V2 Retail Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Dec 2018

Auditor and Management Disclosures and Notes for the quarterly results dated 31 Dec 2018

1. The Audit Committee has reviewed these results and the Board of directors have approved the above results and its release at their respective meeting held on 25 January 2019. The statutory auditors have carried out limited review for the quarter and period ended 31 December 2018 and have issued a modified review report.

2. The above financial results have been prepared in accordance with the recognition and measurement principles of the Indian Accounting Standards (Ind AS) as notified under -the Companies (Indian Accounting Standards) Rules, 2015 as specified under section 133 of the Companies Act, 2013

3. The Company's primary business segment is reflected based on principal business activities carried on by the Company. As per Intl AS 108, Operating Segments, the Company operates in one notable business segment i.e., retail trade and is primarily operating in India and hence, considered as single geographical segment.

4. During the quarter ended 31 December 2018, the Company has granted Nil employee stock options ("ESOP") as per scheme approved by "Nomination and Remuneration Committee", At an exercise price of Rs. 10 per option. Further, out of 282,491 ESOP outstanding as at the beginning of the quarter, the Company has forfeited 19,056 ESOP during the quarter ended 31 December 2018. Total outstanding ESOP as at the quarter ended 31 December 2018 are 263,435. The vesting period of the ESOP is ranging from 15 months to 36 months. The granted options can be exercised after vesting at any time before the expiry of 3 months from vesting date. An amount of Rs. 114.74 lakh has been recorded for the quarter ended 31 December 2018 as employee benefits expense, as the proportionate cost of ESOP granted during the quarter ended 31 December 2018.

5. The Company restructured its business in the financial year 2010-11 resulting in creation of Capital Reserve amounting to Its. 60,523.24 lakhs. The aforementioned reserve has been reconciled except for Rs. 365.36 lakh which the Company is in the process of reconciling. However, the management believes that there is no impact- of the same on statement of profit and loss.

6. Out of contingent liabilities existing as at 31 December 2018, certain liabilities aggregating to Rs. 2,542.65 Lakh are under appeal with different authorities at different levels Whilst the impact of contingent liabilities on the these results can only be ascertained on the settlement of such case / disputes management has assessed that based on the merits of such cases, the Company has reasonably good chances on succeeding and accordingly, no provision has been recognised in these financial results.

7. Exceptional items amounting to Rs. 131,89 lakh and Rs. 2,661.89 lakh for the quarter and period ended 31 December 2018, respectively, represent, one time settlement amount which the Company has agreed to pay the lenders for relinquishing their Right of Recompense (ROR) for the sacrifices made by them in financial year 2010-2011 under the Corporate Debt Restructuring (CDR) package vide Master Restructuring Agreement (MRA) entered into in November, 2010. The Company has vide letter dated 21 August 2018 to the lenders offered to pay above said amount upto 28 February 2019.

Ramchandra Agarwal
Chairman & Managing Director