Initiating Coverage |
10
November 2016
Sector: Utilities
CESC
Dhariwal PPA
Steady growth high RoE
Kolkata utility business
De-leveraged balance sheet
Growth at
Firstsource
Spencer breakeven
Distribution privatization
Best fully integrated power DISCOM
Dhruv Muchhal
(Dhruv.Muchhal@MotilalOswal.com); +91 22 6129 1549
Sanjay Jain
(SanjayJain@MotilalOswal.com); +91 22 6129 1523
Investors are advised to refer through important disclosures made at the last page of the Research Report.
Motilal Oswal research is available on www.motilaloswal.com/Institutional-Equities, Bloomberg, Thomson Reuters, Factset and S&P Capital.

CESC
Contents: CESC | Best fully integrated power DISCOM
Summary ............................................................................................................. 3
Executive summary .............................................................................................. 5
Profit to double in two years led by asset sweating ............................................. 10
Deleveraging visibility ........................................................................................ 13
Integrated utility: Healthy cash-generating business ........................................... 15
Dhariwal: Noida PPA likely in 3QFY17 ................................................................. 23
Spencer: EBITDA breakeven by FY20 ................................................................... 26
Firstsource: PAT to grow at ~14% CAGR over FY16-20E ........................................ 30
Distribution sector – apt for gradual privatization ............................................... 32
Valuation ........................................................................................................... 39
Bull and Bear case .............................................................................................. 41
SWOT ANALYSIS ................................................................................................. 42
Financials and Valuations ................................................................................... 43
10 November 2016
2

CESC
Initiating Coverage | Sector: Utilities
CESC
Buy
BSE Sensex
27,591
S&P CNX
8,544
CMP: INR599
TP: INR940 (+57%)
Best fully integrated power DISCOM
Stock Info
Bloomberg
Equity Shares (m)
52-Week Range (INR)
1, 6, 12 Rel. Per (%)
M.Cap. (INR b)
M.Cap. (USD b)
Avg Val, INRm
Free float (%)
EPS CAGR of 30%; Initiating with Buy and TP of INR940
CESC IN
133.2
683 / 405
-3/5/6
79.8
1.2
238.6
50.08
RoEs and profits to double led by asset sweating
CESC is primarily an integrated electricity generation, transmission and
distribution company. Its recent diversification into independent power
generation (Dhariwal), organized retail (Spencer) and business process
management (Firstsource) entailed significant investments, which compressed
consolidated RoE to single-digit over FY11-16. However, the earnings outlook
has improved with commissioning of generation assets, signing of PPAs,
reducing losses at Spencer and growth at Firstsource (FS). We expect RoE and
PAT to more than double to ~14% and INR8.6b, respectively, over FY16-18E.
Financial Snapshot (INR b)
Y/E Mar
2016 2017E 2018E
Sales
EBITDA
NP
EPS (INR)
EPS Gr. (%)
BV/Sh. (INR )
RoE (%)
RoCE (%)
P/E (x)
P/BV (x)
119.0
28.5
3.7
27.8
86.6
470.5
6.0
9.1
17.0
1.0
135.6 147.7
31.6 34.6
5.4
8.6
40.9 64.7
47.1 58.4
431.9 484.6
9.1 14.1
9.8 11.0
14.6
9.2
1.4
1.2
High RoE in distribution business
CESC’s integrated electricity distribution business in West Bengal is its key
strength and major value driver. While normative returns are 15-16%, the
distribution business is able to generate high RoEs of +25% via operating
(attractive AT&C incentives) and capital (customer advances) efficiencies.
Distribution and Firstsource as growth drivers
New customer additions and upgradation of infrastructure are the key growth
drivers of its regulated distribution business. Over FY16-20, we expect regulated
equity CAGR of ~7% and Firstsource PAT CAGR of ~14%.
Shareholding pattern (%)
As On
Jun-16 Mar-16 Jun-15
Promoter
49.9
49.9
49.9
DII
18.2
19.1
14.1
FII
23.5
22.6
26.6
Others
8.4
8.4
9.4
FII Includes depository receipts
Reducing losses at Dhariwal and Spencer to boost RoE
Dhariwal’s losses have started reducing with operationalization of the 100MW
Tamil Nadu PPA at end-FY16. Another 187MW PPA with Noida is expected to
become operational by 3QFY17. Besides this, 300MW may remain unsold for
next few years until the demand-supply gap is bridged. Losses at Spencer too
CESC
have started declining due to the focus on consolidation (rather than growth)
Best fully integrated power DISCOM
and operational efficiencies. GST should also be beneficial, in our view.
Opportunity: Privatization of power distribution
The Indian power distribution system with INR3.9t of revenues is incurring
heavy operating losses under state governments’ control. With banks no longer
funding losses, DISCOMs will have to take various measures (including partial
privatization) to turn around under the ‘UDAY’ scheme. This is big opportunity
for CESC, which is one of handful players with a proven track record. Notably, it
has recently won the privatization rounds in Kota and Bharatpur.
+
91 22 3027 8033
Dhruv.Muchhal@motilaloswal.com
Please click here for Video Link
10 November 2016
3

CESC
Stock Performance (1-year)
Initiating with Buy; SOTP-based valuation at INR940
CESC is one of the few private sector power companies with strong earnings growth
visibility, healthy FCF generation and strong balance sheet. Profit and RoE are
expected to more than double in two years. While distribution and FS are the key
business growth drivers, we believe reducing losses at Dhariwal and Spencer will
boost RoE.
At current market price, the stock is trading at attractive 11% FCF yield, ~1.2x P/BV
and 9.2x P/E on FY18E. Valuations are compelling in light of 30% EPS CAGR and
recovery in RoE from 6% to 14% over FY16-20E.
We value the standalone regulated business at INR603/share based on 10.6x P/E,
considering RoE, cost of equity and growth. Since cash flows are structured for the
power generation businesses of Haldia and Dhariwal, we value them on INR164 and
INR5/share based on DCF.
Spencer is a loss-making business currently, and we have thus valued it at 0.4x
EV/sales or INR27/share. FS is valued at 9x P/E or INR141/share. Other businesses
(comprising shopping mall, real estate, sports and renewables) are valued at
EV/EBITDA of 6x. Thus,
we value the stock at INR940 on SOTP, with a Buy rating.
CESC target price derivation
Business
Method
CoE
(%)
a. Power business
Standalone Gen. & distribution
Haldia
Gen. & transmission
Dhariwal
Generation
b. Spencer
Retailing
c. Firstsource
Business process o/s
Mall/renewable &
d. Others
others
Less: Cricket loss
TP
PE FY18E
DCF based
DCF based
EV/sales FY18E
PE FY18E
EV/EBITDA
FY18E
Rounded
11.6
11.6
11.6
Sus.
RoE Valuation Base Stake
Gr. FY17- Multiple Value
(%) 20E (%)
(x)
%
5.0
16.8
10.6
7,549 100.0
100.0
100.0
23,063 100.0
3,755 55.5
908 100.0
EV Debt &
Eq. cont.
INR m INR m
212,393 109,451
125,255 44,864
50,050 28,207
37,089 36,380
9,225 5,674
36,114 2,318
5,448
3,346
Value
Value
0.40
9.0
6.00
INR m INR/sh.
102,942
773
80,391
603
21,843
164
709
5
3,551
27
18,771
141
2,102
-1,000
16
-8
940
10 November 2016
4

CESC
Executive summary
CESC began operations as an integrated electricity utility (standalone and Haldia),
and later diversified into independent generation (Dhariwal), organized retailing
(Spencer), business process management solutions (Firstsource) and other
businesses (malls, renewables, etc.). It holds ~55% stake in Firstsource.
~80% of CESC’s capital is
invested in power
generation and distribution
business
Exhibit 1: CESC’s invested capital by businesses and as share of total (FY16)
BPM (Firstsource),
INR32b, 14%
Retail (Spencer),
INR5b, 2%
Others, INR4b, 2%
Generation
(Dhariwal),
INR38b, 17%
Integ. utility
(Stdalone+Haldia),
INR146b, 65%
Source: MOSL, Company
PAT was dragged by loss of
INR5.9b at Dhariwal and
INR1.4b at Spencer
Exhibit 2: CESC group FY16 PAT – INR m
631
1,695
623
Core
equity
return
(5,894)
1,121
(1,423)
Dhariwal
Spencer
1,472
Firstsource
Others
3,704
Group
5,479
S/A core
Haldia
Source: MOSL, Company
We expect CESC’s consolidated PAT to more than double from INR3.7b in FY16 to
INR8.5b in FY18E (and to INR10.5b by FY20E), led by commencement of long-term
power supplies at Dhariwal for part of capacity and growth at Firstsource. The
estimated decline in losses at Spencer should also contribute, but to a certain
extent. The integrated utility business is a steady 6-8% growth business.
We build annual INR0.7b impact from FY17 onwards for the captive coal block,
which offsets part of the growth. We believe the remaining untied capacity at
Dhariwal (~300MW) is unlikely to secure long-term contracts at least until FY20E
due to its exposure to the surplus Maharashtra region (we build in only 50% PLF for
the plant until FY20E). Breakeven at Spencer is estimated only by FY20E.
10 November 2016
5

CESC
Exhibit 3: CESC’s attributable PAT to double – INR b
9.5
10.6
Exhibit 4: Drivers of PAT for CESC – INR m
Integrated
utility
business
1,301 656
3,704
3,415
234
612
16
8,626
8.6
4.9
2.0
5.4
3.7
4.2
2.6
2.7
Asset
sweating
Source: MOSL, Company Data
Source: MOSL, Company Data
Doubling of PAT should lead to a significant increase in RoE from subpar 3-9% levels
over FY11-16 to ~14% over FY17E-20E, given that it would come from sweating of
assets commissioned over last few years and an increase in contribution to PAT from
less capital-intensive businesses (Spencer and Firstsource) from ~1% in FY16 to
~16% in FY20E. The likely commencement of power supplies under long-term
contracts for part of capacity at Dhariwal would drive better asset utilization.
Exhibit 5: CESC’s RoE (%) to double
14.1 13.9 13.7
8.4
5.6
5.7
3.4
9.1
6.0
-10
-202
9.1
1
47
Exhibit 6: Share of profit from less capital-intensive business
PAT from specner and firstsource - INR m
% of group PAT
8
463
10
13
16
892
1,233
1,648
Source: MOSL, Company
Source: MOSL, Company
CESC’s subpar RoE performance in past five years was on account of the heavy
investment phase, when its asset base more than doubled. Utilization of these new
generation assets was low due to the oversupplied power market. In FY13, it
diversified into Firstsource, an under-performing business then. Returns were also
impacted by continuing losses at Spencer due to slow improvement in its operating
performance.
10 November 2016
6

