Future Lifestyle Fashions Ltd

Future Lifestyle Fashions Ltd

Future Lifestyle Fashions Limited (FLF) a Future Group company is a leading integrated branded fashion company with presence across both design and distribution arms of fashion. The company's portfolio consists of leading domestic and global fashion brands spread across an entire gamut of categories including formal menswear casual wear active or sportswear ethnic wear denim wear footwear and accessories for men and women. The company's fashion brands are marketed through the company's operated retail chains such as Central and Brand Factory as well as exclusive brand outlets (EBOs) department stores and multi brand outlets (MBOs) which are spread in 332 stores in more than 90 cities across the country and cover over 5.74 million sq. ft. of retail space. These chains are backed by strong sourcing network in house trend-spotting and design teams coupled with robust logistics and warehousing network. The company's distribution network includes 40 Central Stores 63 Brand Factory stores along with 229 EBOs.Future Lifestyle Fashions Ltd was incorporated on May 30 2012 under the name and style as Future Value Fashion Retail Limited. The company has been formed through the demerger of the lifestyle fashion businesses of Future Retail Limited and Future Ventures India Limited. The company obtained Commencement of Business Certificate on June 15 2012. The name of the Company was then changed to its present name Future Lifestyle Fashions Limited w.e.f. December 4 2012 and was issued a fresh certificate of Incorporation by the Registrar of Companies Maharashtra Mumbai. The operations of Future Lifestyle Fashions Limited commenced pursuant to the Composite Scheme of Arrangement and Amalgamation (Scheme) between the company and Indus-League Clothing Limited Lee Cooper (India) Limited Future Ventures India Limited Pantaloon Retail (India) Limited and their respective shareholders and creditors whereby fashion business of Future Retail Limited and Future Consumer Enterprise Limited was demerged and vested with the company from the Appointed Date of 1 January 2013 as provided in the Scheme. The Scheme was sanctioned by the Bombay High Court on 10 May 2013 and the order of the High Court was filed by the company with the Registrar of Companies Maharashtra Mumbai on 29 May 2013 which is the effective date of the scheme. Pursuant to the Scheme the Equity Shares of the company were proposed to be listed on the BSE Limited and National Stock Exchange of India Limited. The company received Listing and trading approval from both the Stock Exchanges and trading in Equity Shares of the company commenced from 1 October 2013.During the year ended 31 March 2014 pursuant to the Scheme Non-convertible Debentures Series-II & III aggregating to Rs.450 crore were transferred from Future Retail Limited to Future Lifestyle Fashions Limited.During the year under review Future Lifestyle Fashions undertook modest store expansion adding around 0.79 million sq ft of space. The company witnessed new product launches across its brand portfolio; Scullers extended its fashion line to Scullers Kids and Scullers Sport. Similarly Jealous 21 extended its range to club wear and accessories. Central also launched a campaign Fashion that's new' showcasing apparel footwear and accessories to add oomph to a woman's wardrobe. During the year Indigo Nation and Jealous 21 further strengthened online presence through their exclusive online e-shops.During the financial year ended 31 March 2014 Future Lifestyle Fashions acquired 11% stake in Eclat Lifestyle Private Limited a company engaged in business of footwear under brand 'Famozi' in India. The company acquired 27.5% stake in Resource World Exim Private Limited a company engaged in indo-fusion women's fashion apparel business under the brand 'Desi Belle' in India. The company acquired 33.3% stake in KFC Shoemaker Private Limited a company engaged in business of wholesale and retailing of footwear under the brand names Tresmode' & Solovoga'. The company acquired 22.7% stake in Mineral Fashions Private Limited a company engaged in business of manufacturing & retailing of clothing & fashion accessories under the brand name 'Mineral'. As part of its strategy to look for opportunity to make divestment of investments which provide appropriate valuation during the year under review Future Lifestyle Fashions divested its stake of 25.8% and 22.86% in Biba Apparels Private Limited and And Designs India Limited respectively. During the year ended 31 March 2015 Future Lifestyle Fashions undertook modest store expansion during the year adding around 0.71 million sq ft of retail space. During the year under review Future