MIRA INFORM REPORT

Report Date :

10.12.2011

IDENTIFICATION DETAILS

Name :	YUM! RESTAURANTS (INDIA) PRIVATE LIMITED (w.e.f. 2002)
Formerly Known As :	TRICON RESTAURANTS ( INDIA ) PRIVATE LIMITED (w.e.f. 1997) PEPSI RESTAURANTS ( INDIA) PRIVATE LIMITED (w.e.f. 1995) KFC INDIA HOLDING PRIVATE LIMITED
Registered Office :	258, Satyam Tower, Opposite Jwalaheri Market, Paschim Vihar, New Delhi – 110063, Delhi
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	17.03.1994
Com. Reg. No.:	55-57894
Capital Investment / Paid-up Capital :	Rs.2374.988 millions
CIN No.: [Company Identification No.]	U74899DL1994PTC057894
TAN No.: [Tax Deduction & Collection Account No.]	DELYOO521D
PAN No.: [Permanent Account No.]	AAACY1883E
Legal Form :	Private Limited Liability Company
Line of Business :	The Company is primarily engaged in the business of developing and managing quick service restaurant brands – KFC, Pizza Hut and Taco Bell through a mix of own stores and franchisees.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (28)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 6000000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is a part of Yum! Restaurants Internationals USA. Profitability of the company is under pressure. There appears to be some accumulated losses recorded by the company. However trade relations are reported as fair. Business is active. Payments are reported to be slow but correct. However in view of strong promoters, the company can be considered normal for business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – September 30, 2011

Country Name	Previous Rating (30.06.2011)	Current Rating (30.09.2011)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

LOCATIONS

Registered Office :	84 F, C 6 Lane, Sainik Farms, New Delhi -110 062, India
Tel. No.:	91-124 - 402 5120 /402 5100 / 4060500
Fax No.:	91-124-4060752
E-Mail :	ajay.bansal@yum.com anupam.bhattacharya@yum.com
Administrative office:	12^th Floor , Tower D Global Business Park, Gurgaon – 122 002, Haryana, India
Tel. No.:	91-124 - 4025100
Fax No.:	91-124 - 4060755

DIRECTORS

As on 30.09.2010

Name :

Mr. Vinod Mahboobani

Designation :

Director

Address :

A- 22, Second Floor, West End, New Delhi – 110 021, India

Date of Birth/Age :

05.01.1966

Date of Appointment :

18.01.2007

Din No.:

01812804

Name :

Mr. Niren Chaudhary

Designation :

Director

Address :

Farm House No. 102, M G Road, Village, Sultanpur, New Delhi – 110 030, India

Date of Birth/Age :

13.01.1963

Date of Appointment :

25.06.2007

Din No.:

01854964

Name :

Mr. Neil Hamilton Thomson

Designation :

Director

Address :

House No.8/4, Ground Floor, Shanti Niketan, New Delhi – 110 021, India

Date of Birth/Age :

11.10.1970

Date of Appointment :

01.09.2008

Din No.:

02130243

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U55101DL1999PTC100142	YUM RESTAURANTS MARKETING PRIVATE LIMITED	Director	24/11/2008	29/01/2008	23/02/2010	Active	NO
2	U74899DL1994PTC057894	YUMI RESTAURANTS (INDIA) PRIVATE LIMITED	Director	1/9/2008	1/9/2008	-	Active	NO

Name :

Mr. Tarun Lal

Designation :

Director

Address :

House No. 1802, Block A-2, Uniworld City, Apartments, Sector-31, Gurgaon – 122 001, India

Date of Birth/Age :

21.12.1968

Date of Appointment :

01.09.2008

Din No.:

02336206

Name :

Mr. Milind Pant

Designation :

Director

Address :

LCG-103 A, THE LABURNUM, SUSHANT LOK-1, A, BLOCK, SECTOR-28, Gurgaon – 122 002, India