CESC
CESC’s asset base more
than doubled in last five
years
Exhibit 7: CESC’s net fixed assets (incl. goodwill) and CWIP as % of total
S/A
FSource
Haldia
Others
32
23
86
2
1
77
7
107
16
3
81
FY12
160
25
30
15
86
FY13
Dhariwal
CWIP % of total
213
198
27
27
37
38
90
FY14
2
25
38
46
95
FY15
Spencer
219
26
37
45
99
2
FY16
Source: MOSL, Company
FY11
We estimate CESC to generate annual FCF of ~INR3-11b (~4-14% of current market
capitalization). This is after factoring in estimated cash losses of ~INR1-2b p.a. at
Dhariwal (on account of unused capacity) and ~INR1-1.5b at Spencer. Strong cash
generation in the utility and Firstsource businesses provides support to these
underperforming operations and should help unlock value over the long term. It
allows Dhariwal to wait for lucrative deals until the electricity market improves and
facilitates funding to Spencer.
Exhibit 8: Break-up of FCF ex-Firstsource – INR b
Utility
1.0
Spencer
Dhariwal
Others
7.2
8.1
7.7
-1.0
-1.4
FY18E
8.5
-1.0
-1.0
FY19E
9.5
3.1
-0.8
FY20E
-1.1
2.1
1.0
FY17E
3.2
4.9
FY18E
3.6
6.1
FY19E
Ex-firstsource FCF
4.9
6.1
Exhibit 9: FCF from Firstsource and ex-Firstsource – INR b
FCF ex-Firstsource
FCF Firstsource
11.5
9.8
4.4
5.2
-1.5
-2.3
FY17E
7.2
FY20E
Source: MOSL, Company
Source: MOSL, Company
Predictability of cash flows at the utility business and growth at Firstsource also
provide deleveraging visibility. We estimate net debt-to-equity to decline from an
already healthy 1.8x in FY16 to 1.0x by FY20. We believe CESC is one of the few
private sector utility companies with balance sheet strength to pursue inorganic
growth opportunities.
10 November 2016
7

CESC
Exhibit 10: Net debt-to-equity (x)
1.63
1.40
0.80
0.45
1.79 1.76 1.82
1.52
1.25
1.00
12
JSWE
Tata Power
Adani
RPower
Rattan
30
Source: MOSL, Company
45
Net Debt / MW - INR m
60
Exhibit 11: CESC’s has one of the best balance sheets
20
CESC
JPVL
4
Source: MOSL, Company
Although CESC has grown via diversification into other businesses in the past, we
see the gradual privatization of the electricity distribution sector in India as a key
growth driver. The market is more than INR3.9t in size, but highly inefficient with
operating losses of more than INR0.5t. CESC is one of the few players in India with
experience in distribution. It recently won the bid for the privatization of Kota and
Bharatpur in Rajasthan, and has started operations there from September 2016.
Initiating with Buy and TP of INR940
CESC’s PAT/RoE is estimated to double in two-years while earnings growth would
continue on steady growth in its integrated utility business. CESC’s exposure to
electricity distribution, being one of the few, places it favorable to other private
sector companies operating in over-supplied generation sector. FCF generation is
estimated to be healthy at ~INR11b p.a. over FY17-20E – an FCF yield of ~11%.
For ~14% RoE and steady growth the stock currently trades at ~1.2x FY18E. The
current valuations do not factor the long-term value potential of the untied capacity
at Dhariwal and potential at Spencer. At current stock price the market is probably
factoring that Dhariwal would remain under-utilized (continue to operate at 50%
PLFs) over its life.
At current stock price, the
market is probably factoring
in that Dhariwal would
perpetually remain at 50%
PLF
Exhibit 12: What is CESC’s current stock price probably implying
164
573
(164)
574
26
53
7
660
Source: MOSL, Company
While currently loss making, Dhariwal and Spencer have long-term value potential.
Generation market will start to balance by FY20-21 while organized retail is
10 November 2016
8

CESC
maturing in India. CESC with its balance sheet strength has the ability to play the
cycle. This, in our view deserves premium.
We value CESC on SOTP – mix of DCF and relative – as it best captures the long-term
value potential of the various businesses. Moreover, earnings mix is expected to
diversify from ~1% of consolidated PAT in FY16 coming from less capital intensive
business (Spencer and Firstsource) in FY16 rising to ~16% by FY20.
Power business represents
~75% of our target value
Exhibit 13: CESC’s target price build-up – INR/share
141
164
603
5
773
27
940
Standalone
Haldia
Dhariwal
Power
Spencer
Firstsource
Others
(rounded)
CESC TP
Source: MOSL, Company
While not captured in our valuation, we believe CESC also offers one of the best
plays on the privatization of electricity distribution sector in India. It has more than
100 years of experience in the sector and is amongst the few players in the sector.
Notably, it recent won the privatization round at Kota and Bharatpur.
Our SOTP based target price is INR940/sh. Power business represents ~80% of our
target value. The implied P/BV is 1.9x FY18E. We initiate coverage on CESC with Buy
rating with an upside of ~60%.
Key risk:
(a) Slower-than-expected electricity demand growth in its distribution
license area leading to moderation in distribution capex investment, (b) Delay in
commissioning of the Noida PPA at Dhariwal and (c) Impact of ‘Brexit’ on Firstsource
– derives ~40% of revenues from UK.
10 November 2016
9

CESC
Profit to double in two years led by asset sweating
We estimate CESC’s attributable PAT to double in two years, from INR3.7b in FY16
to INR8.6b in FY18, driven by the full benefit of ~300MW long-term supply contracts
at Dhariwal and growth at Firstsource. Spencer’s performance is also estimated to
improve but remain in red. The ~INR0.7b impact from the penalty related to the
captive coal block would offset part of the growth at its integrated utility business in
FY17. Excluding this impact, we estimate utility business PAT to grow at a steady ~6-
8%.
Sweating of assets (supply
under PPAs starting) and
growth at Firstsource to aid
profitability
Exhibit 14: PAT doubling in two years – INR m
Integrated utility
business
1,301
3,704
656
Asset sweating
3,415
234
612
16
8,626
Source: MOSL, Company
Losses at Dhariwal to halve led by commencement of Noida supplies and
full benefit of Tamil Nadu contract
From EBITDA loss of INR0.7b in FY16, we estimate Dhariwal to turn EBITDA positive
with INR3.1b in FY18. Although the power plant was commissioned in FY15,
operations were constrained due to the lack of transmission network, fuel linkage
and PPAs. We expect supply of 50% of capacity under long-term contracts to
commence before end-FY17, with full benefits visible from FY18E. The remaining
50% capacity is connected to the surplus state of Maharashtra, where supplies
would be difficult, in our view. We estimate the plant to run at not more than 50%
PLF over FY17E-20E. However, with the start of PPAs, net loss would reduce from
INR5.9b in FY16 to INR2.5b in FY18E.
Dhariwal losses are
estimated to more than
halve on start of Noida PPA
and full benefit of Tamil
Nadu PPA
Exhibit 15: Dhariwal net loss – INR b
PAT - INR b
-2.5
-4.6
-5.9
FY15
FY16
FY17E
FY18E
-4.7
-2.6
-2.7
Improving on start of Tamil Nadu
and Noida PPA
FY19E
FY20E
Source: MOSL, Company
10 November 2016
10

CESC
Integrated electricity utility business at Kolkata to deliver steady 6-8%
earnings growth
Electricity demand growth drives earnings in the integrated electricity utility
business of Kolkata (including Haldia) in the form of capex and incentives/savings,
which are a factor of units sold. We estimate ~3-4% growth in peak demand (v/s.
4.3% CAGR over FY10-16 and guidance of ~4.5%). Regulated equity base is
estimated to grow at ~7% CAGR over FY16-20 v/s ~8% over FY10-16 on
demand/customer growth led distribution capex. We estimate ~INR0.8b p.a. (pre-
tax) impact from the unreasonable bid for the captive coal block. We view the
Kolkata business as a stable 6-8% annual growth business. Excluding the impact of
the captive coal block, we estimate PAT to grow from INR8.4b in FY16 to INR9.6b by
FY18, implying annual growth of ~7%.
Integrated utility business
(ex-captive coal block
impact) to grow steadily by
6-8% p.a.
Exhibit 16: Integrated utility PAT (standalone + Haldia) ex-captive block impact – INR b
RoE
Haldia
5.5
1.1
4.7
-0.2
6.4
1.6
5.1
-0.3
Incentives/others (ex-Haldia)
8.4
0.6
2.3
5.5
9.1
0.9
2.3
5.9
9.6
0.9
2.5
6.3
10.2
0.9
2.6
6.7
10.8
1.0
2.8
7.1
4.3
0.6
3.7
0.0
4.6
0.7
4.0
-0.2
5.1
1.0
4.3
-0.2
Source: MOSL, Company
Spencer to become operating breakeven by FY20
Looking at Spencer’s performance v/s other organized retail players whose data are
available and comparable, we find that Spencer has higher unit sales and broadly
similar gross margins. However, overheads are high, which leads to EBITDA losses.
Management is rightly focused on rationalizing non-profitable stores, increasing unit
sales and optimizing cost. We estimate 190bp improvement in EBITDA margin to
negative 1.3% by FY18, led by lower ‘non-store overheads’. We expect Spencer to
turn EBITDA positive by FY20E (which is conservative compared to management’s
guidance of FY18E). PAT loss is estimated to decline from INR1.4b in FY16 to INR1.2b
in FY18E (and INR0.8b by FY20E).
Losses to decline on
rationalization of non-
profitable stores, increasing
unit sales and cost
optimization
Exhibit 17: Spencer losses – INR b
PAT
FCF (post-interest)
-1,166
-1,516
FY15
-1,423
-1,344
FY16
-1,310
-1,189
-1,493
-1,016
-1,038
-995
-847
-763
FY17E
FY18E
FY19E
FY20E
Source: MOSL, Company
10 November 2016
11

CESC
Strong profit growth and FCF generation at Firstsource
Previously an underperforming debt-laden business when acquired in FY13,
Firstsource has improved considerably, with its PAT almost doubling in three years
to INR2.6b in FY16 and net debt declining by ~INR4b to INR7.6b. We expect PAT
growth of ~19% to INR3.7b over FY16-18E, and ~10% thereafter to INR4.5b by
FY20E, led by the acquisition of ISGN, the sole partnership agreement with Sky and
lower interest cost. We estimate Firstsource to generate annual FCF (post-interest)
of INR2-4b over FY17E-20E, representing close to half of the group’s FCF.
Exhibit 18: Firstsource PAT – INR m
4,091
4,495
3,009
940
1,272
Exhibit 19: Firstsource FCF – INR m
FCF post interest - INR m
3,213
2,093
3,634
4,390
1,466
620
1,930
2,343
2,650
3,194
3,751
Source: MOSL, Company
Source: MOSL, Company
Contribution from less capital-intensive businesses to improve
We estimate contribution of less capital-intensive Spencer (retail) and Firstsource
(BPM) businesses to increase from ~1% of group PAT in FY16 to ~16% by FY20.
Exhibit 20: Share of group PAT from retail and IT
PAT from specner and firstsource - INR m
10
% of group PAT
13
16
8
1
-10
-202
FY15
FY16
FY17E
47
463
892
1,233
1,648
FY18E
FY19E
FY20E
Source: MOSL, Company
10 November 2016
12

