The Biyani-Mittal deal is a sign of things to come in the retail sector: Consolidate to grow or, at least, survive
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Image: Mexy Xavier
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Kishore Biyani: The deal with Bharti Retail helps him achieve his own targets faster
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n the last Sunday of January, Vedanta boss Anil Agarwal played host to old friends at his house in London’s Mayfair neighbourhood. There were the Mittal brothers (Rajan and Sunil) of Bharti Enterprises who had made a stop on their way to the World Economic Forum at Davos. Also present was Kishore Biyani (related to Agarwal through marriage) of Future Group. The meeting had been called by Agarwal who had wanted to bring them together to discuss the possibility of doing business.
The Mittals and Biyani began to talk about how their retail companies could work together. Talks were preliminary and revolved around how the retail sector was shaping up in India, as well as the threat from ecommerce, which is flush with private equity money. Discussions lasted the entire day. “I came away thinking this could result in a deal,” says Biyani, who runs the Rs 15,000-crore Future Group, India’s largest retail chain.
The Mittals and Biyani began to talk about how their retail companies could work together. Talks were preliminary and revolved around how the retail sector was shaping up in India, as well as the threat from ecommerce, which is flush with private equity money. Discussions lasted the entire day. “I came away thinking this could result in a deal,” says Biyani, who runs the Rs 15,000-crore Future Group, India’s largest retail chain.
He had reason to be optimistic. Rajan, who runs Bharti Retail (the retail business of Bharti Enterprises), and Biyani had known each other for years. In the early 1990s, the Delhi-based Rajan made regular business trips to Mumbai and was a customer at the first Pantaloons store at Wodehouse Road in Colaba. Later, in 2006, the two would meet when Rajan paid Biyani a courtesy call after Bharti entered the retail business in partnership with Walmart. Since then, Biyani has also made several visits to the Bharti Walmart Best Price stores in Punjab to understand how the international giant operates. He is also a known admirer of Walmart founder Sam Walton and constantly refers to his biography Sam Walton: Made in America.
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But Bharti’s foray into retail was fraught with concerns. As Rajan explains in a phone interview, “Unlike telecom, the structural issues for high growth were missing in the retail industry.” He points to problems with real estate, taxation, human resources and capital. The net result: Bharti, which had been plugging away at this business for a little under a decade (first with Walmart and then alone), had Rs 2,500 crore in revenue to show for it. In contrast, its two-decade-old telecom business had scaled to Rs 85,000 crore. The Mittals believed they were better off finding a partner.
Meanwhile Biyani, who had spent the last three years pruning his debt, had recently started building his next pillar of growth—the small store. In December 2014, he acquired South Indian supermarket chain Nilgiris, adding 140 stores to his portfolio. Just over a month later, Bharti presented a potential target, with a portfolio of 200 neighbourhood stores that could fit well in his plan. There was only one thing he couldn’t do: Pay cash for the deal and be saddled with more debt. As a solution, over the next three months, Rajan and Biyani would negotiate an all-stock deal.
The deal, finally announced on May 4 in Delhi, signalled a consolidation in the retail business that many analysts had been expecting. “Companies had entered the retail business with different objectives. For some it was a chance to sell to a foreign partner. With multi-brand FDI stalled, it is hardly surprising that such deals are taking place,” says Harish HV, partner at Grant Thornton India.
In a sign of the times, just a day before the Mittal-Biyani deal was announced, the retail sector saw another merger: Aditya Birla Group announced a Rs 12,000-crore merger of Pantaloons Fashion & Retail with Madura Garments to create Aditya Birla Fashion & Retail Ltd.
It wasn’t just Mittal who had had a tough time in the retail sector; Biyani too has had a challenging time over the last three years. His breakneck expansion of stores in the years leading to the global financial meltdown of 2008 had burdened him with a crushing debt load. By 2012, a debt of Rs 9,000 crore meant his interest payments were severely denting his profitability; a business with sales of Rs 15,000 crore was making under Rs 500 crore in profit. That left him with no money to fund further expansion, which had continued to be his strategy.
Biyani had little choice but to reorganise his business. Pantaloons was sold to Kumar Mangalam Birla’s Aditya Birla Group (in April 2012), while Future Capital was sold to Warburg Pincus in May 2012. He separated his apparel division from his hypermarket stores and listed the two separately as Future Lifestyle Fashion and Future Retail respectively.
