Spencers Retail Ltd Directors Report

BOARDS REPORT

Dear Members,

The Board of Directors ("Board") takes great pleasure in presenting the Ninth Annual Report on the business and operations of Spencers Retail Limited ("the Company") together with the Audited Financial Statements of the Company for the financial year ended March 31, 2026.

FINANCIAL HIGHLIGHTS

In compliance with the provisions of the Companies Act, 2013 (Act) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), as amended from time to time, the Company has prepared its standalone and consolidated financial statements in accordance with Indian Accounting Standards (Ind AS) for the financial year 2025-26. The financial performance for the year ended March 31, 2026 is summarised below:

				(Rs. in Lakhs)
	Standalone		Consolidated
Particulars	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from operations and other Income	1,54,279.74	1,77,551.81	1,82,575.97	2,09,87246
Earnings before interest expenses, tax, depreciation and amortisation (EBITDA)	5,625.76	5,288.85	1,515.18	6,026.07
Finance costs	13,360.94	13,186.00	16,902.85	16,431.31
Depreciation and amortisation expense	5,624.69	10,580.67	9,568.81	14,256.00
Profit/(Loss) before tax	(13,359 87)	(18477 82)	(24,95648)	(24,661 24)
Tax expenses	-	-	(23 26)	(25 01)
Profit/(Loss) after tax	(13,359.87)	(18,477.82)	(24,933.22)	(24,636.23)
Other comprehensive income /(loss)	(199.93)	57.99	(198.34)	5949
Total comprehensive income/(loss) for the year	(13,559.80)	(18,419.83)	(25,131.56)	(24,576.74)

RESULT OF OPERATIONS

During the financial year 2025-26, the Company navigated a challenging retail environment marked by evolving consumer preferences, inflationary pressures, and rising finance costs. Despite these headwinds, the Company continued to demonstrate resilience and operational discipline.

• On a standalone basis, revenue from operations and other income stood at 1,54,279.74 Lakhs, reflecting the Companys ability to sustain a significant scale of operations. EBITDA improved to 5,625.76 Lakhs compared to 5,288.85 Lakhs in the previous year, underscoring enhanced efficiency and cost optimization.

• On a consolidated basis, revenue from operations and other income was 1,82,575.97 Lakhs. While profitability was impacted by higher finance costs and depreciation, the Company maintained strong topline momentum and continued investments in infrastructure and customer experience.

• The Company also recorded improved operating performance at the standalone level, with EBITDA growth highlighting the benefits of ongoing efficiency measures.

The Board remains confident that the strategic initiatives being implemented including strengthening the product mix, enhancing supply chain efficiencies, and leveraging digital platforms, will position the Company for sustainable growth and improved profitability in the coming years.

The operating and financial performance of the Company, including major developments has been further discussed in detail in the Management Discussion and Analysis Report, forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI Listing Regulations, a separate section on the Management Discussion and Analysis, which presents a detailed review of operations, performance and future outlook of the Company, is annexed hereto forming part of this Report as Annexure-A.

SUBSIDIARIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on March 31, 2026, the Company has two wholly owned subsidiaries: Natures Basket Limited (NBL), which is a material subsidiary of the Company and Omnipresent Retail India Private Limited (ORIPL). The Board of Directors reviewed the affairs of the subsidiaries from time to time during the year.

In terms of Regulation 24(1) of the SEBI Listing Regulations, the requirement of appointing an Independent Director of the Company on the Board of material subsidiaries is not applicable. The Company has also formulated a Policy for determining Material Subsidiaries, which is available on its website at https://www.spencersretaii.com/investor.

In compliance with Section 129(3) of the Act, the Company has prepared consolidated financial statements for itself and its subsidiaries in accordance with applicable Indian Accounting Standards and SEBI Listing Regulations. These statements have been audited by M/s. S. R. Batiiboi & Co. LLP, Chartered Accountants, Statutory Auditors of the Company. The consolidated financial statements for the financial year 2025-26 form part of this Annual Report and wiii be laid before the Members at the ensuing AGM along with the standalone financial statements.

The Auditors Reports of the subsidiaries do not contain any qualifications, remarks, or disclaimers. Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is attached to the consolidated financial statements.

Further, in accordance with Section 136 of the Act, the financial statements of the Company, consolidated financial statements, relevant documents, and separate audited financial statements of the subsidiaries are available on the Companys website at https://www.spencersretaii.com/investor. Shareholders desirous of obtaining the audited financial statements of the subsidiaries may request the same.