CESC
Deleveraging visibility
CESC’s utility business generates a predictable stream of cash flows due to its
regulated nature. Firstsource FCF generation is estimated to increase led by
operating profit growth and decline in interest cost. We estimate the utility business
and Firstsource to generate annual FCF of ~INR5-9b and ~INR2-4b, respectively.
Predictability of cash flows of the utility business and growth at Firstsource provide
strong visibility for balance sheet deleveraging. We expect net debt to equity to
decline from an already healthy 1.8x in FY16 to 1.5x by FY18 and 1.0x by FY20. Net
debt to EBITDA is estimated to improve from 4.6x in FY16 to 3.5x by FY18 and 2.7x
by FY20.
Exhibit 21: Net-debt to equity (x)
1.63
1.40
0.80
0.45
1.79 1.76 1.82
1.52
1.25
1.00
2.46
3.98
Exhibit 22: Net debt to EBITDA (x)
6.50 6.58 6.63
4.59
4.06
3.49
3.12
2.72
Source: MOSL, Company
Source: MOSL, Company
Strong cash generation in the utility business would also support Dhariwal’s
operations and Spencer’s turnaround. We estimate Dhariwal to burn ~INR1.1-2.3b
annually over FY17E-20E as the asset is likely to remain under-utilized. Spencer is
estimated to burn ~INR0.8-1.5b annually until operating performance improves
gradually. Balance sheet strength of the parent and healthy cash generation would
help unlock value from these assets in the long term. Dhariwal will be able to wait
for lucrative deals until the market balances and Spencer’s turnaround can be
funded due to the company’s strong balance sheet positioning.
Exhibit 23: FCF ex-Firstsource – INR b
Utility
1.0
Spencer
Dhariwal
Others
7.2
8.1
5.2
-1.5
-2.3
FY17E
7.7
-1.0
-1.4
FY18E
8.5
-1.0
-1.0
FY19E
9.5
3.1
-0.8
-1.1
FY20E
2.1
1.0
FY17E
3.2
4.9
FY18E
Ex-firstsource FCF
4.9
6.1
Exhibit 24: FCF from Firstsource and ex-Firstsource – INR b
FCF ex-Firstsource
FCF Firstsource
11.5
9.8
3.6
6.1
FY19E
4.4
7.2
FY20E
Source: MOSL, Company
Source: MOSL, Company
10 November 2016
13

CESC
Exhibit 25: Utility business operations cash flows…
19.9
16.1
10.0 10.2
16.3
17.9
13.3
17.4
15.8 16.6
Exhibit 26: …and capex – INR b
9
7
9
10
8
9
9
9
9
7
*Adj. for one-time payment of INR9b for captive
Source: MOSL, Company
*Adj. for one-time payment of INR9b for captive
Source: MOSL, Company
We have identified CESC as one of the few private companies in the utility sector
that has balance sheet strength to exploit inorganic growth opportunities.
Exhibit 27: Private sector power companies’ balance sheet positioning
20
CESC
JSWE
12
Tata Power
Adani
RPower
Rattan
JPVL
4
30
45
Net Debt / MW - INR m
60
Source: MOSL, Company, Bloomberg
10 November 2016
14

CESC
Integrated utility: Healthy cash-generating business
The integrated utility business includes Kolkata generation & distribution operations
(standalone) and Haldia generation operations.
Standalone: +25% RoE business delivering steady growth
CESC has roots as an integrated electricity utility company. It is the sole distributor
(although not exclusive) within a 567 sq. km area of Kolkata and Howrah in the state
of West Bengal. It served ~3m customers, had a distribution network of ~21k ckm
and integrated power generation capacity of 1,125MW as at end-FY16. The business
works on a regulated return model. CESC’s operating area is regulated by the West
Bengal Electricity Regulated Commission (WBERC), which typically sets return and
operating norms for a period of three years. The current block period is FY15-17.
Under the regulated return model, normative equity approved by the regulator is
the key source of earnings. Normative equity (which is driven by capex), however,
can be different from actual equity invested due to the nature of the business.
CESC is assured post-tax equity return of 15.5% in generation and 16.5% in
distribution on normative equity. However, RoE on normative equity it generated
over FY10-16 was ~18-20%. The top-up is from incentives and savings from efficient
operations (performing better than the normative level set by the regulator).
Incentives and savings from
efficient operations
contributed ~2-4% of RoE
(on normative equity base)
Exhibit 28: Standalone RoE build-up (on normative equity) – %
Return on normative equity base
18.7
2.7
18.5
2.5
19.0
2.9
19.8
3.7
Incentives & efficiencies (net)
19.8
3.7
20.1
4.0
18.0
1.8
16.1
16.0
16.0
16.0
16.1
16.1
16.1
FY10
FY11
FY12
FY13
FY14
FY15
FY16
Source: MOSL, Company, Regulatory Filings
CESC’s standalone core business PAT (i.e. excluding other income) grew at a CAGR of
8.9% to INR6.1b over FY10-16.
10 November 2016
15

CESC
Efficient operations of
generation plants and
savings on AT&C losses
contributed ~INR3b to core
PAT of ~INR6b in FY16
Exhibit 29: Standalone – build-up of core (ex-other income) PAT – INR b
RoE (post-tax)
4.3
1.5
0.5
3.7
-1.4
FY11
AT&C savings
4.7
2.0
0.8
4.0
-2.0
FY12
Oprtg. eff. in Gen.
5.3
2.4
0.9
4.3
-2.3
FY13
Coal block -ve bid
5.7
2.3
1.0
4.7
-2.2
FY14
6.3
2.3
0.8
5.1
-1.4
FY15
Others & tax
6.1
2.1
0.9
5.5
-2.4
FY16
3.7
1.4
0.4
3.1
-1.3
FY10
Source: MOSL, Company, Regulatory Filings
Key drivers of earnings over FY10-16 are estimated to be:
(a) Normative equity earnings (RoE earnings) CAGR of 9.8% to INR5.5b. Although
normative equity recorded a lower 7.7% CAGR to ~INR35b over the period,
there is an increase in the distribution business share (which earns higher RoE)
in total normative equity of the standalone business from ~50% to ~65%.
Share of distribution
business, which earns
higher RoE of 16.5%, is
estimated to have increased
from 50% in FY10 to ~65%
in FY16 in total normative
equity of standalone
business
Exhibit 30: Normative equity – INR b
Generation
~50% share
22
17
9
8
FY09
11
11
FY10
24
13
12
FY11
26
14
12
FY12
Distribution
28
16
12
FY13
~8% CAGR FY10-16
30
18
12
FY14
33
~65% share
35
21
12
FY15
23
12
FY16
Source: MOSL, Company, Regulatory Filings
(b) Earnings from achieving lower-than-normative aggregate technical and
commercial losses (AT&C) are estimated to have increased at a CAGR of ~14% to
INR0.9b in FY16. Benchmark AT&C was 14.3%, while actual is estimated to be
11.6% in FY16. CESC earns cost of supply on units saved.
Earnings from AT&C
efficiency are estimated to
have increased at ~14%
CAGR over FY10-16 to
INR0.9b
Exhibit 31: Earnings from AT&C efficiency
AT&C savings - INR m
14.9
13.1
14.8
12.8
516
FY11
14.6
Normative AT&C - %
14.5
14.3
Actual AT&C - %
14.3
14.3
12.1
750
FY12
11.9
907
FY13
11.8
953
FY14E
11.8
772
FY15E
11.6
897
FY16E
383
FY10
Source: MOSL, Company, Regulatory Filings
10 November 2016
16

CESC
(c) Earnings from efficient operations of generation plants – better than normative
level – are estimated to have increased at a CAGR of 6.4% to INR2.1b. Station
heat rate (SHR) efficiency is the primary component. Fuel oil saving and lower
auxiliary consumption are the other components.
SHR is driven by Budge
Budge power plant, which
has SHR of ~2000-2,100kCal
v/s normative of ~2,400-
2,500kCal
Exhibit 32: Earnings from generating efficiencies – INR m
Secondary FO
1,966
1,425
1,121
252
FY10
1,458
1,529
1,192
218
FY11
350
FY12
469
FY13
432
FY14E
413
FY15E
340
FY16E
1,848
1,818
1,801
1,704
Auxiliary cons.
2,406
SHR
2,306
2,120
2,342
Source: MOSL, Company, Regulatory Filing
Exhibit 33: Budge Budge earnings from SHR (post 20% sharing in tariffs)
Earnings from SHR - INR m
2,560
2,530
2,500
Normative SHR - Kcal
2,480
2,160
2,470
Actual SHR- Kcal
2,470
2,470
2,028
2,094
2,075
2,100
2,100
2,100
980
FY10
1,148
FY11
1,410
FY12
1,261
FY13
1,515
FY14E
1,498
FY15E
1,575
FY16E
Source: MOSL, Company, Regulatory Filing
(d) Costs not allowed as pass-through in tariffs and certain corporate overheads
offset part of growth from above components of earnings. Such costs – which
increased at a CAGR of ~10% over FY10-16 – are estimated to have offset
INR2.4b from core earnings in FY16.
Normative equity to record ~7% CAGR over FY16-20E on demand growth
Electricity consumption growth in the company’s distribution area, along with an
increase in the customer base, is the key earnings driver, in our view. Demand
growth drives (a) distribution capex, (b) AT&C earnings on higher volumes and (c)
higher generation PLFs, which drive earnings from SHR, auxiliary and fuel oil as they
are based on units generated.
Peak demand in CESC’s distribution area has increased at a CAGR of 4.3% over FY10-
16 to 2,035MW, and is guided to increase to 3,000MW by FY25, implying ~4.5%
growth. Distribution network addition has seen a similar trend – network length has
increased at ~4% CAGR and transformer capacity at ~6% CAGR over FY10-16. We
estimate electricity demand in its distribution area to grow at ~3-4%. Normative
equity base is estimated to grow at ~7% CAGR over FY16-20E (as against ~8% over
10 November 2016
17

CESC
FY10-16) on demand/customer growth-led distribution investments. Normative
equity from the distribution business is estimated to represent ~72% of total
standalone normative equity by FY20.
Exhibit 34: Peak demand increased at ~4% CAGR…
Peak demand - MW
1,904
1,865
2,042
2,035
2.29
2.38
Exhibit 35: …on increase in customer base
No. of customers - mn
2.59
2.70
2.81
2.92
3.04
1,584
1,657
1,727
2.49
FY10
FY11
FY12
FY13
FY14
FY15
FY16
FY09
FY10
FY11
FY12
FY13
FY14
FY15
FY16
Source: MOSL, Company
Source: MOSL, Company
Exhibit 36: …which drives investment in…
Line length - ckm
21,065 21,531
19,538 20,480
17,832 18,683
16,330 17,213
Exhibit 37: …distribution network
132/33KV substation - MVA
2,307
2,532 2,532
2,757
1,932 1,932 1,932 2,057
FY09
FY10
FY11
FY12
FY13
FY14
FY15
FY16
FY09
FY10
FY11
FY12
FY13
FY14
FY15
FY16
Source: MOSL, Company
Source: MOSL, Company
Capex toward distribution
following improving
demand would drive
normative equity higher
Exhibit 38: Normative equity estimated to grow at ~7% CAGR over FY16-20E
Generation
Distribution
40
43
45
~13%
~9%
FY10/16
FY16/20
17
9
8
22
11
11
24
13
12
26
14
12
28
16
12
30
18
12
33
21
12
35
23
12
38
25
12
28
12
30
32
~1%
~1%
13
13
FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17E FY18E FY19E FY20E
Source: MOSL, Company, Regulatory Filings
Unreasonable bid in coal block – around INR0.8b (pre-tax) annual impact
CESC bid a price of INR370/t to secure the Sarshatali captive coal block (CESC was
the previous owner). The bid price (along with the mining cost) is not allowed as
pass-through in tariffs leading to an annual impact of INR1.7b. CESC would be able
to offset part of the impact through sale of middling (~INR0.3b) and sale of
merchant power (INR0.6b). Mines won through bidding are allowed to use 15% of
10 November 2016
18

