DRAFT RED HERRING PROSPECTUS

Please read section 60B of the Companies Act, 1956

The Draft Red Herring Prospectus will be updated on filing with the RoC
100% Book Building Issue
Dated February 21, 2008

FUTURE VENTURES INDIA LIMITED

(Our Company was originally incorporated as Subhikshith Finance & Investments Limited on July 10, 1996 under the Companies Act, 1956. We became a private limited company on September
17, 2001 and the name of our Company was subsequently changed to Subhikshith Finance & Investments Private Limited. The name of our Company was again changed to Future Ventures India
Private Limited on August 9, 2007 and the word “private” was deleted on September 7, 2007 upon the Company ceasing to be a private limited company. For details of changes in the name and
registered office of our Company, please refer to “History and Certain Corporate Matters” beginning on page [●] of this Draft Red Herring Prospectus)
Registered Office: Door No. 6/18, Plot No. 18/1, Nanganallur Co-operative Building Society, 17th Street, Nanganallur, Chennai – 600 061
Tel: (91 44) 2852 3075; Fax: (91 44) 4263 4167
Corporate Office: FCH House, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013
Tel: (91 22) 4043 6000; Fax: (91 22) 4043 6068
Contact Person: Gurmeet Singh Mission, Assistant Company Secretary and Compliance Officer
Tel: (91 22) 4043 6000; E-mail: investor.care@futureventures.in
PUBLIC ISSUE OF 3,736,156,300 EQUITY SHARES OF Rs. 10 EACH OF FUTURE VENTURES INDIA LIMITED (“FVIL” OR THE “COMPANY” OR THE “ISSUER”) FOR
CASH AT A PRICE OF Rs. [

] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. [●] PER EQUITY SHARE) AGGREGATING Rs. [

] CRORE (THE “ISSUE”).
THE ISSUE COMPRISES A NET ISSUE TO THE PUBLIC OF 2,660,750,000 EQUITY SHARES AGGREGATING RS. [●] CRORE (THE “NET ISSUE”), A RESERVATION FOR
ELIGIBLE EMPLOYEES OF UP TO 50,000,000 EQUITY SHARES AGGREGATING Rs. [●] CRORE, A RESERVATION FOR ELIGIBLE SHAREHOLDERS OF PANTALOON
RETAIL (INDIA) LIMITED OF UP TO 250,000,000 EQUITY SHARES AGGREGATING Rs. [●] CRORE AND A PROMOTER’S CONTRIBUTION OF 775,406,300 EQUITY
SHARES AGGREGATING Rs. [●] CRORE. THE ISSUE WILL CONSTITUTE 93.40 % OF THE POST-ISSUE PAID-UP CAPITAL OF THE COMPANY AND THE NET ISSUE
WILL CONSTITUTE 66.52 % OF THE POST ISSUE PAID UP CAPITAL OF THE COMPANY.*
*The Company is considering a Pre-IPO placement with certain investors (“Pre-IPO Placement”). The Pre-IPO Placement is at the discretion of the Company. The Company will complete the
issuance, if any, of such Equity Shares prior to the filing of the Red Herring Prospectus with the RoC. If the Pre-IPO Placement is completed, the Issue size offered to the public will be reduced to
the extent of such Pre-IPO Placement, subject to a minimum Issue size of 10% of the post Issue capital being offered to the public.
PRICE BAND: Rs. [

] TO Rs. [

] PER EQUITY SHARE OF FACE VALUE OF Rs. 10 EACH
THE ISSUE PRICE IS [●] TIMES THE FACE VALUE AT THE LOWER END OF THE PRICE BAND AND [●] TIMES THE FACE VALUE AT THE HIGHER END OF THE
PRICE BAND.
In case of revision in the Price Band, the Bidding/Issue Period will be extended for three additional working days after revision of the Price Band subject to the Bidding/Issue Period not exceeding
10 working days. Any revision in the Price Band and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to the National Stock Exchange of India Limited
(“NSE”) and the Bombay Stock Exchange Limited (“BSE”), by issuing a press release, and also by indicating the change on the website of the BRLMs and CBRLMs and at the terminals of the
Syndicate Members.
The Issue is being made through the 100% Book Building Process wherein at least 50% of the Net Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers
(“QIBs”), out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only. If at least 50% of the Net Issue cannot be allotted to the QIBs, then the entire application
money will be refunded forthwith. The remainder shall be available for allocation on a proportionate basis to QIBs and Mutual Funds, subject to valid Bids being received from them at or above
the Issue Price. Further, not less than 15% of the Net Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue will be
available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. If, as a result of the Pre-IPO Placement, the Issue size
is reduced to an extent such that the Issue constitutes less than 25% of the post Issue paid-up capital of the Company, then in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules,
1957, the Issue would be made through the 100% Book Building Process wherein at least 60% of the Net Issue would be Allotted on a proportionate basis to QIBs out of which 5% shall be
available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allocation on a proportionate basis to QIBs and Mutual Funds, subject to valid Bids
being received from them at or above the Issue Price. Further, not less than 10% of the Net Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less
than 30% of the Net Issue will be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price.
RISK IN RELATION TO FIRST ISSUE
This being the first issue of Equity Shares of the Company, there has been no formal market for the Equity Shares of the Company. The face value of the Equity Shares is Rs. 10 each and the Floor
Price is [•] times of the face value and the Cap Price is [•] times of the face value. The Issue Price (as determined by the Company in consultation with the BRLMs and CBRLMs on the basis of
assessment of market demand for the Equity Shares by way of book building) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No
assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
IPO GRADING
This Issue has been rated by [●] as [●] (pronounced [●]) indicating [●]. For details see the section titled “General Information” beginning on page [●] of this Draft Red Herring Prospectus and
refer to “Annexures” beginning on page [●] of this Draft Red Herring Prospectus.
GENERAL RISKS
Investments in equity and equity-related securities involve a high degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their
investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in this Issue. Before taking an investment decision, investors must rely on their own
examination of the Company and the Issue including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of
India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Draft Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” beginning
on page [●] of this Draft Red Herring Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Company having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to the Company and the
Issue, which is material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any
material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this Draft Red Herring Prospectus as a whole or
any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING ARRANGEMENT
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the NSE and BSE. We have received an ‘in-principle’ approval from the NSE and the BSE, for the
listing of the Equity Shares pursuant to letters dated [●] and [●], respectively. For the purposes of the Issue, the Designated Stock Exchange is [●].
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE
ISSUE

JM FINANCIAL
CONSULTANTS
PRIVATE LIMITED
141, Maker Chambers III
Nariman Point
Mumbai 400 021, India
Tel: (91 22) 6630 3030
Fax: (91 22) 2204 7185
Email: fvil.ipo@jmfinancial.in
Investor Grievance Email:
grievance.ibd@jmfinancial.in
Website: www.jmfinancial.in
Contact Person: Ms. Poonam
Karande
SEBI Registration No:
INM000010361
ENAM SECURITIES KOTAK MAHINDRA CAPITAL ICICI SECURITIES LIMITED EDELWEISS CAPITAL INTIME SPECTRUM
PRIVATE LIMITED COMPANY LIMITED ICICI Centre, H. T. Parekh Marg, LIMITED REGISTRY LIMITED
801, Dalamal Towers 3rd Floor, Bakhtawar, 229 Churchgate 14th Floor, Express Towers C 13, Pannalal Silk Mills
Nariman Point Nariman Point Mumbai 400 020, India Nariman Point Compound
Mumbai 400 021, India Mumbai 400 021, India Tel: (91 22) 2288 2460/70 Mumbai 400 021, India LBS Marg, Bhandup (West)
Tel: (91 22) 6638 1800 Tel: (91 22) 6634 1100 Fax: (91 22) 2282 6580 Tel: (91 22) 2286 4400 Mumbai 400 078, India
Fax: (91 22) 2284 6824 Fax: (91 22) 2284 0492 Email: Fax: (91 22) 2288 2119 Tel: (91 22) 2596 0320
Email: fvil.ipo@enam.com Email: fvil.ipo@kotak.com futureventures_ipo@isecltd.com Email: fvil.ipo@edelcap.com Fax: (91 22) 2596 0329
Investor Grievance Email: Investor Grievance Email: Investor Grievance Email: Website: www.edelcap.com Email:
complaints@enam.com kmccredressal@kotak.com customercare@isecltd.com Contact Person: Mr. Pallav Shah fvil.ipo@intimespectrum.com
Website: www.enam.com Website: www.kotak.com Website: www.icicisecurities.com SEBI Registration No: INM Website:
Contact Person: Ms. Lakha Contact Person: Mr. Chandrakant Contact Person: Mr. Mahesh 000010650 www.intimespectrum.com
Nair Bhole Natarajan Contact Person: Mr. Sachin
SEBI Registration No: SEBI Registration No: INM SEBI Registration No: INM Achar
INM000006856 000008704 000011179 SEBI Registration No:
INR000003761

BID/ISSUE PROGRAMME
BID/ISSUE OPENS ON: [●] BID/ISSUE CLOSES ON: [●]

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 TABLE OF CONTENTS

DEFINITIONS AND ABBREVIATIONS......................................................................................i

CERTAIN CONVENTIONS; USE OF MARKET DATA .......................................................... x
FORWARD-LOOKING STATEMENTS...................................................................................xii
RISK FACTORS ..........................................................................................................................xiii
SUMMARY......................................................................................................................................1
SUMMARY FINANCIAL INFORMATION ...............................................................................5
THE ISSUE......................................................................................................................................9
GENERAL INFORMATION.......................................................................................................10
CAPITAL STRUCTURE .............................................................................................................20
OBJECTS OF THE ISSUE ..........................................................................................................28
BASIS FOR ISSUE PRICE ..........................................................................................................31
BUSINESS .....................................................................................................................................43
REGULATIONS AND POLICIES..............................................................................................57
HISTORY AND CERTAIN CORPORATE MATTERS...........................................................65
OUR MANAGEMENT.................................................................................................................82
OUR PROMOTERS .....................................................................................................................92
OUR PROMOTER GROUP ......................................................................................................105
RELATED PARTY TRANSACTIONS ....................................................................................172
DIVIDEND POLICY ..................................................................................................................178
FINANCIAL STATEMENTS ....................................................................................................179
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS...................................................................................................203
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .............................216
GOVERNMENT APPROVALS ................................................................................................223
OTHER REGULATORY AND STATUTORY DISCLOSURES...........................................224
TERMS OF THE ISSUE ............................................................................................................235
ISSUE STRUCTURE..................................................................................................................238
ISSUE PROCEDURE .................................................................................................................242
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .....................269
MAIN PROVISIONS OF ARTICLES OF ASSOCIATION...................................................270
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION................................298
DECLARATION .........................................................................................................................301

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 DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise indicates or implies, the following terms have the meaning given below:

General

Term Description
“We”, “us”, “our”, “the refers to Future Ventures India Limited, a company incorporated under
Issuer”, “the Company” the Companies Act, 1956 and having its registered office at Door No.
and “our Company” 6/18, Plot No. 18/1, Nanganallur Co-operative Building Society, 17th
Street, Nanganallur, Chennai – 600 061

Company Related Terms

Term Description
Articles means the Articles of Association of our Company, as amended from
time to time
Adjusted Net Worth/ANW means the total assets of the Company, less all its liabilities including
loan capital; provided that traded / liquid investments will be marked to
market and unlisted / illiquid investments will be valued at the lower of
cost or Fair Market Value. With reference to any specific fiscal year, the
ANW means the ANW calculated as per the last audited balance sheet of
the Company, unless specified otherwise
Advisory Committee means the advisory committee comprising the CEO of the Consultant,
CFO of the Consultant and at least two other persons, in accordance with
the Consulting and Advisory Services Agreement
Auditors means the statutory auditors of our Company, M/s Deloitte Haskins and
Sells, Chartered Accountants
Board/Board of Directors means the Board of Directors of our Company
Business and Investment means the policy formulated by the Company and approved by the Board
Policy of Directors, setting out the guidelines pursuant to which the Company
shall acquire assets; the key terms of which are annexed as Schedule II to
the Consulting and Advisory Services Agreement
Business Opportunity means an opportunity for participating in a Business Venture or acquiring
an asset by the Company, that is identified by FCH in terms of the
Consulting and Advisory Services Agreement on its own or through third
party advisors or referred by the Company, but excludes Business
Ventures where the value of the venture is less than Rs. 30 crore and
wherein the Company has operational control
Business Ventures are those ventures in which the Company exercises operational control or
has significant influence, by virtue of being the promoter or by acquiring
interest therein
Consultant means Future Capital Holdings Limited in accordance with Consulting
and Advisory Services Agreement
Consulting and Advisory means the Consulting and Advisory Services Agreement dated February
Services Agreement 20, 2008 between the Company and FCH
Directors means Directors of the Company
EC or Executive Committee means the sub-committee of the Board of Directors, constituted in the
manner set out under the Business and Investment Policy, with such
functions as are more particularly set out in the Business and Investment
Policy
Evaluation Memorandum means the detailed memorandum in terms of the Consulting and
Advisory Services Agreement
Excluded Assets means the Business Ventures that are acquired by the Company from any

i
 Term Description
Future Group entity, on or prior to March 31, 2009
Fair Market Value means the fair market value of any of the assets acquired by the
Company, whether held in the form of tradable instruments or otherwise,
determined in accordance with Schedule I of the Consulting and
Advisory Services Agreement
FCH means Future Capital Holdings Limited
FCIPL means Future Capital Investment Private Limited
Future Group means the Future Group of companies
Key Managerial Personnel means those individuals described in the section titled “Our Management
– Key Managerial Personnel of our Company” on page [●] of this Draft
Red Herring Prospectus
Memorandum means the Memorandum of Association of our Company, as amended
NBFC means a Non Banking Financial Company as defined under the RBI Act
and registered with the RBI under applicable laws in India
Profit Before Tax or PBT means the net profit of the Company before tax, but excluding provisions, if
any, that are made for Incentive Fee, computed on a standalone basis as per
Indian Generally Accepted Accounting Principles (illustrated in Schedule
III of the Consulting and Advisory Services Agreement). If the computed
PBT is negative, then PBT will be considered as zero. Unless specified
separately, with reference to any specific fiscal year, PBT would be
calculated (as illustrated in Schedule III of the Consulting and Advisory
Services Agreement) as per the last audited balance sheet of the Company
that has been adopted by the shareholders of the Company
PRIL means Pantaloon Retail (India) Limited
Promoters means the promoters of the Company being Pantaloon Retail (India)
Limited, Pantaloon Future Ventures Limited, Future Capital Investment
Private Limited, Future Capital Holdings Limited and Mr. Kishore
Biyani
Promoter Group/Promoter means the entities mentioned in the section titled “Our Promoter Group”
Group Companies on page [●] of this Draft Red Herring Prospectus, unless otherwise
specified
Registered Office means the registered office of the Company located at Door No. 6/18,
Plot No. 18/1, Nanganallur Co-operative Building Society, 17th Street,
Nanganallur, Chennai – 600 061
Single Business Opportunity means a Business Venture or an asset for which the Company makes a
commitment at a specific time, even though disbursement and/or related
documentation may be completed at different points in time
Target Companies means the entities in which the Company holds or has committed to hold
a financial stake
Treasury Assets means assets that are intended to be held for 365 days or less on the date
on which investment is made

Issue Related Terms

Term Description
Allotment/Allot/Allotted means the allotment of Equity Shares pursuant to this Issue to the
successful Bidders, unless the context otherwise requires
Allottee means the successful Bidder to whom the Equity Shares are being/have
been Allotted
Banker(s) to the Issue [●]
Bid means an indication to make an offer during the Bidding/Issue Period by
a prospective investor to subscribe to the Equity Shares at a price within

ii
 Term Description
the Price Band, including all revisions and modifications thereto
Bid Amount means the highest value of the optional Bids indicated in the Bid cum
Application Form and payable by the Bidder on submission of the Bid in
the Issue
Bid /Issue Closing Date means the date after which the Syndicate will not accept any Bids for this
Issue and which shall be notified in one English national newspaper, one
Hindi national newspaper and one Tamil newspaper each with wide
circulation, including any revisions
Bid/Issue Opening Date means the date on which the Syndicate shall start accepting Bids for the
Issue and which shall be the date notified in one widely circulated
English national newspaper, one Hindi national newspaper and one
Tamil newspaper with wide circulation
Bid cum Application Form means the form in terms of which the Bidder shall make an offer to
subscribe to the Equity Shares of our Company and which will be
considered as the application for issue of the Equity Shares pursuant to
the terms of the Red Herring Prospectus and the Prospectus
Bidder means any prospective investor who makes a Bid pursuant to the terms of
the Red Herring Prospectus and the Bid cum Application Form
Bidding/Issue Period means the period between the Bid /Issue Opening Date and the Bid/Issue
Closing Date inclusive of both days and during which prospective
Bidders can submit their Bids, including any revision thereof
Book Building Process means the book building process as provided under Chapter XI of the
SEBI Guidelines, in terms of which the Issue is being made
BRLMs/Book Running Lead means the Book Running Lead Managers to the Issue, in this case being
Managers JM Financial Consultants Private Limited, Enam Securities Private
Limited, Kotak Mahindra Capital Company Limited, ICICI Securities
Limited and Edelweiss Capital Limited
CAN/Confirmation of means the note or advice or intimation of allocation of Equity Shares sent
Allocation Note to the Bidders who have been allocated Equity Shares after discovery of
the Issue Price in accordance with the Book Building Process
Cap Price means the higher end of the Price Band, above which the Issue Price will
not be finalized and above which no Bids will be accepted
CBRLMs/Co- Book Running means the Co-Book Running Lead Managers to the Issue, in this case
Lead Managers being Centrum Capital Limited, Collins Stewart Inga Private Limited and
India Infoline Limited
Centrum means Centrum Capital Limited
Collins means Collins Stewart Inga Private Limited
Cut-Off Price means any price within the Price Band finalised by the Company in
consultation with the BRLMs/CBRLMs. Only Retail Individual Bidders
are entitled to bid at the Cut-Off Price, for a Bid Amount not exceeding
Rs. 100,000. QIBs and Non-Institutional Bidders are not entitled to bid at
the Cut-Off Price
Designated Date means the date on which the Escrow Collection Banks transfer funds
from the Escrow Account(s) to the Public Issue Account after the
Prospectus is filed with the RoC, following which the Board of Directors
shall allot Equity Shares to successful Bidders
Designated Stock Exchange [●]
Draft Red Herring Prospectus means this Draft Red Herring Prospectus issued in accordance with
Section 60B of the Companies Act, which does not contain complete
particulars on the price at which the Equity Shares are offered and the
size (in terms of value) of the Issue
Edelweiss means Edelweiss Capital Limited
Eligible Employees means permanent employees of Pantaloon Retail (India) Limited,
Pantaloon Future Ventures Limited, Future Capital Holdings Limited,

iii
 Term Description
Future Capital Investment Private Limited and the Company, as on [●],
who are Indian nationals based in India and are present in India on the
date of submission of the Bid cum Application Form
Eligible NRI means NRIs resident in jurisdictions outside India where it is not
unlawful to make an issue or invitation under the Issue and in relation to
whom the Red Herring Prospectus constitutes an invitation to subscribe
for the Equity Shares
Eligible Shareholders of PRIL means the shareholders of Pantaloon Retail (India) Limited, excluding
the Promoters and Promoter Group of the Company, based in India and
are physically present in India on the date of submission of the Bid cum
Application Form, who are entitled to invest in the Equity Shares of the
Company in accordance with the applicable law
Enam means Enam Securities Private Limited
Equity Shares means equity shares of the Company of face value of Rs. 10 each, unless
otherwise specified in the context thereof
Escrow Account means an account opened with an Escrow Collection Bank(s) and in
whose favour the Bidder will issue cheques or drafts in respect of the Bid
Amount when submitting a bid
Escrow Agreement means an agreement to be entered into by our Company, the Registrar to
the Issue, BRLMs/ CBRLMs, the Syndicate Members and the Escrow
Collection Bank(s) for collection of the Bid Amounts and where
applicable, refunds of the amounts collected to the Bidders on the terms
and conditions thereof
Escrow Collection Bank(s) means the banks, which are clearing members and registered with SEBI
as Banker(s) to the Issue, at which the Escrow Account will be opened
and in this case being [•]
First Bidder means the Bidder whose name appears first in the Bid cum Application
Form or Revision Form
Floor Price means the lower end of the Price Band, below which the Issue Price will
not be finalised and below which no Bids will be accepted
Fortune means Fortune Financial Services (India) Limited