Lifestyle Fashions witnessed new product launches across its brand portfolio; Indigo Nation launched STREET.IN collection with a range of denims and tees range. Jealous 21 extended fashion line to club wear with a range offering monochrome pastel bohemian dress and tops along with embellishments. In addition Future Lifestyle Fashions also carried out various customer engagement and promotional activities.During the year Central launched Men of Style' a very unique promotion of the latest in men's fashion wear. This activity promoted the latest trends across men's categories through in store activations and also by engaging with the brand's fans online. Brand Factory launched its Ethnic Festival with the widest range of women's ethnic range. The store brought together more than 2.5 lakh different products with more than 200 options in tops and 20 plus options in bottoms.With the aim of expanding the reach of its fashion brands in October 2014 Future Group announced a strategic alliance with Amazon.in leveraging the strong product knowledge extensive brand portfolio and sourcing base of Future Group and the e-commerce platform customer base and reach of Amazon.in platform and their respective websites. This partnership will focus on Future Lifestyle Fashions' fashion brands Lee Cooper Converse Indigo Nation Scullers or Jealous21 among others which will be retailed exclusively online through Amazon.in platform. This partnership will promote existing and new brands in markets explore co-branding opportunities and accelerate new product development in categories which are currently not served by retailers.Future Lifestyle Fashions issued and allotted 15527950 Equity Shares to PI Opportunities Fund-I a venture capital fund at a price of Rs. 80.50 per Equity Share (including share premium of Rs. 78.50 per Equity Share) on preferential basis on June 13 2014. The company issued and allotted 15934065 Equity Shares to Ryka Commercial Ventures Private Limited a promoter group company at a price of Rs. 91 per Equity Share (including share premium of Rs. 89 per Equity Share) on preferential basis on November 17 2014.During the year ended 31 March 2015 Future Lifestyle Fashions made further investment in Eclat Life Style Private Limited (ECLAT) to increase its total stake from 11% to 30% of the paid-up equity capital of ECLAT a company engaged in the business of footwear under brand 'Famozi' in India. Future Lifestyle Fashions also made further investment in Mineral Fashions Private Limited (MFPL) to increase its total stake from 22.7% to 37% of the paid-up equity capital of MFPL a company engaged in the business of manufacturing & retailing of clothing & fashion accessories under the brand 'Mineral'.Future Lifestyle Fashions also made further investment in Indus Tree Crafts Private Limited (ITCPL) to increase its total stake from 63.34% to 72.16% of the paid-up equity capital of ITCPL a company engaged in the business of designing creating exporting domestic retailing and distribution of a wide range of environmentally and socially sustainable products under brand 'Mother Earth'.During the year under review Future Lifestyle Fashions acquired 12% equity stake in Unico Retail Private Limited (URPL) a company engaged in the business of handbags belts and wallets under the brand 'PEPERONE' in India.During the year under review Future Lifestyle Fashions acquired 60% equity stake in Elisir Lifestyle Private Limited (ELISIR) a company engaged in the business of manufacture supply and distribution of footwear and accessories under the brand 'Spunk' in India.During the year under review Future Lifestyle Fashions acquired 80% equity stake in Rachika Trading Private Limited (RTPL) a company engaged in the business of apparels and fashion accessories under the brand 'Giovani'.During the year under review as a part of its strategy to look for opportunity to divest such investments which provide appropriate appreciation and valuation Future Lifestyle Fashions divested 31.5% equity stake out of 35% equity stake held in Celio Future Fashion Private Limited (formerly known as Celio Future Fashion Limited).During the year ended 31 March 2016 Future Lifestyle Fashions undertook modest store expansion adding around 0.66 million sq. ft. of retail space. Urbana the company's menswear brand launched innovative range of shirts such as Anti-Spill Shirts EcoFriendly Shirts Feather light Shirts and Cool Max Shirts. Paulina Vega the reigning Miss Universe from Columbia launched Jealous 21's limited edition Miss Universe Collection in August 2015. The glamorous launch of the Miss Universe collection was showcased through a fashion show where models walked the ramp wearing the latest signature Jealous 21 