CESC
the coal for merchant power sales. We estimate margin of ~INR1/kWh on its
merchant sales. Post-tax, we estimate the net annual impact due to the captive coal
block is ~INR0.6b.
Exhibit 39: Impact (pre-tax) of negative bid in Sarshatali captive coal block
Impact of Sarisatolli coal block
Coal production
Bid price (negative bid)
Mining cost
Realn. From sale of midlings
Midling volumes
Merchant power sales
Gain per unit
INR m
mt
INR/t
INR/t
INR/t
mt
INR m
INR/kWh
FY17E
-830
2.2
370
400
1,000
0.34
561
1.0
FY18E
-830
2.2
370
400
1,000
0.34
561
1.0
FY19E
-830
2.2
370
400
1,000
0.34
561
1.0
FY20E
-830
2.2
370
400
1,000
0.34
561
1.0
Source: MOSL, Company
Standalone core PAT to grow at 5% over FY16-20E
We estimate standalone core business PAT to grow at ~5% CAGR to INR7.4b over
FY16-20E led by capex and increase in incentives, partly offset by the impact of
captive coal block. Sustainable RoE on normative equity is estimated to reduce from
a run-rate of 18-20% to 16-17% due to the drag from the captive coal block.
We expect ~5% CAGR
growth in standalone core
business PAT over FY16-20E
on capex and incentive
income due to higher
volumes.
Exhibit 40: Standalone: Core PAT build-up – INR b
RoE (post-tax)
6.1
0.0
2.1
0.9
5.5
-2.4
FY16
AT&C savings
6.1
2.1
1.1
5.9
-0.8
-2.1
FY17E
Oprtg. eff. in Gen.
6.5
2.0
1.1
6.3
-0.8
-2.1
FY18E
Coal block -ve bid
6.9
2.0
1.2
6.7
-0.8
-2.1
FY19E
Others & tax
7.4
2.0
1.2
7.1
-0.8
-2.1
FY20E
Source: MOSL, Company
Sustainable returns on
normative equity to decline
from ~18-20% to ~16-17%
due to captive coal block
Exhibit 41: Standalone: Returns on normative equity – %
Return on normative equity base
18.5
2.5
16.0
19.0
2.9
16.0
19.8
3.7
16.1
19.8
3.7
16.1
Incentives & efficiencies (net)
20.1
4.0
16.1
18.0
1.8
16.1
16.9
3.0
16.2
-2.3
FY11
FY12
FY13
FY14
FY15
FY16
FY17E
16.7
2.7
16.2
-2.1
FY18E
Coal block -ve bid
16.8
2.6
16.2
-2.0
FY19E
16.9
2.6
16.2
-1.9
FY20E
Source: MOSL, Company
10 November 2016
19

CESC
Capital structure advantage drives higher-than-normative RoEs
At standalone level, CESC operates on a regulated business model, which requires
minimum 70% debt for capex. However, the nature of the distribution business
(sticky customer deposits) allows the company to cheaply leverage more than the
normative levels. Thus, while it earns return on normative equity, actual equity
invested in business is lower. Customer deposits represented ~16% of invested
capital in FY16. We expect CESC to generate RoE (on equity actually invested) of
+20% (as against 16-17% calculated on normative equity) due to higher leverage.
Over last five years, deposits per customer have grown at ~6% to reach INR5,288 in
FY16. We estimate ~3% annual growth over our forecast period. Incremental
deposits are estimated to represent ~10-20% of its annual capex, a cheap source of
leverage.
Cheap cost customer
deposits represented ~16%
of invested capital, allowing
more than mandated
leverage and earning RoEs
higher than implied by
normative equity
Exhibit 42: Sources of funds in standalone core business – %
Net loans
Customer adv.
Adv. agst depr
WC
Implied equity
27
9
7
14
44
FY11
29
6
8
14
42
FY12
18
8
9
15
49
FY13
18
7
10
16
50
FY14
17
1
9
15
57
FY15
17
1
10
16
55
FY16
Source: MOSL, Company
Exhibit 43: Standalone core RoE (on actual equity invested) – INR m
Standalone net worth
Adj.
Investments
Adv. to subs/associates
Cash
Core business net worth
Core PAT
Core RoE (on actual equity) - %
FY11
55,692
10,843
9,677
8,388
26,784
4,295
16.0
FY12
60,118
11,332
10,820
8,598
29,368
4,733
16.9
FY13
64,950
21,779
11,892
7,714
23,564
5,332
20.1
FY14
70,386
31,911
11,346
2,006
25,124
5,731
23.5
FY15
80,799
42,493
12,023
7,377
18,906
6,307
28.6
FY16
86,356
46,466
12,330
8,366
19,194
6,102
32.0
FY17E
82,918
50,006
12,330
6,217
14,305
6,126
36.6
FY18E
88,868
52,466
12,330
7,359
16,714
6,496
41.9
FY19E
95,345
54,466
12,330
9,440
19,109
6,949
38.8
FY20E
102,362
56,366
12,330
12,216
21,450
7,405
36.5
Source: MOSL, Company
Exhibit 44: Deposit per customer and growth
Deposit per customer - INR
7.9
4.0
7.8
5.8
change yoy - %
7.6
Exhibit 45: Incremental deposits to capex – %
Incremental deposits % of capex
21
16
10
15
13
3,839
FY11
4,141
FY12
4,308
FY13
4,644
FY14
4,915
FY15
5,288
FY16
FY12
FY13
FY14
FY15
FY16
Source: MOSL, Company
Source: MOSL, Company
10 November 2016
20

CESC
Steady and predictable cash flow business
The regulated nature of the business and expectations of electricity demand growth
in its operating areas make cash flows steady and predictable. We estimate
operating cash flow (post tax, pre interest) of INR13-17b and capex of ~INR9b over
FY17-20.
Exhibit 46: Standalone: Operating cash flow – INR b
19.9
16.1
10.0 10.2
16.3
17.9
13.3
17.4
15.8 16.6
Exhibit 47: Standalone: Capex – INR b
9
7
9
10
8
9
9
9
9
7
*Adj. for one-time payment of INR9b for captive
Source: MOSL, Company
*Adj. for one-time payment of INR9b for captive
Source: MOSL, Company
Risks
Open-access/renewables: Increasing customer preference for open access/net-
metering is likely to impact its power offtake. Although base equity return is still
guaranteed, incentives and savings which are linked to energy sold would be
impacted. However, industrial consumers who have the load profile to shift to
open access represented less than 25% of its total supplies.
Carriage and content: The draft Electricity Act, 2015 calls for splitting carriage
and content promoting competition in the last-mile electricity supply business.
Although the proposal is being opposed, it is likely to be introduced as an
optional guideline rather than a mandatory one. Metros like Kolkata could be
encouraged to shift first.
Haldia: INR6-9b p.a. operating cash flow visibility over next decade
Haldia is a 600MW coal-based thermal power plant located in West Bengal. The
plant was commissioned at end-FY15. It has a long-term regulated return-based
arrangement with CESC’s Kolkata distribution business (standalone). The project’s
SPV also houses the 96km transmission line under the regulated return model.
Regulations and operating norms are set by the West Bengal Electricity Regulatory
Commission (WBERC) typically for a block period of three years.
Key project and operating highlights
Project cost is ~INR38b for the power plant, and ~INR5.7b for the transmission
line.
Normative equity is @ 25%, which earns post-tax return of 15.5%.
In its first full year of operations (i.e. FY16), it earned RoE of ~20%, driven by
earnings from incentives, primary related to station heat rate, in our view.
Of its PBT of INR2.9b in FY16, we estimate ~INR0.9b was from station heat rate
incentive. We conservatively estimate the regulator to squeeze the SHR norms
from FY21.
21
10 November 2016

CESC
The approved station heat rate is 2,345kCal/kWh, as against our estimated
actual heat rate (based on other coal plants) of 2,150kCal/kWh.
Exhibit 48: Haldia EBITDA – INR b
8.9 8.8
8.4 8.2 8.0
6.9 6.7 6.4
6.2 6.0 5.8
EBITDA - INR b
5.1 4.9 4.8 4.7
4.5 4.4 4.5 4.5 4.5 4.6 4.6 4.7
3.2 3.2
Source: MOSL, Company
Integrated electricity utility business at Kolkata to deliver steady 6-8%
earnings growth
Electricity demand growth drives earnings in the integrated electricity utility
business of Kolkata (including Haldia) in the form of capex and incentives/savings,
which are a factor of units sold. We estimate ~3-4% growth in peak demand (v/s.
4.3% CAGR over FY10-16 and guidance of ~4.5%). Regulated equity base is
estimated to grow at ~7% CAGR over FY16-20 v/s ~8% over FY10-16 on
demand/customer growth led distribution capex. We estimate ~INR0.8b p.a. (pre-
tax) impact from the unreasonable bid for the captive coal block, although the
company considers this as pass-through in tariffs (matter with the regulator). We
view the Kolkata business as a stable 6-8% annual growth business. Excluding the
impact of the captive coal block, we estimate PAT to grow from INR8.4b in FY16 to
INR9.6b by FY18E, implying annual growth of ~7%.
Integrated utility business
(ex-captive coal block
impact) to grow at steady 6-
8% p.a.
Exhibit 49: Integrated utility PAT (standalone + Haldia) ex-captive block impact
RoE - distri.
RoE - generation
8.4
4.6
0.6
1.8
2.2
FY12
5.1
0.8
1.8
2.5
FY13
5.5
0.9
1.8
2.8
FY14
6.4
3.3
3.2
-0.2
FY15
1.5
3.4
3.6
FY16
Incentives/others
9.1
1.8
3.4
4.0
FY17E
9.6
1.9
3.4
4.4
FY18E
10.2
2.1
3.4
4.7
FY19E
10.8
2.3
3.4
4.3
0.6
1.8
1.9
FY11
5.1
FY20E
Source: MOSL, Company
10 November 2016
22

CESC
Dhariwal: Noida PPA likely in 3QFY17
But drag would continue
PAT loss is estimated to halve to INR2.5b by FY18 as supplies commence under the
Noida long-term contract with the commissioning of Champa-Kurukshetra HVDC line
and full benefit of Tamil Nadu contract materializes.
However, with 50% of capacity connected to the surplus-Maharashtra state, we
believe offtake would be difficult and thus assume PLF of just 50%.
Interest and depreciation of ~INR6b would mean loss would continue unless PPAs are
signed for remaining capacity.
We believe strong support from the parent would help sustain operations until the
generation market balances and lucrative opportunities emerge.
Dhariwal (Chandrapur) is a 2x300MW coal-based power plant in the state of
Maharashtra. It is housed in CESC’s 100% subsidiary Dhariwal Infrastructure. CESC
had acquired the plant in 2009 (was under construction then) from the Manikchand
Group. The plant was commissioned in phases by end-FY15. It has coal supply
agreement with SECL. Furthermore, the plant has signed power purchase
agreements (PPA) for (a) 100MW with Tamil Nadu, under competitive bidding and
(b) 187MW with Noida, under a regulated return model. Project cost as per
regulatory filings is ~INR39b.
Commissioning of Noida and Tamil supplies to provide some relief…
In its first full year of operation in FY16, Dhariwal reported EBITDA loss of INR0.7b
due to the lack of PPAs, transmission capacity and coal availability issues (PLF was
7%). It reported PAT loss of INR5.9b on interest and depreciation charge. Supplies
have commenced (late FY16) under the Tamil Nadu PPA, and are likely to start from
3QFY17 under the Noida PPA with the commissioning of the Champa-Kurukshetra
HVDC line. We estimate EBITDA of INR1.2b in FY17 and INR3.1b in FY18 as full
benefits of these PPAs get reflected.
Dhariwal to turn EBITDA
positive with start of PPAs
Exhibit 50: Dhariwal EBITDA
EBITDA - INR m
1.3
-0.7
FY15
-0.7
FY16
FY17E
3.1
3.0
2.9
FY18E
FY19E
FY20E
Source: MOSL, Company
…but losses would continue due to exposure to surplus Maharashtra
Dhariwal has 300MW capacity connected to the central transmission unit (CTU), for
which it has already secured long-term PPAs (TN and Noida). However, the
remaining 300MW capacity is connected to the surplus state Maharashtra’s
transmission network. According to our estimates, Maharashtra would remain an
10 November 2016
23

