to be the same as their fair values, due to their short term nature. Where such items
are non-current in nature, the same has been classified as Level 3 and fair value determined using discounted
cash flow basis. Carrying value of Preference shares is based on discounted cash flows using effective interest
rate at the time of issue which is a reasonable approximation of its fair value and the difference between the
carrying value and fair value is not expected to be significant. Non current borrowings including current maturity
and security deposits (classified as other financial assets) are based on discounted cash flow using an incremental
borrowing rate.

(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
which are traded in the stock exchanges and mutual funds that have net asset value as stated by the issuers in
the published statements. The fair value of all equity instruments which are traded in the stock exchanges is
valued using the closing price as at the reporting period. The mutual funds are valued using the closing net assets
value.

(ii) Level 2 (valuation technique with significant observable inputs) : This level of hierarchy includes financial assets
and liabilities, measured using inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). The fair value of financial
instruments that are not traded in an active market (for example, over-the counter derivatives) is determined using
valuation techniques which maximise the use of observable market data and rely as little as possible on entity-
specific estimates.

(iii) Level 3 (valuation technique with significant unobservable inputs) : This level of hierarchy includes financial
assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs).
Fair values are determined in whole or in part, using a valuation model based on assumptions that are neither
supported by prices from observable current market transactions in the same instrument nor are they based on
available market data. This is the case for unlisted equity securities included in Level 3.

There have been no transfers of investments between Level 1 and Level 2 fair value measurements during the year

(e) Financial risk management

The Company has exposure to the following risks arising from financial instruments:

(i) Credit risk

(ii) Liquidity risk

(iii) Market risk

The Company's principal financial liabilities comprises of Lease liabilities, borrowings, preference shares, trade and
other payables and other financial liabilities. The main purpose of these financial liabilities is to finance and support
the operations of the Company. The Company's principal financial assets include trade and other receivables, security
deposits, investments and cash & cash equivalents that derive directly from its operations.

The Company's primary risk management focus is to minimise potential adverse effects of these risks by managing
them through a structured process of identification, assessment and prioritisation of risks followed by co-ordinated
efforts to monitor, minimize and mitigate the impact of such risks on its financial performance and capital. For this
purpose, the Company has laid comprehensive risk assessment and minimisation/mitigation procedures, which are
reviewed by the management from time to time. These procedures are reviewed regularly to reflect changes in market
conditions and to ensure that risks are controlled by way of properly defined framework.

(i) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Company is exposed to credit risk from its operating activities (including trade receivable
and security deposits) and from its financial activities including deposits with banks and financial institutions. An
impairment analysis is performed at each reporting date on the basis of sales channel. In addition, a large number of
minor receivables are grouped and assessed for impairment collectively.

Trade receivables :

The Company operates on business model of primarily cash and carry, credit risk from receivable perspective is
insignificant. Customer credit risk is managed basis established policies of Company, procedures and controls relating

Moreover, the Company's customer base is large and diverse limiting the risk arising out of credit concentration.
Other remaining financial assets :

Investments, in the form of fixed deposits, of surplus funds are made generally with banks & financial institutions and
within credit limits assigned to each counterparty.

Credit risk in respect for security deposit given for premises taken on lease are tracked by carrying specific analysis
of all parties at each reporting period. Historically loss on security deposits are immaterial. Therefore, based on past
and forward-looking information available with management and to the best estimate of management, the Company
believes that exposure to credit risk on other remaining financial assets is not material.

(ii) Liquidity risk

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

OH FINANCIAL INSTRUMENTS - FAIR VALUE MEASUREMENTS AND RISK MANAGEMEN' (continued)

market conditions. Market risk broadly comprises three types of risks namely currency risk, interest rate risk and security
price risk. The Company does not have any external currency exposure and thus currency risk is not applicable to the
Company.

The Company invests its surplus funds mainly in short term liquid schemes of mutual funds and bank fixed deposits.
The Company manages its price risk arising from these investments through diversification and by placing limits on
individual and total equity instruments / mutual funds.