collection. The company's flagship brands also launched Autumn Winter and Spring Summer collections to keep its offerings fresh and in line with the latest trends. The company also roped in Fawad Khan as the brand ambassador for its menswear brand Giovani. Giovani is a quintessential suits & jackets brand offering classic and elegant clothing tailored with refined Italian cuts. During fiscal year 2015-16 the company's website underwent a complete makeover. During the year under review Future Lifestyle Fashions issued and allotted 3296700 Equity Shares of Rs 2 each to Arlette Infrastructure Private Limited (AIPL) a promoter group company at a price of Rs 91 per Equity Share (including share premium of Rs 89 per Equity Share) upon conversion of 3296700 Compulsorily Convertible Debentures (CCDs) held by AIPL on April 1 2015.During the year under review Future Lifestyle Fashions incorporated a wholly owned subsidiary in the name and style of Future Style Lab Limited (FSLL) with an objective of developing women focused fast fashion brand at affordable pricing. FSLL launched 'COVER STORY' India's first fast fashion brand for women offering the latest fashion trends. Styled at Future Style Lab Design Studio in London COVER STORY is a perfect blend of modern and traditional clothing. The brand was initially launched in select shop-in-shop (SIS) stores of Central. This was followed by opening of Exclusive Brand Outlets (EBOs) in Mumbai and in NCR region.During the year under review Future Lifestyle Fashions made further investment in the Rights Issue of Rachika Trading Private Limited (RTPL) which resulted in increase of its total stake from 80% to 96% of the paid-up equity capital of RTPL.During the year under review Future Lifestyle Fashions made further investment in the Rights Issues of its joint venture Holii Accessories Private Limited (HAPL). HAPL is engaged in the business of retailing fashion accessories such as leather handbags wallets and other accessories under the Brand 'Holii'.During the year under review Future Lifestyle Fashions made further investment in the Rights Issue of KFC Shoemaker Private Limited (KSPL). KSPL focuses on wholesale and retailing of footwear under the brands ''Tresmode'' & ''Solovoga''.Future Lifestyle Fashions has made further investment in the Rights Issue of Mineral Fashions Private Limited (MFPL) which resulted in increase of its total stake from 37% to 49.62% of the paid-up equity capital of MFPL. During the year under review the company also subscribed to 333333 Compulsorily Convertible Debenture (CCDs) of MFPL. Subsequent to the year under review these CCDs were converted into equity shares of MFPL on April 1 2016 which resulted in further increase of its stake from 49.62% to 52.44% of the paid-up equity capital of MFPL. MFPL is engaged in designing of elevated casual collections and Indian western wear and markets distributes and retails under the brand 'Mineral'.During the year under review Future Lifestyle Fashions as a part of its strategy to look for opportunity to divest such investments which provides appropriate appreciation and valuation divested 2967 equity shares in Biba Apparels Private Limited and entire investment held in Edmon Trading Private Limited.Financial year 2016-17 was the year of transformation for Future Lifestyle Fashions in terms of increased revenue profit and free cash flow. The company adopted new models and processes due to change in the retail industry globally at an ever increasing speed. During the year under review Future Enterprises Limited (FEL) one of Promoter of Future Lifestyle Fashions which was holding 30570108 Equity Shares constituting 16.09% of the paid-up share capital of the company transferred its entire holding to Future Corporate Resources Limited (FCRL) promoter of the company by way of inter-se transfer on December 26 2016. Post inter-se transfer the aggregate shareholding of FCRL along with shares held through its subsidiaries in the company increased to52.30% of paid-up share capital of the company and consequently FCRL became holding company of Future Lifestyle Fashions with effect from December 26 2016. Further the promoters entities holding shares in the company entered into various inter-se transfer transactions on March 30 2017 and March 31 2017 in order to consolidate its holding in the company underRyka Commercial Ventures Private Limited (Ryka) one of the promoters entities now controlled through Lifestyle Trust. Post these inter-se transfers the shareholding of Ryka in the company has increased from 10.61% to 54.88% of the paid-up share capital of the company. Consequently FCRL ceased to be the holding company of the company on March 30 2017 and Ryka became holding company