CESC
electricity-surplus region at least until FY20E, based on our study of the state’s
demand-supply and tariff filings. We believe Dhariwal is unlikely to achieve more
than 50% PLF over our forecast period of FY17-20E, i.e. sales would be only under
PPAs.
Exhibit 51: Dhariwal’s cost competitiveness v/s. Maharashtra gencos thermal plants
Power plants
Koradi U-8,9,10
Chandrapur U-8,9
Paras
Bhusawal (4-5)
CESC - Dhariwal
Khaperkheda
Parli
Chandrapur
Bhusawal
Koradi
Nasik
VC (INR/kWh)
1.25
1.26
2.16
2.18
2.43
2.50
2.50
2.56
2.59
2.97
3.39
Source: MOSL, Regulatory Filings
As per regulatory filings,
Maharashtra plans to back
down ~6-8GW capacity in
FY17-20E
Exhibit 52: Maharashtra’s back down capacities – MW
Back down capacity - MW
8,961
6,379
7,257
6,463
FY17
FY18
FY19
FY20
Source: MOSL, Regulatory Filings
We believe PAT loss at Dhariwal would reduce from INR5.9b in FY16 to INR4.6b in
FY17E and to INR2.5b in FY18E, led by commencement of the two PPAs. However,
with 50% capacity estimated to remain open at least until FY20, the ~INR6b annual
burden of interest and depreciation would mean Dhariwal would remain a drag of
INR2-2.4b annually until FY20E.
We estimate net loss to
decline from INR5.9b in
FY16 to INR2.5b in FY18E on
start of PPAs
Exhibit 53: Dhariwal net loss – INR b
PAT - INR b
-2.5
-4.7
-4.6
-5.9
FY15
FY16
FY17E
FY18E
-2.7
Reducing on start of Tamil Nadu
and Noida PPA
FY19E
FY20E
-2.6
Source: MOSL, Company
10 November 2016
24

CESC
We estimate Dhariwal
would need equity support
of ~INR1-2b over FY17-20
Exhibit 54: Dhariwal FCF (post-interest) – INR b
FCF (post-interest) - INR b
-1.0
-1.4
-1.1
-2.3
FY17E
FY18E
FY19E
FY20E
Source: MOSL, Company
10 November 2016
25

CESC
Spencer: EBITDA breakeven by FY20
Losses have started reducing
Performance has improved with an increased focus on costs and closure of unviable
stores. EBITDA margin has improved from loss of ~7% in FY13 to 3.2% in FY16.
Unit sales are better than peers, while gross margins are broadly similar.
Higher overheads are dampening its performance. Given management’s focus on cost,
we expect EBITDA to breakeven by FY20.
CESC operates its organized retail business under the ‘Spencer’ brand (part of its
100% subsidiary Spencer Retail). It acquired the business in 2007 from Pathik Retail,
a promoter group company. Spencer had 118 stores with an area of 1,083k sq.ft as
at end-FY16. While India’s retail sector size is estimated to be more than USD600b,
organized retail represents just 10% of the market. Spencer is ~10% of the size of
the largest organized retail player in India in terms of store area.
Store optimization and focus on opex drive margin improvement
Spencer reported EBITDA loss of INR0.6b in FY16. Although still a drag, it has
improved from loss of INR0.9b in FY13 (and INR1.7b in FY11). Spencer has been
focusing on:
(a) Shifting to larger format stores, which according to the company are more
profitable – 77% of its store area was represented by >15k sq.ft stores in FY16,
as against 66% in FY13 (and 53% in FY11). The change is more an optimization
rather than expansion exercise as the shift is happening primarily through
closing of smaller stores (less than 3k sq.ft stores have reduced from 155 in FY11
to 92 in FY13 and to 70 in FY16).
Exhibit 55: Avg. store size and no. of stores
Average store size k.sq.ft
215
210
182
131
128
122
118
No. of stores (x)
Exhibit 56: Share of >15k sq.ft stores (in area terms)
Share of >15k.sq.ft stores (%)
66
74
75
77
50
53
60
4.2
FY10
4.5
FY11
5.5
FY12
6.7
FY13
8.4
FY14
8.7
FY15
9.2
FY16
FY10
FY11
FY12
FY13
FY14
FY15
FY16
Source: MOSL, Company
Source: MOSL, Company
(b) Increasing unit sales and controlling non-store overheads: Same-store sales have
increased at a CAGR FY13-16 of 7% to INR1,584 sq.ft/m (and at a 10% CAGR over
FY11-16). Higher unit sales and better control over non-store overheads have
led to a 210bp reduction in non-store expenses from 11.2% of sales in FY13 to
9.1% in FY16.
10 November 2016
26

CESC
Exhibit 57: Unit sales increased at 7% CAGR over FY11-16
Sales - INR/sq.ft/month
16
16
11
5
881
FY11
1,021
FY12
1,182
FY13
1,239
FY14
5
1,304
FY15
1,450
FY16
FY13
FY14
FY15
FY16
change yoy - %
Exhibit 58: Non-store overheads as % of sales
11.2
Non-store overheads % of sales
10.1
9.2
9.1
Source: MOSL, Company
Source: MOSL, Company
(c) Rent cost – Rent per sq.ft. has increased by just 2% to INR852 over FY13-16 (and
flat since FY11). Rent as a % of sales has declined ~80bp since FY13 to 4.9% in
FY16 (and 310bp since FY11).
Unit rent cost has increased
at just 2% over FY13-16.
From 5.7% of sales in FY13,
it has declined to 4.9% in
FY16
Exhibit 59: Rent per sq.ft. and % of sales
Rent - INR/sq.ft
8.0
7.3
5.7
5.3
5.0
4.9
Rent as % of sales
849
FY11
893
FY12
805
FY13
790
FY14
776
FY15
852
FY16
Source: MOSL, Company
Resultantly, EBITDA margin has improved ~380bp since FY13 to negative 3.2% in
FY16. Store-level EBITDA (as reported) has improved ~170bp since FY13 to 5.9% of
sales in FY16. Revenues have increased at a 12% CAGR over FY13-16 to ~INR18b, led
by 7% CAGR in store area.
Exhibit 60: Store EBITDA – unit and margin
Store EBITDA margin - %
Store EBITDA - INR/sq.ft/m
Exhibit 61: Implied EBITDA – unit and margin
Implied EBITDA - INR/sq.ft/m
-126
5.9
-83
-66
EBITDA margin - %
-57
-4.4
-46
-3.2
+INR 53/sq.ft/m
4.2
3.1
32
50
4.8
59
4.8
62
85
-7.0
-12.3
-5.3
+INR 80/sq.ft/m
Source: MOSL, Company
Source: MOSL, Company
10 November 2016
27

CESC
Peer comparison suggests significant scope to improve margins
On comparing Spencer’s performance to peers (Reliance Retail and Heritage Foods,
where data are available and comparative), we understand that the company needs
to focus more on reducing cost to improve profitability. Spencer is generating
EBITDA loss, despite higher-than-peers unit sales and broadly similar gross margins.
Spencer generated revenue of INR1,450/sq.ft/month higher than Reliance
Retail’s ~INR1,400 and Heritage’s ~INR1,250 (in FY16)..
..But reported higher losses. Spencer EBITDA margin was negative 3.2% v/s.
Reliance Retail’s +ve 3.2% and Heritage’s loss of 0.7%..
..Even as gross margins were broadly similar at ~20%
Spencer has higher ‘non-store’ cost relative to peers. At 9.1% of sales compared
to Heritage’s 6.9%.
At the store level Spencer’s EBITDA of ~INR85/sq.ft/month is broadly similar to
Heritage’s.
We understand that Spencer needs to particularly focus on rationalizing ‘non-
store’ expenses to improve profitability..
Exhibit 62: Spencer has been underperforming peers…
Spencer
EBITDA margin - %
0.7
Heritage
2.4
Reliance
4.4
4.1
Exhibit 63: …despite similar gross margins
Gross margin - %
19.8
19.4
19.5
19.2
Spencer
Heritage
19.8
19.8
19.7
-0.5
-5.3
-5.3
-3.6
-4.4
-3.2
-0.7
19.2
-7.0
FY13
Source: MOSL, Company
FY14
FY15
FY16
Source: MOSL, Company
Exhibit 64: ...higher unit sales
Spencer
Sales - INR/sq.ft/m
Heritage
Reliance
Exhibit 65: ...similar unit store EBITDA
Spencer
Store EBITDA - INR/sq.ft/m
71
50
59
72
62
Heritage
87
85
85
FY13
FY14
FY15
FY16
FY13
FY14
FY15
FY16
Source: MOSL, Company
Source: MOSL, Company
10 November 2016
28

CESC
Exhibit 66: …and efficient capital deployed…
Spencer
Heritage
Reliance
Net asset - INR/sq.ft/m
11.2
10.8
10.1
9.5
Exhibit 67: …due to higher non-store overheads
Spencer
Heritage
Non-store overheads % of sales
9.2
9.1
7.6
7.6
FY13
FY14
FY15
FY16
FY13
FY14
FY15
FY16
Source: MOSL, Company
Source: MOSL, Company
Spencer to turn EBITDA positive by FY20E
We estimate Spencer would turn EBITDA positive only by FY20E from loss of INR0.6b
in FY16 (or 3.2% of sales). Our estimates are conservative relative to management’s
guidance of EBITDA positive by FY18E. We estimate slow growth of just 3% in store
area by FY20E to 1,225k sq.ft with a further shift toward larger-size stores (84% of
total space). Unit sales are estimated to grow ~8% over our forecast period to
~INR1,970/sq.ft/month, broadly in line with ~8% growth in last four years to FY16.
Margins improvement would be primarily driven by a decline in non-rent overhead
costs from ~18% in FY16 to ~15% by FY20E due to operating leverage and cost
optimization. Spencer would continue to incur PAT loss (which should reduce from
INR1.4b in FY16 to INR0.8b in FY20E) on depreciation and interest cost.
We expect Spencer to turn
EBITDA breakeven by FY20E
on increase in unit sales and
decline in non-rent
overhead cost by ~300bp to
~15% by FY20E
Exhibit 68: Spencer: EBITDA and margin
EBITDA - INR m
EBITDA margin - %
-1.3
-306
-0.4
-112
119
0.4
-733
-596
-3.2
-466
-2.3
-4.4
FY15
FY16
FY17E
FY18E
FY19E
FY20E
Source: MOSL, Company
Spencer’s net loss is
estimated to reduce from
~INR1.4b in FY16 to
~INR1.2b in FY18E and
~INR0.8b in FY20E. It would
continue to rely on equity
support from parent to a
tune of ~INR1.5-0.7b over
FY17E-20E
Exhibit 69: Spencer: PAT and FCF (post-interest) – INR m
PAT
FCF (post-interest)
-1,166
-1,516
FY15
-1,423
-1,344
FY16
-1,310
-1,493
-1,189
-1,016
-1,038
-995
-847
-763
FY17E
FY18E
FY19E
FY20E
Source: MOSL, Company
10 November 2016
29

