Brief Rationale September 17, 2013 RATING RATIONALE-CUM-PRESS RELEASE CARE ASSIGNS ‘CARE A’ RATING TO THE PROPOSED NCD ISSUE OF FUTURE RETAIL LTD Ratings Amount (Rs. crore) Instrument Non-Convertible Debentures 300.00 Total 300.00 Ratings1 Remarks CARE A [Single A] Assigned with credit watch* * The above rating is on credit watch on account of proposed merger of FRL’s 100% subsidiary FVRL with itself along with realignment of fashion business. Rating Rationale The ratings continue to derive strength from the experienced promoters and management team, Future Retail Limited’s (FRL) proven track record with a leading position in the organized retail business in India and pan-India presence across multiple formats. The ratings also derive strength from the company’s ability to raise capital, on-going divestments across non-core businesses and management focus as regards reduction of debt. The ratings, however, continue to be constrained by moderate debt coverage ratios of FRL, working capital intensive nature of the business and intense competition, which can adversely impact the profitability of FRL. Furthermore, the ratings continue to factor in the support FRL may have to extend to its loss-making subsidiaries/joint ventures, until such time that they are either financially stable or FRL’s stakes in the same have been sold. The ability of FRL to obtain the necessary approvals towards concluding its planned disinvestments and consequently monetize investments in its subsidiaries and joint ventures in a timely manner, improve profitability margins in the competitive industry scenario, manage its working capital requirements efficiently amidst growing scale of operations and improve debt coverage parameters via expected infusion of equity are the key rating sensitivities. Background FRL is the flagship company of the Future Group (one of India’s largest retailers). Currently, FRL is engaged in home & electronics retailing (on standalone basis) and into value and fashion retailing through the wholly-owned subsidiary-Future Value Retail Limited (FVRL). As on December 31, 2012, FRL, along with FVRL, had 458 stores with 14.28mnsqft of retail area. This excluded the 90 stores of ‘Pantaloons’ and ‘Pantaloons Factory Outlet’ format business, which were demerged from FRL. FRL is in the process of realigning its businesses in order to create a simplified business structure with independent companies in hypermarket and supermarket chains (FRL), fashion (Future Lifestyle Fashions, FLFL) and food and FMCG businesses (Future Ventures India Ltd, FVIL).FRL is also in the process of merging its 100% subsidiary FVRL with itself. 1 Complete definition of the ratings assigned are available at www.careratings.com and other CARE publications Credit Analysis & Research Ltd., 4th Floor, Godrej Coliseum, Somaiya Hospital Road Sion East, Mumbai – 400 022. INDIA Tel # 022 6754 3456 Fax # 6754 3457 Brief Rationale The various businesses under the three formats, post-realignment, are as follows: Company Name Nature of Business Formats Included Other Investments Big Bazaar Future Supply Chain Food Bazaar Solutions Hypermarkets, FBB Future Lifestyle Supermarkets, Home Home Town Fashions Future Retail Ltd improvement and eZone Future Ventures consumer durables chains Other specialty Apollo &Goldmohur formats like Apparel Parks Foodhall etc. Capital First AND BIBA Fashion company with Central Turtle Future Lifestyle department stores and Brand Factory Indus Lee Crafts Fashions Ltd portfolio of company- aLL Celio owned private brands Planet Sports Clarks Holii KB’s Fairprice Big Apple Integrated food and FMCG Capital Foods Future Ventures Aadhaar company with food parks Amar Chitra Katha Tasty Treat Fresh n Pure On June 4, 2012, the private equity firm Warburg Pincus entered into a definitive agreement with FRL and FVRL to acquire 40% stake in Future Capital Holdings (FCH) for Rs.420 crore. The deal was completed on September 28, 2012. Currently, FRL’s holding in Capital First Ltd (rated CARE AA+ / CARE A1+ for its bank facilities and non-convertible debentures) has reduced to 9.12%. Furthermore, through other subsidiaries & JVs, FRL also has presence in retail support services, & insurance (life & non-life through JV with Generali, FRL effectively holds 49.5% stake in the JV). FRL is in the process of selling off its stakes in the insurance businesses. The proceeds of the above NCD will be utilized for refinancing of debt. On consolidated basis, FRL reported PAT of Rs.345 crore (vis-à-vis Rs.144 crore in FY11) on total income of Rs.20,215 crore (vis-à-vis Rs.12,236 crore in FY11) during FY12 (refers to the period July 1, 2011 to December 31, 2012). During H1 2013, FRL reported a total income of Rs. 4,592 crore on a consolidated basis and loss of Rs. 20 crore. FRL posted loss as it excludes high margin fashion formats i.e. Pantaloon (sold off to Aditya Birla Group) and Central, Brand Factory, Planet Sports & aLL (being demerged into Future Lifestyle Fashion Ltd) leading to lower PBILDT margin against higher interest and depreciation expenditure (on account of high capital expenditure) and also it includes discount season which leads to lower margins for retail companies. Credit Analysis & Research Ltd., 4th Floor, Godrej Coliseum, Somaiya Hospital Road Sion East, Mumbai – 400 022. INDIA Tel # 022 6754 3456 Fax # 6754 3457 Brief Rationale Analyst Contact Name: RashmiNarvankar Tel: 022-67543429 Email:[email protected] CARE has classified instruments rated by it on the basis of complexity. This classification is available at www.careratings.com. Investors/market intermediaries/regulators or others are welcome to write to [email protected] for any clarifications. Disclaimer Shri. V.K. Chopra, Rating Committee Member is a Non-Executive Director on the board of Future Retail Ltd. and hence, the note is not sent to him. To comply with the regulations, the Member is required not to participate in the rating process and the Rating Committee Meeting and press disclosure about the same is to be made by the CRA. CARE’s ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. CARE has based its ratings on information obtained from sources believed by it to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by CARE have paid a credit rating fee, based on the amount and type of bank facilities/instruments. 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