Investor Presentation

January 2019
 Disclaimer

This presentation is issued by Spencer's Retail Limited (the "Company") for general information purposes only, without regard to specific objectives,
suitability, financial situations and needs of any particular person. This presentation does not constitute or form part of any offer or invitation or inducement
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and should not be considered as, indicative of future results. The Company cannot guarantee that these assumptions and expectations are accurate or will be
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subject to change without notice.

#2
Table of Contents

#1 Company Snapshot

#2 Industry Overview

#3 Key Differentiators

#4 Annexure

#3
Table of Contents

#1 Company Snapshot

#2 Industry Overview

#3 Key Differentiators

#4 Annexure

#4
RP- Sanjiv Goenka Group
Diversified Business House

FY18
Operating
Revenue
(INR Cr.)
Fully integrated private power utility company engaged in coal mining,
16,161
generation and distribution of electricity to city of Kolkata

One of top 3 BPO players in India 3,535

Largest Indian & 7th largest global carbon black manufacturer with capacity of
472,000 MT p.a. across India 2,600

India's premier organised food based multi-format retailer 2,073

Largest natural rubber producer in India & 2nd largest tea producer in south
383
India

India's largest music company with an archive of over 300,000 tracks 357

Latest venture in FMCG industry NA

The Board of Directors of Spencer's Retail Limited (SRL) at its meeting held on 22nd May, 2017 approved, subject to necessary approvals, a composite scheme of arrangement (the Scheme) under
Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 involving CESC Limited, Spencer's Retail Limited (erstwhile RP-SG Retail Limited) and seven other subsidiary companies of
CESC Limited as on that date. The Scheme, inter alia, provided for demerger of identified Retail Undertaking(s) of the SRL (erstwhile RP-SG Retail Limited) and CESC Limited as a going concern into RP-SG
Retail Limited (to be renamed as Spencer's Retail Limited).
SRL received on 5th October, 2018 the certified copy of the order of National Company Law Tribunal (NCLT), being the appropriate authority which included the approval for the above referred activities.
Accordingly, the Board of Directors of SRL in its meeting held on 12th October 2018 had decided to give effect to the Scheme in terms of NCLT Order from the appointed date 1st October 2017.

FY18 number given in this presentation pertains to erstwhile Spencer's Retail Limited (The Retail Undertaking of which was transferred to the
#5 Company pursuant to the Scheme)
Business Snapshot: Spencer's
India's oldest retailer since 1863

INR 2,073 Cr. 146 36

FY18 Operating # of Cities

# of stores*
Revenue Present in*

~1.3 mn sq. ft. ~80% ~21%

FY18
Retail Business Share of Food & FY18 Gross
Area* Grocery in Margin
Revenue

INR 723 ~30.2 mn 8

# of Cities Present
FY18 FY18 Total Bill
in through online
Average Bill Value Cuts
channel

Company has achieved Breakeven on Corporate EBITDA Level in FY18

* As on 31st December 2018 excluding Baroda; ^ Considered sales of cities where Spencer's online platform is present.
#6
 Spencer's Retail: Evolution of the Business

2006-2009:
Spencer's brand 2009 -2016: Consolidation by 2016 onwards:
1989-2005: Introduced launch and rapid shutting down non-performing Focus on
Modern Retail to India expansion stores profitable growth

 RPG  1st hypermarket  Change in  Change in brand  Trading area  Company

Enterprises inaugurated brand positioning from touches 1 mn achieves
buys a positioning "Taste-the-World" sq.ft. breakeven on
 100th
majority from "Smart to "Makes Fine corporate
Foodworld store
stake in ways to shop" Living Affordable" EBITDA level
inaugurated
Spencer's to " Taste-the-  Spencer's

2018
World"

2010

2015
2001

2007
becomes a
1989

debt free
company

2013

2017
2009
1995

2006

 Joint venture  Spencer's had  Company  120 stores in  Currently 146

 Spencer's enters with DFI 300+ stores by increased India stores
into agreement terminated the end of the emphasis on  Spencer's
with DFI Ltd., Hong RPG retained 48 year North, East
 becomes first
Kong, to set up the stores and and South omni-channel
Foodworld chain of launched under regions grocery retailer of
supermarkets in the brand name, India with launch
India Spencer's of online
shopping portal

