We have audited the accompanying standalone financial
statements of Spencer's Retail Limited ("the Company"),
which comprise the Balance sheet as at March 31 2026,
the Statement of Profit and Loss, including the Statement of
Other Comprehensive Income, the Cash Flow Statement
and the Statement of Changes in Equity for the year then
ended, and notes to the standalone financial statements,
including 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
standalone financial 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, 2026, its loss including other comprehensive
loss, its cash flows and the changes in equity for the year
ended on that date.
BASIS FOR OPINION
We conducted our audit of the standalone financial
statements in accordance with the Standards on Auditing
(SAs), as specified under section 143(10) of the Act.
Our responsibilities under those Standards are further
described in the 'Auditor's Responsibilities for the Audit of
the Standalone Financial 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 ethical requirements
that are relevant to our audit of the financial statements
under the provisions of the Act and the Rules thereunder,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of
Ethics. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our audit
opinion on the standalone financial statements.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements for the financial year ended
March 31, 2026. These matters were addressed in the
context of our audit of the standalone financial statements
as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters. For each
matter below, our description of how our audit addressed
the matter is provided in that context.
We have determined the matters described below to be
the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the
Auditor's responsibilities for the audit of the standalone
financial statements section of our report, including in
relation to these matters. Accordingly, our audit included
the performance of procedures designed to respond to
our assessment of the risks of material misstatement of
the standalone financial statements. The results of our
audit procedures, including the procedures performed
to address the matters below, provide the basis for our
audit opinion on the accompanying standalone financial
statements.
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Key audit matters
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How our audit addressed the key audit matter
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Assessment of Going Concern as a basis of accounting (as described in Note 2.1 (a) and 40 of the standalone financial
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statements)
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The Company has incurred a loss of Rs 13,359.87
lakhs (PY Rs 18,477.82) and has net current liabilities
of Rs. 64,721.61 lakhs. Further, as at March 31, 2026,
the Company has borrowings from banks, financial
institutions and related parties of Rs. 99,210.13 lakhs
against total equity of Rs. (42,899.44) lakhs.
Management has assessed the Company's ability
to continue as a Going Concern as required by
Ind AS 1 (Presentation of Financial Statements)
considering the future cash flow forecasts which
involves judgement and estimation of key variables
and market conditions including future economic
conditions. The management is confident that
the net cash flows from operating activities, in
conjunction with the available lines of credit,
availability of additional capital from the promoter
group as and when required, will provide sufficient
liquidity to meet its financial obligation as and
when it falls due for the following twelve months.
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Our audit procedures included the following:
• We obtained management's assessment of the appropriateness
of going concern basis of accounting.
• We obtained an understanding of the process which includes
annual business plan, raising short term borrowings and review of
management reporting and their assessment of the Company's
ability to meet its financial obligations in the foreseeable future.
• We agreed the details of the Company's credit facilities (including
un-utilised facilities) and credit facility which is historically
renewed to the supporting documentation.
• We reviewed the related additional securities provided by
associate companies for availing facilities from banks/financial
institutions, noting promoter's intent to take reasonable steps to
address any potential liquidity shortfall in the Company.
• We assessed the appropriateness of the disclosures made in the
standalone financial Statements.
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Key audit matters
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How our audit addressed the key audit matter
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Management's conclusion of the appropriateness of
Going Concern assumption for preparation of these
financial statements, on the basis of above factors, is
identified as a key audit matter as reasonableness of
the cash flow forecasts, planned refinancing actions
and other assumptions used in the Company's going
concern analysis involves estimates and judgments.
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ImDairment Testina for Brand (as described in Note 2.2(e) and 4 of the standalone financial statements)
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The Company has an acquired brand (intangible
asset) as at March 31, 2026 assessed to be with an
indefinite life. As required by Ind AS 36 "Impairment
of Assets", such brand is tested for impairment every
year as stated in the accounting policy note no 2.2(e)
of the standalone financial statements.
For this assessment, the Company engages a valuer
to determine the recoverable value of the brand
using valuation techniques, which is sensitive to
changes in inputs used in valuation and involves
judgment due to inherent uncertainty in the
assumptions related to discount rate, future growth
rate and future royalty rates.
Accordingly, impairment testing for the brand is
determined to be a key audit matter in our audit of
the standalone financial statements.
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Our audit procedures included, among others the following:
• We read and assessed the Company's accounting policies with
respect to impairment testing.
• We obtained an understanding from the management, assessed
and tested the design and operating effectiveness of the
Company's key controls over the impairment assessment.
• We discussed with the management the methodology and
assumptions used in the valuation including discount rates,
expected growth rates and terminal growth rates. In performing
these procedures, we have involved valuation specialists.
• We obtained and reviewed the impairment testing report for
brand prepared by the Company's independent valuation
specialist and also assessed the valuation specialist's objectivity
and independence.
• We assessed management's sensitivity analysis around the key
assumptions.
• We obtained suitable management representation on the
projections of future cash flows and the various assumptions
used in the valuation, as duly approved by the Board of Directors.
• We tested the arithmetical accuracy of the financial projections.
• We assessed the disclosures made in the standalone financial
statements.
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Fair Valuation of Investment in Subsidiaries (as described in Note 2.2(g) and 6 of the standalone financial statements)
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The Company carries its investment in subsidiaries
at fair value through Other Comprehensive Income
(FVTOCI). These subsidiaries have incurred losses
in the current and previous financial year and have
negative net-worth as at March 31, 2026.
The Company engages a valuer to determine the
fair value of such investment using the discounted
cash flow method of valuation, which is sensitive
to changes in inputs used in valuation such as
Expected growth rate, discount rate, terminal growth
rate, EBIDTA margin percentage etc. and which
involves judgment due to inherent uncertainty in the
assumptions used for forecasting the future cash
flows.
Accordingly, the fair valuation of investment in
subsidiary companies is determined to be a key
audit matter in our audit of the standalone financial
statements.
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Our audit procedures included, among others the following:
• We obtained an understanding from the management, assessed
and tested the design and operating effectiveness of the
Company's key controls over the valuation of such investments.
• We discussed with the management the methodology and
assumptions used in the valuation including discount rates,
expected growth rates and terminal growth rates. In performing
these procedures, we have involved valuation specialists.
• We obtained and reviewed the fair valuation reports prepared
by the Company's independent valuation specialist and also
assessed the valuation specialist's objectivity and independence.
• We obtained suitable management representation on the
projections of future cash flows and the various assumptions
used in the valuation, as duly approved by the Board of Directors.
• We tested the arithmetical accuracy of the financial projections.
• We assessed the disclosures made in the standalone financial
statements.
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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 AND THOSE
CHARGED WITH GOVERNANCE 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
loss, 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
judgments 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 and Board of Directors are 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 judgment 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, 2026
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, 2026
taken on record by the Board of Directors, none
of the directors is disqualified as on March 31,
2026 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, 2026 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, at the application level, the
audit trail of prior years has been preserved
by the Company 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
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
per Jai Prakash Yadav
Partner
Membership Number: 066943
UDIN: 26066943BQVKNN2246
Place of Signature: Kolkata
Date: May 21, 2026
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