CESC
Firstsource: PAT to grow at ~14% CAGR over FY16-20E
Firstsource (FS) is the most recent diversification of the CESC group. It is into
Business Process Management (BPM) services. CESC acquired ~55% stake in the
business in October 2012, then a struggling debt-laden company, and has since
directed it on the path of revival. FS is listed on NSE/BSE under the ticker
FSL/532809.
FS recorded revenues of INR32b in FY16 (or USD485m), implying modest ~4% CAGR
since its acquisition in FY13. However, EBITDA has increased at ~12% CAGR over the
period to ~INR4b, driven by cost optimization. It had employee strength of 23.8k,
which has reduced at ~9% CAGR over FY13-16. Geographically, the US represented
55% of its revenue and 42% of EBITDA in FY16. The UK follows with a 37% revenue
share, but a higher 51% EBITDA share. Healthcare and telecom/media represent the
major end-use industries (~8% share of revenues each), followed by banking and
financials (at 24%).
Exhibit 70: Share of revenue by region FY16 – %
RoW
2%
India
6%
Exhibit 71: Share of revenue by sector – %
Others
0%
BFSI
24%
UK
37%
N. America
55%
Telecom/
Media
37%
Source: MOSL, Company
Healthcare
39%
Source: MOSL, Company
We estimate revenues to increase at ~12% CAGR over FY16-18E to INR40b (or
USD580m), driven by the acquisition of ISGN and the sole partnership agreement
with Sky. Thereafter, we estimate 7% growth in revenues, which is conservative v/s
NASCOM’s BPM market growth forecast of 8-9%. EBITDA margins are estimated at
~13% over the forecast period (FY17E-20E). We estimate PAT to increase 21% YoY to
INR3.2b in FY17 and 17% YoY to INR3.7b in FY18, and grow at ~10% thereafter due
to lower interest cost.
10 November 2016
30

CESC
Exhibit 72: Revenue – INR m and USD m
Revenue - INR b
518
514
497
Revenue - USD m
542
580
620
664
8.2
9.9
Exhibit 73: EBITDA (INR m) and margin (%)
EBITDA - INR m
11.7
12.5
12.5
EBITDA margin %
13.1
13.1
12.8
12.8
471
494
23
28
31
30
32
37
41
43
46
1,851 2,796 3,621 3,808 4,048 4,839 5,310 5,579 5,932
FY12 FY13 FY14 FY15 FY16 FY17E FY18E FY19E FY20E
Source: MOSL, Company
FY12 FY13 FY14 FY15 FY16 FY17E FY18E FY19E FY20E
Source: MOSL, Company
With strong free cash flow generation, FS is estimated to become a debt-free
company by FY19.
Exhibit 74: Strong FCF generation at Firstsource
FCF post interest - INR b
4,390
3,009
2,093
940
1,272
-1,316
-5,707
FY14
FY15
FY16
FY17E
FY18E
FY19E
FY20E
FY14
FY15
FY16
FY17E
FY18E
FY19E
FY20E
3,213
3,634
Exhibit 75: Firstsource to be net cash company by FY19E
9,998
Net debt
8,887
7,624
5,531
2,318
Source: MOSL, Company
Source: MOSL, Company
10 November 2016
31

CESC
Distribution sector – apt for gradual privatization
Electricity distribution sector in India is predominantly state-owned (DISCOMs). In
our view, its size is more than USD3.9t. However, it terms of performance, it has
been extremely weak. It recorded operating loss of more than USD0.5t in FY15 (not
made profit at least for last 15 years, according to available data), has debt burden
of more than INR4t and rising, and is dependent on state subsidy of ~INR0.4t (in
FY15) to remain functional.
Exhibit 76: DISCOMs revenues – INR b
Revenue (w/o subsidy) - INR b
13% CAGR growth over FY02-15
Exhibit 77: DISCOMs operating losses – INR b
EBITDA loss - INR b
646
548
20
15
13
509
EBITDA loss % of sales
FY13
Source: MOSL, PFC
FY14
FY15
Source: MOSL, PFC
Exhibit 78: DISCOMs net cash loss (after subsidy) – INR b
DISCOMs net cash losses (after subsidy) - INR b
690
433
605
571
454
Exhibit 79: DISCOMs subsidy received – INR b
DISCOMs subsidy received - INR b
461
361
191
203
258
368
257
83
109
348
128
165
157
FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15
Source: MOSL, PFC
FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15
Source: MOSL, PFC
DISCOMs’ poor health can be ascribed to their high AT&C losses – more than 20%.
The losses are high due to less-than-adequate capital investments, malice in the
system (at times political or even operational) and declining share of consumption
by cross-subsidizing customers on account of high tariffs.
10 November 2016
32

CESC
Exhibit 80: AT&C losses of DISCOMs – %
AT&C losses - %
30.6
29.6
27.7
26.8
26.0
27.0
25.4
24.6
3.67
3.14
Exhibit 81: DISCOMs cost of supply and tariff gap – INR/kWh
avg. cost of supply
4.75
4.16
3.54
3.85
avg. tariff (incl. subsidy)
5.03
4.19
5.18
4.42
5.20
4.60
22.7
FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15
Source: MOSL, PFC
FY10
FY11
FY12
FY13
FY14
FY15
Source: MOSL, PFC
The ‘UDAY’ scheme is helpful as it rightly shifts the past burden of DISCOMs to the
respective state government (although there are some loopholes, they are not much
relevant for our present discussion), lays a stern timeline for AT&C loss reduction,
provides subsidy for capex and mandates quarterly tariff revisions. Even on
optimistic assumptions, our all-India DISCOMs economics model suggests that
DISCOMs would still be making ~INR0.3t operational losses by FY19E.
Exhibit 82: All-India DISCOM economics – INR/kWh
Agricultural
Growth (%)
Residential
Growth (%)
Commercial
Growth (%)
Industrial
Growth (%)
Others
Growth (%)
Realization - on energy sold
Realization - on input energy
Growth (%)
Other income - on input energy
All-in realization - on input energy
Input cost (ex-Int/Dep)
Power purchase cost
Employee
Oth. Operating
Subsidy req. for EBITDA break-even
INR b
provided
FY13
1.46
14.5
3.54
10.0
7.32
13.9
5.93
3.6
5.47
42.9
4.39
3.63
18.2
0.37
4.00
4.81
4.02
0.42
0.37
0.81
647
361
FY14
1.76
20.8
3.83
8.3
7.74
5.7
6.65
12.1
5.06
-7.4
4.73
3.96
9.0
0.31
4.26
4.90
4.22
0.43
0.24
0.63
528
368
FY15
1.93
5.0
4.03
5.3
8.05
4.0
6.28
-5.6
6.73
5.0
4.90
4.01
1.5
0.36
4.38
4.94
4.34
0.45
0.15
0.56
509
461
FY16
2.04
5.3
4.29
6.4
8.32
3.4
6.50
3.6
7.07
5.0
5.10
4.16
3.7
0.37
4.54
5.12
4.46
0.46
0.20
0.58
577
FY17E
2.14
5.3
4.56
6.4
8.60
3.4
6.74
3.6
7.42
5.0
5.33
4.36
4.8
0.38
4.75
5.27
4.59
0.47
0.21
0.52
562
FY18E
2.26
5.3
4.86
6.4
8.89
3.4
6.98
3.6
7.80
5.0
5.57
4.63
6.1
0.40
5.03
5.43
4.72
0.48
0.23
0.40
470
FY19E
2.37
5.3
5.17
6.4
9.19
3.4
7.24
3.6
8.19
5.0
5.82
4.91
6.1
0.41
5.32
5.59
4.86
0.49
0.24
0.27
333
FY20E
2.50
5.3
5.50
6.4
9.50
3.4
7.50
3.6
8.59
5.0
6.09
5.28
7.4
0.42
5.70
5.75
5.00
0.50
0.25
0.05
72
Source: MOSL, Company
Although ‘UDAY’ is unlikely to get DISCOMs out of red, it along with certain other
developments in the sector lays the groundwork for acceleration in privatization of
the distribution sector.
‘UDAY’ limits ability to park losses
as banks are no longer allowed to fund
DISCOM losses. States earlier could build up on their inefficiencies by parking
them on DISCOMs’ balance sheets. ‘UDAY’ fills this loophole. This, in our view,
10 November 2016
33

CESC
would put pressure on state governments to make quick decisions on
underperforming/socially acceptable areas that can be privatized to reduce
losses.
Private DISCOMs have outperformed:
Although not universally, private entities
have demonstrated satisfactory performances. Targets such as ‘Power for All’
and increasing agriculture supply in areas where electricity supply economics
are unfavorable would put strain on state government balance sheets and their
ability to fund capex. Privatization is a way out, in our view.
Exhibit 83: Performance of private sector companies in distribution sector
Region
Bhiwandi
Nagpur
Sagar
Gaya
Delhi (Tata)
Agra
Kanpur
Jalgaon
Aurangabad
Ujjain
Muzaffarpur
Bhagalpur
State
Maharashtra
Maharashtra
MP
Bihar
Delhi
UP
UP
Maharashtra
Maharashtra
MP
Bihar
Bihar
Takeover
Date
Jan-07
May-11
Dec-12
Jan-14
Apr-04
Apr-10
Apr-10
Nov-11
May-11
Aug-14
Jan-14
Jan-14
Before
61.4
30.4
42.0
58.0
45.0
42.0
47.0
29.1
20.2
NA
NA
AT&C
Latest
21.9
15.9
30.0
45.0
8.8
Latest
Data For
FY15
FY15
FY14
FY16
FY16
Licensee
Torrent Power
Essel
Essel
India Power
Tata
Remarks
Operating satisfactory
28.0
18.8
NA
NA
FY15
FY15
CGL
GTL
Essel
SMPL
Not satisfactory
Cancelled
Contract terminated
Contract terminated
Terminated
Source: MOSL, Regulatory filings
Complexity in operations
has increased with a focus on renewables, net
metering and requirement for time-of-day tariffs. All these changes require data
analytics and technological upgrades. Our checks with public DISCOMs suggest
that this is one area where public DISCOMs have a major disadvantage (other
than capital availability). Public DISCOMs often get entangled in procedural
delays, scope issues and implementation with IT companies. Our interaction
with private entities suggests that data analytics (something which public
DISCOMs have not adopted well) is critical to understand the rationale behind
losses. With increasing complexity and the lack of technological prowess among
public companies, we believe the shift to privatization would only accelerate.
Draft Electricity Act proposal for splitting carriage and content
would
encourage competition in the content business as it splits the wire and supply
business. It does away with the current stringent licensing requirement in
distribution and opens the sector for competition. Although the proposal is
being opposed, it is likely to be introduced as an optional guideline rather than a
mandatory one.
Various other developments
like open-access, along with price transparency
through exchanges and oversupplied generation market, have made DISCOMs’
operations even more transparent. Measures like ‘Power for All’ would
gradually shift the focus from ‘availability of power’ to ‘quality availability of
power’, which cannot be accomplished by DISCOMs without incurring capex.
While various models are available for privatization, the input-based distribution
franchisee model has been generally preferred in all the recent bids.
10 November 2016
34