Date of Birth/Age :

20.03.1970

Date of Appointment :

01.09.2008

Name :

Mr. Ashok Bajpai

Designation :

Director

Address :

75 DDA, SFS Mount Kailash, New Delhi – 110 048, India

Date of Birth/Age :

19.05.1967

Date of Appointment :

20.04.2009

Din No.:

02463754

Name :

Mr. Binoo Wadhwa

Designation :

Director

Address :

M-56, First Floor, Block-M, Greater Kailash Hii, New Delhi – 110 048, India

Date of Birth/Age :

11.08.1959

Date of Appointment :

20.04.2009

Din No.:

02604356

Name :

Mr. Manoj W. Paraskar

Designation :

Director

Address :

Flat No. 1102, Tower B2, Uniworld City, Sector- 30/41. Gurgaon – 122 002, Haryana, India

Date of Birth/Age :

25.02.1966

Date of Appointment :

20.04.2009

Din No.:

02615881

Name :

Mr. Vijayasukumar C. Veettil

Designation :

Director

Address :

Apartment A-106, Oakwood Estates DLF Phase- 2. Gurgaon – 122 002, Haryana, India

Date of Birth/Age :

28.03.1963

Date of Appointment :

20.04.2009

Din No.:

00073869

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U15541HR1997PLC033750	TROPICANA BEVERAGES COMPANY	Director	11/2/2006	11/2/2006	-	Amalgamated	NO
2	U74899DL1994PTC057894	YUMI RESTAURANTS (INDIA) PRIVATE LIMITED	Director	20/04/2009	20/04/2009	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Sanjay Kumar Singh
Designation :	Company Secretary
Address :	WZ-72, Near Oriental Bank Of Commerce, Palam, New Delhi – 110 045, India
Date of Appointment :	31.07.2008

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2010

Names of Shareholders		No. of Shares
Yum! Asia Franchise PTE Limited, Singpore		179904350
Yum! Restaurants China Holdings Limited, Hongkong		8
	Total	179904358

As on 30.09.2010

Equity Share Breakup	Percentage of Holding
Category
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	100.00

BUSINESS DETAILS

Line of Business :	The Company is primarily engaged in the business of developing and managing quick service restaurant brands – KFC, Pizza Hut and Taco Bell through a mix of own stores and franchisees.
Products :	Food and Beverages

GENERAL INFORMATION

Bankers :

Not Available

Facilities :

Secured Loans :	As on 31.03.2011 Rs. in Millions	As on 31.03.2010 Rs. in Millions
Secured Loan
Loan taken for fixed assets secured	29.566	19.984
Loans taken for fixed assets secured
Total	29.566	19.984

Banking Relations :	---
Auditors :
Name :	BSR and Company Chartered Accountants
Address :	4 B, DLF Corporate Park, DLF City Phase – III, Gurgaon – 122 002, Haryana, India
Tel No. :	91-124-2549191
Fax No. :	91-124-2549101
Subsidiaries :	CIN No.: U55101DL1999PTC100142 Yum Restaurants Marketing Private Limited
Fellow Subsidiaries :	Yum! Restaurants Europe Limited, United Kingdom Yum! Restaurants International Limited, Dubai Yum! Restaurants International, Netherlands Yum! Restaurants International Sarl Luxembourg – Switzerland Yum! Restaurants International Limited, Australia Yum! Restaurants International Limited, Thailand Kentucky Fried Chicken (Great Britain) Limited, United Kingdom Yum! Restaurants International Limited, Geneva Yum! Restaurants International (PTY) Limited, South Africa Yum! Asia Franchisee Pte. Limited, Singapore (till 28 November 2008) Yum! Restaurants Asia Pte Limited, Singapore (from 28 November 2008)

CAPITAL STRUCTURE

As on : 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
255000000	Equity Shares	Rs.10/- each	Rs.2550.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
237498889	Equity Shares	Rs.10/- each	Rs.2374.988 millions