of the company effective from March 31 2017.During the year under review one of the company's business viz. Lee Cooper business together with license rights was carved out to Future Speciality Retail Limited (FSRL) step-down subsidiary of the company by way of slump exchange on a going concern basis with effect from the closure of the working hours on March 28 2017. The management was of belief that the Lee Cooper business could be substantially enhanced if the business would be carried out through separate dedicated entity enabling the team to concentrate and ensure the growth of specific business. Pursuant to the authority given by Future Lifestyle Fashions' shareholders by way of special resolution passed in their Extraordinary General Meeting held on March 24 2017 and in order to nurture the Investee Companies for its possible potential growth and to give proper support and guidance to each of these Investee Companies as per their specific needs and requirements identified investments held in such Investee Companies have been transferred to its wholly owned special purpose vehicle(s) i.e. FLFL Lifestyle Brands Limited (FLBL) with effect from March 29 2017. Subsequently FLBL has raised funds inter-alia by way of issue of equity shares to the investors which resulted in dilution of the company's equity stake in the FLBL to 49.02% of the paid-up equity capital of FLBL. Accordingly FLBL ceased to be a subsidiary of the company with effect from March 30 2017.During the year under review consequent to the divestment of identified investments held by the company Future Style Lab Limited Rachika TradingPrivate Limited Mineral Fashions Private Limited Elisir Lifestyle Private Limited and Indus-League Clothing Limited ceased to be the subsidiaries of Future Lifestyle Fashions. Similarly Holii Accessories Private Limited Indus TreeCrafts Private Limited KFC Shoemaker Private Limited Eclat Life Style Private Limited Turtle Limited and Resource World Exim Private Limited ceased to be associate companies of the company.During the year under review Future Trendz Limited (FTL) was incorporated as a wholly owned subsidiary of the company on September 15 2016 inter-alia to carry on fashion retail business and related activities. FTL holds 99.96% equity stake in Future Speciality Retail Limited. Presently Future Lifestyle Fashions holds 100% of the paid-up equity capital of FTL.During the year under review FLFL Business Services Limited (FBSL) was incorporated as a wholly owned subsidiary of Future Lifestyle Fashions on March 27 2017 inter-alia to carry on business of and provide services to Fashion Retail business. Presently Future Lifestyle Fashions holds 100% of the paid-up equity capital of FBSL.The company exercised its call option for redemption of 2000 Secured Redeemable Non-Convertible Debentures Series-III of face value of Rs 500000 each aggregating to Rs 100 crore prior to maturity and fully repaid the principal amount alongwith interest due thereon on March 21 2017 to the debenture holders.The company also exercised its call option for redemption of 2000 Secured Redeemable Non-Convertible Debentures Series-1 of face value of Rs 1000000 each aggregating to Rs 200 crore prior to maturity. The company subsequent to the year under review fully repaid the principal amount alongwith interest due thereon on April 7 2017 to the debenture holders.During the financial year ended 31 March 2018 Future Lifestyle Fashions continued to expand its business base by adding new lines.During the financial year 2018-19 Spectacular Investments Pte. Ltd. ('Spectacular' a registered foreign portfolio investor) acquired 9.98% equity stake in the company by way of combination of preferential allotment and secondary purchase of equity shares of the company. Spectacular is wholly owned by L Catterton Asia 3 Pte. Ltd. (L Catterton Asia). L Catterton Asia is the Asian unit of the largest and most global consumer-focused private equity firm in the world. L Catterton Asia's significant investment in Future Lifestyle Fashions would enable the company's retail formats 'Central' and 'Brand Factory' and own brands to leverage the global fashion and retail expertise of L Catterton to further strengthen and expand the business.During the year under review Future Lifestyle Fashions' step-down subsidiary Future Speciality Retail Limited (FSRL) entered into a long-term license agreement for extending the license to footwear category as well under the 'Lee Cooper' brand owned by Iconix Brand Group Inc. effective from April 1 2018. Accordingly FSRL will now have the exclusive license to manufacture and market Lee Cooper clothing as well as footwear across all distribution channels in India and permitted territory.