IIL means India Infoline Limited

IPO means Initial Public Offering
Issue means the public issue of 3,736,156,300 Equity Shares of Rs. 10 each of
the Issuer for cash at a price of Rs. [●] per Equity Share (including a
share premium of Rs. [●] per Equity Share) aggregating Rs. [●]
Issue Price means the final price at which Equity Shares will be Allotted in the Issue,
as determined by the Company in consultation with the BRLMs/
CBRLMs on the Pricing Date
I-Sec means ICICI Securities Limited
JM Financial means JM Financial Consultants Private Limited
Kotak means Kotak Mahindra Capital Company Limited
Margin Amount means the amount paid by the Bidder at the time of submission of his/her
Bid, which may range from 10% to 100% of the Bid Amount
Monitoring Agency means [●]
Mutual Funds means a mutual fund registered with SEBI pursuant to the SEBI (Mutual
Funds) Regulations, 1996, as amended from time to time
Mutual Funds Portion means 5% of the QIB Portion or 66,518,750 Equity Shares (assuming the
QIB Portion is for 50% of the Net Issue) available for allocation to
mutual funds only out of the QIB Portion
Net Issue means the Issue less the Reservation Portion and Promoter’s contribution
in this Issue
Non-Institutional Bidders means all Bidders that are not QIBs or Retail Individual Bidders and who

iv
 Term Description
have Bid for Equity Shares for an amount more than Rs. 1,00,000 (but
not including NRIs other than Eligible NRIs)
Non-Institutional Portion means the portion of this Net Issue being not less than 399,112,500
Equity Shares available for allocation to Non-Institutional Bidders
Pay- in-Date means the Bid/Issue Closing Date or the last date specified in the CAN
sent to Bidders, as applicable
Pay-in-Period means the period commencing on the Bid/Issue Opening Date and
extending until the closure of the Pay-in Date(s).
Price Band means the price band with a minimum price (Floor Price) of Rs. [•] and
the maximum price (Cap Price) of Rs. [•], per Equity Share including
any revisions thereof
Pricing Date means the date on which the Company in consultation with the BRLMs/
CBRLMs finalize the Issue Price
Prospectus means the Prospectus, to be filed with the RoC containing, inter alia, the
Issue Price that is determined at the end of the Book Building Process,
the size of the Issue and certain other information
Public Issue Account means an account opened with the Banker(s) to the Issue to receive
monies from the Escrow Accounts for the Issue on the Designated Date
QIB Margin Amount means an amount representing at least 10% of the Bid Amount
QIB Portion means the portion of the Net Issue to public being at least 1,330,375,000
Equity Shares required to be allocated to QIBs
Qualified Institutional Buyers means public financial institutions as defined in Section 4A of the
or QIBs Companies Act, including FIIs, scheduled commercial banks, mutual
funds registered with SEBI, venture capital funds registered with SEBI,
foreign venture capital investors registered with SEBI, state industrial
development corporations, insurance companies registered with the
Insurance Regulatory and Development Authority, provident funds with
a minimum corpus of Rs. 25 crore, pension funds with a minimum
corpus of Rs. 25 crore, and multilateral and bilateral development
financial institutions
Refund Account(s) means account(s) opened with an Escrow Collection Bank from which
refunds if any, shall be made
Registrar /Registrar to the means Registrar to the Issue, in this case being Intime Spectrum Registry
Issue Limited
Reservation Portion means the portion of the Issue being up to 50,000,000 Equity Shares
available for allocation to Eligible Employees and up to 250,000,000
Equity Shares available for allocation to Eligible Shareholders of PRIL.
This reservation does not include the Promoters and the Promoter Group
of the Company
Retail Individual Bidders means individual bidders (including HUFs and Eligible NRIs) who have
Bid for Equity Shares for an amount less than or equal to Rs. 100,000 in
any of the bidding options in the Issue
Retail Portion means the portion of the Net Issue to the public being not less than
931,262,500 Equity Shares available for allocation to Retail Individual
Bidder(s)
Revision Form means the form used by the Bidders to modify the quantity of Equity
Shares or the Bid Price in any of their Bid cum Application Forms or any
previous Revision Form(s)
RHP or Red Herring means the red herring prospectus to be issued in accordance with Section
Prospectus 60B of the Companies Act which does not have complete particulars on
the price at which the Equity Shares are offered and the size of the Issue.
The Red Herring Prospectus which will be filed with the RoC at least
three days before the Bid/Issue Opening Date and will become a
Prospectus after filing with the RoC after the Pricing Date

v
 Term Description
Stock Exchanges means the NSE and the BSE
Syndicate means the BRLMs, CBRLMs and the Syndicate Members
Syndicate Agreement means the agreement to be entered into between the Company and the
Syndicate in relation to the collection of Bids in this Issue
Syndicate Members Kotak Securities Limited and [●]
TRS or Transaction means the slip or document issued by the Syndicate Members to the
Registration Slip Bidder as proof of registration of the Bid
Underwriters means the BRLMs, CBRLMs and the Syndicate Members
Underwriting Agreement means the agreement between the members of the Syndicate and the
Company to be entered into on or after the Pricing Date

Conventional/General Terms

Term Description
AGM means Annual General Meeting
AS means Accounting Standards issued by the Institute of Chartered
Accountants of India
AY means Assessment Year
BSE means Bombay Stock Exchange Limited
CDSL means Central Depository Services (India) Limited
CIN means Corporate Identity Number
Companies Act means the Companies Act, 1956, as amended from time to time
Depositories Act means the Depositories Act, 1996, as amended from time to time
Depository means a body corporate registered under the SEBI (Depositories and
Participants) Regulations, 1996, as amended from time to time
Depository Participant means a depository participant as defined under the Depositories Act
DIN means Director Identification Number
EBITDA means Earnings Before Interest, Tax, Depreciation & Amortization.
ECS means Electronic Clearing System
EGM means Extraordinary General Meeting
EPS means Earning Per Share.
Electronic Transfer of Funds means Refunds through ECS, NEFT, Direct Credit or RTGS, as applicable
FDI means Foreign Direct Investment
FEMA means Foreign Exchange Management Act, 1999, as amended from time
to time and the regulations framed thereunder
FII means Foreign Institutional Investor, as defined under SEBI (Foreign
Institutional Investor) Regulations, 1995, registered with SEBI under
applicable laws in India.
FIPB means Foreign Investment Promotion Board, Government of India
Financial Year /fiscal means the period of twelve months ended March 31 of that particular year,
year/FY/ fiscal unless otherwise stated
FVCI means a Foreign Venture Capital Investor registered with SEBI under
SEBI (Foreign Venture Capital Investors) Regulations, 2000
GIR Number means General Index Registry Number
Government/ GOI means the Government of India
HUF means Hindu Undivided Family
I.T. Act means the Income Tax Act, 1961, as amended from time to time
Indian GAAP means Generally Accepted Accounting Principles in India
MICR means Magnetic Ink Character Recognition
NEFT means National Electronic Funds Transfer
NOC means No Objection Certificate
Non Residents/NR means a person resident outside India, as defined under FEMA and
includes a Non-Resident Indian

vi
 Term Description
NRE Account means Non-Resident External Account
NRI/Non-Resident Indian means a person resident outside India, who is a citizen of India or a Person
of Indian origin and shall have the same meaning as ascribed to such term
in the Foreign Exchange Management (Deposit) Regulations, 2000 as
amended from time to time
NRO Account means Non-Resident Ordinary Account
NSDL means National Securities Depository Limited
NSE means the National Stock Exchange of India Limited
OCB/ Overseas Corporate means a company, partnership, society or other corporate body owned
Body directly or indirectly to the extent of at least 60% by NRIs including
overseas trusts, in which not less than 60% of beneficial interest is
irrevocably held by NRIs directly or indirectly and which was in existence
on October 3, 2003 and immediately before such date had taken benefits
under the general permission granted to OCBs under FEMA. OCBs are not
allowed to invest in this Issue
p.a./P.A means per annum
PAT means profit after tax
P/E Ratio means Price/Earnings Ratio
PAN means Permanent Account Number
Person/Persons means any individual, sole proprietorship, unincorporated association,
unincorporated organization, body corporate, corporation, company,
partnership, limited liability company, joint venture, or trust or any other
entity or organization validly constituted and/or incorporated in the
jurisdiction in which it exists and operates, as the context requires
PIO/ Person of Indian Origin means Person of Indian Origin and shall have the same meaning as is
ascribed to such term in the Foreign Exchange Management (Investment in
Firm or Proprietary Concern in India) Regulations, 2000, as amended from
time to time
PLR means the Prime Lending Rate
Re. means One Indian Rupee
RBI means the Reserve Bank of India
Reserve Bank of India means the Reserve Bank of India Act, 1934, as amended from time to time
Act/RBI Act
RoC/Registrar of Companies means the Registrar of Companies, Tamil Nadu at Chennai located at
Block No.6, B wing 2nd Floor, Shastri Bhawan, 26 Haddows Road,
Chennai 600034
RoNW means Return on Net Worth
Rs. means Indian Rupees
RTGS means Real Time Gross Settlement Process
SCRA means Securities Contracts (Regulation) Act, 1956, as amended from time
to time
SCRR means Securities Contracts (Regulation) Rules, 1957, as amended from
time to time
SEBI means the Securities and Exchange Board of India constituted under the
SEBI Act, 1992
SEBI Act means The Securities and Exchange Board of India Act, 1992, as amended
from time to time
SEBI Guidelines means SEBI (Disclosure and Investor Protection) Guidelines, 2000 issued
by SEBI on January 27, 2000, as amended, including instructions and
clarifications issued by SEBI in relation thereto from time to time
SEBI Takeover Regulations means the Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeover) Regulations, 1997, as amended from time to time
SICA means the Sick Industrial Companies (Special Provisions) Act, 1985
VCF means a Venture Capital Fund registered under the SEBI (Venture Capital

vii
 Term Description
Fund) Regulations, 1996

Industry Related Terms

Term Description
Doubtful asset means (a) a term loan, or (b) a lease asset, or (c) a hire purchase asset, or
(d) any other asset which remain a sub-standard asset for a period
exceeding 18 months
KYC means know your customer
Loss asset means (a) an asset which has been identified as loss asset by the NBFC
or its internal or external auditor or by the RBI during the inspection of
the NBFC, to the extent that it is not written off by the NBFC; and (b) an
asset which is adversely affected by a potential threat of non-
recoverability due to either erosion in the value of security or non
availability of security or due to any fraudulent act or omission on the
part of the borrower
NOF means Net owned funds
NPA means Non Performing Asset
Owned Funds means, paid up equity capital, preference shares which are compulsorily
convertible into equity, free reserves, balance in share premium account;
capital reserve representing surplus arising out of sale proceeds of asset,
excluding reserves created by revaluation of assets; less accumulated
loss balance, book value of intangible assets and deferred revenue
expenditure, if any
PPP means Purchasing Power Parity
Standard asset means the asset in respect of which no default in repayment of principal
or payment of interest is perceived and which does not disclose any
problem nor carries more than normal risk attached to the business
Subordinated debt means a fully paid up capital instrument, which is unsecured and is
subordinated to the claims of other creditors and is free from restrictive
clauses and is not redeemable at the instance of the holder or the without
the consent of the supervisory authority of NBFC authority. The book
value of such instrument is subjected to discounting as prescribed in the
Prudential Norms Directions
Sub-standard asset means, (a) an asset, which has been classified as non-performing asset
for a period not exceeding 18 months; b) an asset where the terms of the
agreement regarding interest and / or principal have been renegotiated or
rescheduled or restructured after commencement of operations, until the
expiry of one year of satisfactory performance under the renegotiated or
rescheduled or restructured terms. An infrastructure loan shall, however,
be classified as a sub-standard asset only in accordance with the
provisions of paragraph 20 of the Non-Banking Financial (Non -
Deposit Accepting or Holding) Companies Prudential Norms (Reserve
Bank) Directions, 2007
Tier – I Capital Owned fund as reduced by investment in shares of other NBFCs and in
shares, debentures, bonds, outstanding loans and advances including hire
purchase and lease finance made to and deposits with subsidiaries and
companies in the same group exceeding, in aggregate, ten per cent of the
owned fund
Tier – II Capital Includes the following a) preference shares other than those which are
compulsorily convertible into equity; b) revaluation reserves at
discounted rate of 55 %; c) general provisions and loss reserves to the
extent these are not attributable to actual diminution in value or

viii
Term Description
identifiable potential loss in any specific asset and are available to meet
unexpected losses, to the extent of one-and-one-fourth per cent of risk
weighted assets; d) hybrid debt capital instruments; and d) subordinated
debt, to the extent the aggregate does not exceed Tier-I capital

ix
 CERTAIN CONVENTIONS; PRESENTATION OF FINANCIAL AND MARKET DATA

Unless stated otherwise, the financial data in this Draft Red Herring Prospectus is derived from our restated
financial statements prepared in accordance with Indian GAAP and SEBI Guidelines which are included in
this Draft Red Herring Prospectus.

Our fiscal year commences on April 1 of each year and ends on March 31 of each year. All references to a
particular fiscal year are to the 12 month period ended March 31 of that year. In this Draft Red Herring
Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to
rounding-off.

There are significant differences between Indian GAAP, IFRS and U.S. GAAP. We have not attempted to
explain those differences or quantify their impact on the financial data included herein. Accordingly, the
degree to which the Indian GAAP financial statements included in this Draft Red Herring Prospectus will
provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian
accounting practices, Indian GAAP, the Companies Act and the SEBI Guidelines. Any reliance by persons
not familiar with Indian accounting practices on the financial disclosures presented in this Draft Red
Herring Prospectus should accordingly be limited. We urge you to consult your own advisors regarding
such differences and their impact on our financial data.

Any percentage amounts, as set forth in “Risk Factors”, “Business”, “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and elsewhere in this Draft Red Herring
Prospectus, unless otherwise indicated, have been calculated on the basis of our restated financial
statements prepared in accordance with Indian GAAP.

All references to “India” contained in this Draft Red Herring Prospectus are to the Republic of India, all
references to the “US”, “USA”, or the “United States” are to the United States of America, its territories
and possessions and all references to “UK” are to the United Kingdom of Great Britain and Northern
Ireland, together with all its territories and possessions.

For definitions, please see the section titled “Definitions and Abbreviations” on page [●] of this Draft Red
Herring Prospectus. In the section entitled “Main Provisions of Articles of Association”, defined terms
have the meaning given to such terms in the Articles.

Use of Market data

Unless stated otherwise, industry data used throughout this Draft Red Herring Prospectus has been obtained
from industry publications. Industry publications generally state that the information contained in those
publications has been obtained from sources believed to be reliable but that their accuracy and
completeness is not guaranteed and their reliability cannot be assured. Although we believe that industry
data used in this Draft Red Herring Prospectus is reliable, it has not been independently verified.

Currency and Units of Presentation

In this Draft Red Herring Prospectus, all references to “Rupees” and “Rs.” are to the legal currency of
India, all references to “U.S. Dollars”, and “US$” are to the legal currency of the United States of America.
In this Draft Red Herring Prospectus we have presented certain numerical information in “lacs” and
“crores” units. One lac represents 100,000 and one crore represents 10 million or 100 lacs.

Exchange Rates

This Draft Red Herring Prospectus contains translations of certain U.S. Dollar and other currency amounts
into Indian Rupees that have been presented solely to comply with the requirement of Clause 6.9.7.1 of the
SEBI Guidelines. These convenience translations should not be construed as a representation that those
U.S. Dollar or other currency amounts could have been, or can be converted into Indian Rupees, at any
particular rate, the rate stated below or at all.

x
Unless, otherwise sated, we have in this Draft Red Herring Prospectus used a conversion rate of Rs. 39.39
for one U.S Dollar, being the exchange rate as of January 31, 2008 (Source: The RBI). Such translations
should not be considered as a representation that such U.S Dollar amounts have been, could have been or
could be converted into Rupees at any particular rate, the rates stated above or at all.

xi
 FORWARD-LOOKING STATEMENTS

This Draft Red Herring Prospectus contains certain forward-looking statements with respect to our
financial condition, results of operations and business. These forward-looking statements can be identified
by the fact that they do not relate to any historical or current facts. These forward-looking statements can
generally be identified by words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”,
“will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”,
“goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions that are
“forward-looking statements”.

All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual
results to differ materially from those contemplated by the relevant forward-looking statement. Important
factors that could cause actual results to differ materially from our expectations include, among others:

• the availability of opportunities for the acquisition and unlocking of value;

• the success and financial performance of business ventures in which we are engaged;
• readily accessible short and long-term funding alternatives;
• conditions in the financial markets;
• the level and volatility of interest rates;
• the continued development and growth of consumption-led sectors in India;
• the performance of the Consultant;
• any increase in Indian interest rates or inflation;
• any scarcity of credit or other financing in India;
• prevailing income conditions among Indian consumers and Indian corporations;
• volatility in, and actual or perceived trends in trading activity on, India's principal stock
exchanges;
• variations in exchange rates;
• changes in India’s tax, trade, fiscal or monetary policies;
• political instability, terrorism or military conflict in India or in countries in the region or globally,
including in India’s various neighboring countries;
• natural disasters in India or in countries in the region or globally, including in India’s neighboring
countries;
• prevailing regional or global economic conditions, including in India’s principal export markets;
and
• other significant regulatory or economic developments in or affecting India or its retail and other
consumption-led sectors or industries.

For further discussion of factors that could cause our actual results to differ, please see the section titled
“Risk Factors”, “Business” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages [●], [●] and [●] of this Draft Red Herring Prospectus. By their nature,
certain risk disclosures are only estimates and could be materially different from what actually occurs in the
future. As a result, actual future gains or losses could materially differ from those that have been estimated.
We, the members of the Syndicate and their respective affiliates do not have any obligation to, and do not
intend to, update or otherwise revise any statements reflecting circumstances arising after the date hereof or
to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.
In accordance with SEBI requirements, we, the BRLMs and the CBRLMs will ensure that investors in
India are informed of material developments until such time as the commencement of listing and trading on
the Stock Exchanges of the Equity Shares allotted pursuant to the Issue.

xii
 RISK FACTORS

An investment in Equity Shares involves a high degree of risk. You should carefully consider all the
information in this Draft Red Herring Prospectus, including the risks and uncertainties described below,
before making an investment in the Equity Shares. You should pay particular attention to the fact that we
are governed by Indian legal and regulatory requirements, which may differ from those prevailing in other
countries. If any of the following risks actually occur, our business, prospects, results of operations and
financial condition could suffer and the price of, and the value of your investment in, the Equity Shares
could decline. These risks and uncertainties are not the only risks that we face; additional risks and
uncertainties not presently known to us or that we currently believe to be immaterial may also have a
material adverse effect on our business, results of operations and financial condition. Unless otherwise
stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the
financial or other implications of any of the risks mentioned herein. The financial data in this section is
derived from our financial statements prepared in accordance with Indian GAAP and restated in
accordance with the SEBI Guidelines. The numbering of the risk factors has been done to facilitate ease of
reference and does not in any manner indicate the importance of one risk factor over another.

Internal Risk Factors

Risks relating to our Business

1. We have limited experience in creating, building, acquiring, investing in and operating innovative
and emerging businesses in consumption led sectors in India and there can be no assurance that
we will achieve our business objective.

We have limited experience as a company in creating, building, acquiring, investing in and operating
innovative businesses in consumption led sectors in India. Since we have begun implementing our
business model only recently, therefore we are substantially reliant on PRIL’s and our Consultant’s
expertise. The operating results presented in the financial statements included in this Draft Red
Herring Prospectus relate to our previous business carried out under the name Subhikshith Finance
& Investments Limited, which was a lending and debt recovery business that was very different in
scope and scale from our new business model. Consequently, the financial statements we have
presented in this Draft Red Herring Prospectus will not necessarily be indicative of our actual
experience as a public company or indicative in any way of our future performance and do not
demonstrate to you our ability to build and manage our business. We are also subject to business
risks and uncertainties associated with any new business enterprise, including the risk that we will
not achieve our business objective and that the value of your investment in us could decline
substantially. In particular, our success and results of operations will depend on many factors,
including, but not limited to, the following:

• the availability of opportunities for the acquisition and unlocking of value;

• the success and financial performance of business ventures in which we are engaged;
• readily accessible short and long-term funding alternatives;
• conditions in the financial markets;
• the level and volatility of interest rates;
• the continued development and growth of consumption-led sectors in India;
• general economic conditions; and
• the performance of the Consultant.

2. We have no current plans to pay dividends and shareholders may not receive distributions from
any sale of our Business Ventures.

The objective of our Company is to create, build, acquire, invest in and operate Business Ventures in
India. We intend to re-deploy any profits and cash flows from our Business Ventures in new
business opportunities and do not intend to pay dividends on our Equity Shares in the foreseeable

xiii
 future, even though we may have distributable reserves. Furthermore, our shareholders will not be
entitled to receive distributions from any sale of our Business Ventures. Since we do not anticipate
paying dividends on our Equity Shares, the investment opportunity presented to prospective
investors in the Issue will depend on the increase, if any, in the market value of our Equity Shares,
which cannot be assured.

3. We operate in a highly competitive market for business opportunities.

Competition for opportunities in consumption-led sectors is based on a variety of factors, including

our performance and reputation, investor perception of management’s vision, focus and alignment of
interests and our quality of service. There are relatively few barriers to entry impeding new entrants
in our lines of business, resulting in increased competition. We compete for business opportunities
with a number of other providers of medium- to long- term capital, including public and private
sector banks, mutual funds, financial institutions and other NBFCs. We also expect to face
competition from other participants in consumption-led sectors in sourcing and securing business
opportunities. Some of our competitors are substantially larger and have considerably greater
financing resources than those available to us. Competitors also may have a lower cost of funds and
many have access to funding sources that are not available to us. In addition, certain of our
competitors may have greater risk appetites or different risk assessment policies than ours, which
could encourage them to consider a wider variety of opportunities, establish more relationships and
more quickly build their market share. Also, some of our competitors may have greater technical,
marketing and other resources and greater experience in our lines of business than us, enabling them
to secure opportunities at lower prices or to otherwise incentivize the sellers. They may also recruit
our business professionals away from us or our Consultant. As a result of this competition, there is
no assurance that we will be able to identify and participate in attractive business opportunities that
satisfy our financial objective, including as to price, or that we will be able fully to deploy our
available capital. Delays that we may encounter in the selection, acquisition, development and sale
of assets could adversely affect returns for our shareholders. If we are not able to compete
effectively, our financial condition and results of operations will be adversely affected. There also
can be no assurance that our Business Ventures will be able to compete effectively with other
companies in the sectors in which they are involved.