#7
Table of Contents

#1 Company Snapshot

#2 Industry Overview

#3 Key Differentiators

#4 Annexure

#8
 Retail Industry in India
India is a consumption-led economy with private consumption
Retail forms ~55% of private consumption in India
forming ~60% of the GDP
Private Consumption (USD tn)  India's GDP grew at Organized
7% 9% 13%
13.9 Retail Share
7.1% in FY17 and is
2016 12.8
USD bn
expected to grow at 1,106
11.7%
2020E 10.0 same pace in medium
CAGR (2017-21)
term 710
 India's per capita
4.4 398
consumption p.a. is
2.4 USD 1.0 vis-a-vis USD 22.0% 148
2.0
1.3 1.1 28 67 16 55
39.6 for US implying 1
huge potential for
2012 2017 2021E
India US China Brazil growth
Overall Retail Organized Brick & Mortar Retail E-Tail

Food and Grocery is the largest segment (FY17) in India Low organized penetration across segments
Organized Retail Penetration
7.5% 36% 34% 2017 2021E
4.3% Food and Grocery
5.9% 27%
Apparel & Accessories^ 24%

7.7% Jewellery & Watches 15%

13% 13%
11%
66.7% Consumer Electronics 6%
7.9% 3%
Home & Living

Others Food & Apparel & Consumer Home & Others

Grocery Accessories^ Electronics Living
Large, fast growing, underpenetrated sector = Huge growth opportunity (Retail forms ~30% of GDP)
^ Accessories include Bags, Belts, Wallets;
Source: Technopak Analysis (Jan-2018); BCG Re-Imagining FMCG in India Report 2015 (FMCG defined to include Staples, Packaged Foods,
#9 Beverages, Consumer Health & HPC); Kotak Estimates
Indian Food & Grocery Market: US$ 474 bn Opportunity

Food & grocery to lead the growth in overall retail Organised food & grocery market to grow ~2.5x in 4 years

USD bn USD bn
1,106 FY17-21E
Organised
79 CAGR
Unorganised 728
Others 49
75 41 26.7%
91
Home & Living 710 85 ~2.5x
53 474
Consumer Electronics 31
42 16
55
56
Jewellery & Watches 686 10.7%
728
Apparel & Accessories^ 457
474
Food and Grocery

FY17 FY21 FY17 FY21

Low penetration in food and grocery market provides retail players huge headroom for growth

Rising Income Levels Growing aspirations

Key Growth
Drivers

Increase in Urbanization Infrastructure augmentation

^ Accessories include Bags, Belts, Wallets;

#10 Source: Technopak Analysis (Jan-2018)
Top 10 States, Contributing ~64% to India's Retail, are
Expected to Grow at 11.3% CAGR
Retail Spending in Select States

Punjab
18 | 27
Haryana
Delhi & NCR^^
27 | 43
30 | 48

Rajasthan Uttar Pradesh

51 | 75 Bihar
30 | 44 18 | 35

Gujarat Madhya Pradesh West

45 | 68 22 | 35 Bengal
33 | 49

Maharashtra
108 | 164 Telangana
28 | 46
Andhra
Pradesh
29 | 42
46 | 76
Karnataka

Tamil
Nadu
Kerala 56 | 87
27 | 39 States where Spencer's is present

Retail Spending 2017 (USD bn) | Retail Spending 2021 (USD bn)

States where Spencer's is Present Account for ~49% of Total Retail Spend and will grow at CAGR of 11.3%

^^: Spending only for Delhi region

#11 Source: Technopak Analysis (Jan-2018); Kotak Estimates
 Modern Trade Sees Growth in Shoppers Visit Driven by
Increased Visits to Hypermarkets