CESC
Exhibit 84: Various models for privatization of DISCOMs
Source: MOSL
The working of input-based franchisee model is:
Franchisee bids for the price at which it would buy power from the DISCOM
(called ‘Bulk Supply Price’); the highest bidder is the winner.
Franchisee raises bill at the tariff decided by the regulator and pays the DISCOM
for input energy at the bid price.
Franchisee keeps with itself the surplus revenue left after paying the DISCOM.
Thus, the faster it is able to reduce losses, the more is the surplus available.
Franchisee earnings are directly correlated to energy it bills/realizes. The more
the energy quantity billed, the higher is the surplus.
Franchisee makes the required investment in network infrastructure and
maintenance. All operations of the distribution area (like new connections,
billing and complaint resolution) are undertaken by the franchisee.
Our interactions with private companies and the past bid results suggest that
companies prefer to participate in urban areas, where agriculture load is very low.
Agriculture supply is generally perceived to come with political interference and is
difficult to manage. As per the Planning Commission study in 2011 on privatization
of DISCOMs, there are 255 cities in India where privatization can be adopted.
CESC secures Kota and Bharatpur in distribution franchisee bidding
CESC won the distribution circles of Kota and Bharatpur in Rajasthan in the recent
input-based distribution franchisee bidding. Competition was limited with Tata
Power being the only other eligible bidder.
Agriculture consumption is low in both the circles. Billed tariff is above INR5/kWh,
broadly similar to metro cities. AT&C losses are above 25%.
10 November 2016
35

CESC
Exhibit 85: Kota consumption by category (in MUs)
Others
8%
Industry
20%
Domestic
47%
Exhibit 86: Bharatpur consumption by category (in MUs)
Others
2%
Domestic
33%
Industry
48%
Agriculture
0%
Commercial
Public
11%
works
6%
Source: MOSL, Rajasthan DISCOM
Public
works
5%
Commercial
19%
Agriculture
1%
Source: MOSL, Rajasthan DISCOM
Exhibit 87: Kota distribution area – few operating parameters
Input Energy - MU
Unit Billed - MU
AT&C loss - %
T&D loss - %
Collection efficiency - %
Avg. billing rate - INR/kWh
Avg. realization - INR/kWh
FY11
937
682
26.8
22
94
3.69
2.70
FY12
919
724
28.0
21
91
4.29
3.09
FY13
FY14
FY15
937
974
1,088
712
731
765
29.2
26.0
29.7
24
25
30
93
99
100
5.24
5.52
5.62
3.71
4.08
4.07
Source: MOSL, Rajasthan DISCOM
Exhibit 88: Bharatpur distribution area – few operating parameters
Input Energy - MU
Unit Billed - MU
AT&C loss - %
T&D loss - %
Collection efficiency - %
Avg. billing rate - INR/kWh
Avg. realization - INR/kWh
FY11
242
194
22.5
20
97
4.00
3.10
FY12
262
212
21.1
19
97
4.63
3.65
FY13
273
213
23.6
22
98
5.47
4.18
FY14
287
226
27.4
20
91
5.81
4.17
FY15
317
230
27.4
27
100
5.93
4.31
Source: MOSL, Rajasthan DISCOM
There is limited guidance on these businesses, given their relatively small size and
management’s wait-and-watch stance. Based on our analysis of target AT&C loss
reduction to 15% in five years and input rates (Bulk Supply Price) available from the
bidding document, we estimate the gap earned (i.e. realized price less input price) is
likely to range between INR 0.5-0.8/kWh of input energy over the first five years in
both the distribution areas. Rajasthan DISCOMs and all-India DISCOMs average
power supply operating cost is ~INR 0.7-0.9/kWh. CESC believes that it can be
competitive compared to public DISCOMs. We consider supply cost of INR0.5/kWh
to increase ~4% annually.
10 November 2016
36

CESC
Exhibit 89: Kota realization and cost at input energy
Avg. realization - INR/kWh
4.50
3.56
Avg. purchase cost - INR/kWh
4.66
3.79
4.89
4.07
Exhibit 90: Kota gap earned and AT&C loss reduction
Gap - INR/kWh
AT&C reduction - %
4.07
3.49
4.27
4.13
29.7
26.1
22.1
0.70
Y3
19.1
0.60
Y4
15.1
0.76
Y5
0.58
Y1
Y2
Y3
Y4
Y5
Y1
0.71
Y2
Source: MOSL, Rajasthan DISCOM
Source: MOSL, Rajasthan DISCOM
Exhibit 91: Bharatpur realization and cost at input energy
Avg. realization - INR/kWh
4.31
4.57
3.85
4.74
3.93
4.06
Avg. purchase cost - INR/kWh
4.86
5.04
4.33
4.40
Exhibit 92: Bharatpur gap earned and AT&C loss reduction
Gap - INR/kWh
AT&C reduction - %
27.4
23.1
20.1
18.1
15.1
0.64
Y5
0.46
Y1
Y2
Y3
Y4
Y5
Y1
0.64
Y2
0.69
Y3
0.53
Y4
Source: MOSL, Rajasthan DISCOM
Source: MOSL, Rajasthan DISCOM
Based on our preliminary analysis, we estimate Kota to generate EBITDA of INR 95-
405m annually in the first five years. Bharatpur is estimated to generate EBITDA of
negative INR50–90b annually. CESC has committed capex of INR2b in these
distribution circles over next five years.
Exhibit 93: Kota EBITDA and capex
EBITDA - INR m
Capex - INR m
405
268
95
-458
Y1
-458
Y2
-458
Y3
Y4
Y5
275
-153
159
56
-532
-15
Y1
Y2
Y3
84
48
Y4
Y5
92
143
143
143
34
167
Exhibit 94: Bharatpur EBITDA and capex
EBITDA - INR m
Capex - INR m
Source: MOSL, Rajasthan DISCOM
Source: MOSL, Rajasthan DISCOM
We estimate PAT of less than ~INR150m p.a. in both these circles together. Given
that the quantum is insignificant and our estimates are only preliminary based on
market understanding, we do not incorporate the numbers into our model.
10 November 2016
37

CESC
Exhibit 95: Kota PAT
PAT - INR m
124
91
14
-19
Y1
Y2
Y3
-20
Y4
-31
Y5
Y1
Y2
Y3
Y4
Y5
Source: MOSL, Rajasthan DISCOM
147
17
Exhibit 96: Bharatpur PAT
PAT - INR m
27
18
Source: MOSL, Rajasthan DISCOM
CESC well placed to gain from privatization of DISCOMs
CESC is among the few companies in India with experience in electricity distribution.
The other notable companies are Tata Power, Torrent Power and Essel Utilities.
CESC is operating the Kolkata distribution circle for the past 100+ years and has
expertise in managing the unique issues related to operating in India (e.g.,
regulatory requirements, handling value-for-money customer class, subsidized tariff
structure and unionized operating environment).
The market potential is huge, while competition is limited. Our estimates do not
factor in the company’s advantageous position. CESC has the balance sheet strength
and considers distribution as a key growth area. Thus, we believe CESC is a well-
balanced play on the opening up of the distribution sector in India.
10 November 2016
38

CESC
Valuation
Initiating with Buy and TP of INR940/share
FCF of ~INR2-10b p.a.
represents ~11% of market
capitalization.
We expect CESC’s PAT/ROE to more than double in the two years on
commencement of long-term power supplies at Dhairwal and growth at Firstsource.
Earnings growth would continue on back of steady growth at the integrated utility
business and improvement at Spencer. CESC is of the few private power sector
companies with visibility and momentum of earnings growth. FCF generation is
estimated to be healthy at ~INR11b – an FCF yield of ~11%. The regulated integrated
utility business generates steady cash (FCF of INR5-9b p.a.) further aided by
improving performance at Firstsource (FCF of INR2-4b p.a), thus more than
absorbing the temporary losses at Dhariwal and Spencer. It provides deleveraging
visibility from an already healthy 1.8x net debt-to-equity in FY16 to 1.0x by FY20E.
For ~14% RoE and steady growth the stock currently trades at ~1.2x FY18E. The
valuations do not factor the long-term value potential of the untied capacity at
Dhariwal and potential at Spencer. At current stock price the market is probably
factoring that Dhariwal would remain under-utilized (continue to operate at 50%
PLFs) over its life.
At current stock price, the
market is probably factoring
in that Dhariwal would
perpetually remain at 50%
PLF
Exhibit 97: What is CESC’s current stock price probably implying
164
573
(164)
574
26
53
7
660
Source: MOSL, Company
The loss making business of
Dhariwal and Spencer have
long-term potential and
CESC has the ability to
unlock value.
We believe Dhairwal remaining untied for rest of its asset life it is highly unlikely for
the growth potential which Indian power market offers. While there are a number
of untied power generation capacities in the system, we believe, CESC is one of the
few that has the balance strength to play the cycle. It is significant better positioned
to wait for lucrative deals until the electricity market balances. This, in our view
deserves premium. Even the losses at Spencer are a drag on overall returns. CESC
has demonstrated cost excellence in past – ~380bps margin improvement over
FY13-16. We believe with continued focus on cost, optimizing stores and increasing
unit sales, Spencer can turn operating break-even by FY20E. Where we to assume
Dhariwal and Spencer turnaround by FY20E (refer Bull case scenario), CESC would be
generating RoE of ~20% and net debt-to-equity of less than 1x.
Considering the above factors we value CESC on SOTP – mix of DCF (for power
businesses) and relative (for other business) valuation. In our view SOTP best
captures the long-term value potential of the businesses. Moreover, earnings mix is
expected to diversify from ~1% of consolidated PAT in FY16 coming from less capital
intensive business (Spencer and Firstsource) in FY16 rising to ~16% by FY20. This
warrants SOTP to better capture value of different businesses, in our view.
10 November 2016
39

CESC
Exhibit 98: CESC’s target price build-up – INR/share
141
164
603
5
773
27
940
Power business represents
~80% of our target value
Standalone
Haldia
Dhariwal
Power
Spencer
Firstsource
Others
(rounded)
CESC TP
Source: MOSL, Company
While not captured in our valuation, we believe CESC also offers one of the best
plays on the privatization of electricity distribution sector in India. It has more than
100 years of experience in the sector and is amongst the few players in the sector.
Notably, it recent won the privatization round at Kota and Bharatpur.
Our SOTP based target price is INR940/sh. Power business represents ~80% of our
target value. The implied P/BV is 1.9x FY18E. We initiate coverage on CESC with Buy
rating with an upside of 60%.
Exhibit 99: CESC target price derivation
Business
Method
CoE
(%)
a. Power business
Standalone Gen. & distribution
Haldia
Gen. & transmission
Dhariwal
Generation
b. Spencer
Retailing
c. Firstsource
Business process o/s
Mall/renewable &
d. Others
others
Less: Cricket loss
TP
PE FY18E
DCF based
DCF based
EV/sales FY18E
PE FY18E
EV/EBITDA
FY18E
Rounded
11.6
11.6
11.6
Sus.
RoE Valuation Base Stake
Gr. FY17- Multiple Value
(%) 20E (%)
(x)
%
5.0
16.8
10.6
7,549 100.0
100.0
100.0
23,063 100.0
3,755 55.5
908 100.0
EV Debt &
Eq. cont.
INR m INR m
212,393 109,451
125,255 44,864
50,050 28,207
37,089 36,380
9,225 5,674
36,114 2,318
5,448
3,346
Value
Value
0.40
9.0
6.00
INR m INR/sh.
102,942
773
80,391
603
21,843
164
709
5
3,551
27
18,771
141
2,102
-1,000
16
-8
940
Key risk:
(a) Slower-than-expected electricity demand growth in its distribution
license area leading to moderation in distribution capex investment, (b) Delay in
commissioning of the Noida PPA at Dhariwal and (c) Impact of ‘Brexit’ on Firstsource
– derives ~40% of revenues from UK.
Relative valuations
Rating
Powergrid
NTPC
JSW Energy
CESC
Coal India
Buy
Buy
Buy
Buy
Neutral
CMP
TP
Upside
%
16
29
45
57
3
(INR) (INR)
180
154
59
599
318
209
199
86
940
327
MCAP
(USD M)
14,211
19,127
1,459
1,201
30,227
EPS
FY16
11.5
12.3
8.5
27.8
22.6
FY17E
14.2
11.9
4.6
40.9
17.0
FY18E
16.8
14.3
6.7
64.7
21.1
P/E (x)
FY17E
12.7
13.0
13.0
14.6
18.7
FY18E
10.7
10.8
8.9
9.3
15.0
P/B(x)
FY17E
1.9
1.3
1.1
1.4
5.7
FY18E
1.7
1.2
1.0
1.2
5.5
RoE (%)
FY17E
16.1
10.6
8.6
9.1
31.3
FY18E
16.6
11.9
11.8
14.1
37.5
10 November 2016
40