4. Our business strategy is focused on consumption-led sectors in India, and adverse developments
in these sectors could materially affect our financial performance.

Our strategic focus on opportunities in consumption-led sectors in India may not be successful. The
performance of these sectors is sensitive to changes in consumer spending habits and preferences
and our success depends on our ability to anticipate and respond to these changing consumer trends.
International companies, as well as newly emerging domestic companies entering the Indian
consumption-led sectors, may change consumption patterns. Foreign investment and interest rate
fluctuations could also impact the growth of the consumption-led sectors. Consumption-led
industries are also predominantly dependent on the rise in household income levels; the recent
growth of income levels in India has been due to the general growth of the economy and may not be
sustainable in the future. Also see “Risks relating to the Indian Economy - A slowdown in economic
growth in India could cause our business to suffer” beginning on page [●] of this Draft Red Herring
Prospectus.

5. We will rely on the Consultant to provide us with various types of advisory services and on PRIL
to assist our Business Ventures in their strategic growth and business development plans and if
the Consultant or PRIL do not perform as expected, our business could be materially and
adversely affected.

We will rely on the Consultant in various respects, including sourcing, analyzing and assisting us in
mentoring, managing and monitoring our Business Ventures. Although our Executive Committee
will review the proposals made by the Consultant, the Consultant will have a substantial amount of
discretion while performing its duties. In particular, our performance will depend on the success of

xiv
 the Consultant’s involvement in our business sourcing processes (see “Business-Business Sourcing
Processes -- Approval Processes” beginning on page [●] of the Draft Red Herring Prospectus). Our
Consultant is not providing its services exclusively to us. In addition, we believe that our success
depends to a significant extent upon the experience of the Consultant’s personnel. There can be no
guarantee that these persons will not resign, join competitors or form competing companies. The loss
of key members of the Consultant’s team may have an adverse effect on our performance.

We are also dependent on PRIL, the flagship company of the Future Group, and if its competitive
position in the Indian retail sector were to decline, we could be materially and adversely affected.
We will rely on PRIL to provide us with the capability to mentor the growth of our business
ventures. Having access to and utilizing PRIL’s extensive knowledge of consumer behavior and
spending patterns is a key element of our strategy. We believe that our relationship with PRIL and
the Future Group is a key differentiator for us, and any variations to this relationship could
materially and adversely affect us.

6. The Managing Director of our Company, Mr. Kishore Biyani, is also involved in the management
of other Future Group companies and chairman of the Consultant, and this could reduce his
participation in the management of our Company.

The Managing Director of our Company, Mr. Kishore Biyani, is also the Managing Director of our
Promoter, Pantaloon Retail (India) Limited, chairman of the Consultant, who is also our Promoter
and is involved in the management of other Future Group Companies. Therefore, there may be
situations in which Mr. Biyani is unable to allocate sufficient time to our Company or effectively
participate in the management of our Company, which could have a material adverse effect on our
business.

7. Conflicts of interest may arise and our failure to deal with them appropriately could damage our
reputation and adversely affect our business.

As we expand the number and scope of our Business Ventures, we could increasingly confront
potential conflicts of interest relating to our business sourcing activities. Various entities within the
Future Group have overlapping business objectives and potential conflicts may arise with respect to
decisions regarding how to allocate business opportunities among those entities. In addition, holders
of our Equity Shares may perceive conflicts of interest in other circumstances, such as decisions
made in relation to assets in which the Future Group may have had, currently has or will in the future
have significant interests, as well as where we or business ventures in which we participate enter into
transactions with other Future Group entities. Pursuant to the terms of the Consulting and Advisory
Services Agreement, our Company has agreed to a right of first offer mechanism to seek to minimize
potential conflicts of interests with respect to potential business opportunities between our Company
and other entities within the Future Group. See “Business - Consulting and Advisory Services
Agreement — Conflict resolution’’ on page [●] of this Draft Red Herring Prospectus.
Notwithstanding the conflict resolution mechanism, it is possible that potential or perceived conflicts
of interest could give rise to losses, investor dissatisfaction, litigation or regulatory enforcement
actions. Other Future Group entities also will continue to be free to continue to compete with us for
business opportunities in consumption-led sectors.

8. The interests of our Consultant and our Promoters may conflict with our interests or with the best
interests of our other shareholders.

Our Consultant is controlled by our Managing Director, Mr. Kishore Biyani, who is also the
Managing Director of our Promoter, Pantaloon Retail (India) Limited. As a result, Mr. Biyani will
continue to exercise significant control over our Consultant, including being able to determine
decisions requiring a supermajority of the total voting power of our shareholders. Two of our six
board members also are directors of PRIL, and four of our six board members also are directors of
our Consultant. Each of these board members will be required to recuse himself from decisions
regarding the dealings between our Company and the affiliate of which he is a director however,

xv
 there can be no assurance that such procedures will reduce the likelihood of actual or perceived
conflicts of interest.

9. We have entered and will continue to enter into a substantial amount of related party transactions
with our Promoters and Promoter Group entities.

We have entered and will continue to enter into a substantial amount of related party transactions
with our Promoters and Promoter Group entities. Historical related party transactions entered into by
us have been disclosed in our restated audited financial statements. See the section entitled
“Financial Statements” beginning on page [▪] of this Draft Red Herring Prospectus for further details
of these related party transactions. For details of related party transactions following the date of our
last audited balance sheet, see “Management’s Discussion and Analysis of Financial Condition and
Results of Operations – Related Party Transactions” and “-- Analysis of Certain Changes – Known
trends or uncertainties” beginning on pages [▪] and [▪], respectively, of this Draft Red Herring
Prospectus. While we believe that all such transactions have been conducted on an arm’s length
basis, there can be no assurance that we could not have achieved more favorable terms had such
transactions been entered into with unrelated parties.

Further, whilst we comply with Indian accounting and regulatory standards in entering into related
party transactions, such standards may not be comparable with standards of other countries such as
the United Kingdom or the United States or with IFRS. In particular, certain transactions which our
Company may have entered into, and which would be treated as related party transactions under
other accounting standards, are not treated as related party transactions under Indian GAAP. There
can be no assurance that our Company has not entered into similar transactions which, individually
or in the aggregate, in the event that obligations owed to our Company are not met, would not
adversely affect the business and financial condition and/or results of operations of our Company.
Furthermore, we will enter into significant levels of related party transactions in the future. There
can be no assurance that such transactions, individually or in the aggregate, will not have an adverse
effect on our business, prospects, results of operations and financial condition, including because of
potential conflicts of interest or otherwise.

10. We will be exposed to risks associated with changes in interest rates.

The level and volatility of general interest rate fluctuations may have a substantial adverse impact on
the value of our Business Ventures, the value of our Equity Shares and our rate of return on invested
capital. A reduction in the interest spreads on any debt investments could also have an adverse
impact on our income. An increase in interest rates could increase our interest expense, thereby
decreasing our income. In addition, if interest rates were to rise, the attractiveness of our Equity
Shares relative to other securities or investment products could decrease.

11. Our revenue and operating results will fluctuate, particularly as we cannot predict the timing of
realization events.

Our revenue, net income and cash flow will be highly variable because our financial results will be
affected by the timing of when any assets are sold or of other realization events, which may make it
difficult for us to achieve steady earnings growth and may cause the price of our Equity Shares to
decline. The timing and receipt of income and gains generated by the sale of assets is event-driven
and thus highly variable, which will contribute to the volatility of our revenue. We may also
experience fluctuations in our results due to a number of other factors, including changes in the
values of our assets, changes in the amount of distributions, dividends or interest paid in respect of
assets, changes in our operating expenses, the degree to which we encounter competition and general
economic and market conditions. These fluctuations could lead to significant volatility in the price of
our Equity Shares. We cannot predict when, or if, any realization of assets will occur and even if an
asset proves to be profitable, it may be several years before any profits can be realized in cash (or
other proceeds). If we were to have a realization event in a particular quarter, it could have a
significant impact on our revenues and profits for that particular quarter which might not be

xvi
 replicated in subsequent quarters. As a result of these variables, performance in a specific period
should not be relied upon as being indicative of performance in future periods.

12. Under Indian GAAP, our assets will be recorded at book value, as a result of which our financial
statements will not reflect the fair market value of our assets.

A significant part of our assets is expected to consist of illiquid assets, the fair value of which is not
readily determinable. Subject to limited exceptions, we are required by our accounting policies under
Indian GAAP to record the book value of our assets, and therefore our financial statements will not
reflect the fair market value of our assets. As a consequence, our financial statements will not serve
as an indicator of the growth and performance of our assets. We will, however, publish on an annual
basis the “Adjusted Net Worth” of our Company, as discussed further in the section titled
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on page [] of this Draft Red Herring Prospectus. The computation of Adjusted Net Worth
will involve the application of fair value pricing procedures. Because such valuations, and
particularly valuations of unlisted assets, are inherently uncertain and may be based on estimates, our
determinations of fair value may differ materially from the values that would be assessed if a ready
market for these assets existed. There can be no assurance that we will be able to obtain the fair
value assigned to an asset if we are able to sell the asset at approximately the time at which we
determine its fair value. Our Adjusted Net Worth could be adversely affected if our determinations
regarding the fair value of our assets were to be materially different from the values that we
ultimately realize upon a disposal.

13. Difficult conditions for our Business Ventures can adversely affect us in many ways, including by
reducing the value or performance of any Business Venture that we acquire

Our capital growth is derived principally from gains on our assets. Therefore, any difficult condition
which adversely affects the performance of any Business Venture that we acquire could have a
bearing on our performance. For example:

• a company having limited financial resources and being unable to meet its obligations, may
reduce the likelihood of our monetizing our asset;
• a company having a shorter operating history, narrower product lines and smaller market
shares than larger businesses may render it more vulnerable to competitors’ actions and
market conditions, as well as general economic downturns;
• a company depending on the management talents and efforts of a small group of persons, so
that the death, disability, resignation or termination of one or more of these persons could
have a material adverse impact on such a company and, in turn, on us;
• a company facing litigation or regulatory actions that threaten its business or financial
condition;
• mismanagement or fraud on the part of employees of or third parties involved with any
entities in which we have interests, resulting in our suffering a partial or total loss of the
amounts invested in that entity; and
• defaults or cross defaults in respect of a Business Venture’s indebtedness, which could
diminish the value of our asset.

If any of the above risks were to materialize in respect of one or more of our Business Ventures, the
value of our portfolio would be adversely affected.

14. We may not be able to complete our proposed acquisition of interests in certain Business
Ventures.

We have entered into securities purchase agreements in respect of Business Ventures in the mobile
phone distribution and footwear retail. We intend to purchase our interests in these ventures from our
parent, Pantaloon Retail (India) Limited, which holds these interests in a joint venture arrangement

xvii
 with third parties. Our parent will be required to obtain consents, including from these third parties,
to sell us its interests in these Business Ventures. There can be no assurance that such consents will
be obtained and that we will successfully be able to complete our proposed acquisition of interests in
these Business Ventures. For details see the section “History and Certain Corporate Matters-Material
Agreements” beginning on page [●] of the Draft Red Herring Prospectus.

15. We could acquire interests in companies that we do not control.

Although we intend to exercise operational control or influence in the businesses we promote or in

which we acquire interests, we may however acquire interests in companies that we do not control or
influence in a significant manner. Such interests may be acquired by us through trading activities or
through purchases of securities from the issuer. We may also acquire interests in large-sized assets,
which involve certain complexities and risks that are not encountered in small- and medium-sized
assets, and we may dispose of a portion of these majority equity interests over time in a manner that
results in a minority holding. Such assets will be subject to the risk that the company may make
business, financial or management decisions with which we do not agree or that the majority
stakeholders or the management of the company may take risks or otherwise act in a manner that
does not serve our interests. If any of the foregoing were to occur, the value of our assets could
decrease and our financial condition, results of operations and cash flow could be materially and
adversely affected.

16. If we incur debt, it could increase the risk of investing in our Company.

As of the date of this Draft Red Herring Prospectus, we have no outstanding indebtedness. However,
we may in the future borrow from and issue debt securities to, banks, insurance companies and other
lenders in compliance with prudential limits approved by our Board. Lenders will have claims on our
assets that are superior to the claims of our shareholders and we may grant a security interest in our
assets in connection with our borrowings. In the case of a liquidation event, those lenders would
receive proceeds before our shareholders. In addition, borrowings, also known as leverage, magnify
the potential for gain or loss on amounts invested and, therefore, increase the risks associated with
investing in our securities. Our ability to service any debt that we incur will depend largely on our
financial performance and will be subject to prevailing economic conditions and competitive
pressures.

17. Acquiring interests in illiquid assets involve a substantial degree of risk.

A significant proportion of our business will involve acquiring interests in assets that are not
publicly traded. In some cases, we may be prohibited by contract or by applicable securities laws
from selling such assets for a period of time. Our ability to dispose of assets is heavily dependent on
the financial markets. For example, the ability to realize any value from an asset may depend upon
the ability to appropriately value the asset and to complete an initial public offering of the company
in which we have an equity interest. Accordingly, under certain conditions, we may be forced either
to sell our assets at lower prices than we had expected to realize or defer, potentially for a
considerable period of time, sales that we had planned to make. In some cases, it may not be possible
to sell assets profitably on account of changes in industry dynamics and government regulations.
These risks will increase if we are required urgently to liquidate an asset. Furthermore, our assets
may incur substantial losses in the event significant capital is deployed in highly leveraged
instruments or strategies. If we are unable to sell assets when we wish, we may incur additional costs
or be unable to participate in other opportunities, thereby adversely affecting our financial condition
and results of operations.

18. The ranking of our interests in certain assets may be junior to that of other stakeholders.

In some cases, the companies in which we have interests may have existing indebtedness or equity
securities, or may be permitted to incur indebtedness or to issue equity securities, that rank senior to
our interest. By their terms, such instruments may provide that their holders are entitled to receive

xviii
 payments of dividends, interest or principal on or before the dates on which payments are to be made
in respect of our assets. In the event of insolvency, liquidation, dissolution, reorganization or
bankruptcy of a company in which we have interests, holders of securities ranking senior to our
interests would typically be entitled to receive payment in full before distributions could be made in
respect of our interest. After repaying senior security holders, the company may not have any
remaining assets to use for repaying amounts owed in respect of our interests. To the extent that any
assets remain, holders of claims that rank equally with our assets would be entitled to share on an
equal and rateable basis in distributions that are made out of those assets. Also, during periods of
financial distress or following insolvency, our ability to influence a company’s affairs and to take
actions to protect our assets may be substantially less than that of any senior creditors.

19. The due diligence process that the Consultant and we will undertake in connection with our
business ventures may not reveal all the facts that may be relevant in connection with an such
ventures.

Before deciding to participate in any business venture, we and the Consultant will conduct due
diligence that we deem reasonable and appropriate based on the facts and circumstances applicable
to such venture. When conducting due diligence, we may be required to evaluate important and
complex issues, including business, financial, tax, accounting, environmental and legal issues.
Outside consultants, legal advisers, accountants and investment banks may be involved in the due
diligence process in varying degrees depending on the type of opportunity. Nevertheless, when
conducting due diligence and making an assessment regarding an opportunity, we rely on the
resources available to us, including information provided by the investee asset and, in some
circumstances, third-party investigations. The due diligence investigation that we will carry out with
respect to any opportunity may not reveal or highlight all relevant facts that may be necessary or
helpful in evaluating such opportunity. Moreover, such an investigation will not necessarily result in
our decision regarding the opportunity being successful. Further, some due diligence processes could
encounter long delays, thus significantly increasing costs for conducting the due diligence.

We currently are in the process of completing our due diligence of certain Business Ventures into
which we propose to enter and have not yet developed a complete understanding of their business,
financial performance or operations. Therefore, there is a risk that adverse information (including
risks) relating to these Business Ventures’ financial performance or operations may come to light
after the date of this Draft Red Herring Prospectus.

20. Our Board of Directors may change our financial objectives, operating policies and strategies
without prior notice or shareholder approval.

Our Board of Directors has the authority to modify our financial objectives and certain of our
operating policies and strategies without prior notice (except as required by law) and without
shareholder approval. However, absent shareholder approval, we may not change the nature of our
business so as to cease to be, or withdraw our election as, an NBFC. We cannot predict the effect
that any changes to our current financial objectives, operating policies or strategies would have on
our business, operating results and the price of our Equity Shares.

21. We may be subject to liability and adverse tax consequences upon the disposal of assets.

In connection with the disposition of assets, we may be required to give representations, warranties
and indemnities in respect of those assets and to pay damages to the extent that any such
representations, warranties or indemnities are or become inaccurate. We may become involved in
claims, disputes or litigation concerning such representations, warranties and indemnities and may
be required to make payments to third parties as a result of such claims, disputes or litigation. We
may also be subject to tax consequences upon the disposition of assets, including potential double
taxation relating to assets through special purpose vehicles, taxation on capital gains and other forms
of tax that could be applicable to such dispositions.

xix
22. We are subject to third-party litigation risk that could result in significant liabilities and
reputational harm which could materially adversely affect our business and results of operations.

In general, our assets may expose us to the risk of litigation if our interest in or management of any
asset is alleged to involve or constitute negligence, misconduct or default. Further, we may be
subject to litigation arising from investor dissatisfaction with the performance of our Business
Ventures or from allegations that we improperly exercised control or influence over our assets. In
addition, we are exposed to the risks of litigation or investigation relating to transactions which
presented conflicts of interest that were allegedly not properly addressed. In such actions, we may be
obligated to bear legal, settlement and other costs (which may be in excess of available insurance
coverage or indemnity to which we may be entitled). If we are required to incur all or a portion of
such costs arising out of litigation or other proceedings, our business results of operations, financial
condition and liquidity could be materially and adversely affected.

23. Operational risks may disrupt our businesses, result in losses or limit our growth.

We will rely heavily on our financial, accounting and other data processing systems. While several
operational aspects of our assets will be monitored by the Consultant, we could suffer financial loss,
disruption to our businesses, liability to our investors or assets, regulatory intervention and
reputational damage if any of these systems do not operate properly or are disabled or interrupted for
any reason.

24. A portion of the net proceeds of the Issue will be used to pay service fees to the Consultant.

The Consulting and Advisory Services Agreement provides for annual service fees of 2% per annum
of our Adjusted Net Worth, payable by us for advisory services provided by our Consultant. We are
required to pay the service fees for the first year of the Consultant’s appointment within a specified
time frame. A portion of the net proceeds of the Issue will be used to pay such service fees to the
Consultant. For details please see section titled “Objects of the Issue” beginning on page [●] of this
Draft Red Herring Prospectus.

25. We have not entered into any definitive agreements to utilize the proceeds of the Issue and may
not deploy the Issue proceeds immediately following the Issue.

We intend to use the net proceeds of the Issue as described in the section titled “Objects of the Issue”
beginning on page [●] of this Draft Red Herring Prospectus. Except as stated therein, we have not
yet identified opportunities nor have we entered into any definitive agreements to utilize the
proceeds of the Issue. Although our primary focus will be on long-term opportunities, we may also
explore opportunistic short-term opportunities where we anticipate prospects for attractive returns.

However, the objects of the Issue have not been appraised by any bank or financial institution. The
deployment of funds is entirely at the discretion of our management and our Board of Directors and
is subject to monitoring by the Monitoring Agency. In addition to monitoring the utilization of the
net proceeds of the Issue by the Monitoring Agency, we intend to rely on our internal systems and
controls to monitor the use of such proceeds. All the figures included in the section titled “Objects
of the Issue” beginning on page [●] of this Draft Red Herring Prospectus are based on our own
estimates and there has been no appraisal of these figures by any independent agency.

26. There is outstanding litigation against our Directors, our Promoters and the Promoter Group
Companies.

Four of our Directors and certain Promoters and the Promoter Group Companies are defendants in
legal proceedings. These legal proceedings are pending at different levels of adjudication before
various courts, tribunal and statutory authorities. A summary of such legal proceedings is set forth
below:

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Litigation involving the Company: Nil

Litigation involving Directors of the Company:

Kishore Biyani

Our Managing Director, Mr. Kishore Biyani, is involved in five criminal proceedings, which are
pending at different levels of adjudication.

Rakesh Jhunjhunwala

Mr. Rakesh Jhunjhunwala, our Independent and Non-Executive Director has received a show cause
notices from SEBI in 2003 and 2004 in relation to an alleged violation of the SEBI Takeover
Regulations.

SEBI has initiated an inquiry against Geojit Financial Services Limited, where Mr. Rakesh
Jhunjhunwala is a director, in relation to non-reporting of certain floor trades and dealing with
unregistered intermediaries while conducting business through the Cochin Stock Exchange Limited.

Sameer Sain

The Inspector, Security Guards Board for Brihan Mumbai and Thane District has issued a show
cause notice against Mr. Sameer Sain, our Non-Executive and Non-Independent Director in relation
to certain violations of the Private Security Guard (Regulation of Employment & Welfare) Scheme
(Amended) 2005, read with Clause 42 of the Scheme and Section 3(3) of the Maharashtra Private
Security Guard (Regulation of Employment & Welfare) Act, 1981.

Litigation involving Promoters:

PRIL is involved in five civil proceedings for amounts aggregating to approximately Rs. 2,462 lacs.
These proceedings are pending at different levels of adjudication. PRIL is involved in seven
consumer cases for amounts aggregating to approximately Rs. 10 lacs. These cases are pending
adjudication before various district consumer redressal forums.

PRIL is involved in two tax related proceedings for amounts aggregating to approximately Rs. 37
lacs. These cases are pending adjudication before tax authorities including the Income Tax Appellate
Tribunal, Mumbai.