2013 2014 2015 2016 2017

Hypermarket 14% +4 18% -6 12% +3 15% +16 31%

Supermarket 35% +5 40% -8 32% +13 45% +6 51%

Modern Trade
(Any Hypermarket/ 44% +2 46%` -9 37% +13 50% +13 63%
Supermarket)

Traditional Grocer
(Net) 97% 0 97% -1 96% -4 92% -3 89%

Note: Numbers represent the % of surveyed shoppers (total shoppers surveyed =2701) visiting the respective trade sectors in past 4 weeks prior to survey

#12
Table of Contents

#1 Company Snapshot

#2 Industry Overview

#3 Key Differentiators

#4 Annexure

#13
Key Strategic Pillars

#1 Profitable Growth in Geographies with High Retail Spend

#2 Targeting a Well-Defined Customer-Base Through Diverse and

Differentiated Product Offerings & Superior Customer Experience

#3 Robust Private Label Program

#4 Continued Focus on Growth and Margin Improvement Through Optimal

Product Mix

#5 Efficient Operations Ensuring a Lean Cost Structure

#6 Growing Omni Channel Presence

#14
 Profitable Growth in Chosen Geographies
Distribution & Collection Centers Located in Critical Geographies
Pan- India Network

Break-up of Retail Spending by States* (2017)

710
25% USD bn
Target Customer

365
NORTH
40 Stores

345
Private Label

Total Spencer's Rest of India Total Spend

States
38%
Category Mix

Growth in Retail Spending across Spencer's Top 5 States*

CAGR 17-21E
EAST
Operations

13.2%

12.5%
42 Stores

11.7%
10.4%
10.1%
37%

9.7%
Omni-Channel

Bengal
UP

AP

NCR^

Average
Telangana
SOUTH

West

India
64 Stores
Contribution of individual regions towards Company's
Revenue from Sales (FY18)

Source: Technopak Industry report on Indian Food & General Merchandise Retail Industry , Jan 2018; Kotak Estimates
#15 * States of operation for Spencer's as of December 31, 2018; ^Number represents Delhi state
 Spencer's Presence across All Formats to Help Achieve
Profitable Growth and Improve Margins
Pan- India Network

FY18
# of # of Cities Typical Mix of
Store Area Revenue Key Differentiators
Stores Present in Assortment
Target Customer

Share

 Destination format
21%
Large Format

Offers all categories including non-food such

>5,000 20%
20%
Private Label

67 30 sq. ft. 85% 80%

79%
80%
as apparel, general merchandise, electronics

Food,
Food,Grocery
Grocery&&
FMCG
FMCG  Focus on high volume and low cost
Category Mix

Apparel
Apparel&&General
General
Merchandise
Merchandise

4%  Convenience Format
Operations

Small Format

 Situated near residential area in order to be

20%

79 16 <5,000 15% 80%

96%
convenient to consumers
sq. ft.
Omni-Channel

Food, Grocery &  High focus on fast moving products with

FMCG
Apparel & General
emphasis on neighborhood requirements
Merchandise

#16
 Targeting a Well-Defined Customer-Base…
Pan- India Network

2017

14% Share of Working Age

 The proportion of nuclear Population
Target Customer

19%
households has reached 70%
16%
and is projected to increase to 25%
74% by 2025 50-64
28%
Nuclear families spend 20% to 30%
26% Years
Private Label


36-49
more per capita than joint families 17%
Years
 Increasing urbanization and interstate
18-35
migration further fueling consumption SEC A SEC B SEC C SEC D SEC E
47% Years
Category Mix

 About 40% of India's population will be Per capita consumption of SEC A, B 15-17
and C Indian household is ~2x of
living in urban areas by 2025, and these city Years
national average
dwellers will account for more than 60% of 9%

consumption 2017
Operations

 Migrant families (also nuclear) have a higher

 Millennial (18-35 Years) account for
propensity to consume and are more likely
~71% of household income
to shop at MT outlets for all their needs
With only ~10% savings, millennial
Omni-Channel