RELATED-PARTY TRANSACTIONS (RPTs)

During the financial year 2025-26, all contracts, arrangements, and transactions entered into by the Company with its related parties were in strict compliance with the provisions of the Act, and the SEBI Listing Regulations. Each transaction was conducted in the ordinary course of business and on an arms length basis, with prior approval from the Audit Committee. The Company did not enter into any contract, arrangement, or transaction with related parties that could potentially conflict with its interests or be considered materially significant. Accordingly, disclosure of RPTs in Form AOC-2, as required under Section 134(3)(h) of the Act, is not applicable for the financial year 2025-26.

The Companys Policy on Materiality of RPTs and on Dealing with RPTs, incorporating amendments issued by SEBI from time to time and duly approved by the Board, is available on the Companys website at https://www.spencersretaii.com/ investor.

TRANSFER TO RESERVES AND DIVIDEND

In accordance with the provisions of the Act, the Board reports that, as the Company did not record any reportable profit for the financial year ended March 31, 2026, no amount has been transferred to reserves during the year under review.

Further, in view of the accumulated losses, the Board of Directors do not recommend any dividend for the said financial year, while reaffirming its commitment to strengthening the Companys financial position and enhancing long-term shareholder value. Dividend Distribution Policy, as required under the SEBI Listing Regulations, is available on the Companys website at www.spencersretaii.com/investor.

CORPORATE GOVERNANCE

The Company firmly believes that sound corporate governance is the cornerstone of sustainable value creation in line with the philosophy and pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, a comprehensive Report on Corporate Governance for the year under review is annexed as Annexure-B alongwith Additional Shareholders Information as Annexure-C providing further details relevant to the shareholders.

A certificate from Mr. Manoj Prasad Shaw of M/s. Manoj Shaw & Co., Company Secretaries, confirming compliance with the conditions of corporate governance, as stipulated under the SEBI Listing Regulations, is annexed to the Corporate Governance Report.

The Companys governance practices reflect its value system, encompassing culture, policies, and stakeholder relationships, with integrity and transparency at the core. Good governance is not merely a regulatory obligation but the bedrock upon which stakeholder confidence is built, ensuring that the Company consistently gains and retains trust.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

Re-appointment of Director

In accordance with the provisions of Section 152 of the Act, read with Article 100 of the Companys Articles of Association, Mr. Anuj Singh (DIN: 09547776), Chief Executive Officer and Managing Director (CEO & MD), is due to retire by rotation at the upcoming Ninth Annual General Meeting (AGM). Having demonstrated strong leadership and commitment, Mr. Singh, being eligible, has offered himself for re-appointment. The Board of Directors, acting upon the unanimous recommendation of the Nomination and Remuneration Committee (NRC), strongly endorses his re-appointment, considering his continued guidance vital for the Companys strategic direction and sustained growth.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meetings (SS-2) are provided in the Notice of the AGM, forming part of this Annual Report.

Re-appointment of CEO and Managing Director

During the year under review, Mr. Anuj Singh (DIN: 09547776) was re-appointed as the CEO & MD in the category of Key Managerial Personnel (KMP) of the Company, liable to retire by rotation, for a further period of three years w.e.f. March 22, 2026. The NRC of the Company evaluated Mr. Singhs performance and found it satisfactory. In view of his performance and based on the recommendation of the NRC and the Board, the members of the Company approved his re-appointment on March 14, 2026 through Postal Ballot/E-Voting procedure, thereby reaffirming confidence in his leadership and strategic direction for the Companys sustained growth.

Change in Key Managerial Personnel

During the year under review, Mr. Manjir Basu was appointed as the Chief Financial Officer (CFO) of the Company with effect from September 19, 2025, succeeding Mr. Sandeep Kumar Banka, who transitioned to a new role within the group and consequently ceased to be the CFO from the same date.

All the necessary disclosures in respect of this change have been duly filed with the Stock Exchanges, where the shares of the Company are listed as well as with the Registrar of Companies.

Apart from this change, there were no further alterations in KMPs during the year under review.

Boards Confirmation on Directors and Independence

The Board is confident that all its Directors collectively possess the requisite qualifications, diverse experience, and specialized expertise essential for effective governance and oversight while consistently upholding the highest standards of integrity, accountability, and ethical conduct.

