Spencer's Retail Limited has announced a postal ballot seeking shareholder approval for the re-appointment of its Chief Executive Officer and Managing Director. The retail chain has initiated the process through electronic voting to secure member consent for key leadership continuity.

Leadership Re-appointment Proposal

The company seeks approval for re-appointing Anuj Singh (DIN: 09547776) as Chief Executive Officer and Managing Director for a three-year term effective March 22, 2026. Singh, who first joined the company on March 22, 2023, brings over 28 years of experience across retail, food services, and consumer goods sectors in India, the Middle East, and Europe.

Compensation Structure

The proposed remuneration package for Singh's re-appointment includes a comprehensive monthly compensation structure totaling Rs. 27.45 lakhs per month.

Additionally, the package includes provisions for perquisites, performance bonuses, periodical increments, and long-term incentives based on company performance, subject to Board approval on Nomination and Remuneration Committee recommendations.

Voting Process and Timeline

The company has established a comprehensive e-voting framework through National Securities Depository Limited (NSDL) for all eligible shareholders.

Company Performance Context

The re-appointment comes amid challenging financial conditions for the retail sector. The company's recent financial performance reflects industry-wide pressures, with total income declining from Rs. 2,06,777.32 lakhs in 2023-24 to Rs. 1,77,551.81 lakhs in 2024-25. The company reported losses before and after tax of Rs. 18,477.82 lakhs in 2024-25, compared to Rs. 21,182.09 lakhs in the previous year.

Strategic Initiatives and Future Outlook

Under Singh's leadership, the company has implemented several strategic initiatives including:

• Enhanced online sales penetration and omni-channel fulfillment capabilities
• Expansion of "Jiffy" by Spencer's for faster customer deliveries
• Launch of "My Spencer's Reward" loyalty program
• Focus on core high-potential markets while rationalizing underperforming stores
• Strengthening non-food and specialty segments to improve margin profiles

The Board of Directors, based on the Nomination and Remuneration Committee's recommendation, believes Singh's extensive retail and marketing experience, leadership capabilities, and deep understanding of consumer behavior continue to provide significant value to the company's growth and strategic direction.

Spencer's Retail Limited announced its unaudited financial results for the third quarter ended December 31, 2025, revealing deteriorating performance with widening losses and declining revenue. The Board of Directors approved these results at their meeting held on February 6, 2026, under Regulation 33 of SEBI (LODR) Regulations, 2015. The company also released an investor update presentation providing detailed quarterly performance analysis.

Financial Performance Overview

The company's consolidated financial results showed significant deterioration across key metrics for both quarterly and nine-month periods:

Quarterly Performance Analysis

The company demonstrated strong quarter-on-quarter growth with consolidated revenue increasing 13.0% from ₹445 crores in Q2FY26 to ₹503 crores in Q3FY26. However, year-on-year performance declined due to the split festive season between September and October:

Nine-Month Performance Analysis

The nine-month period ending December 31, 2025, reflected similar declining trends with consolidated revenue falling to ₹1,363.85 crores from ₹1,583.33 crores in the corresponding period of the previous year:

Spencer's Retail Performance

Spencer's retail format showed improved margins at 20.0% compared to 19.6% in Q2FY26 and 19.7% in Q3FY25. The division achieved quarter-on-quarter growth of 11.8% with sales reaching ₹421 crores:

Nature's Basket Performance

Nature's Basket achieved strong quarter-on-quarter growth of 19% with sales increasing to ₹81 crores from ₹68 crores in Q2FY26. However, margins declined by 170 basis points:

Operational Challenges and Going Concern

The company faces significant liquidity challenges, with current liabilities exceeding current assets by ₹1,021.01 crores on a consolidated basis as of December 31, 2025. Despite these challenges, management expressed confidence in the company's ability to continue operations, citing access to unutilized credit lines with bankers and potential additional capital from promoters when required.

The company reported additional expenses of ₹3.76 crores on a consolidated basis due to new Labour Code provisions notified by the Government of India. These codes consolidate twenty-nine existing labour laws and introduce changes including uniform wage definitions and enhanced leave benefits.

Leadership Continuity

The Board of Directors approved the reappointment of Mr. Anuj Singh as Chief Executive Officer & Managing Director for an additional three-year term effective March 22, 2026:

Mr. Singh brings three decades of experience across FMCG, Food Service, and Retail organizations, with leadership roles in India, Europe, and the Middle East. He is an alumnus of London Business School and IIM Calcutta.

Earnings Per Share Performance

Consolidated earnings per share for Q3FY26 stood at negative ₹6.47 compared to negative ₹5.25 in Q3FY25. For the nine-month period, consolidated EPS was negative ₹20.39 against negative ₹19.74 in the corresponding previous period, indicating deteriorating per-share performance despite the company's restructuring efforts.

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