(one-stop-shop)
are driving a shift towards
consumption economy
Target Customer

#17
 …And Increasing Customer Stickiness…
Pan- India Network

Steadily increasing base of loyal customers… …. with high contribution to sales

5.9 80% 79% 81%

74%

Revenue Contribution (%)

Loyal Customer Base (mn)
Target Customer

4.5
53%
43% 46%
3.3

2.2

1.0 1.2
0.9
Private Label

Jun-17 Sep-17 Dec-17 Mar-18 Jun-18 Sep-18 Dec-18 Q1FY18 Q2FY18 Q3FY18 Q4FY18 Q1FY19 Q2FY19 Q3FY19
Category Mix

Activities ensuring high cross sell to loyal customers

Apparel Adopter Programmatic Opportunity Miner Star Customer

Personalized Offers
Program Campaigns Program Program
Operations

Targeting customers Campaigns like Targeting specific

Identifying and
Statistical model to with personalized New-to-Repeat , customer groups
targeting customers
predict likely offers to reduce Win-Back to reduce with products which
who have higher
Omni-Channel

apparel adopters churn and improve churn and improve have high adjacency
propensity to spend
repeat purchase retention rates to drive cross sell

Spencer's loyal customers visit the store once every fortnight

#18
 …Through a Robust Private Label Program
Delighting customers with wide range of quality products through our own brands
Pan- India Network

Portfolio of Private Labels Key Highlights

Apparel
Target Customer

1,400+
# of SKUs across
FMCG

categories
Private Label

Staples

13%
Category Mix

Contribution to company
sales
HWP
Operations

INR 200Cr.
E&E
Omni-Channel

FY18 Private Label Food

Sales

Private label products have 5-10% higher gross margins than the branded products
Note: E&E and HWP are part of General Merchandise; E&E: Electrical and Electronics; HWP: Home-Work-Play
#19
 …And Diverse and Differentiated Product Offerings
Diverse Product Categories Offered
Pan- India Network

General Merchandise, Apparel and

Foods Non-Foods (FMCG)
Electrical & Electronics
Target Customer

Share of FY18 Revenue Share of FY18 Revenue Share of FY18 Revenue

63% 19% 18%

Private Label

Snacks
Groceries

Bed & Bath Footwear

Category Mix

Personal Care Health & Wellness

Staples Dairy

Crockery Toys & Games

Operations

Processed Toiletries Home Care

Foods Liquor Fruits & Vegetables
Plastic Goods
Home Appliances
Omni-Channel

Frozen Baby Care

Products Confectionery Beverages
Garments Electrical & Electronics

#20
 …And Diverse and Differentiated Product Offerings
Differentiated Offerings Separates Spencer's from Other Retailers
Pan- India Network

"Spencer's Gourmet" offers a wider range of assortment from different parts of the
world
Target Customer

"Spencer's Patisserie" is an in-store live bakery offering freshly baked confectionery

and breads
Private Label

"Fish & Meat": Dedicated space to sell fresh non-vegetarian items, right from live
tanks in-store
Category Mix

"Spencer's Wine and Liquor": Shop-in-shop outlet inside the large format stores
offering a wide repertoire of wines and spirits from around the world
Operations

"Tobacconist": Offers a large range of Pipes, Pipe tobaccos, Pipe smokers

Omni-Channel

accessories, Specialist cigarettes, Hand rolling tobacco, Cigarette holders, Snuff &
Chew Tobacco

#21
 Continued Focus on Growth and Margin Improvement
Through Optimal Product Mix…
Pan- India Network

Boost the overall margin

Improving margins of Non-Food Categories
 Increasing strength in Non-Food categories
especially Apparels
Target Customer

– Introduced international trends and quality

at affordable prices

– Offer fresh fashion that drives 'association'

and 'aspiration'
Private Label

– Changing fashion merchandise every 3

weeks to maintain fresh look

+  Carefully articulated store design gives

Category Mix

prominence to non-food categories, enhances

Increasing share of Non-Food Categories customer experience and increases cross
selling
Operations
Omni-Channel

