Spencers Retail Ltd

Dear Members,

The Board of Directors ("Board") takes great pleasure in presenting the Eighth Annual Report on the business and operations of the Company together with the Audited Financial Statements of the Company for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

In compliance with the provisions of the Companies Act, 2013 ("Act") and the Securities and Exchange Board of India (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 as per Indian Accounting Standards (‘Ind AS') for the Financial Year 2024-25. The financial performance for the year ended March 31, 2025 is as follows:

RESULT OF OPERATIONS

While the past year presented its share of challenges, the Company has shown significant progress in key areas, reflecting its strategic e_orts and resilience.

On a consolidated basis, the Earnings before Interest Expenses, Tax, Depreciation, and Amortisation (EBITDA) for 2024-25 surged to 6,026.07 Lakhs from 1,395.56 Lakhs in 2023-24. Similarly, the standalone EBITDA saw a remarkable increase to 5,288.85 Lakhs from just 9.08 Lakhs in the previous year. This dramatic improvement in EBITDA underscores the e_ectiveness of the Company's operational e_ciencies and cost management initiatives.

Furthermore, the Company has made strides in narrowing losses. The consolidated Profit/(Loss) before tax decreased to

(24,661.24) Lakhs in 2024-25 from (26,650.55) Lakhs in the previous year, and the standalone Profit/(Loss) before tax also improved to (18,477.82) Lakhs from (21,182.09) Lakhs. This positive trend in reducing the overall losses demonstrates Company's commitment to improving the financial health.

The financial results and the results of operations, including major developments have been further discussed in detail in the Management Discussion and Analysis 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.

TRANSFER TO RESERVES

As there is no reportable profit for the financial year ended March 31, 2025, the Company has not transferred any amount to the reserves.

DIVIDEND

In view of the accumulated losses, the Board of Directors of the Company do not recommend any dividend for the financial year ended on March 31, 2025.

Dividend Distribution Policy of the Company, as required under the SEBI Listing Regulations has been uploaded on the website of the Company and can be accessed at https://www.spencersretail.com/investor

CORPORATE GOVERNANCE

In view of the 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. This report outlines our commitment to sound governance practices. Additional Shareholders Information is also annexed as Annexure-C providing further details relevant to the shareholders.

A certificate from Mr. S.M. Gupta of M/s. S.M. Gupta & Co., Company Secretaries, confirming the compliance with the conditions of Corporate Governance, as stipulated under the SEBI Listing Regulations, is annexed to the Corporate Governance report.

The Company is deeply committed to long term value creation and protecting stakeholders' interests by applying proper care, skill and diligence to its business decisions, adhering to SEBI Listing Regulations and striving to implement the best practices in Corporate Governance, both in letter and spirit.

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, 2025 is available on the website of the Company and can be accessed at https://www.spencersretail.com/investor

Re-appointment of Director

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with Article 100 of the Company's Articles of Association, Mr. Shashwat Goenka, our esteemed Chairman, is due to retire by rotation at the upcoming Eighth Annual General Meeting. Having demonstrated strong leadership and commitment, Mr. Goenka, being eligible, has o_ered himself for re-appointment. The Board of Directors, acting upon the unanimous recommendation of the Nomination and Remuneration Committee (NRC), highly endorses his re-appointment, believing his continued guidance is vital for the Company's strategic direction and sustained growth.

Change in Directors

Mr. Rahul Nayak has, for personal reasons and to pursue opportunities outside the Company, stepped down from his position as Whole-time Director and as a Director of the Company, e_ective May 18, 2024. The Board extends its sincere appreciation to Mr. Nayak for his valuable contributions during his tenure. All necessary disclosures regarding this change have been duly filed with the Stock Exchanges where the Company's shares are listed, in compliance with regulatory requirements.

Director's Qualifications and Independence

The Board is confident that all its directors collectively possess the requisite qualifications, diverse experience, and specialised expertise essential for e_ective governance and oversight. They consistently uphold the highest standards of integrity. Furthermore, all the Independent Directors have confirmed that they met the criteria for independence as prescribed under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Company has received formal disclosures and declarations from each Independent Director confirming their continued independence. 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 of Independent Directors maintained by the Indian Institute of Corporate A_airs.

Board Skills and Competencies

A detailed overview of the key skills, expertise, and core competencies represented on the Board of Directors is comprehensively provided in the Report on Corporate Governance, which forms an integral part of this annual report. The section highlights the diverse capabilities that underpin of the Board's strategic decision-making.

Pecuniary Relationships

During the fiscal year under review, the Non-Executive Directors of the Company maintained an arm's 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 approved and disclosed.