For a summary of litigation proceedings against Mr. Kishore Biyani, see the description as stated in
‘Litigation involving Directors of the Company – Kishore Biyani on page [●] of this Draft Red
Herring Prospectus.’

For a summary of litigation proceedings against FCH, see the description as stated in ‘Litigation
involving Directors of the Company – Sameer Sain on page [●] of this Draft Red Herring
Prospectus.’

Litigation involving Promoter Group:

Home Solutions Retail (India) Limited is involved in one civil proceeding which is pending before
the Bombay High Court.

Indus Clothing Limited is involved in one civil proceeding, which is pending before the Delhi High
Court.

Kalanji Arts and Crafts is involved in one civil proceeding, which is pending before the City Civil
Court, Hyderabad.

xxi
 Myra Mall Management Company Limited is involved in one civil proceeding which is pending
before Bombay High Court

For more information regarding litigation involving our Directors, Promoters and Promoter Group
companies, see the section titled “Outstanding Litigation and Material Developments” beginning on
page [●] of this Draft Red Herring Prospectus.

27. Certain of our Promoter Group companies have incurred losses in the last three years.

We have several Promoter Group companies, some of which have incurred losses during the last
three years (as per their unconsolidated financial statements), as set forth in the tables below:

(In Rs. Lacs except stated otherwise)

Our Promoter Group Year ended March Year ended March Year ended March
Company 31, 2007/ June 30, 31, 2006/ June 30, 31, 2005/June 30,
2007/ December 2006/ December 2005/ December
31, 2007 31, 2006 31, 2005
Akar Estate & Finance 12.95 (14.61) 0.45
Private Limited
Ambit Investment Advisory - (47.59) -
Company Limited
Anchor Malls Private (0.06) (0.17) -
Limited
Aashirwad Malls Private - (4.16) -
Limited
Avanee and Ashni Securities (1.65) (1.66) -
Private Limited
Bansi Mall Management (0.05) (0.13) -
Company Private Limited
Bartraya Mall Development (0.14) (0.10) (0.15)
Company Private Limited
Chaste Investrade Private (0.04) (0.17) -
Limited
CIG Infrastructure Private (0.14) (0.27) -
Limited
Convergem Communication (9.92) (67.53) -
(India) Limited*
Future Realtors India Private (7.17) - -
Limited (formerly known as
Dhruv Synthetics Private
Limited)
Erudite Trading Private (0.05) (0.17) -
Limited
Foot-Mart Retail India - (62.73) -
Limited
Future Brands Limited* (83.63) - -
Future Generali India (223.60) - -
Insurance Company Limited
Future Generali India Life (356.80) - -
Insurance Company Limited
Future Ideas Company (100.45) - -
Limited*
Future Knowledge Services (93.41) - -
Limited*

xxii
Our Promoter Group Year ended March Year ended March Year ended March
Company 31, 2007/ June 30, 31, 2006/ June 30, 31, 2005/June 30,
2007/ December 2006/ December 2005/ December
31, 2007 31, 2006 31, 2005
Future Logistic Solutions (195.15) (0.65) -
Limited*
Future Media (India) (411.00) (2.12) -
Limited*
Futurebazaar India Limited - (94.02) -
Harmony Mall Management (0.12) - -
Private Limited
Home Lighting India (19.69) - -
Limited*
Home Solutions Retail (4,089.17) (579.27) (2.68)
(India) Limited*
Home Solutions Services (1.29) - -
(India) Limited*
Indus-League Clothing 413.10 (4,472.20) (4,741.80)
Limited
Indivision Investment - (264.25) -
Advisors Limited
Iskrupa Mall Management - (0.48) (0.14)
Company Private Limited
KB Mall Management 720.00 - (9.24)
Company Limited
Kshitij Investment Advisory - (133.73) (99.12)
Company Limited
Kshitij CapitaLand Mall (164.20) - -
Management Private Limited
Maruti Dwellers Private (1.20) (0.64) (0.48)
Limited
Myra Mall Management (128.69) (0.23) -
Company Limited
Ojas Mall Management (0.19) - -
Private Limited
PAN India Food Solutions - (28.3) -
Private Limited
Pantaloon Industries (206.34) (41.14) (250.14)
Limited**
PFH Entertainment Limited (292.94) - -
Planet Retail Holdings (556.10) (192.00) -
Private Limited
Riddhi Siddhi Mall (0.16) - -
Management Private Limited
Sain Advisory Services (1.54) (0.19) -
Private Limited
Shendra Advisory Services (0.18) (0.23) -
Private Limited
Simpleton Investrade Private (2.05) - -
Limited
Softbpo Global Solutions - - (2.15)
Services Limited
Talwalkars Pantaloon Fitness (0.49) - -
Private Limited
Unique Malls Private (0.06) (0.16) -

xxiii
 Our Promoter Group Year ended March Year ended March Year ended March
Company 31, 2007/ June 30, 31, 2006/ June 30, 31, 2005/June 30,
2007/ December 2006/ December 2005/ December
31, 2007 31, 2006 31, 2005
Limited
Valuable Advisors Limited (0.27) (0.22) (3.81)
Weavette Texstyles Limited (33.92) (31.31) 0.28
Whole Wealth Limited (HKD 1,388,554) - -
* Year ending June 30
** Year ending December 31

Further, one of our Promoter Group Companies, Softbpo Global Services Limited, a listed
company, is infrequently traded. For a detailed description of our Promoter Group Companies,
please see section titled “Our Promoter Group” beginning on page [▪] of this Draft Red Herring
Prospectus.

28. In the last twelve months, we have issued Equity Shares to certain persons including certain
Promoters at a price which may be lower than the Issue Price.

In the last twelve months, our Company has issued Equity Shares to our Promoters at a price that
may be lower than the Issue Price, as set forth below:

Number of Issue
Date of Name of the Equity price Nature of
Issue Promoter Shares (Rs.) Transaction
October 11, Pantaloon Future 4706,300 10 Allotment
2007 Ventures Limited
November Pantaloon Future 17,793,700 10 Allotment
28, 2007 Ventures Limited
January 28, Future Capital 1800,000 10 Allotment
2008 Investment Private
Limited

Further, the Company has also issued Equity Shares to certain entities on a private placement basis
at a price which may be lower than the Issue Price. For further details regarding such allotment,
please refer to the section titled “Capital Structure – Notes to Capital Structure – Share Capital
History” on page [●] of this Draft Red Herring Prospectus.

29. If we are unable to obtain required approvals and licenses in a timely manner, our business and
operations may be adversely affected.

We may from time to time, require certain approvals, licenses, registrations and permissions for
undertaking our business for which we may be required to make applications in the future. If we
fail to obtain any of these approvals or licenses, or renewals thereof, in a timely manner, or at all,
our business could be adversely affected. Presently, except for the approval for a registration under
the Tamil Nadu Shops and Establishments Act, 1947 and the applications regarding registration of
our trademark we are not awaiting any specific regulatory approval for the conduct of our
business. For further details please see section titled “Government Approvals” beginning on page
[●] of this Draft Red Herring Prospectus.

30. Eligible non-resident investors will be able to participate in this Issue only if relevant approvals
are received from the FIPB

We propose to make an application to FIPB, for allowing eligible non-resident investors, i.e. FIIs,
NRIs, FVCIs registered with SEBI, multilateral and bilateral development financial institutions
and other eligible non-resident investors to participate in this Issue subject to any conditions that

xxiv
 may be prescribed by the FIPB in this regard. In the event we are unable to obtain this approval
from FIPB, eligible non-resident investors will not be able to participate in this Issue.

31. In the past our Promoter, PRIL, which is a listed company, made promises but was unable to
perform as per the promises.

PRIL had undertaken an initial public offering in 1992 where they had made certain promises in
relation to the objects and financial performance.

Promise
Opening up of retail To open 7 retail stores
stores
Estimated turnover of Rs. 1,160 lacs
1992-1993
Future prospects Expected to generate
adequate profits and
declare dividends from
1992-1993 onwards
Performance
2 retail stores were opened
within the time frame
promised in the prospectus
Five additional retail stores
were opened with a delay of 9
months
Rs. 480.8 lacs
No dividend declared in 1992-
1993

32. We are unable to provide the details of promise versus performance of two of our listed
Promoter Group Companies, being Galaxy Entertainment Corporation Limited and Softbpo
Global Services Limited

In the past, two of our Promoter Group Companies namely, Galaxy Entertainment Corporation
Limited and Softbpo Global Services Limited made an initial public offer of their equity shares.

Both Galaxy Entertainment Corporation Limited and Softbpo Global Services Limited were
acquired by our Promoter Group at a later date from the erstwhile promoters of the respective
companies post their initial public offering of equity shares. We do not have access to the offer
documents and other records of the above mentioned companies. Thus we are unable to provide
details on the promises made in their respective offer documents. Further, we are unable to
provide details on the promises made and the performance achieved by these companies.

33. We are subject to supervision and regulation by the RBI as an NBFC, material changes in the
regulations that govern us could cause our business to suffer and the price of our Equity Shares
to decline.

We are registered with the RBI as a non-public deposit accepting/holding, non-banking financial
company. Our business activities will be regulated by RBI regulations applicable to systemically
important non-deposit taking, non-banking financial companies. We are also subject to the RBI’s
guidelines on financial regulation of NBFCs, including capital adequacy and exposure norms. As
our business expands, we will become increasingly subject to these norms. The NBFC regulations
could change in the future and may require us to restructure our activities, incur additional costs or
otherwise could adversely affect our business, our future financial performance and the price of
our Equity Shares.

In addition, we are subject generally to changes in regulations and government policies and
accounting principles. Further, foreign investment in our company is subject to certain conditions,
including the type of activities that we can undertake. As per the present regulations governing
foreign investment in NBFCs, we are allowed to undertake only 19 specified activities. If we wish
to undertake any activities outside this specified list of activities we are required to obtain prior
approval of the FIPB for any foreign investment in our Company. For further information, see the

xxv
 section titled “Regulations and Policies” beginning on page [●] of this Draft Red Herring
Prospectus.

34. Our Company had negative cash flows for the last two fiscal years

Our Company had a negative cash flow aggregating Rs. 52,000 for fiscal 2006 and Rs. 39,000 for
fiscal 2007.

Risks relating to the Consultant

35. The Consultant’s ability to retain its key personnel is critical to its ability to deliver business
sourcing advice to us.

Our success depends on the Consultant’s ability to retain its key personnel and members of its
consulting team and to recruit additional qualified personnel. However, the Consultant may not
succeed in recruiting additional personnel or retaining current personnel, as the market for
qualified finance professionals is extremely competitive. The Consultant’s finance professionals
possess substantial experience and expertise in sourcing business opportunities, are responsible for
locating and executing our participation in assets, have significant relationships with the
institutions which are the source of many of our business opportunities. Therefore, if the
Consultant’s finance professionals join competitors or form competing companies, this could
adversely affect its ability to provide advice to us and result in our losing significant business
opportunities and certain existing investors or adversely affect assets we already have acquired.

36. If the Consultant is unable to source business opportunities effectively, we may be unable to
achieve our financial objectives.

Our ability to achieve our financial objectives will depend on the Consultant’s ability to identify,
evaluate and recommend participation in suitable companies. Accomplishing this result on a cost-
effective basis is largely a function of the Consultant’s networking capabilities, management of the
investment process, ability to provide efficient services and access to financing sources on
acceptable terms. In addition to monitoring the performance of our existing assets, members of the
Consultant’s management team and its finance professionals may also be called upon to provide
managerial assistance to our Business Ventures. These demands on their time may distract them or
slow our rate of business sourcing. To grow our business, the Consultant will need to hire, train,
supervise and manage new employees and to implement information technology and other
systems capable of effectively accommodating our growth. However, we cannot assure you that
any such employees will contribute to the success of our business or that the Consultant will
implement such systems effectively. The Consultant’s failure to source business opportunities
effectively could have a material adverse effect on our business, financial condition and results of
operations. Additionally, the success of the business strategies followed on our behalf by the
Consultant will depend upon its success in analyzing and correctly interpreting market and other
data. It also is possible that the strategies used by the Consultant in the future may be different
from those presently in use. No assurance can be given that the Consultant’s analyses of market
and other data or the strategies it uses or plans in future to use will be successful under various
market conditions.

37. The Consultant will rely on third parties to enable it to carry out certain of its obligations under
the Consulting and Advisory Services Agreement.

In carrying out certain of its services under the Consulting and Advisory Services Agreement, the
Consultant will procure the services of various third party advisers, including third party valuers,
property agents, surveyors, environmental consultants, lawyers, accountants and other advisers. If
the Consultant is unable to retain suitably qualified and experienced advisers, this may have a
material adverse effect on the quality of the advice and services it provides to us.

xxvi
38. We may terminate the services of the Consultant in certain circumstances.

We may terminate the services of the Consultant by mutual consent or in certain specified events.
If the Consultant ceases to act as such, we would have to identify and appoint a replacement
Consultant, who may not be as effective as FCH. In certain circumstances, the Company is liable
to pay potentially onerous amounts to the Consultant following termination of the Consulting and
Advisory Services Agreement (see “Business – Term and termination of the Consulting and
Advisory Services Agreement). The occurrence of any of these events could have a material
adverse effect on our business, financial condition and results of operations.

39. Certain actions of the Consultant could increase our overall risk.

The Consultant’s compensation structure includes an incentive fee linked to our Profit Before Tax
and does not directly reduce such fees even if assets recommended by the Consultant are loss-
making or otherwise negatively affect our Adjusted Net Worth. This may create an incentive for
the Consultant to recommend assets or take actions that are riskier than would be the case in the
absence of such compensation structure. The incentive fee is payable annually in arrears and may
be paid in cash or securities of the Company, at the discretion of the Board of Directors. The
service fee, which will be payable irrespective of operating performance, may create an incentive
for the Consultant to recommend assets and take other actions that increase or maintain our
Adjusted Net Worth in the near term even if other assets or actions may be more favorable to our
Company or our shareholders. Such arrangements could therefore affect the manner in which the
Consultant recommends assets to us, which could increase our overall risk and have an adverse
effect on us if we act on such recommendations. If the compensation structures of other companies
advised by the Consultant differ from that provided for under the Consulting and Advisory
Services Agreement, such differences could incentivize the Consultant to allocate certain
opportunities to these other companies instead of to us. This could also reduce the time the
Consultant spends advising our Company’s assets. Any shareholding in us by the Consultant also
will mean that the Consultant will acquire customary shareholder rights, including the ability to
vote on key proposals affecting our business. In case of voluntary termination of the Consultant’s
services by our Company, we also will require a special resolution to be passed by our
shareholders, which may be impeded if the Consultant comes to acquire a significant stake in us.

40. The Consultant does not owe fiduciary duties to our shareholders.

The obligations of the Consultant under the Consulting and Advisory Services Agreement are
contractual rather than fiduciary in nature. For example, the Consultant need not disclose to us
anything that comes to its attention in the course of its dealings in any capacity other than as
Consultant. The Consultant may also enter into transactions with companies in which we
participate and it will not be liable to us to account for any profits from any such transaction.

41. The liability of the Consultant to the Company in respect of the Consultant’s default is limited.

The Consulting and Advisory Services Agreement limits the liability of the Consultant and its
associates (including its affiliates, directors, officers and employees) to the Company to
circumstances in which the Consultant or its associates have been, fraudulent or have committed
criminal misconduct. Accordingly, the rights of the Company to recover against the Consultant as
a result of any default may be limited in certain cases and any such recovery by the Company
against the Consultant may be significantly lower than the loss that the Company may have
suffered as a result of such default.

42. If the Consultant fails to comply with legal and regulatory requirements, our Company may be
adversely affected.

The Consultant is a registered Non-Banking Financial Companies and is therefore subject to

regulation and supervision by the RBI. Changes to statutes, regulations or regulatory policies

xxvii
 (including changes in interpretation or implementation thereof) or any failure by the Consultant or
its employees to comply with such laws, regulations or policies could adversely impact the
Consultant’s ability to provide services to us and thereby could adversely affect our business.
Although we believe that the Consultant has implemented systems and controls requiring
employees to comply with these laws, regulations and policies, there can be no assurance that all
employees will abide by these and, if any were to fail to do so, that such failure would not have an
adverse effect on us.

External Risk Factors

Risks relating to the Issue and the Equity Shares

43. After this Issue, our Equity Shares may experience price and volume fluctuations or an active
trading market for our Equity Shares may not develop.

The price of the Equity Shares may fluctuate after this Issue as a result of several factors,
including, among other things, volatility in the Indian and global securities markets, the results of
our operations and performance, the performance of our competitors, developments in the Indian
retail and consumption-led sectors, changing perceptions in the market about participation in these
sectors, adverse media reports on us or the Indian consumption-led sectors, changes in the
estimates of our performance or recommendations by financial analysts, significant developments
in India’s economic liberalization and deregulation policies and significant developments in
India’s fiscal regulations.

There has been no public market for the Equity Shares and an active trading market for the Equity
Shares may not develop or be sustained after this Issue. Further, the price at which the Equity
Shares are initially traded may not correspond to the Issue Price. The share prices of companies
participating in business assets can fluctuate significantly, which subjects an investment in our
Equity Shares to substantial volatility. For example, shares of such companies often trade at
discounts to their net asset values and our Equity Shares may also trade at a discount. We cannot
predict whether the Equity Shares will trade above, at or below our Adjusted Net Worth. The risk
of loss associated with this characteristic may be greater for investors expecting to sell Equity
Shares purchased in this Issue soon after the Issue.

44. Conditions in the Indian securities market may affect the price or liquidity of the Equity Shares.

The Indian securities markets are smaller than securities markets in more developed economies
and the regulation and monitoring of Indian securities markets and the activities of investors,
brokers and other participants differ, in some cases significantly, from those in the more developed
economies. Indian stock exchanges have in the past experienced substantial fluctuations in the
prices of listed securities. Further, the Indian stock exchanges have experienced recent volatility,
particularly in 2006 and 2007.

The Indian stock exchanges have also experienced problems that have affected the market price
and liquidity of the securities of Indian companies, such as temporary exchange closures, broker
defaults, settlement delays and strikes by brokers. In addition, the governing bodies of the Indian
stock exchanges have from time to time restricted securities from trading, limited price
movements and restricted margin requirements. Further, disputes have occurred on occasion
between listed companies and the Indian stock exchanges and other regulatory bodies that, in
some cases, have had a negative effect on market sentiment. If similar problems occur in the
future, the market price and liquidity of the Equity Shares could be adversely affected. A closure
of, or trading stoppage on, the BSE or the NSE also could adversely affect the trading price of the
Equity Shares.

45. You will not be able to sell immediately on an Indian stock exchange any of the Equity Shares
you purchase in the Issue.

xxviii
 The Equity Shares will be listed on the BSE and the NSE. Pursuant to Indian regulations, certain
requirements must be fulfilled before the Equity Shares can be listed and trading may commence.
Investors’ book entry, or “demat”, accounts with depository participants in India are expected to
be credited within two working days of the date on which the basis of allotment is approved by the
BSE and NSE. Thereafter, upon receipt of final approval from the BSE and the NSE, trading in
the Equity Shares is expected to commence within seven working days of the date on which the
basis of allotment is approved by the Designated Stock Exchange. We cannot assure you that the
Equity Shares will be credited to investors’ demat accounts, or that trading in the Equity Shares
will commence, within the time periods specified above.

46. Additional issuances of equity may dilute your holdings.

Any future issuance of our Equity Shares or securities linked to our Equity Shares may dilute your
shareholding in our Company. Any issuance of Equity Shares may dilute the holdings of our
existing shareholders. After the completion of the Issue, our Promoters will own, directly and
indirectly, approximately 20% of our outstanding Equity Shares. Sales of a large number of our
Equity Shares by our Promoters could adversely affect the market price of our Equity Shares.
Similarly, the perception that any such primary or secondary sale may occur could adversely affect
the market price of our Equity Shares.

Risks relating to the Indian Economy

47. A slowdown in economic growth in India could cause our business to suffer.

We are incorporated in India, and substantially all of our assets and employees are located in
India. As a result, we are highly dependent on prevailing economic conditions in India and our
results of operations are significantly affected by factors influencing the Indian economy. A
slowdown in the Indian economy could adversely affect our business, including our ability to
grow our assets, the quality of our assets, and our ability to implement our strategy. Factors that
may adversely affect the Indian economy, and hence our results of operations, may include:

• any increase in Indian interest rates or inflation;

• any scarcity of credit or other financing in India;
• prevailing income conditions among Indian consumers and Indian corporations;
• volatility in, and actual or perceived trends in trading activity on, India's principal stock
exchanges;
• variations in exchange rates;
• changes in India’s tax, trade, fiscal or monetary policies;
• political instability, terrorism or military conflict in India or in countries in the region or
globally, including in India’s various neighboring countries;
• natural disasters in India or in countries in the region or globally, including in India’s
neighboring countries;
• prevailing regional or global economic conditions, including in India’s principal export
markets; and
• other significant regulatory or economic developments in or affecting India or its retail
and other consumption-led sectors or industries.

Any slowdown in the Indian economy or in the growth of the sectors we participate in or future
volatility in global commodity prices could adversely affect our borrowers and contractual
counterparties. This in turn could adversely affect our business and financial performance and the
price of our Equity Shares.

xxix
48. Political instability or changes in the government could delay the liberalization of the Indian
economy and adversely affect economic conditions in India generally, which could impact our
financial results and prospects.

