Shareholders meeting

SRL:SEC:SE:2026-27/28 August 14, 2026 National Stock Exchange of India Limited BSE Limited Exchange Plaza, 5th Floor Phiroze Jeejeebhoy Tower Plot No. C/1, G-Block Dalal Street Bandra-Kurla Complex Mumbai – 400 001 Bandra (East), (Scrip Code: 542337) Mumbai – 400 051 (Symbol: SPENCERS) Dear Sir/Madam, Sub: Notice calling the Ninth Annual General Meeting and the Annual Report for the Financial Year 2025-26 Pursuant to Regulations 30, 34 and 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), it is hereby informed that the Ninth Annual General Meeting (‘AGM’) of the Members of the Company will be held on Friday, September 11, 2026 at 3:00 P.M. (IST), through Video Conferencing / Other Audio-Visual Means, in compliance with the applicable provisions of the Companies Act, 2013 ('the Act') read with the Rules made thereunder, the SEBI Listing Regulations and various circulars issued in this regard by the Ministry of Corporate Affairs and Securities and Exchange Board of India (‘SEBI’). A copy of the Notice convening the AGM (‘Notice’), together with the Annual Report for the Financial Year 2025-26, is attached herewith and the same are being circulated through electronic mode to the Members. In accordance with Regulation 36(1)(b) of the SEBI Listing Regulations, a letter providing the web-link of the Notice and Annual Report of the Company, are being sent to those members who have not registered their e-mail address with the Company / Registrar to an issue and Share Transfer Agent / Depository Participant. The Company has fixed, Friday, September 4, 2026 as the “Cut-off date” for the purpose of determining the members eligible to vote on the resolutions set out in the Notice. Copies of the aforesaid Notice and the Annual Report are also being uploaded on the website of the Company at www.spencersretail.com You are requested to take the aforementioned information on record and oblige. Thanking you. Yours faithfully, For Spencer’s Retail Limited Navin Kumar Rathi Company Secretary & Compliance Officer Encl: As above 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 Spencer’s Retail Limited REGISTERED OFFICE Duncan House, 31, Netaji Subhas Road, Kolkata - 700 001, West Bengal, India Phone: (033) 2487 1091/6625 7600 CIN: L74999WB2017PLC219355 Annual Report Email: spencers.secretarial@rpsg.in Website: www.spencersretail.com 2025-26 Spencer’s Retail Limited Annual Report 2025-26 Across the Pages Corporate Overview Standalone Financial Consolidated Financial Statements Statements Key Highlights of the Year Independent Auditor’s Independent Auditor’s 109 170 Report Report Prelude 4 Balance Sheet 120 Balance Sheet 178 Elevating Lives with Spencer's Statement of Profit & Loss 121 Statement of Profit & Loss 179 Our Brand Portfolio 12 Statement of Changes Statement of Changes 122 180 in Equity in Equity Chairman’s Message 16 Statement of Cash Flows 123 Statement of Cash Flows 181 CEO and Managing Director’s Message Notes to Standalone Notes to Consolidated 125 183 Business Performance Financial Statements Financial Statements During the Year ESG Dashboard 26 Board of Directors 28 Corporate Information 29 Statutory Reports Notice 30 Simply scan to view the online version of this Report. Board’s Report 42 For more investor-related information, Management Discussion please visit: and Analysis http://www.spencersretail.com/investor Report on Corporate Governance Disclaimer Additional This report contains forward looking statements regarding Spencer’s Retail Limited (‘Our Shareholders Information Company’), our business operations, including financial position, strategic goals, management strategies, and future objectives, excluding historical facts. These statements represent our current expectations based on reasonable assumptions; however, they do not constitute Secretarial Audit Reports 99 guarantees of future performance. Such forward-looking statements are based on assumptions made by our Company and are subject to inherent risks and uncertainties. There is a significant Report on risk that these assumptions, predictions, and other forward-looking statements may not Corporate Social 105 prove to be accurate. Readers are advised not to place undue reliance on forward-looking Responsibility Activities statements, as various factors could cause actual future results and events to differ materially from those expressed in such statements. Therefore, this document is subject to a disclaimer Particulars and should be read in conjunction with the assumptions, qualifications, and risk factors of Remuneration outlined in the Management Discussion and Analysis section of this Annual Report. Investor Information CIN L74999WB2017PLC219355 BSE Code 542337 NSE Symbol SPENCERS AGM Date Friday, September 11, 2026 Video Conferencing (‘VC’) or Other AGM Mode Audio-Visual Means (‘OAVMs’) Key Highlights of the Year Turning Priorities into Performance 2 Annual Report 2025-26 Corporate Overview A Year of Smarter Retail, Stronger Loyalty and Omnichannel Momentum Accelerating Strengthening Customer Improving Store Omnichannel Growth Loyalty through ‘My Productivity and Strengthened omnichannel Spencers Rewards’ Frontline Execution integration across stores, digital My Spencers Rewards crossed Enhanced store productivity platforms and out-of-store 97,000+ paid members, driving through tighter inventory fulfilment channels, improving higher shopping frequency, spend management, improved convenience, engagement and levels and stronger engagement availability of fast-selling products, seamless customer experiences. through tiered benefits and and sharper merchandising and curated experiences. operational discipline. Scaling Jiffy through Sustaining Margin Strengthening Our Disciplined Growth Discipline and Food-First Retail Jiffy emerged as a key growth Operational Efficiency Proposition driver, delivering strong order Maintained strong focus on Staples, fresh produce, processed growth, sub-30-minute deliveries inventory productivity, cost food and beverages continued for most orders, and positive optimisation and operational to driving customer traction, unit economics through efficiency, supporting supported by improved availability, disciplined scaling. improved resilience and sharper pricing and stronger operational performance. inventory planning. Enhancing Premium Experiences through Natures Basket Natures Basket strengthened its premium positioning through gourmet campaigns, festive gifting, ‘Elysium’ member engagement initiatives and enhanced digital capabilities. Annual Report 2025-26 3 Prelude Navigating the Market Shift India’s retail sector is rising organised retail are further reshaping entering a new phase penetration and the retail landscape, of growth, driven accelerating digital supporting sustained by strengthening adoption. Evolving expansion across consumption, shopper expectations both essential and expanding Tier II and rapid quick discretionary categories. and Tier III markets, commerce growth Market Expansion and Consumption Growth 210–215 15–16 88 68.6 ` Trillion ` Trillion % ` Trillion Projected retail market size Projected E-retail GMV Tier II and smaller India’s digital economy cities share of new by 2035 by 2030 by 2030 online shoppers Broad-Based Growth Across Segments By 2030, retail demand is expected 9.3 Trillion to expand across essential and discretionary categories, with organised and omnichannel formats Electronics reinforcing growth and continuing to support employment generation. 84.5 20.2 Trillion Trillion Food and grocery Other categories Retail Employment and Growth Impact 35 25 Million Million Jobs supported by retail sector New jobs expected by 2030 Source: https://assets.kpm [Showing first 8,000 characters — download PDF for full document]