Change in Key Managerial Personnel (KMP)

During the year under review, Mr. Sandeep Kumar Banka was appointed as the Chief Financial O_cer of the Company with e_ect from April 18, 2024 in place of Mr. Neelesh Bothra, who stepped down from the position of Chief Financial O_cer with e_ect from January 20, 2024 due to his personal reasons. Additionally, Mr. Navin Kumar Rathi was appointed as the Company Secretary & Compliance O_cer of the Company with e_ect from August 1, 2024 in place of Mr. Vikash Kumar Agarwal, Company Secretary of the Company, who resigned due to his personal reasons on July 31, 2024 (at the close of the business hours).

All the necessary disclosures have been filed with the Stock Exchanges, wherein the shares of the Company are listed.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the year under review, five Board meetings were held, the details of which are given in the Corporate Governance Report which forms part of this Report. The intervening gap between the meetings was within the period prescribed under the Act and Regulation 17 of the SEBI Listing Regulations.

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 listed and actively traded on BSE Limited (‘BSE') and on National Stock Exchange of India Limited (‘NSE'). The Company has paid the requisite annual listing fees to the Stock Exchanges for the financial year 2025-26 ensuring continued compliance and accessibility for the shareholders.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from Public/Members under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and no such amount of Principal or interest was outstanding as on the date of the Balance Sheet.

STATUTORY AUDITORS AND AUDITORS' REPORT

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005), have served as the Company's Statutory Auditors since their appointment at the Third Annual General Meeting (AGM) on August 3, 2020. Their current term concludes with the upcoming Eighth AGM.

In accordance with Section 139 of the Companies Act, 2013, read with Rules 3 to 6 of the Companies (Audit and Auditors) Rules, 2014, M/s. S.R. Batliboi & Co. LLP are eligible for re-appointment for a second consecutive term of five years. This potential new term would commence from the conclusion of the ensuing Eighth AGM and extend until the conclusion of the Thirteenth AGM, anticipated in the year 2030.

The Audit Committee and the Board of Directors are scheduled to review the performance of M/s. S.R. Batliboi & Co. LLP and make a decision regarding their re-appointment in the upcoming 1st quarter Audit and Board Meeting. Their recommendation, if positive, will then be presented to the members for approval at the upcoming Eighth AGM. The Board values their consistent and commendable services, believing their continued association as our Auditors would be beneficial to the Company, its members and all stakeholders. Should the Audit Committee and Board recommend their re-appointment, a resolution seeking your approval for both the appointment and remuneration of M/s. S.R. Batliboi & Co. LLP will be included in the Notice convening the Eighth AGM.

The Auditors' Report on the Company's Financial Statements for the year under review is clear and unqualified, containing no qualifications, reservations, adverse remarks, or disclaimers. Additionally, 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 require no further comments from our end.

Secretarial Audit

The Board had appointed Mr. S.M Gupta of M/s. S. M. Gupta & Co., Company Secretaries, as the Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year 2024-25.

The Secretarial Audit, covering the secretarial and related records, has been completed, and a copy of the Secretarial Audit Report is annexed to this Board's Report as Annexure-D. Additionally, the Secretarial Audit Report for our material unlisted subsidiary, Natures Basket Limited, is also attached as Annexure-D1. None of these Secretarial Audit Reports contain any qualifications, reservations, adverse remarks, or disclaimers and neither have reported any instance of fraud committed by the Company's o_cers or employees.

Appointment of Secretarial Auditors

In compliance with Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, read with SEBI Circular SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024, which is e_ective from April 1, 2025, all listed Companies are required to appoint or re-appoint Secretarial Auditor for a term of 5 (five) consecutive years, subject to shareholders approval at the Annual General Meeting. In view of the above, the Board, as recommended by the Audit Committee, has approved the appointment of M/s. Manoj Shaw & Co. (Firm Registration No. S2009WB111800 and COP No. 4194), Company Secretaries, as the Secretarial Auditors of the Company for a term of five consecutive years commencing from the conclusion of the ensuing Eighth Annual General Meeting of Company till the conclusion of the Thirteenth Annual General Meeting of the Company to be held in the year 2030, to conduct secretarial audit of the Company from the F.Y.2025-26 till F.Y.2029-30, subject to the approval of the members of the Company at the ensuing Annual General Meeting. M/s. Manoj Shaw & Co., Company Secretaries, have given their consent for the said appointment.

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 A_airs, Govt. of India, relating to Meetings of the Board of Directors and General Meeting(s).

RELATED PARTY TRANSACTIONS

During the Financial year 2024-25, all contracts/arrangements/transactions between the Company with its related parties were in strict compliance with the Act and the SEBI Listing Regulations. Each of these transactions was conducted in the ordinary course of business and at an arm's length basis and all were approved by the Audit Committee. During the year, the Company did not entered into any contract, arrangement, or transaction with related parties that could have potential conflict with the interests of the Company or be considered materially significant. Therefore, the disclosure of Related Party Transactions (RPT) in Form AOC-2 as required under Section 134(3)(h) of the Act is not applicable to the Company for the financial year 2024-25.