Since 1991, successive Indian governments have pursued policies of economic liberalization,
including significantly relaxing restrictions on the private sector. Nevertheless, the role of the
Indian central and state governments in the Indian economy as producers, consumers and
regulators has remained significant. The leadership of India has changed many times since 1996.
The current central government, which came to power in May 2004, is headed by the Indian
National Congress and is a coalition of several political parties. Although the current government
has announced policies and taken initiatives that support the economic liberalization policies that
have been pursued by previous governments, the rate of economic liberalization could change, and
specific laws and policies affecting banking, finance and NBFC companies, foreign investment
and other matters affecting investment in our securities could change as well. Additionally, as
economic liberalization policies have been a major force in encouraging private investment in
retail and other consumption-led sectors, any change in these policies could have a significant
impact on infrastructure development, business and economic conditions in India.

xxx
49. The financial markets in India are not as developed as in other countries.

The financial markets in India are still at a nascent stage of development in respect of complex
financial instruments. Currently, structured instruments and products are not widely used in the
Indian financial markets, and as a result we may not have access to various financial instruments
and strategies that could potentially reduce our risk.

50. Difficulties faced by banks, financial institutions or NBFCs or the Indian financial sector
generally could cause the price of our Equity Shares to decline.

We are exposed to the risks of the Indian financial sector which in turn may be affected by
financial difficulties and other problems faced by Indian financial institutions. Certain Indian
financial institutions have experienced difficulties during recent years, particularly in managing
risks associated with their portfolios and matching the duration of their assets and liabilities, and
some co-operative banks have also faced serious financial and liquidity crises in the past. Any
major difficulty or instability experienced by the Indian financial sector could create adverse
market perception, which in turn could adversely affect the price of our Equity Shares.

51. Terrorist attacks, civil unrest and other acts of violence or war involving India and other
countries could adversely affect the financial markets and our business.

Terrorist attacks and other acts of violence or war may negatively affect the Indian markets on
which our Equity Shares will trade and also adversely affect the worldwide financial markets.
These acts may also result in a loss of business confidence, impede travel and other services and
ultimately adversely affect our business. In addition, any deterioration in relations between India
and Pakistan might result in investor concern about stability in the region, which could adversely
affect the price of our Equity Shares.

India has also witnessed civil disturbances in recent years and it is possible that future civil unrest
as well as other adverse social, economic and political events in India could have a negative
impact on the value of share prices generally as well as the price of our Equity Shares. Such
incidents could also create a greater perception that investment in Indian companies involves a
higher degree of risk and could have an adverse impact on our business and the price of our Equity
Shares.

52. Natural disasters could have a negative impact on the Indian economy and cause our business
to suffer.

India has experienced significant natural disasters such as earthquakes, a tsunami, floods and
drought in the past few years. The extent and severity of these natural disasters determines their
impact on the Indian economy and infrastructure. Future natural calamities could have a negative
impact on the Indian economy, adversely affecting our business and the price of our Equity
Shares.

Notes to risk factors:

1. Public issue of 3,736,156,300 Equity Shares of Rs. 10 each of Future Ventures India Limited
(“Future Ventures” or the “Company” or the “Issuer”) for cash at a price of Rs. [●] per Equity
Share aggregating to Rs. [●] crores (the “Issue”). The Issue comprises a Net Issue to the public of
2,660,750,000 Equity Shares aggregating Rs. [●] crore (the “Net Issue”), a reservation for Eligible
Employees of up to 50,000,000 Equity Shares aggregating Rs. [●] crore, a reservation for Eligible
Shareholders of Pantaloon Retail (India) Limited of up to 250,000,000 Equity Shares aggregating
Rs. [●] crore and a Promoter’s contribution of 775,406,300 Equity Shares aggregating Rs. [●]
crore. The Issue will constitute 93.40 % of the post-Issue paid-up capital of the Company and the
Net Issue will constitute 66.52 % of the post Issue paid up capital of the Company.

xxxi
2. Our Company was originally incorporated as Subhikshith Finance & Investments Limited on July
10, 1996 under the Companies Act, 1956. We became a private limited company on September
17, 2001 and the name of our Company was subsequently changed to Subhikshith Finance &
Investments Private Limited. The name of our Company was again changed to Future Ventures
India Private Limited on August 9, 2007 and the word “private” was deleted on September 7, 2007
upon the Company ceasing to be a private limited company. For details of changes in the name
and registered office of our Company, please refer to “History and Certain Corporate Matters”
beginning on page [●] of this Draft Red Herring Prospectus.
.
3. The net worth of our Company was Rs. 45.56 lacs as of September 30, 2007 as per our restated
financial statements under Indian GAAP. For more details please refer to the “Financial
Statements” beginning on page [●] of this Draft Red Herring Prospectus.

4. The book value per Equity Share of Rs. 10 each was Rs. 15.51 as of September 30, 2007 as per
our restated financial statements beginning on page [●] of this Draft Red Herring Prospectus.

5. The Company had entered into certain related party transactions as disclosed in the section titled
“Related Party Transactions” on page [●] of this Draft Red Herring Prospectus.

6. For details of transactions in Equity Shares of the Company by the Promoter, Promoter Group and
Directors of the Company in the six months preceding the date of this Draft Red Herring
Prospectus, please refer to the section on “Capital Structure” on page [●] of this Draft Red Herring
Prospectus.

7. For details of interests of the Company’s Directors and Key Managerial Personnel, please refer to
the section titled “Our Management” on page [●] of this Draft Red Herring Prospectus. For details
of the interests of the Promoter and Promoter Group, please refer to the sections titled, “Our
Promoters” and “Our Promoter Group” on pages [●] and [●], respectively, of this Draft Red
Herring Prospectus.

8. The average cost of acquisition of the equity shares by our Promoters is Rs. 10.10 per Equity
Share.

9. The Issue is being made through the 100% Book Building Process wherein at least 50% of the Net
Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers
(“QIBs”), out of which 5% shall be available for allocation on a proportionate basis to Mutual
Funds only. If at least 50% of the Net Issue cannot be allotted to the QIBs, then the entire
application money will be refunded forthwith. The remainder shall be available for allocation on a
proportionate basis to QIBs and Mutual Funds, subject to valid Bids being received from them at
or above the Issue Price. Further, not less than 15% of the Net Issue will be available for allocation
on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue will
be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid
Bids being received at or above the Issue Price. If, as a result of the Pre-IPO Placement, the Issue
size is reduced to an extent such that the Issue constitutes less than 25% of the post Issue paid-up
capital of the Company, then in terms of Rule 19(2)(b) of the Securities Contracts (Regulation)
Rules, 1957, the Issue would be made through the 100% Book Building Process where at least
60% of the Net Issue would be Allotted on a proportionate basis to QIBs out of which 5% shall be
available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be
available for allocation on a proportionate basis to QIBs and Mutual Funds, subject to valid Bids
being received from them at or above the Issue Price. Further, not less than 10% of the Net Issue
will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less
than 30% of the Net Issue will be available for allocation on a proportionate basis to Retail
Individual Bidders, subject to valid Bids being received at or above the Issue Price.

xxxii
9. In case of over-subscription in all categories, at least 50% of the Net Issue shall be available for
allocation on a proportionate basis to QIB Bidders, 5% of which shall be available for allocation
on a proportionate basis to Mutual Funds. Mutual Funds participating in the 5% share in the QIB
Portion will also be eligible for allocation in the remaining QIB Portion. Furthermore, not less
than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-
Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation on a
proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above
the Issue Price.

10. Under-subscription, if any, in any category except in the QIB category will be met with spill-over
from other categories at our sole discretion, in consultation with the BRLMs and the CBRLMs. If
a minimum allotment of 50% of the Net Issue is not made to the QIBs the entire subscription
monies shall be refunded.

11. Any clarification or information relating to the Issue shall be made available by the BRLMs and
CBRLMs and the Company to investors at large and no selective or additional information will be
available for any subset of investors in any manner whatsoever. Investors may contact the
BRLMs, CBRLMs and the Syndicate Members for any complaints pertaining to the Issue.

12. Our Promoters may be engaged in businesses similar to ours. For more details, see “Our
Promoters” and “Our Promoter Group” on pages [●] and [●], respectively, of this Draft Red
Herring Prospectus.

13. Trading in Equity Shares of the Company for all investors shall be in dematerialized form only.

Before making an investment decision in respect of the Issue, Investors are advised to review the
entire DRHP and refer to the section titled “Basis for Issue Price” on page [●] of this Draft Red
Herring Prospectus.

xxxiii
 SUMMARY
Overview

We are a part of the Future Group and, in keeping with its vision, we seek to create, build, acquire, invest in
and operate innovative and emerging businesses in India’s rapidly growing “consumption-led” sectors,
which we define as sectors whose growth and development will be determined primarily by the growing
purchasing power of Indian consumers and their changing tastes, lifestyle and spending habits

Our Company was incorporated on July 10, 1996, with the name Subhikshith Finance & Investments
Limited. Following its acquisition in July 2007 by Pantaloon Future Ventures Limited, a subsidiary of
PRIL, the Company changed its name to Future Ventures India Private Limited. We are now a public
limited company and are regulated by the RBI as a non-deposit taking Non-Banking Financial Company.

We intend to exercise operational control or influence in the business ventures that we promote or in which
we acquire interests. In addition to allocating and providing capital, we intend to create, operationally
manage and strategically mentor these businesses, which we refer to as our “Business Ventures”. We will
seek to enable our Business Ventures to conceptualize and implement their growth and development
strategies and to help them convert ideas and insights into viable business propositions. We intend to be a
long-term owner, operator and/or partner of our Business Ventures and will seek to create value as an active
shareholder by deploying the consumer insights, operating skills and capabilities available to us as a part of
the Future Group, particularly through our parent, Pantaloon Retail (India) Limited (“PRIL”), as well as the
financial and analytical skills of Future Capital Holdings (“FCH” or the “Consultant”). We seek to pursue
opportunities at various stages of the enterprise growth cycle, from nascent to more mature businesses, with
a view towards medium to long-term value creation for our shareholders. We also intend to focus on
opportunities in sectors and industries where the prevalent Indian regulatory regime results in preferred or
exclusive access to these sectors and industries for Indian businesses and entrepreneurs.

We intend to provide our Business Ventures with access to a wide range of resources within the Future
Group. The Future Group is a business group, led by Mr. Kishore Biyani, focusing on consumption-led
businesses in India and is also one of India’s leading organized multi-format retailers. PRIL, the flagship
company of the Future Group, has incubated and brought to maturity several retail businesses and formats,
including FCH, Future Media, Future Brands, Future Logistics, Future Bazaar, Pantaloons, Central, Big
Bazaar, Food Bazaar and Home Town. PRIL, along with other arms of the Future Group, is expected to
provide mentoring capabilities to our Business Ventures both directly and through us to actively assist their
strategic growth and business development plans.

In particular, we expect that our Business Ventures will benefit from the expertise of FCH, which is the
financial arm of the Future Group and had, as at January 31, 2008, a team of over 400 professionals with
finance, operating and investment skills. We have entered into a Consulting and Advisory Services
Agreement with FCH under which it will source and analyze opportunities for us and provide us with
consulting and advisory services, as well as share their proprietary research. We expect that the capabilities
of the Consultant will help us create, develop and generate long term value from our Business Ventures.

As of the date of this Draft Red Herring Prospectus, we have acquired interests in three companies for total
consideration of Rs. 43.15 crores and are in the process of acquiring interests in two companies for total
consideration of Rs. 146.03 crores. Our existing Business Ventures include interests in Biba Apparels
Private Limited, a women’s apparel business, Sankalp Retail Value Stores Private Limited, the Indian
franchisee of Dollar Stores International and SSIPL Retail Private Limited, a retailer of sportswear and
footwear. Business Ventures under acquisition include interests in a distributor of mobile phones and a
footwear retailer. For details, see “Business Ventures” on page [●] of this Draft Red Herring Prospectus.

1
Organizational Structure
The following diagram presents key elements of our organizational structure upon completion of the Issue:

* FCH and PRIL do not hold any Equity Shares, however, they are our Promoters.

Strengths

Access to the wide range of capabilities of the Future Group

The Future Group has successfully demonstrated the ability to identify, incubate and grow various
consumption-led businesses in India like PRIL, FCH, Future Media, Future Brands, Future Logistics and
Future Bazaar, and we expect to derive benefits from our strategic relationship with it through our parent
company, PRIL. We also expect to have access to the expertise of the Future Group’s management team,
whose deep understanding of India’s consumption-led sectors we intend to utilize in evaluating and
monitoring our Business Ventures. In addition, we also believe that we will have access to the industry
contacts, the brand building and publicity skills and the network of PRIL, which we anticipate will aid us in
more effectively advising and managing our Business Ventures. The following are key attributes of the
Future Group, access to which, we believe, provide us with a competitive advantage:

Track record of incubating and growing businesses coupled with proven execution skills in creating one of
the largest organized multi-format retail networks in India: The Future Group has incubated, and within a
short period brought to maturity, various consumption-led business concepts such as Pantaloons, Central,
Big Bazaar, Food Bazaar and Home Town, which enjoy wide brand recognition and customer loyalty. A
key element of the Future Group’s growth has been its strategy of actively mentoring its projects and we
also expect to benefit from access to such mentoring capabilities. We also intend to leverage the execution
skills of the Future Group, including its operational and managerial skills, to facilitate the management and

2
growth of our Business Ventures, which we believe we already have done for certain of our existing
Business Ventures.

Deep understanding of the Indian retail sector and the evolving needs of the Indian consumer: As one of
India’s leading retail groups with over ten years of organized retail experience, the Future Group has
developed a deep understanding of the consumption-led sectors and businesses in India. The Future
Group’s presence across multiple retail formats presents us with opportunities to source ideas which could
be converted into successful businesses. We expect that access to these insights will enable us to effectively
evaluate opportunities in our target sectors and formulate appropriate growth strategies for our Business
Ventures.

Business sourcing opportunities: We believe that, because of its market presence, the Future Group and
more specifically our Consultant will have access to a range of business opportunities in consumption-led
sectors in India that we expect to be able to access. In addition, we also expect to have access to the
industry contacts and the network of PRIL to aid us in sourcing additional business opportunities. The
Future Group network has already helped us source opportunities with respect to certain of our Business
Ventures. We also have developed a strategy to minimize potential conflicts of interests with respect to
potential business opportunities between our Company and other entities within the Future Group. For
further details, see “Business Sourcing Processes” on page [●] of this Draft Red Herring Prospectus.

Expertise of the Consultant

FCH, our Consultant, employs a team of highly experienced professionals that will advise us in identifying
suitable business opportunities and to help us manage or exercise influence over our Business Ventures.
FCH, along with its subsidiaries, advises the managers of three offshore funds primarily investing in Indian
companies and other assets, and also manages a domestic real estate fund. In just over 24 months, FCH has
grown to more than 400 professionals with finance, operating and investment expertise. We believe that
FCH’s active involvement in helping us identify and manage the financial aspects of business opportunities
and mentor our Business Ventures provides us with the following competitive advantages:

Experienced management team and talent pool of finance, operating and investment professionals: FCH’s
business is supported by a talented and experienced pool of finance, operating and investment professionals
with a variety of backgrounds in investment banking, private equity, real estate, management consulting,
treasury management, corporate law and finance, acquired in reputable organizations such as AIG, Coca-
Cola, Colliers Jardine, Goldman Sachs, ICICI Ventures, Jones Lang LaSalle and KPMG. Sameer Sain, the
CEO and co-founder of FCH, was formerly a Managing Director at Goldman Sachs International, where he
accumulated a broad range of experience. We believe that FCH’s team has the ability to make well
informed qualitative judgments and to perform rigorous quantitative analysis, both of which are necessary
to achieve our strategic objectives. We also believe that our shareholders will benefit from the skills,
analytical abilities and financial expertise of FCH in generating value while simultaneously managing risk.
We also have the option of nominating professionals from FCH to the boards of our Business Ventures to
manage and monitor them in a more comprehensive manner.

Substantial and timely access to valuable research: FCH has a team dedicated to research and strategy.
Future Capital Research, the proprietary research arm of FCH, conducts and publishes economic research
on India, in particular, short- and medium-term macroeconomic trends and develops proprietary indices that
track consumer behavior trends. Our access to the research generated by Future Capital Research is
expected to give us insights into the relative value and anticipated future performance of potential business
opportunities.

Proven expertise in advising across asset classes: FCH acts as the advisor to the investment managers of
the US$425 million (approximately Rs. 1,671 crores) private equity fund, Indivision India Partners; the
US$ 350 million (approximately Rs. 1,370 crores) real estate fund, Horizon Realty Fund, LLC; and the
US$200 million (approximately Rs. 780 crores) hotel fund, Indus Hotel Ventures LLC. FCH also manages
the Rs. 350 crores (approximately US$89 million) Kshitij Venture Capital Fund, a domestic real estate fund
whose main focus is on developing retail malls in India. We believe that FCH has demonstrated potential in

3
advising managers of investment funds that span a range of asset classes, and that these abilities will assist
FCH in efficiently sourcing business opportunities for us and helping us manage and mentor our Business
Ventures.

Access to diverse growth businesses through a liquid investment opportunity

We believe that there are a number of business opportunities in India that for a variety of reasons offer the
potential for long-term growth. For example, due to rapidly rising income levels in India and the resultant
changes in consumption patterns, consumption-led industries are considered to have high growth potential.
This potential is accentuated by the fact that foreign investment in certain of these industries, as well as in
sectors such as retail and media is currently restricted and / or capped, but over time may be relaxed,
resulting in greater demand for businesses in these sectors. We will look to explore opportunities for Indian
capital across Indian industries, sectors and businesses and will seek to offer our shareholders access to the
potential growth prospects presented by these opportunities.

Alignment of interests

Our business model seeks to align the interests of all our stakeholders for long-term value creation. We
have entered into a Consulting and Advisory Services Agreement, under which fees payable to the
Consultant will be linked in part to our Adjusted Net Worth and Profit Before Tax (as defined in the
Consulting and Advisory Services Agreement), as further described below in “Consulting and Advisory
Services Agreement – Fees of the Consultant”, on page [●] of this Draft Red Herring Prospectus. We also
believe that the Future Group’s stake in us is an incentive for PRIL and other Future Group entities to help
us mentor and grow our Business Ventures. We also have implemented conflict resolution procedures that
we believe further serve to align our interests and those of our shareholders with the interests of the Future
Group.

4
 SUMMARY FINANCIAL INFORMATION

The following tables set forth summary financial information derived from our restated financial statements
as of and for the fiscal years ended March 31, 2003, 2004, 2005, 2006 and 2007 and the six months ended
September 30, 2007. Our restated financial statements have been prepared in accordance with Indian
GAAP and the SEBI Guidelines and are presented in the section titled “Financial Statements” beginning on
page [●] of this Draft Red Herring Prospectus. The summary financial information presented below should
be read in conjunction with restated financial statements, the notes thereto and the section titled
“Management's Discussion and Analysis of Financial Condition and Results of Operations” beginning on
page [●] of this Draft Red Herring Prospectus.

Future Ventures India Limited

(Formerly Subhikshith Finance and Investment Private Limited)
Restated Summary Statement of Assets and Liabilities

(INR in Lakhs)
As At As At
Particulars September March March 31, March March March
30, 2007 31, 2007 2006 31, 2005 31, 31,
2004 2003
A. Fixed Assets
Gross Block 0.00 0.42 0.60 1.07 3.14 5.84
Less: Depreciation 0.00 (0.19) (0.16) (0.33) (1.03) (1.52)
Net Block 0.00 0.23 0.44 0.74 2.11 4.32

Total Fixed Assets (A) 0.00 0.23 0.44 0.74 2.11 4.32

B. Deferred Tax Asset (Net) (B) 1.70 1.97 1.97 2.26 2.08 2.45

C. Current Assets, Loans & Advances

Receivables 5.00 11.85 17.55 20.43 16.54 10.70

Cash and Bank Balances 42.79 34.95 27.21 27.47 21.22 34.08
Other Current Assets 4.93 5.71 5.29 6.33 11.89 10.36

Total Current Assets, Loans and Advances (C) 52.72 52.51 50.05 54.23 49.65 55.14

D. Liabilities and Provisions

Secured Loans 0.00 0.00 0.00 6.00 0.69 10.00

Current Liabilities 0.00 0.44 0.67 0.46 1.85 1.27
Provisions 8.86 9.62 8.68 8.64 11.45 11.49

Total Liabilities and Provisions (D ) 8.86 10.06 9.35 15.10 13.99 22.76

E. Net Worth (A) + (B)+ (C)-(D) 45.56 44.65 43.11 42.13 39.85 39.15

F. Represented By:

Share Capital 29.37 29.37 29.37 29.37 29.37 29.37

Reserves and Surplus 14.93 14.20 12.97 12.22 10.43 9.90
Statutory Reserve Fund 1.26 1.08 0.77 0.58 0.13 0.00

5
Miscellaneous Expenditure Not Written Off 0.00 0.00 0.00 (0.04) (0.08) (0.12)

Net Worth 45.56 44.65 43.11 42.13 39.85 39.15

The accompanying significant accounting policies and notes to accounts (Annexure IV) form an integral
part of this statement.