Furthermore, all the Independent Directors have confirmed that they meet the criteria for independence as prescribed under the Act and the SEBI Listing Regulations, with formal disclosures and declarations received from each individual. Based on these declarations, the Board affirms that there has been no change in circumstances affecting their status as Independent Directors. In the Boards opinion, the Independent Directors are competent, experienced, and proficient, possessing the necessary expertise and integrity to discharge their duties effectively. In compliance with Section 150 of the Act, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors have successfully registered their names in the data bank maintained by the Indian Institute of Corporate Affairs, thereby reinforcing the Companys commitment to strong governance practices.

Board Skills and Competencies and Pecuniary Relationships

A comprehensive overview of the key skills, expertise, and core competencies represented on the Board of Directors is provided in the Report on Corporate Governance, forming an integral part of this Annual Report. The Boards composition reflects the Companys commitment to building a leadership body that brings together deep domain expertise, financial acumen, and strategic insight from diverse industries and backgrounds.

During the fiscal year under review, the Non-Executive Directors maintained an arms length relationship and had no pecuniary relationship or transactions with the Company, apart from the sitting fees received for attending Board and Committee meetings, as duly approved and disclosed.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the year under review, a total of five (5) Board meetings were convened, the details of which are provided in the Corporate Governance Report forming part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and Regulation 17 of the SEBI Listing Regulations, thereby ensuring full compliance with statutory and regulatory requirements.

COMMITTEES OF THE BOARD

The Board has constituted following statutory committees in accordance with the requirements of the Act and SEBI Listing Regulations:

• Audit Committee (AC)

• Nomination and Remuneration Committee (NRC)

• Stakeholders Relationship Committee (SRC)

• Corporate Social Responsibility Committee (CSR)

• Risk Management Committee (RMC)

Details of the composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance.

The various Committees of the Board focus on specific areas and make informed decisions in accordance with the relevant regulatory requirements and terms of reference.

BOARD EVALUATION

In order to ensure that the Board and the Board Committees function effectively and comply with the statutory requirements, the annual performance evaluation of the Board, Board Committees and Individual Directors were conducted during the year. The evaluation was carried out based on the criterion and framework approved by the NRC. A detailed disclosure on the parameters and the process of Board evaluation as well as the outcome has been provided in the Report on Corporate Governance.

INDEPENDENT DIRECTORS MEETING

The Independent Directors of the Company met on February 6, 2026, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Board Committees and the Board as a whole along with the performance of the Chairman of the Company and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors expressed satisfaction with the outcomes of their review and noted that the Boards functioning, information processes, and overall governance framework remain sound. This meeting serves as an important mechanism to provide Independent Directors an opportunity to assess the effectiveness of the overall governance process in an open and candid manner.

CRITERIA ON BOARD DIVERSITY AND DIRECTOR ATTRIBUTES AND REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Companys approach to governance is rooted in attracting, retaining, and empowering talent while fostering a culture of diversity at the highest level. The Remuneration Policy is thoughtfully designed to reward performance and align individual contributions with the long-term success of the Company and value creation for shareholders. By ensuring a balanced mix of Executive, Non-Executive, and Independent Directors from diverse backgrounds, the Company combines varied perspectives, expertise, and experience across key areas such as finance, global business, leadership, and technology. This holistic framework supports effective decision-making, drives innovation, enhances competitive advantage, and contributes to long-term value creation for shareholders.

In accordance with Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the SEBI Listing Regulations, the NRC is authorised to determine the qualifications, positive attributes, and independence of a Director. More detailed information on the approach to Board diversity can be found in the Corporate Governance Report, which is an integral part of this document.

The NRC is also responsible for recommending to the Board a comprehensive policy related to the remuneration of Directors, Key Managerial Personnel, and other employees. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

The Company has devised inter-aiia the Remuneration Policy and the same can be accessed on the Companys website at https://www.spencersretaii.com/investor.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2026 is available on the website of the Company and can be accessed at https://www.spencersretaii.com/investor.

SHARE CAPITAL

During the year under review, there was no change in the authorised, issued, subscribed, and paid up equity share capital of the Company.

The equity shares of the Company are actively traded and are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has duly paid the requisite listing fees to both the Stock Exchanges for the financial year 2026-27, ensuring continued compliance and accessibility for the shareholders.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public or members under Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014, and accordingly, no amount of principal or interest was outstanding as on the date of the Balance Sheet. This reaffirms the Companys adherence to prudent financial practices and strict compiiance with statutory requirements.

LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has complied with the provisions of Section 186 of the Act, relating to loans, guarantees, and investments. The Company did not extend any loans or guarantees to other entities nor did it make any investments that are not in alignment with its strategic objectives. Aii investments made during the year were within the permissible limits and primarily directed towards strengthening the Companys business operations and ensuring long-term value creation for shareholders. The details of such investments, if any, are disclosed in the standalone and consolidated financial statements forming part of this Annual Report.

STATUTORY AUDITORS AND AUDITORS REPORT

Pursuant to Section 139(2) of the Act, M/s. S.R. Batiiboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005) were appointed as the Statutory Auditors of the Company, to hold office for a second term of five consecutive years, commencing from the conclusion of the Eighth AGM held on September 11, 2025 until the conclusion of Thirteenth AGM of the Company to be held in the year 2030, as approved by the shareholders. Their appointment is fully compliant with all applicable provisions of the Act and the Rules made thereunder.

The Auditors Report on the Companys Financial Statements for the year under review is clear and unqualified, containing no qualifications, reservations, adverse remarks, or disclaimers. Furthermore, the Auditors have not reported any fraud to the Audit Committee or the Board. The Notes to the financial statements, as referred to in the Auditors Report, are comprehensive and self-explanatory, requiring no further comments from the Board.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

In compliance with Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI Listing Regulations, the shareholders of the Company, at their AGM held on September 11, 2025, appointed M/s. Manoj Shaw & Co., Practicing Company Secretaries (Firm Registration No. S2009WB111800 and COP No. 4194) as the Secretarial Auditors of the Company for a term of five consecutive years, covering from the financial year 2025-26 up to 2029-30. Their appointment is in full compliance with the applicable provisions of the Act and the Rules made thereunder.

The Secretarial Audit, encompassing secretarial and related records, has been duly completed, and a copy of the Secretarial Audit Report is annexed to this Boards Report as Annexure-D. Additionally, the Secretarial Audit Report for the Companys material unlisted subsidiary, Natures Basket Limited, is annexed as Annexure-Dl. Both reports are clear and unqualified, containing no qualifications, reservations, adverse remarks, or disclaimers, and neither report any instance of fraud committed by the Companys officers or employees.

COST RECORDS

The provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, were not applicable to the Company. Accordingly, the Company was neither required to maintain cost records nor conduct a cost audit for the financial year ended March 31, 2026.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, Govt. of India, relating to Meetings of the Board of Directors (SS-1) and General Meeting(s) (SS-2).

CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct applicable to the Directors and Senior Management Personnel and the same can be accessed at https://www.spencersretail.com/investor.

All Directors and senior management personnel have affirmed compliance with the Code of Conduct and Ethics for the financial year ended March 31, 2026.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Act, your Directors, to the best of their knowledge and belief, confirm that:

a) i n the preparation of the financial statements for the financial year ended March 31, 2026, the applicable Indian accounting standards have been followed along with proper explanation relating to material departures, if any;

b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the period;

c) proper and sufficient care has been taken for the maintenance of accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and during the year under review, neither the statutory auditors nor the secretarial auditors reported to the Audit Committee of the Board, any instances of fraud committed against the Company by its officers or employees;

d) the annual account have been prepared on a going concern basis;

e) internal financial controls laid down by the directors have been followed by the Company and that such internal financial controls were adequate and operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

RISK MANAGEMENT

The Company has established a robust Risk Management framework designed to identify, assess, and mitigate potential risks that could impact its operations, performance, or reputation. This framework is aligned with the provisions of the Act, and the SEBI Listing Regulations, ensuring compliance with statutory requirements while safeguarding stakeholder interests. The Board, assisted by the Audit Committee and the Risk Management Committee, periodically reviews the Companys risk profile, covering strategic, operational, financial, compliance, and reputational risks. Adequate internal controls, monitoring mechanisms, and mitigation strategies are in place to address these risks proactively. Through continuous monitoring and timely interventions, the Company strives to minimize adverse impacts while capitalizing on opportunities, thereby reinforcing resilience and sustainable growth.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act and the Rules made thereunder, the Company has formulated a Corporate Social Responsibility Policy, a brief outline of which along with the required disclosures is annexed to this Boards Report as Annexure-E.