After As on 31.10.2011

Authorised Capital : Rs. 2550.000 millions

Issued, Subscribed & Paid-up Capital : 2509.871 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		2374.988	2293.521	1563.944
2] Share Application Money		200.947	0.000	0.000
3] Reserves & Surplus		325.869	0.000	0.000
4] (Accumulated Losses)		(1411.031)	(1139.523)	(843.701)
NETWORTH		1490.773	1153.998	720.243
LOAN FUNDS
1] Secured Loans		29.566	19.984	15.969
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		29.566	19.984	15.969
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		1520.339	1173.982	736.212
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1119.173	685.059	275.421
Capital work-in-progress		113.566	80.535	61.388
INVESTMENT		0.099	0.099	0.100
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	29.105	17.605	6.066
	Sundry Debtors	57.996	68.568	103.922
	Cash & Bank Balances	314.501	210.854	163.110
	Other Current Assets	0.061	0.185	0.176
	Loans & Advances	562.137	495.844	325.931
Total Current Assets		963.800	793.056	599.205
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	188.157	124.300	193.882
	Sunday Creditors	481.450	255.388
	Provisions	6.690	5.079	6.020
Total Current Liabilities		676.297	384.767	199.902
Net Current Assets		287.503	408.289	399.303
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1520.339	1173.982	736.212

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	INCOME (GROSS RECEIPT)		2834.262	1562.007	968.352
	EXPENSES
		Office Expenses
		Administrative Expenses
		Advertising Expenses	3105.770	1872.496	1183.303
		Interest
		Depreciation
		TOTAL	3105.770	1872.496	1183.303
	PROFIT BEFORE TAX		(271.508)	(295.823)	(214.951)
Less	TAX		0.000	0.000	8.800
	PROFIT AFTER TAX		(271.507)	(295.823)	(223.751)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		1139.523	NA	NA
	BALANCE CARRIED TO THE B/S		1411.031	1139.523	NA
	Earnings Per Share (Rs.)		(1.14)	(1.24)	(0.94)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
Return on Total Assets (PBT/Total Assets}	(%)	(27.33)	(36.38)	(24.58)
Return on Investment (ROI) (PBT/Networth)		(0.18)	(0.18)	(0.30)
Debt Equity Ratio (Total Liability/Networth)		0.47	0.35	0.30
Current Ratio (Current Asset/Current Liability)		1.42	2.06	3.00

LOCAL AGENCY FURTHER INFORMATION

BACKGROUND

Subject (‘Yum’ or ‘Company’) was incorporated on 17 March 1994 as “KFC India Holding Private Limited”. The name of the Company was changed to “Pepsi Restaurants ( India) Private Limited’ in 1995 and again the name of the Company was changed to “Tricon Restaurants ( India ) Private Limited” in 1997 and then to the present name in 2002. The Company is primarily engaged in the business of developing and managing quick service restaurant brands – KFC, Pizza Hut and Taco Bell through a mix of own stores and franchisees.

OPERATION AND PERFORMANCE

The operation and performance of the company is satisfactory and progressive. The Company’s Gross Receipts has increased to Rs.2834.000 Millions as compared to previous year of Rs. 1562.000 millions. The Company has achieved better results as compared to previous year due to effective and efficient utilization of its resources. The Management has observed the effective operation of owner operator system to introduce in 2009 which is yielding positive results. The management is staving hard to bring another new system and plan to bring the Company on the path of positive progress.

FIXED ASSETS:

• Software
• Leasehold Improvements
• Office Equipment
• Plant and Machinery
• Furniture and Fixtures
• Computers
• Vehicles
• Leased Assets

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs. 52.22
UK Pound	1	Rs. 81.54
Euro	1	Rs. 69.60

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	-
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	4
--RESERVES	1~10	-
--CREDIT LINES	1~10	4
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		28

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
-	NB	New Business	-

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.