6
 Future Ventures India Limited
(Formerly Subhikshith Finance and Investment Private Limited)
Restated Summary Statement of Profit and Loss

(INR in Lakhs)
For the Six
Months Period For the Years Ended
Particulars Ended March 31, March 31, March 31, March 31, March 31,
September 30, 2007 2006 2005 2004 2003
2007
Income from Financing Activity 0.63 3.12 2.77 20.37 23.35 25.78
Interest on Deposits 0.64 2.40 1.16 1.24 1.09 1.49
Other Income 0.27 0.25 0.49 0.48 0.45 0.00

Profit on Sale of Assets 0.16 0.00 0.00 0.16 0.00 0.00

Total Income 1.70 5.77 4.42 22.25 24.89 27.27

Staff Costs 0.30 1.20 0.60 6.74 14.02 15.81

Operating and Other Expenses 0.43 0.83 0.84 11.30 8.17 9.31
Financing Charges 0.00 0.82 0.92 0.03 0.38 0.48
Depreciation 0.02 0.13 0.21 0.36 0.83 1.25
Depreciation – Prior Period 0.14 0.00 0.00 0.00 0.00 0.00
Provision for Non-Performing
Assets 0.00 1.02 1.23 1.68 1.24 0.96

Total Expenditure 0.89 4.00 3.80 20.11 24.64 27.81

Net Profit Before Taxation 0.81 1.77 0.62 2.14 0.25 (0.54)

Provision for Taxation

- Income Tax 0.18 0.61 0.23 1.06 0.14 0.15
- Deferred Tax 0.27 0.00 0.00 0.00 0.00 0.00
- Fringe Benefit Tax 0.00 0.00 0.00 0.00 0.00 0.00
Provision for Tax relating to earlier
years
-Income Tax 0.86 0.00 0.00 0.00 0.00 0.00
-Deferred Tax (1.98) 0.00 0.00 0.00 0.00 0.00
Net Profit/ (Loss) before
Adjustment 1.48 1.16 0.39 1.08 0.11 (0.69)
[Add/(Less)] Adjustments: (Refer
Note (i) to (iii) in Annexure III)
Provision for Depreciation 0.14 (0.06 ) 0.05 0.19 (0.07 ) (0.27 )
Provision for Non-Performing
Assets (net of write back)
0.41 0.70 1.04 0.90 1.38 (4.43)
Provision for Income Tax 0.86 (0.26) (0.25) (0.10 ) (0.40 ) 0.15
Deferred Tax Not Recognised (1.98) 0.00 (0.29 ) 0.18 (0.36) 2.45

Net Adjustments (0.57) 0.38 0.55 1.17 0.55 (2.10)

Restated Net Profit/(Loss) after
Taxation 0.91 1.54 0.94 2.25 0.66 (2.79)
Less:
Transfer to Reserve Fund (As per
45-IC of RBI Act)
-Per Audited Accounts 0.29 0.23 0.08 0.22 0.02 0.00

-On account of Adjustments –

(Refer Note (iv) in Annexure III) (0.11) 0.08 0.11 0.23 0.11 0.00

7
 Balance transferred to Balance
Sheet 0.73 1.23 0.75 1.80 0.53 (2.79)

The accompanying significant accounting policies and notes to accounts (Annexure IV) form an integral
part of this statement.

8
 THE ISSUE
Equity Shares offered by the Company* 3,736,156,300 Equity Shares
Of which:
Promoters Contribution in the Issue 775,406,300 Equity Shares**

Reservation for Eligible Shareholders of PRIL Up to 250,000,000 Equity Shares

Reservation for Eligible Employees Up to 50,000,000 Equity Shares
Net Issue to Public 2,660,750,000 Equity Shares
Of which
A) Qualified Institutional Buyers (QIB) portion*** At least 1,330,375,000 Equity Shares
Of which
Available for allocation to Mutual 66,518,750 Equity Shares
Funds only
Balance for all QIBs including Mutual Funds 1,263,856,250 Equity Shares

B) Non-Institutional Portion*** Not less than 399,112,500 Equity Shares

C) Retail Portion*** Not less than 931,262,500 Equity Shares

Equity Shares outstanding prior to the Issue 263,843,700 Equity Shares

Equity Shares outstanding after the Issue 4,000,000,000 Equity Shares

Use of Proceeds by the Company See the section titled “Objects of the Issue” on page
[●] of this Draft Red Herring Prospectus.

* The Company is considering a Pre-IPO placement with certain investors (“Pre-IPO Placement”). The Pre-IPO
placement is at the discretion of the Company. The Company will complete the issuance, if any, of such Equity Shares
prior to the filing of the Red Herring Prospectus with the RoC. If the Pre-IPO Placement is completed, the Issue size
offered to the public will be reduced to the extent of such Pre-IPO Placement, subject to a minimum Net Issue size of
10% of the post Issue capital being offered to the public. If, as a result of the Pre-IPO Placement, the Issue size is
reduced to an extent such that the Issue constitutes less than 25% of the post Issue paid-up capital of the Company, then
in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Issue would be made through the
100% Book Building Process where at least 60% of the Net Issue would be Allotted on a proportionate basis to QIBs
out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be
available for allocation on a proportionate basis to QIBs and Mutual Funds, subject to valid Bids being received from
them at or above the Issue Price. Further, not less than 10% of the Net Issue will be available for allocation on a
proportionate basis to Non-Institutional Bidders and not less than 30% of the Net Issue will be available for allocation
on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price.

**775,406,300 Equity Shares of Rs. 10 each will be subscribed by the Promoters on a fully paid up basis at least one
day prior to the opening of the Issue. The Promoters will provide the difference between the price at which such shares
are allotted and the Cap Price for an amount aggregating Rs. [●] crore which will be kept in an escrow account and will
be utilised in accordance with proviso to clause 4.6.2 of the SEBI DIP Guidelines in the event, the conditions specified
in clause 4.6.2 of the SEBI DIP Guidelines are not complied with.

***
Undersubscription, if any, in any portion, except in QIB portion, would be met with spill over from any other
category or combination of categories at the discretion of the Company, in consultation with the BRLMs/ CBRLMs. If
at least 50% of the Net Issue cannot be Allotted to QIBs, then the entire application money will be refunded.

9
 GENERAL INFORMATION

Registered Office

Future Ventures India Limited

Door No. 6/18, Plot No. 18/1
Nanganallur Co-operative Building Society
17th Street, Nanganallur
Chennai 600 061
Tel.: (91 44) 2852 3075
Fax: (91 44) 4263 4167
Corporate Identity Number: U65933TN1996PLC036016

Corporate Office
FCH House
Peninsula Corporate Park
Ganpatrao Kadam Marg
Lower Parel
Mumbai 400 013
Tel: (91 22) 4043 6000
Fax: (91 22) 4043 6068
Email: investor.care@futureventures.in

Address of the ROC

We are registered with the RoC, Tamil Nadu (Chennai) situated at:
Block No. 6
B Wing
2nd Floor, Shastri Bhawan
26, Haddows Road
Chennai 600 034

Board of Directors of the Issuer

Name and Designation Age (Yrs.) Address

Mr. G. N. Bajpai 65 131, Shaan Apartments
Chairman and Independent Director K.D. Marg, Opp. Kirti College
Prabhadevi, Mumbai – 400 028, India

Mr. Kishore Biyani 47 406, Jeevan Vihar

Managing Director Manav Mandir Road
Mumbai – 400 006
Mr. Sameer Sain 37 1302, Narain Terraces
Non-Executive Director Union Park Road
Bandra (West)
Mumbai – 400 050
Mr. Dhanpal Jhaveri 39 2, Sumangal,
Non-Executive Director 13 Ridge Road,
Malabar Hill,
Mumbai- 400 006
Mr. Rakesh Jhunjhunwala 47 3, Sital Sagar, Sital Baug,
Non-Executive and Independent Director 64, Walkeshwar Road,
Mumbai 400 006
Mr. Anil Harish 53 13, CCI Chambers, 1st Floor,
Non-Executive and Independent Director Dinshaw Wacha Road, Churchgate,

10
Name and Designation Age (Yrs.) Address
Mumbai 400 020

For further details of our Directors, see the section titled “Our Management” on page [●] of this Draft Red
Herring Prospectus.

Company Secretary and Compliance Officer

Gurmeet Singh Mission,

Assistant Company Secretary and Compliance Officer

FCH House
Peninsula Corporate Park
Ganpatrao Kadam Marg
Lower Parel,
Mumbai 400 013
Tel: (91 22) 4043 6000
Fax: (91 22) 4043 6068
Email: investor.care@futureventures.in

Investors can contact the Compliance Officer or the Registrar in case of any pre-Issue or post-Issue related
problems such as non-receipt of letters of allocation, credit of allotted Equity Shares in the respective
beneficiary account or refund orders, etc.

Book Running Lead Managers

JM Financial Consultants Private Limited Enam Securities Private Limited

141, Maker Chambers III 801, Dalamal Towers

Nariman Point Nariman Point
Mumbai 400 021 Mumbai 400 021
India India
Tel: (91 22) 6630 3030 Tel: (91 22) 6638 1800
Fax: (91 22) 2204 7185 Fax: (91 22) 2284 6824
Email: fvil.ipo@jmfinancial.in E-mail: fvil.ipo@enam.com
Investor Grievance Email: Investor Grievance Email: complaints@enam.com
grievance.ibd@jmfinancial.in Website: www.enam.com
Website: www.jmfinancial.in Contact Person: Ms. Lakha Nair
Contact Person: Ms. Poonam Karande SEBI Registration No: INM000006856
SEBI Registration No: INM000010361
Kotak Mahindra Capital Company Limited ICICI Securities Limited

3rd Floor, Bakhtawar, 229 ICICI Centre

Nariman Point H. T. Parekh Marg
Mumbai 400 021 Churchgate
India Mumbai 400 020
Tel: (91 22) 6634 1100 India
Fax: (91 22) 2284 0492 Tel: (91 22) 2288 2460/70
Email: fvil.ipo@kotak.com Fax: (91 22) 2282 6580
Investor Grievance Email: kmccredressal@kotak.com Email: futureventures_ipo@isecltd.com
Website: www.kotak.com Investor Grievance Email:
Contact Person: Mr. Chandrakant Bhole customercare@isecltd.com
SEBI Registration No: INM 000008704 Website: www.icicisecurities.com
Contact Person: Mr. Mahesh Natarajan
SEBI Registration No: INM 000011179

11
Edelweiss Capital Limited
14th Floor, Express Towers
Nariman Point
Mumbai 400 021
India
Tel: (91 22) 2286 4400
Fax: (91 22) 2288 2119
Email: fvil.ipo@edelcap.com
Website: www.edelcap.com
Contact Person: Mr. Pallav Shah
SEBI Registration No: INM 000010650

Co-Book Running Lead Managers

Centrum Capital Limited Collins Stewart Inga Private Limited

Krishna Chambers A-404, Neelam Centre

Sir Vithaldas Thackersey Marg Hind Cycle Road
New Marine Lines Worli
Mumbai 400 020 Mumbai 400 030
India India
Tel: (91 22) 4030 0500 Tel: (91 22) 2498 2919
Fax: (91 22) 4030 0510 Fax: (91 22) 2498 2956
Email: fvil.ipo@centrum.co.in Email: fvipo@csin.co.in
Investor Grievance Email: igmbd@centrum.co.in Website: www.csin.co.in
Website: www.centrum.co.in Contact Person: Mr. S. Karthikeyan
Contact Person: Mr. R. Satish Kumar SEBI Registration No.: INM 000010924
SEBI Registration No: INM 000010445

India Infoline Limited

84, 8th Floor, Nariman Bhavan

Nariman Point
Mumbai 400 021
India
Tel: (91 22) 6669 3200
Fax: (91 22) 2280 1263
Email: fvil.ipo@iiflcap.com
Investor Grievance Email:
customercare@iiflcap.com
Website: www.iiflcap.com
Contact Person: Mr. Pinak Bhattacharyya
SEBI Registration No: INM 000010940

Syndicate Members

Kotak Securities Limited

Bakhtawar, 1st Floor
229, Nariman Point
Mumbai 400 021
Tel: (91 22) 6634 1100
Fax: (91 22) 6634 3927
Email: umesh.gupta@kotak.com
Website: www.kotak.com
Contact Person: Mr. Umesh Gupta

12
SEBI Registration No.: INB 010808153 (BSE) / INB230808130 (NSE)

[●]

Advisor to the Issuer

Fortune Financial Services (India) Limited

K. K. Chambers, 2nd Floor
Sir P. T. Marg
Fort, Mumbai 400 001
India
Tel: (91 22) 2207 7931
Fax: (91 22) 2207 2948
Email: mbd@ffsil.com
Website: www.ffsil.com
Contact Person: Mr. Kush Joshi
SEBI Registration No: INM 000000529

Domestic Legal Counsel to the Company

Amarchand Mangaldas & Suresh A. Shroff & Co.

5th Floor, Peninsula Chambers
Peninsula Corporate Park
Ganpatrao Kadam Marg
Lower Parel
Mumbai 400013
India
Tel: (91 22) 2496 4455
Fax: (91 22) 2496 3666

Domestic Legal Counsel to the Underwriters

S&R Associates
64, Okhla Industrial Estate Phase III
New Delhi 110 020
India
Tel: (91 11) 4069 8000
Fax: (91 11) 4069 8001

International Legal Counsel to the Underwriters

Linklaters Allen & Gledhill

One Marina Boulevard
#28-00
Singapore
Tel: (65) 6890 7300
Fax: (65) 6890 7308

Registrar to the Issue

Intime Spectrum Registry Limited

C-13, Pannalal Silk Mills Compound
LBS Marg, Bhandup (W)
Mumbai 400 078

13
India
Tel: (91 22) 2596 0320
Fax: (91 22) 2596 0329
E-mail: fvil.ipo@intimespectrum.com
Website: www.intimespectrum.com
Contact Person: Mr. Sachin Achar
SEBI Registration No: INM000003761

Statutory Auditors

Deloitte Haskins & Sells

Chartered Accountants
2nd Floor, “Temple Tower”
672, Anna Salai
Nandanam
Chennai 600 035
Tel: (91 44) 4213 1124
Fax: (91 44) 4213 1129

IPO Grading Agency

[●]

Bankers to the Issue and Escrow Collection Banks

[●]

Bankers to the Company

Indian Overseas Bank Yes Bank

East Mada Street Branch 11th Floor, Nehru Centre
18, East Mada Street Dr. Annie Besant Road
Chennai Worli
Tamil Nadu Mumbai 400 018
Tel: (91 44) 2464 0599 Tel: (91 22) 6669 9108
Fax: (91 44) 2855 0153 Fax: (91 22) 2490 1128
E mail: estmdbr@chemrc01.iobnet.co.in E mail: surendra.jalan@yesbank.in /
Website: www.iob.com abhay.patkar@yesbank.in
Website: www.yesbank.in

Inter Se Allocation of Responsibilities among the BRLMs and Co-BRLMs

S. Activities Responsibility Co-ordinator

No.
1 Capital structuring with the relative components and JM Financial, JM Financial
formalities etc. Enam, Kotak,
Edelweiss, I-Sec
2 Due diligence of the Company’s operations / JM Financial, JM Financial
management / business plans/legal documents etc. Enam, Kotak,
Edelweiss, I-Sec

3 Drafting and design of Issue Document and of statutory JM Financial, JM Financial

advertisement including memorandum containing salient Enam, Kotak,
features of the Prospectus. Compliance with stipulated Edelweiss, I-Sec

14
S. Activities Responsibility Co-ordinator
No.
requirements and completion of prescribed formalities
with Stock Exchange, Registrar of Companies and SEBI
4 Drafting and approval of all publicity material other than JM Financial, Enam
statutory advertisement as mentioned in (3) above Enam, Kotak,
including corporate advertisement, brochure, etc. Centrum, CSIN,
Edelweiss, I-Sec,
IIFL
5 Appointment of Intermediaries JM Financial, Printers – JM
Enam, Kotak, Financial
Edelweiss, I-Sec
Registrar-Kotak

Bankers,-Kotak

Advertising
agency-Enam

Monitoring
Agency-Enam

IPO Grading
Agency –Enam
6 Domestic Institutional Marketing Strategy JM Financial, JM Financial
Finalisation of the list of domestic institutional investors Enam, Kotak,
for one to one meetings in consultation with the Company Centrum, CSIN,
Edelweiss, I-Sec,
IIFL
7 International Institutional Marketing Strategy JM Financial, Kotak
Finalisation of the list of international institutional Enam, Kotak,
investors for one to one meetings in consultation with the Centrum, CSIN,
Company Edelweiss, I-Sec,
Preparation of road show presentation and other IIFL
marketing materials
8 Retail/HNI Marketing Strategy JM Financial, Enam
Finalize centres for holding conference for brokers etc Enam, Kotak,
Finalise media, marketing and PR strategy Centrum, CSIN,
Follow up on distribution of publicity and issue materials Edelweiss, I-Sec,
including form, prospectus and deciding on the quantum IIFL
of the Issue material
Finalise Collection orders
9 Managing the Book and Co-ordination with Stock JM Financial, Enam
Exchanges Enam, Kotak,
Centrum, CSIN,
Edelweiss, I-Sec,
IIFL
10 Pricing JM Financial, JM Financial
Enam, Kotak,
Centrum, CSIN,
Edelweiss, I-Sec,
IIFL
11 The post bidding activities including management of JM Financial, Kotak
escrow accounts, co-ordination of non-institutional Enam, Kotak,
allocation, intimation of allocation and dispatch of Edelweiss, I-Sec

15
S. Activities Responsibility Co-ordinator
No.
refunds to bidders
12 The post Issue activities of the Issue will involve essential JM Financial, Kotak
follow up steps, which must include finalisation of listing Enam, Kotak,
of instruments and dispatch of certificates and refunds, Edelweiss, I-Sec
with the various agencies connected with the work such
as Registrars to the Issue, Bankers to the Issue and the
bank handling refund business. BRLMs and Co-BRLMs
shall be responsible for ensuring that these agencies fulfill
their functions and enable him to discharge this
responsibility through suitable agreements with the Issuer
Company.

Credit Rating

As this is an issue of Equity Shares, a credit rating of this Issue is not required.

Trustees

As this is an issue of Equity Shares, the appointment of Trustees is not required.

IPO Grading

This Issue has been graded by [●] as [●], indicating [●]. Pursuant to the Clauses 5.6B.1 and 6.17.3A of the
SEBI Guidelines, the rationale or description furnished by the credit rating agency will be updated at the
time of filing the Red Herring Prospectus with the ROC.

Monitoring Agency

We have appointed [●] as the monitoring agency pursuant to our agreement dated [●].

Withdrawal of the Issue

Our Company, in consultation with the BRLMs/ CBRLMs reserves the right not to proceed with the Issue
at anytime, including after the Bid/Issue Closing Date but before the Board meeting for Allotment, without
assigning any reason. Notwithstanding the foregoing, the Issue is also subject to obtaining the final listing
and trading approvals of the Stock Exchanges, which the Company shall apply for after Allotment.

Book Building Process

Book building, with reference to the Issue, refers to the process of collection of Bids on the basis of the Red
Herring Prospectus within the Price Band. The Issue Price is finalized after the Bid/ Issue Closing Date.
The principal parties involved in the Book Building Process are:

1. The Company;
2. BRLMs and CBRLMs;
3. Syndicate Member who is an intermediary registered with SEBI or registered as brokers with
BSE/NSE and eligible to act as Underwriters. The Syndicate Member is appointed by the
BRLMs/ CBRLMs;
4. Registrar to the Issue; and
5. the Escrow Collection Banks

The Issue is being made through the 100% Book Building Process whereby at least 50% of the Net Issue
shall be available for allocation on a proportionate basis to QIBs, out of which 5% shall be available for

16
allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allotment on
a proportionate basis to QIBs and Mutual Funds, subject to valid Bids being received from them at or above
the Issue Price. Not less than 15% of the Net Issue shall be available for allocation on a proportionate basis
to Non-Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation on a
proportionate basis to Retail Individual Bidders, subject to valid bids being received at or above the Issue
Price. Further, up to 50,000,000 Equity Shares are available for allocation to the Eligible Employees and up
to 250,000,000 Equity Shares are available for allocation to the Eligible Shareholders of PRIL, subject to
valid Bids being received at or above the Issue Price.

The Company shall comply with the SEBI Guidelines and any other ancillary directions issued by the SEBI
in this Issue. In this regard, the Company has appointed JM Financial, Enam, Kotak, Edelweiss and I-Sec
as the BRLMs and Centrum, Collins and IIL as CBRLMs to manage the Issue and to procure subscription
for the Issue.

In accordance with the SEBI Guidelines, QIB Bidders are not allowed to withdraw their Bid(s) after the
Bid /Issue Closing Date. In addition, QIBs are required to pay the QIB Margin Amount, representing 10%
of the Bid Amount, upon submission of their Bid and allocations to QIBs shall be on a proportionate basis.
For further details, see the section titled “Issue Structure” on page [●] of this Draft Red Herring Prospectus.

The process of Book Building under SEBI Guidelines is subject to change from time to time and
investors are advised to make their own judgment about investment through this process prior to
making a Bid or Application in the Issue.

Illustration of Book Building Process and Price Discovery Process (Investors should note that this
example is solely for illustrative purposes and is not specific to the Issue)

Bidders can bid at any price within the price band. For instance, assume a price band of Rs. 20 to Rs. 24 per
share, offer size of 3,000 equity shares and receipt of five bids from bidders out which one bidder has bid
for 500 shares at Rs. 24 per share while another has bid for 1,500 shares at Rs. 22 per share. A graphical
representation of consolidated demand and price would be made available at the bidding centers during the
bidding period. The illustrative book given below shows the demand for the shares of the Company at
various prices and is collated from bids from various investors.

Bid Quantity Bid Price (Rs.) Cumulative Quantity Subscription

500 24 500 16.67%
1,000 23 1,500 50%
1,500 22 3,000 100%
2,000 21 5,000 166.67%
2,500 20 7,500 250%

The price discovery is a function of demand at various prices. The highest price at which the Company is
able to offer the desired number of shares is the price at which the book cuts off i.e. Rs. 22 in the above
example. The Company, in consultation with BRLMs/ CBRLMs, will finalise the Issue Price at or below
such cut off price, i.e. at or below Rs. 22. All bids at or above the Issue Price and cut off bids are valid bids
and are considered for allocation in the respective categories.