The revised Policy on materiality of RPT and on dealing with RPT incorporating the amendment(s) issued by the SEBI from time to time, duly approved by the Board of Directors is uploaded on the Company's website and can be accessed at https://www.spencersretail.com/investor.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year under review, the Company has complied with the provisions of Section 186 of the Act, with regard to loans given, investments made and guarantee/comfort provided etc. and details thereof are given in the notes to the financial statements.

COMMITTEES OF THE BOARD

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

1) Audit Committee (‘AC')

2) Nomination and Remuneration Committee (‘NRC')

3) Stakeholders' Relationship Committee (‘SRC')

4) Corporate Social Responsibility Committee (‘CSR')

5) 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.

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 a_rmed compliance with the Code of Conduct and Ethics for Directors and Senior Management.

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) in the preparation of the financial statements for the financial year ended March 31, 2025, 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 judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of a_airs of the Company at the end of the financial year and of the loss of the Company for the period; c) proper and su_cient 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 o_cers 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 e_ectively; and f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating e_ectively.

BOARD EVALUATION

In order to ensure that the Board and Board Committees are functioning e_ectively and to comply with the statutory requirements, the annual performance evaluation of the Board, Board Committees of the Board and Individual Directors were conducted during the year. The evaluation was carried out based on the criterion and framework approved by the Nomination and Remuneration Committee. 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 January 16, 2025, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees of the Board 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 e_ectively and reasonably perform their duties.

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

The Company believes a diverse Board is crucial for its success. A truly diverse Board brings together a wide range of perspectives, industry experience, knowledge, and skills, covering critical areas like finance, global business, leadership, and technology. By leveraging these varied backgrounds, the Company enhances its competitive advantage and foster innovation.

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 Nomination and Remuneration Committee (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 a_rm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

The Company has devised inter-alia the Remuneration Policy and the same can be accessed on the Company's website at https://www.spencersretail.com/investor.

RISK MANAGEMENT

Your Board has established a dedicated Risk Management Committee to develop, implement, and continuously monitor the Company's risk management plan. This Committee is tasked with assisting the Board by:

• Overseeing, monitoring, and reviewing the risk management plan to ensure its e_ectiveness.

• Identifying and assessing all material risks, encompassing strategic, commercial (including cybersecurity), safety, operational, compliance, control, and financial aspects.

• Ensuring adequate risk mitigation strategies are in place to address these identified risks.

The Audit Committee also provides additional oversight specifically in the area of financial risks and controls. We systematically address major risks identified across our businesses and functions through ongoing mitigation actions.

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 are annexed as Annexure-E as a part of this Report. No amount was required to be spent by the Company on CSR activities during the financial year as the Company had incurred continuous losses in the past.

The aforesaid CSR Policy has also been uploaded on the Company's website and may be accessed at http://www. spencersretail.com/investor.

VIGIL MECHANISM/WHISTLEBLOWER POLICY

Pursuant to the guidelines laid down under Section 177 of the Act, and the Rules made thereunder read with the SEBI Listing Regulations, the Company has a Whistleblower Policy (Vigil Mechanism) in place for reporting any actual or potential concerns pertaining to any instances of irregularity, unethical practice and/or misconduct. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company through Company Secretary, for redressal of any irregularity, unethical practice and/or misconduct. No person has been denied access to the Chairman of the Audit Committee and there was no such reporting taken place during the financial year 2024-25.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy has also been hosted on the Company's website and may be accessed at https://www. spencersretail.com/investor.

ANTI SEXUAL HARASSMENT POLICY

The Company is deeply committed to provide a safe and conducive work place and environment to all its employees and associates and has zero tolerance towards sexual harassment at work place. The Company has a robust policy on

Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has constituted an Internal Committee(s) (‘ICs') to redress and resolve any complaints arising under the Prevention of Sexual Harassment Act (POSH). Training/awareness programmes are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

Details of complaints received/disposed during the Financial Year 2024-25 are provided in the Report on Corporate Governance.

SUBSIDIARIES

As on March 31, 2025, the Company has two wholly-owned subsidiaries, Natures Basket Limited (NBL) and Omnipresent Retail India Private Limited (ORIPL). Natures Basket Limited is the material subsidiary of the Company. During the year, the Board of Directors reviewed the a_airs of the subsidiaries from time to time.

In terms of the provisions of Regulation 24(1) of the SEBI Listing Regulations, appointment of Independent Director of the Company on the Board of material subsidiaries is not applicable to NBL. The Company has formulated a Policy for determining material subsidiaries. The Policy is available on the Company's website and can be accessed at https://www.spencersretail.com/investor.