For the financial year 2025-26, no amount was required to be spent on CSR activities, as the Company had incurred continuous losses in the past. The CSR Policy, incorporating the applicable provisions and duly approved by the Board, has also been uploaded on the Companys website and may be accessed at http://www.spencersretail.com/investor.

VIGIL MECHANISM/WHISTLEBLOWER POLICY

Pursuant to the provisions of Section 177 of the Act and the Rules made thereunder, read with the SEBI Listing Regulations, the Company has established a Whistleblower Policy (Vigil Mechanism) to provide a secure and transparent framework for reporting any actual or potential concerns relating to irregularities, unethical practices, or misconduct.

The Vigil Mechanism enables employees to directly approach the Chairman of the Audit Committee through the Company Secretary for redressal of such concerns. During the financial year 2025-26, no person was denied access to the Chairman of the Audit Committee, and no such reporting took place.

The Company remains committed to conducting its affairs in a fair and transparent manner, upholding the highest standards of honesty, integrity, professionalism, and ethical behavior. The Whistleblower Policy has been hosted on the Companys website and may be accessed at https://www.spencersretail.com/investor.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is deeply committed to provide a safe and conducive work place and environment to all its employees and associates and has a zero tolerance policy towards sexual harassment at work place. The Company has adopted a robust policy on the Prevention, Prohibition & Redressal of Sexual Harassment at the Workplace in alignment with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Adequate workshops, training and awareness programmes were conducted throughout the year to create sensitivity towards ensuring respectable workplace. The Company has constituted an Internal Committee(s) (ICs) to redress and resolve any complaints arising under the Prevention of Sexual Harassment Act (POSH).

During the financial year 2025-26, details of complaints received and disposed of under the POSH framework are disclosed in the Corporate Governance Report forming part of this Annual Report.

MATERNITY BENEFIT

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. All eligible women employees are provided with the requisite maternity benefits, including paid maternity leave and other facilities prescribed under the Act. This reflects the Companys continued commitment to the well being, health, and empowerment of its workforce, ensuring a supportive and inclusive workplace environment.

EMPLOYEE STOCK OPTION

The Company has formulated the Spencers Retail Limited Employee Stock Option Plan 2019 (ESOP Scheme) for the benefit of its employees, in compliance with the applicable regulations of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The purpose of the ESOP Scheme is to provide employees with an additional incentive in the form of options to receive equity shares of the Company at a future date. The Scheme is designed to:

• Reward performance: Recognize employees for their continuous hard work, dedication, and support.

• Retention tool: Offer employees the opportunity to benefit from the Companys performance, thereby encouraging long term association.

• Attract talent: Provide competitive benefits to draw the best talent available in the market.

During the financial year 2025-26, 1,20,000 stock options, each option being convertible into one fully paid up equity share of the Company at an exercise price of 5/- per option, were granted under the ESOP 2019 Scheme. The implementation of the Scheme is carried out through the Spencers Employee Benefit Trust (Trust), in accordance with the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Details with respect to employee stock options under the ESOP Scheme as on March 31, 2026 are provided in the table below:

Sl. No.	Particulars	Number of Equity Shares/Options
1	Total number of options outstanding at the beginning of the year	NIL
2.	Total number of options granted under ESOP Scheme during the year	1,20,000
3.	Options vested during the year	NIL
4.	Options exercised during the year	NIL
5.	Options lapsed or forfeited during the year	NIL
6.	Total number of options outstanding at the end of the year	1,20,000

Subsequent to the financial year ended March 31, 2026, the Board of Directors, at its meeting held on May 21, 2026, upon recommendation of the NRC, approved the grant of an additional 2,49,000 stock options, each option being convertible into one fully paid up equity share of the Company at an exercise price of 5/- per option. These grants are intended to strengthen long-term managerial retention and enhance shareholder value creation through performance linked incentives. In compliance with SEBI Listing Regulations, a certificate from M/s. S.M. Gupta & Co., Practising Company Secretary, confirming that the ESOP Scheme(s) have been implemented in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be placed at the ensuing AGM of the Company for inspection by the Members.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes or commitments, affecting the financial position of the Company that occurred between the close of the financial year ended March 31, 2026 and the date of this Boards Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATORS. COURTS AND TRIBUNALS

No significant and material order has been passed by any Regulator(s), Court(s) and Tribunal(s) impacting the going concern status and the Companys operations in future.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 (IBC)

There were no proceedings, initiated either by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal (NCLT) or any other Court during the financial year 2025-2026.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business of the Company.