Steps to be taken by the Bidders for bidding:

• Check eligibility for bidding (please refer to the section titled “Issue Procedure - Who Can Bid” on
page [●] of this Draft Red Herring Prospectus);

• Ensure that you have an active demat account and the demat account details are correctly
mentioned in the Bid cum Application Form;

17
• Ensure that you have mentioned your PAN (see the section titled “Issue Procedure” on page [●] of
this Draft Red Herring Prospectus); and

• Ensure that the Bid cum Application Form is duly completed as per instructions given in the Red
Herring Prospectus and in the Bid Cum Application Form.

Underwriting Agreement

After the determination of the Issue Price but prior to filing of the Prospectus with the RoC, we intend to
enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be offered
through this Issue. It is proposed that pursuant to the terms of the Underwriting Agreement, the
BRLMs/CBRLMs shall be responsible for bringing in the amount devolved in the event that their
respective Syndicate Members do not fulfil their underwriting obligations. The obligations of the
Underwriters shall be several and subject to certain conditions to closing, as specified in the Underwriting
Agreement.

The Underwriters have indicated their intention to underwrite the following number of Equity
Shares:

(This portion has been intentionally left blank and will be filled in before the filing of the Prospectus with
the RoC)

Name and Address of the Indicative Number of Equity Amount Underwritten

Underwriters shares to be Underwritten (Rs. Crore)
JM Financial Consultants [●] [●]
Private Limited
141, Maker Chambers III
Nariman Point,
Mumbai 400 021
India

Enam Securities Private [●] [●]

Limited
801, Dalamal Tower, Nariman
Point,
Mumbai 400 021
India

Kotak Mahindra Capital [●] [●]

Company Limited
3rd Floor, Bakhtawar
229, Nariman Point
Mumbai 400 021
India

Kotak Securities Limited [●] [●]

Bakhtawar, 1st Floor
229, Nariman Point
Mumbai 400 021
India

ICICI Securities Limited [●] [●]

ICICI Centre, H. T. Parekh Marg
Churchgate
Mumbai 400 020

18
 Name and Address of the Indicative Number of Equity Amount Underwritten
Underwriters shares to be Underwritten (Rs. Crore)
India

Edelweiss Capital Limited [●] [●]

14th Floor, Express Towers
Nariman Point
Mumbai 400 021
India
Centrum Capital Limited [●] [●]
Krishna Chambers
Sir Vithaldas Thackersey Marg
New Marine Lines
Mumbai 400 020
India
Collins Stewart Inga Private [●] [●]
Limited
A-404, Neelam Centre
Hind Cycle Road
Worli
Mumbai 400 030
India

India Infoline Limited [●] [●]

84, 8th Floor
Nariman Bhawan
Nariman Point
Mumbai 400 021
India
[●] [●] [●]

The above mentioned amount is indicative underwriting and this would be finalized after the pricing and
actual allocation of the Equity Shares.

In the opinion of our Board of Directors (based on a certificate given by the Underwriters), the resources of
the above mentioned Underwriters are sufficient to enable them to discharge their respective underwriting
obligations in full. The above-mentioned Underwriters are registered with SEBI under Section 12(1) of the
SEBI Act or registered as brokers with the Stock Exchange(s). Our Board of Directors, at its meeting held
on [●], has accepted and entered into the Underwriting Agreement mentioned above on behalf of the
Company.

Allocation amongst the Underwriters may not necessarily be in proportion to their underwriting
commitments.

Notwithstanding the above table, the BRLMs, CBRLMs and the Syndicate Member shall be responsible for
ensuring payment with respect to Equity Shares allocated to investors procured by them. In the event of any
default in payment, the respective Underwriter, in addition to other obligations defined in the Underwriting
Agreement, will also be required to procure subscriptions for/subscribe to Equity Shares to the extent of the
defaulted amount.

19
 CAPITAL STRUCTURE

Our Equity Share capital before the Issue and after giving effect to the Issue, as at the date of filing of this
Draft Red Herring Prospectus with SEBI, is set forth below:

(In Rs. crore)

Aggregate Aggregate
Value at Value at Issue
nominal value Price
A) AUTHORISED SHARE CAPITAL
5,000,000,000 Equity Shares of Rs. 10 each 5,000.00

B) ISSUED, SUBSCRIBED AND PAID UP SHARE

CAPITAL BEFORE THE ISSUE
263,843,700 Equity Shares of Rs. 10 each* 2,63.84 [●]

C) PRESENT ISSUE IN TERMS OF THIS DRAFT RED

HERRING PROSPECTUS
3,736,156,300 Equity Shares of face value of Rs. 10 each 3,736.16 [●]
Less: Promoters Contribution in the Issue
775,406,300 Equity Shares of Rs. 10 each fully paid up** 775.41 [●]
Less: Reservation for Eligible Shareholders of PRIL
Up to 250,000,000 Equity Shares of Rs. 10 each fully paid up 250.00 [●]
Less: Reservation for Eligible Employees
Up to 50,000,000 Equity Shares of Rs. 10 each fully paid up 50.00 [●]

D) NET ISSUE TO THE PUBLIC

2,660,750,000 Equity Shares of Rs. 10 each fully paid up 2,660.75 [●]
QIB portion of at least 1,330,375,000 Equity Shares (At least 1,330.38 [●]
50% of the Net Issue to Public)
Non Institutional portion of not less than 399,112,500 Equity 399.11 [●]
Shares (Not less than 15% of Net Issue to Public)
Retail portion of not less than 931,262,500 Equity Shares (Not 931.26 [●]
less than 35% of Net Issue to Public)
E) EQUITY CAPITAL AFTER THE ISSUE
4,000,000,000 Equity Shares of Rs. 10 each fully paid up 4,000.00 [●]
shares

F) SHARE PREMIUM ACCOUNT

Before the Issue Nil

After the Issue [●]

* The Company is considering a Pre-IPO Placement with certain investors (“Pre-IPO Placement”). The
Pre-IPO Placement is at the discretion of the Company. The Company will complete the issuance, if any,
of such Equity Shares prior to the filing of the Red Herring Prospectus with the RoC. If the Pre-IPO
Placement is completed, the Issue size offered to the public will be reduced to the extent of such Pre-IPO
Placement, subject to a minimum Net Issue size of 10% of the post Issue capital being offered to the public.

**775,406,300 Equity Shares of Rs. 10 each fully paid will be subscribed by the Promoters at least one day
prior to the opening of the Issue. The Promoters will provide the difference between the price at which such
shares are allotted and the Cap Price for an amount aggregating Rs. [●] crore which will be kept in an
escrow account and will be utilised in accordance with proviso to clause 4.6.2 of the SEBI DIP Guidelines
in the event, the conditions specified in clause 4.6.2 of the SEBI DIP Guidelines are not complied with.

20
Changes in Authorised Share Capital

The authorised share capital of the Company was increased from Rs. 1 crore to Rs. 5 crore through a
resolution passed by the members of the Company at the EGM held on August 10, 2007.

The authorised share capital of the Company was further increased from Rs. 5 crore to Rs. 3,000 crore
through a resolution passed by the members of the Company at the EGM held on October 11, 2007.

The authorised share capital of the Company was further increased from Rs. 3,000 crore to Rs. 5,000 crore
through a resolution passed by the members of the Company at the EGM held on February 5, 2008.

Notes to Capital Structure

1. Share Capital History

(a) The following is the history of the equity share capital of our Company:

Date of No. of Equity Face Issue Nature of Reasons for Cumulative Cumulative Cumulative
allotment Shares Value Price Consideration Allotment no. of Equity Paid-up Equity Share
Allotted (Rs.) (Rs.) (Rs.) Shares share capital Premium
(Rs.) (Rs.)
August 9, 700 10 10 Cash Issue of shares 700 7,000 Nil
1996 on subscription
to Memorandum
and Articles of
Association
November 58,000 10 10 Cash Allotment of 58,700 5,87,000 Nil
16, 1996 27,500 equity
shares to Mr. R.
Sankar.
Allotment of
1,000 equity
shares to Mr. R.
Elangovan.
Allotment of
2,000 equity
shares to Mr. V.
Thirumalai.
Allotment of
25,000 equity
shares to Mrs.
Kiran Dhingra.
Allotment of
2,500 Equity
shares to Mr. R.
Venkatesh.
December 10,000 10 10 Cash Allotment of 68,700 6,87,000 Nil
5, 1996 10,000 equity
shares to Mr.
Gurumurthy
Ganeshan.
June 25, 1,83,000 10 10 Cash Allotment of 2,51,700 2,517,000 Nil
1997 1,83,000 equity
shares to various
individuals.
September 72,000 10 10 Cash Allotment of 3,23,700 3,237,000 Nil
23, 1997 2,000 equity
shares to Mr. R.
Elangovan.
Allotment of
70,000 equity
shares to Mr. R.
Sankar.
September 22,000 10 10 Cash Allotment of 3,45,700 3,457,000 Nil
25, 1997 22,000 equity
shares to Mr. M.
Sundar

21
Date of No. of Equity Face Issue Nature of Reasons for Cumulative Cumulative Cumulative
allotment Shares Value Price Consideration Allotment no. of Equity Paid-up Equity Share
Allotted (Rs.) (Rs.) (Rs.) Shares share capital Premium
(Rs.) (Rs.)
February (52,000) 10 - Cash Buyback of 293,700 2,937,000 Nil
26, 2002 50,000 equity
shares from Mr.
M. J. Raman.
Buyback of
2,000 equity
shares from Mr.
K.
Sivaprakasam.
October 11, 4,706,300 10 10 Cash Allotment to 5,000,000 50,000,000 Nil
2007 Pantaloon Future
Ventures
Limited
November 17,793,700 10 10 Cash Allotment to 22,793,700 227,937,000 Nil
28, 2007 Pantaloon Future
Ventures
Limited
November 204,250,000 10 10 Cash Preferential 227,043,700 2,270,437,000 Nil
28, 2007 Allotment to
various parties*
January 28, 1,800,000 10 10 Cash Allotment to 228,843,700 2,270,437,000 Nil
2008 Future Capital
Investment Pvt.
Limited
January 28, 35,000,000 10 10 Cash Preferential 263,843,700 2,638,437,000 Nil
2008 Allotment to
various parties**
* On November 28, 2007 the Company issued 204,250,000 equity shares on private placement basis to Bahubali Goods Private
Limited, Pramod Kumar Chopda, Mayur Sales Private Limited, Amar Nath Shroff, Mishri Devi Bachhawat, RSM Estates Limited,
Manish Poddar, V. Thirumalai, Money Matters Advisory Services Limited, Priti Biyani, Rajiv Bajranglal Biyani, Ajay Biyani,
Pannalal Nathani, Shreeji Fincap Private Limited, Sarika Poddar, Nilesh Swroop Lodha, Rajat Vora, Grand Cuisines Private Limited,
Vishal Seksaria, Pratima Arun Parekh, Monika Enclaves Private Limited, Navratna Organisers and Developers Private Limited,
Wallfort Share and Stock Brokers Limited, Comet Holdings Limited, Hira Thakurdas Jhamtani, Lalchand Tahilramani, Remi
Securities Limited, Shiv Bhagwan Mundhra, Bansidhar Sarda, SVG Fashions Limited, Investrick Securities India Private Limited,
AGB Holdings Private Limited, Suryavanshi Commotrade Private Limited, Seepra S. Kabra, Shardul Securities Limited, Jugal
Kishore Maheshwari, VRM Share Broking Private Limited, Surendra Kumar Choraria, Nikhil Vora and Silgo Properties and
Investments Private Limited.

** On January 28, 2008 the Company issued 35,000,000 equity shares on a private placement basis to Radhamani Exports Limited,
Utpal Sheth, Gujarat Flourochemicals Limited and Future Capital Investment Private Limited.

2. Build up of Promoter Shareholding

Date of No. of Equity Cumulative Face Total Issue / Nature of Nature of

Allotment / Shares No. of Equity Value Acquisition Consideration Transaction
Transfer Issued/Transferred Shares (Rs.) Price (Rs.)
Pantaloon Future Ventures Limited
July 14, 2007 293,640 293,640 10 5,796,453.6 Cash Transfer
July 14, 2007 60 293,700 10 1,184.4 Cash Transfer
October 11, 4,706,300 5,000,000 10 47,063,000 Cash Allotment
2007
November 28, 17,793,700 22,793,700 10 177,937,000 Cash Allotment
2007
Future Capital Investment Private Limited
January 28, 1,800,000 1,800,000 10 18,000,000 Cash Allotment
2008
Mr. Kishore Biyani
N.A. Nil Nil N.A. N.A. N.A. N.A.
Pantaloon Retail (India) Limited
N.A. Nil Nil N.A. N.A. N.A. N.A.
Future Capital Holdings Limited
N.A. Nil Nil N.A. N.A. N.A. N.A.

22
3. Promoters’ Contribution and Lock-in

All Equity Shares, which are being locked-in, are eligible for computation of promoters’ contribution under
Clause 4.6 of the SEBI Guidelines. Pursuant to the SEBI Guidelines, an aggregate of 20% of the post-Issue
capital of the Company held by the Promoters representing 800,000,000 Equity Shares shall be locked in
for a period of three years from the date of Allotment of Equity Shares in the Issue. These Equity Shares
shall consist of 24,593,700 Equity Shares held by the Promoters prior to the date of filing the Draft Red
Herring Prospectus and the remaining 775,406,300 Equity Shares shall be subscribed by the Promoters one
day prior to the Bid/Issue Opening Date.

775,406,300 Equity Shares of Rs. 10 each fully paid will be subscribed by the Promoters as Promoter’s
contribution in the Issue at least one day prior to the opening of the Issue. The Promoters will provide the
difference between the price at which such shares are allotted and the Cap Price for an amount aggregating
Rs. [●] crore which will be kept in an escrow account and will be utilised in accordance with proviso to
clause 4.6.2 of the SEBI DIP Guidelines in the event, the conditions specified in clause 4.6.2 of the SEBI
DIP Guidelines are not complied with. The details of such allotment will be updated in the Prospectus
before the same is filed with the RoC. Additionally, 24,593,700 Equity Shares allotted to Pantaloon Future
Ventures Limited and Future Capital Investment Private Limited and forming part of the pre-Issue share
capital of the Company are being offered towards Promoter’s contribution, such that the total Promoter’s
contribution will be 800,000,000 Equity Shares or 20% of the post –Issue paid up capital of the Company.
The details of promoter contribution and lock-in for 24,593,700 Equity Shares are set forth below:

Sr. Name of Date of Nature of Number Face Issue/acquisition Reasons for Percentage
No. the Transfer/ Consideration of Equity Value Price per Equity Transfer/ of post-
Promoter Allotment Shares Share (Rs.) Allotment Issue paid-
up capital
1. Pantaloon July 14, 2007 Cash 293,700 10 19.74 Acquisition 0.01
Future October 11, Cash 4,706,300 10 10 Allotment 0.12
Ventures 2007
Limited November 28, Cash 17,793,700 10 10 Allotment 0.44
2007
2. Future January 28, Cash 1,800,000 10 10 Allotment 0.05
Capital 2008
Investment
Private
Limited
24,593,700 0.62

In terms of Clause 4.14.1 of the SEBI Guidelines, in addition to 20% of the post-Issue shareholding of the
Company held by the Promoters and locked in for three years as specified above, the entire pre-Issue share
capital of the Company, including the Promoters’ contribution, will be locked in for a period of one year
from the date of Allotment in this Issue.

In terms of Clause 4.16.1(a) of the SEBI Guidelines, the Equity Shares held by persons other than the
Promoters prior to the Issue may be transferred to any other person holding the Equity Shares which are
locked-in as per Clause 4.14 of the SEBI Guidelines, subject to continuation of the lock-in in the hands of
the transferees for the remaining period and compliance with the SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 1997, as applicable.

Further, in terms of Clause 4.16.1(b) of the SEBI Guidelines, Equity Shares held by the Promoters may be
transferred to and among the Promoter Group or to a new promoter or persons in control of the Company
subject to continuation of the lock-in in the hands of the transferees for the remaining period and
compliance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as
applicable.

In addition, the Equity Shares subject to lock-in will be transferable subject to compliance with the SEBI
Guidelines, as amended from time to time.

23
In terms of Clause 4.15.1, locked-in Equity Shares of our Company held by the Promoters can be pledged
with banks or financial institutions as collateral security for loans granted by such banks or financial
institutions provided that the pledge of the Equity Shares is one of the terms of the sanction of the loan.
Further, the Equity Shares constituting 20% of the fully diluted post-Issue capital of the Company held by
the Promoters that are locked in for a period of three years from the date of Allotment of Equity Shares in
the Issue, may be pledged only if, in addition to complying with the aforesaid conditions, the loan has been
granted by the banks or financial institutions for the purpose of financing one or more objects of the Issue.

The Promoters’ contribution has been brought in to the extent of not less than the specified minimum lot
and from the persons defined as promoters under the SEBI Guidelines. The Equity Shares held by
promoters and offered for Promoters’ contribution are not subject to any pledge.

4. The shareholding pattern of our Company

The table below presents the shareholding pattern of the Company as on the date of filing this Draft Red
Herring Prospectus and will be updated and adjusted for the Issue at the time of filing the Red Herring
Prospectus with the ROC:

Pre-Issue Post-Issue*
Number of Percentage of Number of Percentage of
Equity Equity Share Equity Equity Share
Shares capital Shares capital
Promoters*
Pantaloon Future 22,793,700 8.64 [●] [●]
Ventures Limited
Future Capital 1,800,000 0.68 [●] [●]
Investment Private
Limited
Mr. Kishore Biyani Nil Nil [●] [●]
Pantaloon Retail (India) Nil Nil [●] [●]
Limited
Future Capital Holdings Nil Nil [●] [●]
Limited
Sub Total (A) 24,593,700 9.32 [●] [●]
Promoter Group
Nil Nil Nil [●] [●]
Sub Total (B) Nil Nil [●] [●]
Non-Promoter Group
Various individuals and 239,250,000 90.68 [●] [●]
corporate bodies

Sub Total (C) Nil Nil [●] [●]

Public (pursuant to - - [●] [●]
the Issue) (C)
Total share capital 263,843,700 100 [●] [●]
(A+B+C)
*775,406,300 Equity Shares of Rs. 10 each fully paid will be subscribed by the Promoters as Promoter’s contribution in
the Issue at least one day prior to the opening of the Issue. The Promoters will provide the difference between the price
at which such shares are allotted and the Cap Price for an amount aggregating Rs. [●] crore which will be kept in an
escrow account and will be utilised in accordance with proviso to clause 4.6.2 of the SEBI DIP Guidelines in the event,
the conditions specified in clause 4.6.2 of the SEBI DIP Guidelines are not complied with. The details of such
allotment will be updated in the Prospectus before the same is filed with the RoC.

5. Equity Shares held by top ten shareholders

24
(a) On the date of the Draft Red Herring Prospectus with SEBI:

Sr. No. Name Number of Equity Shares Percentage

1. AGB Holdings Private Limited 25,000,000 9.48
2. Pantaloon Future Ventures Limited 22,793,700 8.64
3. Sarika Poddar 17,000,000 6.44
4. Gujarat Fluorochemicals Limited 15,000,000 5.69
5. Utpal Sheth 15,000,000 5.69
6. Hira T. Jhamtani 12,250,000 4.64
7. Nilesh Swaroop Lodha 10,500,000 3.98
8. Investrick Securities India Private Limited 10,000,000 3.79
9. Jugal K. Maheshwari 9,000,000 3.41
10. Wallfort Share & Stock Brokers Limited 8,250,000 3.13
TOTAL 54.89

(b) Ten days prior to the date of filing this Draft Red Herring Prospectus with SEBI:

Sr. Name Number of Equity Percentage

No. Shares
1. AGB Holdings Private Limited 25,000,000 9.48
2. Pantaloon Future Ventures Limited 22,793,700 8.64
3. Sarika Poddar 17,000,000 6.44
4. Gujarat Fluorochemicals Limited 15,000,000 5.69
5. Utpal Sheth 15,000,000 5.69
6. Hira T. Jhamtani 12,250,000 4.64
7. Nilesh Swaroop Lodha 10,500,000 3.98
8. Investrick Securities India Private Limited 10,000,000 3.79
9. Jugal K. Maheshwari 9,000,000 3.41
10. Wallfort Share & Stock Brokers Limited 8,250,000 3.13
TOTAL 54.89

(c) Two years prior to filing this Draft Red Herring Prospectus with SEBI:

Sr. No. Name Number of Equity Shares Percentage

1. R. Shankar 2,20,600 75.11
2. M. Sundar 22,100 7.52
3. Gurumurthy G. 10,000 3.40
4. V. Thirumalai 4,800 1.63
5. Master M. Ranjith 4,000 1.36
6. K. Mukundan 3,000 1.02
7. Miss M. Rathipriya 3,000 1.02
8. R. Elangovan 3,000 1.02
9. R. Santhanam 2,100 0.72
10. E. Chitra 2,000 0.68
TOTAL 93.48%

6. Our Company, our Promoters, our Directors and the BRLMs/CBRLMs have not entered into any
buy-back and/or standby arrangements for the purchase of Equity Shares from any person.

7. None of our Directors or Key Managerial Personnel holds any Equity Shares in our Company,
except as stated in the section “Our Management” on page [●] of this Draft Red Herring
Prospectus.

