Spencer's Retail Limited — Audit Report / Information 2021

Jul 10, 2021

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SRL:SEC:SE:2021-22/24

July 10, 2021

The Manager Listing Department, National Stock Exchange of India Limited Exchange Plaza, 5[th] Floor Plot No. C/1, G-Block Bandra-Kurla Complex Bandra (East), Mumbai – 400 051

The General Manager Department of Corporate Service, BSE Limited Phiroze Jeejeebhoy Tower Dalal Street Mumbai – 400 001 (Scrip Code: 542337)

(Symbol: SPENCERS)

Dear Sir,

Sub: Disclosure of Related Party Transactions pursuant to Regulation 23(9) of the SEBI Listing Obligations and Disclosure Requirements (Amendment) Regulations, 2018 ("Listing Regulations")

Pursuant to regulation 23(9) of Listing Regulations, please find enclosed disclosure of related party transactions on a consolidated basis and balances for the half year ended March 31, 2021.

You are requested to kindly take the above on record.

Thanking you,

For Spencer’s Retail Limited

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Rama Kant Company Secretary (FCS 4818)

Spencer's Retail Limited

Regd. Office: Duncan House, 31, Netaji Subhas Road, Kolkata-700 001 Corp. Office: RPSG House, 2/4 Judges Court Road, Kolkata-700 027 Tel: +91 33 2487 1091 Web: www.spencersretail.com

CIN: L74999WB2017PLC219355

Spencer's Retail Limited

Notes to Consolidated financial statements as at and for the year ended March 31, 2021

Related party disclosure

(i) Parent-under de facto control as defined in Ind AS - 110

1) Rainbow Investments Limited

(ii) Entities under common control (where transactions have taken place during the period / balances outstanding) :

1)	Au Bon Pain Café India Limited	9) Open Media Network Private Limited
2)	Bowlopedia Restaurants India Limited	10) Phillips Carbon Black Limited
3)	CESC Limited	11) Quest Properties India Limited
4)	First Source Solutions Limited	12) RPG Power Trading Co. Limited
5)	Guiltfree Industries Limited	13) Saregama India Limited
6)	Kolkata Games and Sports Private Limited	14) Duncan Brothers & Co. Limited
7)	Integrated Coal mining Limited	15) Haldia Energy Limited
8)	Accurate Commodeal Private Limited	16) Great Wholesale Club Limited - Gratuity fund

(iii) Key Managerial Personnel

• 1) Sanjiv Goenka - Non-Executive Director and Chairman 8) Rahul Nayak - Whole-time Director 2) Shashwat Goenka - Non-Executive Director 9) Kumar Tanmay - Chief Financial Officer (w.e.f. August 14, 2019) 3) Utsav Parekh - Independent Director 10) Arvind Kumar Vats - Chief Financial Officer (upto July 01, 2019) 4) Pratip Chadhuri - Independent Director 11) Rama Kant - Company Secretary 5) Rekha Sethi - Independent Director

• 6) Debanjan Mandal - Independent Director 7) Devendra Chawla - Chief Executive Officer & Managing Director

(iv) Details of transactions entered into with the related parties:

Details of transactions entered into with the related parties:
	₹ in Lakhs
Particulars	Entities under common control		Key Managerial Personnel		Parent-under de facto control as defined in Ind AS - 110
	For the year ended March 31, 2021	For the year ended March 31, 2020	For the year ended March 31, 2021	For the year ended March 31, 2020	For the year ended March 31, 2021	For the year ended March 31, 2020
Transactions : Sale of goods Purchases of stock-in-trade Purchase of Property and other Assets Rendering of services Contribution for Gratuity fund Receiving of services Remittance Electricity expenses Recovery of expenses incurred Rent expenses Security deposits paid Short term employee benefits Retirement benefits Reimbursement of expenses Sitting fees to directors Equityshares allottedpursuant to rights issue	405.33 319.96 4.68 1,394.56 158.64 2.55 65.36 271.10 30.05 694.56 4.06 - - - - 1,535.04	440.15 370.05 - 1,447.22 230.00 14.67 22.45 208.19 29.79 850.44 4.59 - - - - -	- - - - - - - - - - - 1,300.46 33.16 41.40 50.50 14.77	- - - - - - - - - - - 799.45 30.31 32.86 49.00 -	- - - - - - - - - - - - - - - 1,178.30	- - - - - - - - - - - - - - - -

	₹ in Lakhs	₹ in Lakhs	₹ in Lakhs	₹ in Lakhs	₹ in Lakhs	₹ in Lakhs
Particulars	Entities under common control		Key Managerial Personnel		Parent-under de facto control as defined in Ind AS - 110
	As at March 31, 2021	As at March 31, 2020	As at March 31, 2021	As at March 31, 2020	As at March 31, 2021	As at March 31, 2020
Balances outstanding : Receivable against sale of goods Payable for purchases of stock-in-trade Receivable against reimbursement Payable for rental expenses Payable for services received Payable for Remittances Security deposit receivable Security deposit payable	468.80 74.16 53.65 108.17 - 587.43 146.62 36.62	186.84 81.87 29.79 38.93 60.67 22.45 136.83 47.68	- - - - - - - -	- - - - - - - -	- - - - - - - -	- - - - - - - -

Notes:

(i) The principal related parties consist of Rainbow Investments Limited and key managerial personnel. The material related party transactions and outstanding balances are with related parties with whom transactions are entered on a routine basis in the ordinary course of business.

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

(iii) The Group has recognised an expenses of ₹ 18.63 Lakhs (March 31, 2020 : Nil ) towards employee stock options granted to Key Managerial Personnel. The same has not been considered as managerial remuneration of the current year as defined under Section 2(78) of the Companies Act, 2013 as the options have not been exercised.