CESC
Bull and Bear case
Bull case
Dhariwal PPA for remaining capacity of 300MW is secured by FY19 on higher-
than-expected electricity demand growth in India.
Spencer turns EBITDA break-even by FY18 in-line with management’s guidance
and generates margin of ~4% by FY20E in line with Reliance Retail.
In the Kolkata utility business, distribution capex grows at the FY10-16 CAGR of
~13% as against ~9% growth estimated in our base case on higher-than-
expected demand growth in its circle area led by improvement in standard of
living.
Long-term sustainable growth in the Kolkata utility business turns to be higher
at 7% as against 5% in our base case estimate.
Bear case
Dhariwal power plants continues to operate at 50% PLF (remaining 300MW
does not secure a PPA) at least until FY25E as renewables become competitive.
Moreover, the 187MW PPA with Noida that is likely to start in FY18 gets delayed
to FY21E.
Spencer losses continue at current levels facing risk from online retail and
weaker than expected turnaround.
In the Kolkata utility business, distribution capex growth tapers down to less
than 3% as consumers shift to roof-top solar based power generation and
battery back-up reducing the requirement for distribution network.
Long-term sustainable growth in the Kolkata utility business turns to be at 3% as
against 5% in our base case estimate.
Firstsource revenues grow at just 3% v/s. our base case estimate of 7-10%
growth.
Exhibit 100: Bull and Bear case scenario
FY17E
136
32
5.4
1.8
9.1
14.6
1.4
Base case
FY18E FY19E
148
156
35
36
8.6
9.5
1.5
1.2
14.1
13.9
9.2
8.3
1.2
1.1
940
FY20E
164
37
10.6
1.0
13.7
7.5
1.0
FY17E
136
32
5.7
1.8
9.4
14.0
1.4
Bull case
FY18E
FY19E
148
164
35
41
9.1
14.7
1.6
1.2
14.8
20.5
8.7
5.4
1.2
1.0
1,140
FY20E
174
44
16.7
0.9
19.4
4.8
0.8
FY17E
133
30
4.6
1.8
7.7
17.3
1.4
Bear case
FY18E
FY19E
141
146
28
27
4.6
4.5
1.6
1.4
7.9
7.4
17.3
17.6
1.3
1.3
670
FY20E
152
26
4.4
1.3
6.8
18.1
1.2
Revenue
EBITDA
PAT
Net debt/Equity
RoE
P/E
P/BV
SOTP
Source: MOSL, Company
10 November 2016
41

CESC
SWOT ANALYSIS
STRENGTHS
Of the few private sector players in the
electricity distribution sector where it has
more than 100 years of experience.
Strong project execution capability
completing power plants within reasonable
cost estimates despite the regulatory logjam
in the last few years.
One of the best balance sheets in the private
power sector in India.
THREATS
Open-access and decline in
electricity demand in its
distribution area.
Squeezing of incentives (like
SHR efficiency, AT&C loss
target, Auxiliary
consumption) by regulator.
Machine learning and
artificial intelligence can
impact the opportunity size
of the BPM business.
Online retail is a major
threat to its organized retail
business.
WEAKNESS
Regulator has to approve
capital investment & operating
expenses (controllable and
pass-through). The expenses
can be disallowed if the
regulator is not convinced,
impacting earnings.
Unexpected sharp increase in
uncontrollable expenses (like
O&M costs) in generation and
distribution can impact returns.
Tariffs are set by regulator
which restricts the company’s
ability to pass-on the cost
increase on consumers.
OPPORTUNITY
Opening up of electricity distribution sector
in India.
Growth in electricity demand and
improvement in PLFs.
Penetration of organized retail which
currently represents just 10% of the market
size.
10 November 2016
42

CESC
Financials and Valuations
Income Statement
Y/E March
Net Sales
Change (%)
Total Expenses
EBITDA
% of Net Sales
Depn. & Amortization
EBIT
Net Interest
Other income
PBT before EO
EO expense
PBT after EO
Tax
Rate (%)
Reported PAT
Minority and Associates
Adjusted PAT
Change (%)
2012
58,917
13.8
49,195
9,722
16.5
3,401
6,321
3,451
1,323
4,193
257
3,936
1,492
37.9
2,445
14
2,716
5.6
2013
75,567
28.3
62,906
12,661
16.8
3,645
9,016
4,304
1,437
6,149
-418
6,567
1,758
26.8
4,809
-215
4,176
53.8
2014
101,109
33.8
84,883
16,226
16.0
4,714
11,512
5,660
1,734
7,585
0
7,585
1,856
24.5
5,729
-813
4,916
17.7
2015
110,666
9.5
91,721
18,945
17.1
5,889
13,056
9,565
1,490
4,981
0
4,981
1,992
40.0
2,989
-1,004
1,985
-59.6
2016
118,995
7.5
90,513
28,483
23.9
7,725
20,758
14,856
2,191
8,092
40
8,052
3,087
38.3
4,965
-1,301
3,704
86.6
2017E
135,582
13.9
103,942
31,640
23.3
8,717
22,922
14,699
2,163
10,386
8,989
1,398
3,396
243.0
-1,999
-1,543
5,447
47.1
(INR Million)
2018E
147,720
9.0
113,104
34,616
23.4
8,986
25,630
13,995
2,445
14,079
0
14,079
3,663
26.0
10,416
-1,790
8,626
58.4
Balance Sheet
Share Capital
Reserves
Net Worth
Minority Interest
Total Loans
Deferred Tax Liability
Capital Employed
Gross Block
Less: Accum. Deprn.
Net Fixed Assets
Capital WIP
Goodwill
Investments
Curr. Assets
Inventories
Account Receivables
Cash and Bank Balance
Others
Curr. Liability & Prov.
Account Payables
Provisions & Others
Net Curr. Assets
Appl. of Funds
2012
1,256
47,167
48,423
27
52,947
0
101,397
2013
1,256
50,180
51,436
7,425
96,608
285
155,753
146,690
60,502
86,189
51,097
22,938
976
51,937
4,342
16,201
14,314
17,081
57,383
5,775
51,608
-5,446
155,753
2014
1,256
55,094
56,350
9,079
119,164
332
184,925
185,350
65,631
119,719
53,117
25,392
737
50,798
5,383
15,302
12,422
17,692
64,838
5,318
59,521
-14,040
184,925
2015
1,332
58,958
60,290
10,004
142,020
832
213,146
258,955
72,685
186,270
4,102
22,417
735
65,858
6,625
17,066
16,453
25,714
66,235
6,007
60,228
-377
213,146
2016
1,332
61,345
62,677
11,497
149,053
795
224,022
270,708
79,807
190,901
5,130
22,907
801
66,632
6,967
14,146
18,182
27,336
62,350
5,981
56,369
4,282
224,022
2017E
1,332
56,205
57,537
13,040
148,428
795
219,800
279,646
88,524
191,123
5,130
24,692
801
62,429
7,437
16,550
20,095
18,348
64,376
6,967
57,408
-1,947
219,800
(INR Million)
2018E
1,332
63,232
64,564
14,830
145,372
795
225,561
289,992
97,510
192,482
5,130
24,692
801
68,493
7,826
17,737
24,583
18,348
66,038
7,607
58,431
2,455
225,561
82,696
24,542
0
914
39,719
4,077
9,941
14,283
11,418
46,474
4,342
42,133
-6,755
101,397
10 November 2016
43

CESC
Financials and Valuations
Ratios
2012
Basic (INR)
EPS
Cash EPS
BV/Share
DPS
Payout (%)
Valuation (x)
P/E
Cash P/E
P/BV
EV/EBITDA
Dividend Yield (%)
Return Ratios (%)
RoE
RoCE (post-tax)
RoIC (post-tax)
Working Capital Ratios
Fixed Asset Turnover (x)
Asset Turnover (x)
Debtor (Days)
Inventory (Days)
Leverage Ratio (x)
Net Debt/MW
Net Debt/EBITDA
Debt/Equity
21.6
48.7
385.5
5.0
23.1
2013
33.2
62.3
409.5
7.0
21.1
2014
39.1
76.7
448.6
8.0
20.4
2015
14.9
59.1
452.6
9.0
60.4
2016
27.8
85.8
470.5
10.0
36.0
2017E
40.9
106.3
431.9
10.0
24.5
2018E
64.7
132.2
484.6
10.0
15.4
40.4
10.2
1.3
10.9
1.5
17.0
5.5
1.0
6.8
2.1
14.6
5.6
1.4
6.6
1.7
9.2
4.5
1.2
5.8
1.7
5.7
6.6
6.3
8.4
6.8
10.3
9.1
6.7
10.9
3.4
6.3
6.0
6.0
9.1
7.4
9.1
9.8
-18.9
14.1
11.0
11.2
0.7
0.6
62
25
15
4.0
0.8
0.9
0.5
78
21
26
6.5
1.4
0.8
0.5
55
19
34
6.6
1.6
0.6
0.5
56
22
40
6.6
1.8
0.6
0.5
43
21
29
4.6
1.8
0.7
0.6
45
20
29
4.1
1.8
0.8
0.7
44
19
28
3.5
1.5
(INR Million)
2018E
34,616
-936
0
-3,663
30,017
-10,346
0
0
2,445
-7,902
0
-3,057
-13,995
-1,599
1,023
-17,628
4,488
20,095
24,583
Cash flow statement
EBITDA
WC
Others
Direct taxes (net)
CF from Op. Activity
Capex
Interest income
Investments in subs/assoc.
Others
CF from Inv. Activity
Share capital
Borrowings
Finance cost
Dividend
Others
CF from Fin. Activity
(Inc)/Dec in Cash
Opening balance
Closing balance (as per B/S)
2012
9,722
-272
1,102
-1,445
9,108
-24,519
576
-406
74
-24,276
20
16,434
-3,642
-579
1,126
13,360
-1,809
16,091
14,283
2013
12,661
5,406
1,968
-1,479
18,556
-36,148
770
-5,127
2,581
-37,924
10
24,494
-5,465
-726
1,085
19,399
31
14,283
14,314
2014
16,226
7,301
1,125
-2,141
22,511
-34,209
670
0
912
-32,627
37
19,282
-11,134
-1,021
1,061
8,225
-1,891
14,314
12,422
2015
18,945
-10,274
2,729
-2,506
8,895
-19,509
550
-369
1,155
-18,172
5,021
20,980
-11,978
-1,168
454
13,309
4,031
12,422
16,453
2016
28,483
-4,025
3,132
-3,311
24,280
-12,675
329
-681
1,076
-11,952
117
6,420
-15,303
-3,009
1,176
-10,599
1,729
16,453
18,182
2017E
31,640
7,102
-8,989
-3,396
26,357
-10,724
0
0
2,163
-8,561
0
-625
-14,699
-1,599
1,039
-15,883
1,913
18,182
20,095
10 November 2016
44

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46