Note: *General Merchandise excludes E&E

#22
 …And Efficient Operations
Efficient In-store Management along with Centralized Control Ensuring Lean Cost
Structure
Pan- India Network

In-store Management Supply Chain Efficiency

Defined store work plan to ensure  Lean cost structure with centralized replenishment
control
standardization across stores
Target Customer

 Distribution & Collection Centers located in all

critical geographies functioning for
Weekly price benchmarking process to ensure
price competitiveness – Local Sourcing Hub
Private Label

– Commodity Repack Centre

Daily shelf availability check to ensure top – Fresh sourcing from farmlands
selling lines are always available
 SAP enabled backend to support scalability
Category Mix

Scientific store layout and category  Technology usage to reduce inventory cover both
in transit and overall inventory
placements to boost cross selling
 Full scale implementation of Warehouse
Operations

Management System (WMS) for better process

New checkout counter is opened if queue is optimization
more than 3 trolleys
 Machine learning to handle multi-dimensional and
Omni-Channel

multi variety data

Deployment of innovative energy saving
– Uses machine learning in sales forecasting and
devices predicting optimum inventory

#23
 Growing Omni Channel Presence
Pan- India Network

E-Commerce Presence

~130,000 customers base, increasing

rapidly on month on month basis
Target Customer

Higher average bill value than average of

NCR offline Spencer's shopper
Private Label

Lucknow

~50%
Kolkata
Category Mix

Retention rate of

Vizag

15,000
Operations

Hyderabad More than products added to

catalogue from the store assortment
Omni-Channel

Chennai

~60,000 orders per month

Note: NCR includes Gurgaon, Noida and Ghaziabad

#24
Table of Contents

#1 Company Snapshot

#2 Industry Overview

#3 Key Differentiators

#4 Annexure

#25
 Corporate Governance

Diverse Board Robust Management Team

 Balanced mix of independent and professional  Continuous review of performance of
directors
management team and guidance by Board to
 Board is guided by the following committees
ensure improvement
─ Audit Committee with majority
independent directors  Appraisal of Senior management team by NRC

─ NRC: Reviews performance of Directors, and of other hierarchy of teams by senior

Management team and Committees management
─ Stakeholder's Relationship Committee
─ CSR: Thrusts on voluntary corporate social
Corporate
contribution as a duty towards society
Governance
 Code of Conduct for ethical conduct of affairs by
Directors and KMPs

High Employee Participation Strong Internal Controls

 Regular appraisal and reward system for better  Robust Internal Control System and review by
performance & competence leading to better
governance and wealth creation ACM

 Employee participation at all levels for better  Well equipped Internal Audit Team
communication and efficiency
 Monthly & Quarterly review of financial and
 Policies in place operational performance
─ Whistle Blower Policy

─ Anti Sexual Harassment Policy

─ HR and Talent Management Policy

#26
Robust Management Team

Shashwat Goenka
Non – Executive Director
 Alumni of The Wharton School of The University of Pennsylvania
 Heads retail business of RP-SG group comprising of Spencer's Retail Ltd, Omnipresent Retail India Pvt Ltd. & Guiltfree Industries Ltd.
 Worked on different projects across sectors including Power, Manufacturing, Media & Entertainment
 President - Indian Chamber of Commerce (2017-18)
 Chairman - CII National Committee on Retail
 Co-Chair - FICCI Retail & Internal Trade Committee

Vipin Bhandari Arvind Vats

Deputy CEO CFO

 CA and B.Com(Hons.)  CA, ICWA and MBA (Finance)

 20+ years of experience in Retail  24+ years of experience
 Responsible for Strategy, General Management & Organic  Responsible for Finance, Treasury, Legal & Taxation,
and In Organic profitable business growth Secretarial, Audit & Commercial and Licenses & Compliance.

Rahul Nayak Sandeep Gautam

Whole Time Director Executive Director– Human Resource

 PGDBA in Marketing
 MBA, MSW and LLB.
 20+ years of experience in Retail
 24+ years of experience across various business sectors.
 Responsible for Operations , Customer & Network Expansion
 Responsible for developing & managing talent.

#27