INTERNAL FINANCIAL CONTROL (IFC) AND THEIR ADEQUACY

The Company maintains adequate internal control systems, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Companys policies, safeguard of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures in all areas of its operations. The Company engages both internal auditors and external auditors periodically to review and strengthen these systems. The Company believes its internal control framework is sound and commensurate with the nature and size of its business, and it continuously upgrades these systems in line with best practices.

Reports and deviations, if any, are regularly discussed with the Management, and corrective actions are taken promptly. The Audit Committee of the Board periodically reviews the adequacy and effectiveness of the internal control systems to ensure sustained compliance and operational efficiency.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed hereto and forms part of this Report as Annexure-F.

PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

As required under the provisions of Section 197 of the Act and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of the concerned employees form part of this Report. However, as per the provisions of Section 136(1) of the Act, the Annual Report and Financial Statements are being sent to all the members of the Company excluding the detailed employee information. The said statement is available for inspection by the shareholders at the Registered Office of the Company during business hours on working days. Any member desirous of obtaining a copy may write to the Company Secretary at spencers.secretarial@rpsg.in, and the Company will suitably respond. It is further confirmed that none of the employees listed in the said Annexure are related to any Director of the Company.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto and form part of this Report as Annexure-G.

INDUSTRIAL RELATIONS

Industrial relations within the Company remained cordial and harmonious throughout the financial year, reflecting the collaborative spirit between management and employees. The Company continues to foster a culture of mutual respect, trust, and open communication, ensuring a stable and productive work environment.

A detailed section on the Companys Human Resource initiatives, including employee engagement, training, development, and welfare measures, forms part of the Management Discussion and Analysis annexed to this Report.

DIGITAL TRANSFORMATION

Technology continues to be a key enabler of the Companys long-term growth strategy. The Company continues to invest in digital platforms, data analytics, artificial intelligence-enabled content discovery and customer engagement solutions to enhance operational efficiency, strengthen content monetisation and deliver an enhanced consumer experience across its entertainment ecosystem.

CYBER SECURITY AND INFORMATION SECURITY

The Company continues to strengthen its cyber security and information security framework through appropriate governance mechanisms, technology solutions and continuous monitoring to safeguard its information assets, digital infrastructure and business operations.

The Company undertakes periodic cyber security assessments, vulnerability assessments, penetration testing and employee awareness programmes to enhance its cyber resilience and preparedness against evolving cyber threats.

During the Financial Year 2025-26, no material cyber security incident requiring disclosure under the applicable laws or having a material adverse impact on the Companys business operations was reported.

NEW LABOUR CODES

The Government of India has consolidated 29 central Labour laws into four Labour Codes which came into effect on November 21, 2025. The Company has duly assessed the implications of the Labour Codes on its operations and confirms compliance with the applicable provisions. It remains committed to monitoring the evolving regulatory landscape and adapting its practices accordingly to ensure continued adherence to statutory requirements and protection of employee rights.

This disclosure demonstrates the Companys proactive approach to Labour Code compliance and its commitment to aligning with the latest regulatory framework.

GREEN INITIATIVE

Pursuant to the relevant circulars issued by the Ministry of Corporate Affairs, Government of India and the Securities and Exchange Board of India, the Notice of the Ninth AGM and the Annual Report of the Company for the financial year 2025-26 are being sent to Members only by email.

The Company, as a responsible corporate citizen supports the Green Initiative undertaken by the MCA, enabling electronic delivery of documents including Annual Reports and Notices to Members at their registered e-mail addresses with the Depository Participants and Registrar to an Issue and Share Transfer Agent. These initiatives ensures prompt delivery of documents, avoids loss in transit and contributes towards reducing the carbon footprint. Additionally, the Company conducts various meetings through electronic mode to further support sustainability and environmental responsibility.

ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation for the support, cooperation, and encouragement extended to the Company by its customers, vendors, bankers, regulatory authorities, and other stakeholders, and also take this opportunity to express their deep appreciation for the valuable contribution, dedicated efforts, and commitment demonstrated by the Companys employees and officers at all levels.

Further, the Directors extend their heartfelt gratitude to the shareholders for their continued trust and support, and look forward to their ongoing encouragement in the future.

	On behalf of the Board of Directors
	Shashwat Goenka
	Chairman
	(DIN: 03486121)
Place: Kolkata
Date: May 21, 2026