In accordance with Section 129(3) of the Act, the Company has prepared consolidated financial statements for the Company and its subsidiaries in the form and manner which is in compliance with the applicable Indian Accounting Standards and the SEBI Listing Regulations and the same has been audited by M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company.

The consolidated financial statements for the financial year 2024-25 forms a part of this Annual Report and shall be laid before the Members of the Company at the ensuing AGM while laying its standalone financial statements. Further, the Auditors Reports of subsidiaries do not contain any qualifications, remarks or disclaimer. Pursuant to the provisions of 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 Company's subsidiaries in Form AOC-1 is attached to the consolidated Financial Statements of the Company.

Furthermore, pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, consolidated Financial Statements along with relevant documents and separate Audited Financial Statements in respect of subsidiaries are available on the website of the Company at https://www.spencersretail.com/investor. Shareholders desirous of obtaining the Audited Financial Statements of the Company's Subsidiaries may obtain by requesting the same.

COST RECORDS

The provisions of Section 148 of the Act pertaining to cost audit and maintenance of cost records are not applicable to the Company.

EMPLOYEE STOCK OPTION

The Company has formulated Spencer's Retail Limited Employee Stock Option Plan 2019 (‘ESOP Scheme') for the benefit of its employees as per applicable regulations of Securities and Exchange Board of India as amended from time to time and the said scheme is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as applicable. The purpose of the above ESOP Scheme is to provide the employees with an additional incentive in the form of options to receive the equity shares of the Company at a future date.

The Company aims to reward employees of the Company for their continuous hard work, dedication and support through ESOP. The main objective of the ESOP Scheme is to recognise employees who are performing well, a certain minimum opportunity to gain from the Company's performance thereby acting as a retention tool and to attract best talent available in the market.

1,20,000 options are available for grant till date under the Employee Stock Option (ESOP), 2019 Scheme and shall be implemented through a trust viz. Spencer's 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, 2025 are provided in the table below:

A certificate from M/s. S.M Gupta & Co, Secretarial Auditor of the Company, with respect to the implementation of the Company's Employee Stock Option Scheme(s), would be kept at the ensuing Annual General Meeting of the Company for inspection of the Members.

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

There are no material changes and commitments, a_ecting the financial position of the Company that have occurred between the close of the financial year ended on March 31, 2025 and the date of this Board's 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 Company's 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 or any other court during the financial year 2024-2025.

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 e_cient conduct of the business, including adherence to the Company's 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 services of internal and external auditors are sought from time to time. The Company believes that it has sound internal control systems commensurate with the nature and size of its business. The Company continuously upgrades these systems in line with best-in-class practices.

The reports and deviations are regularly discussed with the Management and actions are taken, whenever necessary. The Audit Committee of the Board periodically reviews the adequacy of the internal control systems.

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

The particulars as prescribed under sub-section (3)(m) of Section 134 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

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 a 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 aforesaid information. The said statement is also available for inspection by the shareholders at the Registered O_ce of the Company during business hours on working days of the Company. Any member interested in obtaining a copy of the same may write to the Company Secretary of the Company through email at spencers.secretarial@rpsg.in. The same will be replied by the Company suitably. 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 forms part of this Report as Annexure-G.

INDUSTRIAL RELATIONS

Industrial relations in the Company continued to be cordial during the year. A detailed section on the Company's Human Resource initiatives is forming part of the Management Discussion & Analysis annexed to this Report.

INTEGRATED REPORT

The Company has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well-informed decisions and have a better understanding of the Company's long-term perspective. The Report also touches upon aspects such as organisation's strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial capital, intellectual capital, manufactured capital, human capital, social and relationship capital and natural capital.

GREEN INITIATIVES

Pursuant to the relevant circulars issued by Ministry of Corporate A_airs (MCA), Government of India and Securities & Exchange Board of India (SEBI), Notice of the Eighth Annual General Meeting and Annual Report of the Company for the financial year 2024-25, are being sent to the Members only by email.

The Company supports the ‘Green Initiative' undertaken by the MCA, enabling electronic delivery of documents including Annual Report etc. to Members at their e-mail address already registered with the Depository Participants ("DPs") and Registrar and Transfer Agent ("RTA"). Additionally, the Company conducts various meetings by means of electronic mode in order to ensure the reduction of carbon footprint.

In view of the above, shareholders who have not yet registered their email addresses are requested to register the same with their DPs/the Company's RTA for receiving all communications, including Annual Report, Notices, Circulars etc. from the Company electronically.

ACKNOWLEDGEMENTS

Your Directors would like to acknowledge and extend their sincere appreciation to the shareholders, bankers, vendors, regulatory authorities, customers for their unwavering support during the year under review. Your Directors also recognise and commend the dedication and hard work of all the employees of the Company, whose continued e_orts have been instrumental in driving its success and growth.