Interest rate risk

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

B39I CAPITAL MANAGEMENT

For the purpose of the Company's capital management, capital includes equity attributable to the equity holders of the
Company and all other equity reserves. The primary objective of the Company's capital management is to ensure that
it maintains an efficient capital structure while maximising shareholder value. Apart from internal accrual, sourcing of
capital is done through judicious combination of equity and borrowing, both short term and long term.

The capital structure of the Company is based on management's judgement of its strategic and day-to-day needs with
a focus on total equity so as to safeguard its ability to continue as a going concern and to maintain investor, creditors
and market confidence.

The Company has not defaulted on any loans payable.

The Company has incurred a loss after tax of ' 18,477.82 Lakhs for the year ended March 31, 2025 and its current
liabilities, including current borrowings, exceeds current assets by ' 60,411.26 Lakhs as at March 31, 2025. The
Company has access to unutilised credit lines with its bankers and also additional capital from its promoters, if and
when required. The Company also has other investments which can be monetised, if and when required. Further,
the Company is focusing on improvement of margins through dis-continuance of loss making/ low margin stores,
cost reduction initiatives etc. In view of the above factors, and the approved business plan for the next year, the
management is confident of its ability to generate sufficient cash to fulfil all its obligations, including debt repayments,
over the next 12 months, consequent to which, these financial statements have been prepared on a going concern
basis.

41. During the year ended March 31, 2025, the management initiated appropriate steps for opening new stores in selected
geographies and also ramped down existing operations in South and NCR regions.

Accordingly, necessary accounting treatment and impact relating to the stores closed / identified for closure has been
duly considered in the aforesaid financial statements, resulting into net credit of ' 32.39 Lakhs for the year ended
March 31, 2025, which comprises i) reversal of net liability on termination of lease contracts ' 5,746.30 Lakhs (gain);
ii) accelerated depreciation / dismantling cost ' 3,789.82 Lakhs; and iii) provision against inventories, security deposits
and other claims ' 1,924.09 Lakhs.

E3I OTHER STATUTORY INFORMATION

(i) The Company does not have any transactions with companies struck off.

(ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the
statutory period.

(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(iv) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the Company shall directly or indirectly
lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party
(Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including
foreign entities (Intermediaries) with the understanding that the Intermediary shall directly or indirectly lend or
invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate
Beneficiaries) or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(vi) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account,
in the tax assessments under the Income Tax Act, 1961 as income during the year.

(vii) There are no proceedings initiated or are pending against the Company for holding any benami property under
the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

(viii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read
with Companies (Restriction on number of Layers) Rules, 2017.

(ix) The Company is maintaining its books of accounts in electronic mode and these books of accounts are accessible
in India at all times and the back-up of the books of accounts has been kept in servers physically located in India
on a daily basis.

(x) The quarterly returns/ statements filed by the Company with such banks are in agreement with the books of
accounts of the Company. Further, the Company do not have sanctioned working capital limits in excess of
' five Crores in aggregate from financial institutions, during the year on the basis of security of current assets of
the Company.

(xi) The Company has not been declared wilful defaulter by any bank or financial institution or government or any
government authority.

(xii) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India.
The Group has 4 Core Investment Companies as a part of the Group.

The Company have used accounting software for maintaining its books of account which has a feature of recording
of 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 at the database level in so far it relates to the SAP and
Point Of Sales (POS) accounting software. Further, no instance of audit trail feature being tampered with in respect of
the accounting software was noted. Additionally, the audit trail of prior year has been preserved by the Company at
application level as per the statutory requirements for record retention to the extent it was enabled and recorded in
the respective years.

For S.R. Batliboi & Co. LLP For and on behalf of Board of Directors of Spencer's Retail Limited

Chartered Accountants CIN : L74999WB2017PLC219355

Firm registration number - 301003E/E300005

per Navin Agrawal Anuj Singh Shashwat Goenka

Partner Chief Executive Officer and Managing Director Chairman

Membership number : 056102 DIN: 09547776 DIN: 03486121

Place : Kolkata Place : Kolkata

Navin Kumar Rathi Sandeep Kumar Banka

Company Secretary Chief Financial Officer

Place : Kolkata Place : Kolkata Place : Kolkata

Date : May 15, 2025 Date : May 15, 2025