Future Retail Limited(FRL) is the flag ship company of Future Group. Currently operates multiple retail formats hypermarket, supermarket and home segment of the Indian consumer market under different brand names: Big Bazaar(hypermarket), FBB (Fashion at Big Bazaar), Food Bazaar (super market); easyday (convenient stores), Foodhall (Premium lifestyle food destination), Home Town (Home Retail Business) and eZone (consumer electronic speciality store).

FRL operates in home solution segment through Home Town offering include living room furniture, dining, bedroom furniture and furniture essentials, mattresses, modular kitchens, home furnishing, décor, households and bath luxury. As on March 2017 home town has 37 stores in 22 cities having an operational space of 1.29 mn. Sqft.

Bluerock eService Private Limited (BSPL) is engaged in the business of operating a web portal for online sale of furniture & furnishing products (viz; www.fabfurnish.com) and providing service for operation & maintenance of IT enabled platforms.

Transaction

Composite scheme of demerger of the Home Retail Business undertaking of FRL and demerger of the e-commerce Home Retail Business undertaking of BSPL into Praxis Home Retail Private Limited (PHRPL) with the appointed date of 1st August,2017 for FRL and 15th April, 2016 for BSPL respectively or any other such date as may be approved by the any competent authority.

Consideration to the equity shareholders of FRL: 1 fully paid up equity share of Rs 5/- each of PHRPL to be issued for every 20 equity shares of Rs 2/- each of FRL.

Consideration to the equity shareholders of BSPL: 630,000 Preference shares of the face value of Rs 100 each to be issued on a proportionate basis to the members holding fully paid-up equity shares of the BSPL.

Term of issue – 9% Non-cumulative Redeemable preference shares, Face value Rs 100/- each, to be redeemed at the end of the 60 months from the date of allotment.

For any fractional shares: PHRPL shall not issue fractional shares certificate to such member but shall instead, at its absolute discretion, decide to take any or a combination of the action as mentioned below

  1. consolidate such fraction shares and issue consolidated shares to a trustee nominated by PHRPL who will sell such shares and distribute the net sales proceeds to the shareholders respectively in the proportion to their fractional entitlements.
  2. deal with such fractional entitlement in such other manner as they may deem to be in the best of the shareholders of FRL/BSPL and PHRPL.

Equity shares issued by PHRPL to the members of FRL will be listed on the BSE and NSE after taking required approvals.

Financials Details

In home retail undertaking of FRL, furniture contributes almost 2/3rd sales of Home town and while its exclusive range of Duracucine Modular Kitchens contribute almost a tenth of the business and the rest comes from homeware and home improvement products (based on FY 15-16 Annual Report).

Percentage turnover and profitability of the Home Retail business division vis a vis other division of the FRL:

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