At the same time, Future Group was also working hard to increase margins by adding private labels and selling more apparel at its hypermarkets. This has led to margins going up by around 3 percent over the last three years. “We never looked at measures like return on capital earlier,” says Biyani. Now, Future Group won’t open a store unless they can get a 25 percent internal rate of return.
This is a far cry from the days when the group would set up a store based on mere instinct. Biyani has evolved from being a gut-driven entrepreneur to one who spends time understanding the science of retail. For instance, in the last five years, Future Group has significantly enhanced its back-end. Its sourcing of fruits and vegetables is now second to none, say experts. With 180 Big Bazaar hypermarkets across the country, it has a significant lead over rival Reliance Retail (a subsidiary company of Reliance Industries, which owns Network 18, publisher of Forbes India). Other rivals like Aditya Birla Group’s More and Sanjiv Goenka’s Spencer’s haven’t managed to scale up quite as aggressively.
Meanwhile Biyani, who had spent the last three years pruning his debt, had recently started building his next pillar of growth—the small store. In December 2014, he acquired South Indian supermarket chain Nilgiris, adding 140 stores to his portfolio. Just over a month later, Bharti presented a potential target, with a portfolio of 200 neighbourhood stores that could fit well in his plan. There was only one thing he couldn’t do: Pay cash for the deal and be saddled with more debt. As a solution, over the next three months, Rajan and Biyani would negotiate an all-stock deal.
The deal, finally announced on May 4 in Delhi, signalled a consolidation in the retail business that many analysts had been expecting. “Companies had entered the retail business with different objectives. For some it was a chance to sell to a foreign partner. With multi-brand FDI stalled, it is hardly surprising that such deals are taking place,” says Harish HV, partner at Grant Thornton India.
In a sign of the times, just a day before the Mittal-Biyani deal was announced, the retail sector saw another merger: Aditya Birla Group announced a Rs 12,000-crore merger of Pantaloons Fashion & Retail with Madura Garments to create Aditya Birla Fashion & Retail Ltd.
It wasn’t just Mittal who had had a tough time in the retail sector; Biyani too has had a challenging time over the last three years. His breakneck expansion of stores in the years leading to the global financial meltdown of 2008 had burdened him with a crushing debt load. By 2012, a debt of Rs 9,000 crore meant his interest payments were severely denting his profitability; a business with sales of Rs 15,000 crore was making under Rs 500 crore in profit. That left him with no money to fund further expansion, which had continued to be his strategy.
Biyani had little choice but to reorganise his business. Pantaloons was sold to Kumar Mangalam Birla’s Aditya Birla Group (in April 2012), while Future Capital was sold to Warburg Pincus in May 2012. He separated his apparel division from his hypermarket stores and listed the two separately as Future Lifestyle Fashion and Future Retail respectively.
At the same time, Future Group was also working hard to increase margins by adding private labels and selling more apparel at its hypermarkets. This has led to margins going up by around 3 percent over the last three years. “We never looked at measures like return on capital earlier,” says Biyani. Now, Future Group won’t open a store unless they can get a 25 percent internal rate of return.
This is a far cry from the days when the group would set up a store based on mere instinct. Biyani has evolved from being a gut-driven entrepreneur to one who spends time understanding the science of retail. For instance, in the last five years, Future Group has significantly enhanced its back-end. Its sourcing of fruits and vegetables is now second to none, say experts. With 180 Big Bazaar hypermarkets across the country, it has a significant lead over rival Reliance Retail (a subsidiary company of Reliance Industries, which owns Network 18, publisher of Forbes India). Other rivals like Aditya Birla Group’s More and Sanjiv Goenka’s Spencer’s haven’t managed to scale up quite as aggressively.
This article appeared in the Forbes India magazine issue of 12 June, 2015
Keywords: Bharti Retail, Kishore Biyani, Future Group, Merger, EasyDay hypermarkets, Rajan Bharti Mittal, Ecommerce, Retail businesses, Big Bazaar, Bharti Enterprises, Aditya Birla Group, Pantaloons Fashion & Retail, Madura Garments, Aditya Birla Fashion & Retail
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