25
8. Except as stated above, our Promoters, Directors, and our Promoter Group have not purchased or
sold any Equity Shares within the six months preceding the date of filing of this Draft Red Herring
Prospectus with SEBI.

9. A total of up to 50,000,000 Equity Shares, i.e., up to Rs. [●] crore, has been reserved for allocation
to the Eligible Employees, subject to valid Bids being received at or above the Issue Price and
subject to the maximum Bid in this portion being Rs. [●]. Only Eligible Employees as on [●]
would be eligible to apply in this Issue under Reservation for Eligible Employees. Eligible
Employees may bid in the Net Issue to the public portion as well and such Bids shall not be treated
as multiple Bids.

10. A total of up to 250,000,000 Equity Shares, i.e., up to Rs. [●] crore, has been reserved for
allocation to the Eligible Shareholders of PRIL, subject to valid Bids being received at or above
the Issue Price and subject to the maximum Bid in this portion being Rs. [●]. Only the Eligible
Shareholders of PRIL as on [●] would be eligible to apply in this Issue under Reservation for
Eligible Shareholders of PRIL. Eligible Shareholders of PRIL may bid in the Net Issue to the
public portion as well and such Bids shall not be treated as multiple Bids.

11. The Issue is being made through a 100% Book Building Process wherein at least 50% of the Net
Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers,
not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non
Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation on a
proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above
the Issue Price. From the existing QIB Portion, 5% of the QIB Portion shall be available for
allocation to Mutual Funds. Mutual Funds participating in the 5% share in the QIB Portion will
also be eligible for allocation in the remaining QIB Portion.

Under-subscription, if any, in the Retail or Non Institutional Portion would be met with spill over
from other categories or combination of categories at the discretion of the Company in
consultation with the BRLMs and the CBRLMs. Under-subscription, if any, in the Reservation
Portion would be included in the Net Issue and added back to the Non-Institutional and Retail
Portion in the ratio of 50:50. In case of under-subscription in the Net Issue, spill over to the extent
of under-subscription shall be permitted from the Reservation Portion.

12. The Company is considering a Pre-IPO placement with certain investors (“Pre-IPO Placement”).
The Pre-IPO placement is at the discretion of the Company. The Company will complete the
issuance, if any, of such Equity Shares prior to the filing of the Red Herring Prospectus with the
RoC. If the Pre-IPO Placement is completed, the Issue size offered to the public will be reduced
to the extent of such Pre-IPO Placement, subject to a minimum Issue size of 10% of the post Issue
capital being offered to the public. If, as a result of the Pre-IPO Placement, the Issue size is
reduced to an extent such that the Issue constitutes less than 25% of the post Issue paid-up capital
of the Company, then in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules,
1957, the Issue would be made through the 100% Book Building Process where at least 60% of
the Net Issue would be Allotted on a proportionate basis to QIBs out of which 5% shall be
available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be
available for allocation on a proportionate basis to QIBs and Mutual Funds, subject to valid Bids
being received from them at or above the Issue Price. Further, not less than 10% of the Net Issue
will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less
than 30% of the Net Issue will be available for allocation on a proportionate basis to Retail
Individual Bidders, subject to valid Bids being received at or above the Issue Price.

13. There are no outstanding warrants, options or rights to convert debentures, loans or other financial
instruments into our Equity Shares.

26
14. A Bidder cannot make a Bid for more than the number of Equity Shares offered through the Issue
and Bidders are subject to the maximum limit of investment prescribed under relevant laws
applicable to each category of Bidder.

15. We have not raised any bridge loan against the proceeds of the Issue.

16. An over-subscription to the extent of 10% of the Issue can be retained for the purpose of rounding
off to the nearest integer while finalizing the Basis of Allotment.

17. Except as stated above, there would be no further issue of capital whether by way of issue of
bonus shares, preferential allotment, rights issue or in any other manner during the period
commencing from submission of this Draft Red Herring Prospectus to SEBI until the Equity
Shares issued/ to be issued pursuant to the Issue have been listed.

18. Except as stated above, we presently do not intend or propose to alter our capital structure for a
period of six months from the date of filing of this Draft Red Herring Prospectus, by way of split
or consolidation of the denomination of Equity Shares or further issue of Equity Shares (including
any issue of securities convertible into or exchangeable, directly or indirectly, for Equity Shares)
whether preferential or otherwise, or if we enter into acquisitions or joint ventures, we may,
subject to necessary approvals, consider raising additional capital to fund such activity or use
Equity Shares as currency for acquisition or participation in such joint ventures.

19. We have not issued any Equity Shares out of revaluation reserves or for consideration other than
cash.

20. There will be only one denomination of the Equity Shares of the Company unless otherwise
permitted by law and the Company shall comply with such disclosure and accounting norms as
may be specified by SEBI from time to time.

21. Equity Shares being issued in this Issue will be fully paid up at the time of Allotment.

22. The Company, Directors, Promoters or Promoter Group shall not make any payments, direct or
indirect, discounts, commissions, allowances or otherwise under this Issue, except as disclosed in
this Draft Red Herring Prospectus.

23. The Equity Shares held by the Promoters are not subject to any pledge.

24. We propose to make an application to FIPB, for allowing eligible non-resident investors, i.e. FIIs,
NRIs, FVCIs registered with SEBI, multilateral and bilateral development financial institutions
and other eligible foreign investors to participate in this Issue subject to any conditions that may
be prescribed by the FIPB in this regard.

25. We have 45 members as of the date of this Draft Red Herring Prospectus.

27
 OBJECTS OF THE ISSUE

The objects of the Issue are the following:

a. To create, build, invest in or acquire, and operate Business Ventures;

b. For general corporate purposes; and
c. To meet the issue expenses and achieve the benefits of listing on the Stock Exchanges.

Gross proceeds of the Issue would be [●]. The net proceeds of the Issue, after deducting the Issue related
expenses, are estimated to be [●] (the “Net Proceeds”).

The intended use of the proceeds of the Issue is summarized in the table below.

Requirement of Funds Rs. In lacs

To create, build, invest in or acquire, and operate Business Ventures [●]
General corporate purposes* [●]
Estimated Issue expenses (1) [●]
TOTAL [●]
* General corporate purposes shall not exceed 20% of the Net Proceeds
(1)
Will be incorporated after finalization of the Issue Price

The means of finance of the aforesaid objects of the Issue are as under.

Sources of Funds Rs. in lacs

Gross proceeds of the Issue(1) [•]
TOTAL [••]
(1) Will be incorporated after finalization of the Issue Price

The main objects clause and the objects incidental or ancillary to the main objects clause of our
Memorandum of Association enable us to undertake our existing activities and the activities for which the
funds are being raised by us in the Issue.

The fund requirement detailed above has not been appraised by any bank, financial institution or other
independent agency and is based on management estimates. The intended use of proceeds as described
above is based on our current plans as envisaged by the management. In view of the dynamic and
competitive environment of the industry in which we operate and depending on the availability of suitable
investment opportunities, costs and market conditions, the above plans may be revised at the discretion of
management.

Details of the Use of Proceeds

Create, build, invest in or acquire, and operate Business Ventures

In accordance with our business objectives and strategy described in this Draft Red Herring Prospectus, we
seek to create, build, invest in or acquire, and operate innovative and emerging businesses in India’s rapidly
growing “consumption-led” sectors, which we define as sectors whose growth and development will be
determined primarily by the growing purchasing power of Indian consumers and their changing tastes,
lifestyle and spending habits. In addition to allocating and providing capital, we intend to create,
operationally manage and/or strategically mentor these businesses, which we refer to as our “Business
Ventures”. We intend to exercise operational control or influence in the business ventures that we promote
or in which we acquire interests. We seek to pursue opportunities at various stages of the enterprise growth
cycle, from nascent to more mature businesses, with a view towards medium- to long-term value creation
for our shareholders. We may also consider short-term business opportunities wherever appropriate.

28
Further, we also intend to focus opportunities in sectors and industries where the prevalent regulatory
regime provides a preferred or exclusive access to Indian businesses and entrepreneurs.

The management expects to deploy the Net Proceeds into short term opportunities immediately upon
completion of the Issue and would gradually deploy proceeds into Business Ventures.

We have entered into a Consulting and Advisory Services Agreement (“Agreement”) with Future Capital
Holdings Limited (“FCH”), our Consultant. Under the Agreement, the Consultant will provide analytical,
financial advisory and research services. The Consultant’s responsibilities include sourcing, evaluating and
valuing business opportunities; providing recommendations in relation to treasury assets; conducting due
diligence in relation to business opportunities; providing assistance in negotiating and executing documents
in relation to business opportunities; mentoring and monitoring our Business Ventures and recommending
value creation opportunities in respect of our Business Ventures. For further details, please see ‘Business -
Consulting and Advisory Services Agreement’ on page [●] of the Draft Red Herring Prospectus.

The cost of our participation in Business Ventures and other assets would also include costs for advisors,
consultants, auditors, legal counsel, brokerage, custody and other costs attributable to such opportunities.

We intend to make the payment of service fee to the Consultant through the proceeds of the Issue. For
details on such fees, please refer to ‘Business – Fees of the Consultant’ on page [●] of the Draft Red
Herring Prospectus and ‘Business - Consulting and Advisory Services Agreement’ on page [●] of the Draft
Red Herring Prospectus.

Please also refer to ‘Business – Overview’, ‘Business - Strategy and Business Philosophy’ and ‘Business –
Business Sourcing Process’ on page [●], [●] and [●] of the Draft Red Herring Prospectus, respectively, for
more details.

Estimated Issue Expenses

The expenses of the Issue include, among others, underwriting and management fees, printing and
distribution expenses, legal fees, advertisement expenses and listing fees. The estimated Issue expenses are
as follows (1):

Expenses Expense break-up

Rs. in lacs % of total Issue % of total Issue
expenses size
Lead management fees and [●] [●] [●]
underwriting commissions
Advertising and marketing expenses [●] [●] [●]
Printing and stationery [●] [●] [●]
Others (Registrar’s fee, Monitoring [●] [●] [●]
Agency’s fees, IPO grading agency
fees, legal fee, listing fee, insurance,
etc.)
Total estimated Issue expenses [●] 100 [●]
(1) Will be incorporated after finalization of the Issue Price

Monitoring of utilization of funds

The Company has appointed [●] as the Monitoring Agency for the Issue, in terms of clause 8.17 of the
SEBI Guidelines. The Monitoring Agency along with our Board will monitor the utilisation of the proceeds
of the Issue.

Our Board shall monitor the utilization of the Net Proceeds of the Issue. We will disclose the details of the

29
utilization of the Net Proceeds, including interim use, under a separate head in our financial statements
specifying the purpose for which such proceeds have been utilized or otherwise disclosed as per the
disclosure requirements of our listing agreements with the Stock Exchanges, and in particular clauses 43A
and 49 of the listing agreement.

In compliance with the SEBI Guidelines, until the proceeds of the Issue have been entirely utilized, the
monitoring agency shall file a monitoring report with our Company on a half yearly basis, which report
together with the management’s comments thereon shall be placed by our Company before the Audit
Committee. The Company shall disclose to the Audit Committee, the uses and application of funds under
the heads as specified above, on a quarterly basis as a part of the quarterly declaration of financial results.
Further, on an annual basis, the Company shall prepare a statement of funds utilized for purposes other than
those stated above, if any, and place it before the Audit Committee. Such disclosure shall be made only
until such time that the full money raised through the Issue has not been fully spent. This statement shall be
certified by the statutory auditors of the Company. The Audit Committee shall make appropriate
recommendations to the Board to take up steps in this matter.

Appraisal Report

None of the activities for which the Net Proceeds will be utilised have been financially appraised and the
estimates mentioned above are based on internal estimates of the Company.

Working Capital Requirement

The Net Proceeds will not be used to meet our working capital requirements as we expect to have internal
accruals and/or incur debt and/or draw down from lines of credit to meet our existing working capital
requirements.

Shortfall in Issue Proceeds

In the event of any shortfall, the quantum of funds to be deployed in Business Ventures by the company
would be reduced accordingly.

Interim Use of Proceeds

Our management, in accordance with the policies established by the Board, will have flexibility in
deploying the proceeds received from the Issue. Pending utilization of the proceeds of the Issue for the
purposes described above, we intend to temporarily invest the funds in quality interest bearing liquid
instruments including deposits with banks and other debt securities. Such investments would be in
accordance with the business and investment policies approved by our Board of Directors or the Executive
Committee from time to time.
Except as disclosed in the Draft Red Herring Prospectus, including with respect to the payment of service
fee to the Consultant, which is also one of our Promoters, no part of the Net Proceeds is intended to be paid
by the Company as consideration to the Promoters, the Directors, the Company’s key managerial personnel
or companies promoted by the Promoters except in the ordinary course of business.

30
 BASIS FOR ISSUE PRICE

The Price Band for the Issue shall be decided prior to the filing of the Red Herring Prospectus with the
RoC. The Issue Price will be determined by the Company in consultation with the BRLMs and the
CBRLMs on the basis of the assessment of market demand for the offered Equity Shares by the book
building process. The face value of the Equity Shares of the Company is Rs. 10 each and the Issue Price is
[●] times of the face value.

Qualitative Factors

Access to the wide range of capabilities of the Future Group

The Future Group has successfully demonstrated the ability to identify, incubate and grow various
consumption-led businesses in India and we expect to derive benefits from our strategic relationship with it
through our Promoter, PRIL. We expect to benefit from the deep understanding of the Indian consumption-
led businesses and access to the industry contacts and network of the Future Group.

Expertise of the Consultant

We believe that we will benefit from the skills, analytical abilities and the financial expertise of FCH,
which will help us in identifying suitable Business Ventures as well as monitoring and managing them,
thereby creating value as well as managing risk. Our Consultant has proven expertise in advising across
asset classes and we expect to get significant benefits from this.

Access to assets with growth prospects through a liquid investment opportunity

We believe that there are a number of business opportunities in India that for a variety of reasons offer the
potential for long-term growth, particularly in the consumption-led industries. This potential is accentuated
by the fact that foreign investment in certain of these industries, as well as in sectors such as retail and
media, is currently restricted but over time may be relaxed, resulting in greater demand for businesses in
these sectors. We will look to explore opportunities across such industries, sectors and businesses and will
seek to offer our shareholders access to the potential growth prospects presented by these business
opportunities.

Alignment of interests

Our business model seeks to align the interest of all our stakeholders for long term value creation. We have
entered into a Consulting and Advisory Services Agreement, under which fees payable to the Consultant
will be linked in part to our Adjusted Net Worth and Profit Before Tax (Please see ‘Business - Consulting
and Advisory Services Agreement’ on page [●]of the Draft Red Herring Prospectus). We also believe that
the Future Group’s stake in us is an incentive for PRIL and other Future Group entities to help us mentor
our Business Ventures. We also have implemented conflict resolution procedures that we believe further
serve to align our interest and those of our shareholders with the interests of the Future Group.

For further details please refer to the section titled ‘Business’ on page [●] of this Draft Red Herring
Prospectus.

Quantitative Factors

The Company was incorporated on July 10, 1996, with the primary business of providing loans. Following
its acquisition in July 2007 by Pantaloon Future Ventures Limited, a subsidiary of PRIL, the Company
intends to function differently and seeks to create, build or acquire and operate innovative and emerging
businesses in India’s rapidly growing “consumption-led” sectors. The operating results presented in the
financial statements included in this Draft Red Herring Prospectus relate to our previous business which
was very different in scope and scale from our proposed business.

31
Information presented in this section is derived from our restated unconsolidated financial statements
prepared in accordance with Indian GAAP.

1. Earning Per Share (EPS)

Particulars Earning Per Share (Face Value Rs. 10 per share)

Rupees Weight
Year ended March 31, 2005 0.77 1
Year ended March 31, 2006 0.32 2
Year ended March 31, 2007 0.52 3
Weighted Average 0.49

i. The EPS for the six months period ended September 30, 2007 was Rs. 0.31 (Not Annualised)
ii. EPS is the basic & diluted earnings per share calculated using the following formula:
(Net profit as restated, attributable to shareholders) / (Weighted average number of Equity Shares
outstanding during the year/period)

2. Price/Earning (P/E) ratio in relation to Issue Price of Rs. [●]

a. Based on the financial statements for years ended March 31, 2005, 2006 and 2007, the weighted
average EPS is Rs. 0.28
b. P/E based on profits after taxes, as restated, for the year ended March 31, 2007 is Rs. [●].
c. There are no listed companies with similar business in India hence, there is no industry P/E.

3. Return on Average Net Worth as per restated Indian GAAP financials:

Particulars RONW % Weight

Year ended March 31, 2005 5.34 1
Year ended March 31, 2006 2.18 2
Year ended March 31, 2007 3.45 3
Weighted Average 3.34

i. The RONW for the six months period ended September 30, 2007 was 2% (Not annualised)

ii. The RONW is calculated using the following formula: (Net profit after tax, as restated) / (net
worth as at the end of the year). Where, net worth means equity share capital + free reserves

4. Minimum RONW required for maintaining pre-issue EPS is [●] %.

5. Net Asset Value per Equity Share

(i) Net Asset Value per Equity Share for the Year ended March 31, 2007 and for the six months
ended September 30, 2007 is Rs. 15.20 and Rs. 15.51, respectively.
(ii) After the Issue: [●]
(iii) Issue Price: Rs. [●]

Issue Price per Equity Share will be determined on conclusion of book building process.

6. Comparison of Accounting Ratios

There are no comparable listed companies with the same business as that of our Company and hence
this comparison is not possible.

7. The Issue Price of Rs. [●] has been determined by our Company in consultation with the BRLMs and
the CBRLMs on the basis of the demand from investors for the Equity Shares through the Book

32
Building Process. Prospective investors should also review the entire Draft Red Herring Prospectus,
including, in particular the sections titled “Risk Factors”, “Business” and “Financial Statements”
beginning on pages [●], [●] and [●] of this Draft Red Herring Prospectus respectively, to have a more
informed view.

33
 STATEMENT OF TAX BENEFITS

The current position of tax benefits available to the company and to its shareholders is provided for general
information purposes only. In view of the individual nature of tax benefits, each investor is advised to
consult its own tax consultant with respect to the specific tax implications arising out of its participation in
the issue.

Unless otherwise specified, sections referred to below are sections of the Income-tax Act, 1961 (“the Act”).
All the provisions set out below are subject to conditions specified in the respective sections.

SPECIAL TAX BENEFITS TO THE COMPANY

Nil

GENERAL TAX BENEFITS TO THE COMPANY

I 1. In accordance with section 10(34), dividend income (referred to in Section 115-O)

declared, distributed or paid will be exempt from tax.

2. The amount of tax paid under Section 115JB by the company for any assessment year beginning
on or after 1st April 2006 will be available as credit for seven years succeeding the Assessment
Year in which MAT credit becomes allowable in accordance with the provisions of Section
115JAA.

3. In case of loss under the head “Profit and Gains from Business or Profession”, it can be set-off
with other income and the excess loss after set-off can be carried forward for set-off with the
income of the next eight Assessment Years.

4. The unabsorbed depreciation, if any, can be adjusted against any other income and can be
carried forward for set-off with the income of future years.

Long term capital gains

5. If the company invests in the equity shares of another company, as per the provisions of Section
10(38), any income arising from the transfer of a long term capital asset being an equity share in
a company is not includible in the total income, if the transaction is chargeable to securities
transaction tax.

6. In accordance with section 112, the tax on capital gains on transfer of listed shares, where the
transaction is not chargeable to securities transaction tax, held as long term capital assets will be
the lower of:

(a) 20 per cent (plus applicable surcharge and additional surcharge called as ‘Education
Cess’) of the capital gains as computed after indexation of the cost. or

(b) 10 per cent (plus applicable surcharge and additional surcharge called as ‘Education
Cess’) of the capital gains as computed without indexation.

7. In accordance with section 54EC, long-term capital gains arising on transfer of the shares of the
Company on which securities transaction tax is not payable, shall be exempt from tax, if the
gains are invested within six months from the date of transfer in the purchase of a long-term
specified asset. The long-term specified asset notified for the purpose of investment is Rural
Electrification Corporation Ltd. (REC) and National Highways Authority of India (NHAI).
Notification issued by Government of India specifies that no such bonds will be issued to a
person exceeding Rs.50 lakhs.

34
 If only a part of the capital gain is so invested, the exemption would be limited to the amount of
the capital gain so invested.

If the specified asset is transferred or converted into money at any time within a period of three
years from the date of acquisition, the amount of capital gains on which tax was not charged
earlier shall be deemed to be income chargeable under the head “Capital Gains” of the year in
which the specified asset is transferred.

Short term capital gain

8. In accordance with Section 111A capital gains arising from the transfer of a short term asset
being an equity share in a company and such transaction is chargeable to securities transaction
tax, the tax payable on the total income shall be the aggregate of (i) the amount of income-tax
calculated on such short term capital gains at the rate of 10 per cent (plus applicable surcharge
and additional surcharge called as ‘Education Cess’) and (ii) the amount of income-tax payable
on the balance amount of the total income as if such balance amount were the total income.
Short term capital gains on sale of equity shares, where the transaction of sale is not chargeable
to securities transaction tax shall be subject to tax at the rate of 30% (plus applicable surcharge
and education cess).

9. Income received in respect of the units of mutual fund specified under clause 10(23D) or
income received in respect of units from administrator of the specified undertakings or income
received in respect of units from the specified company is exempt from tax in the hand of the
company, under section 10(35) of the IT Act.

II. Section 115-O

Tax on distributed profits of domestic companies.

Increase in rate to 15%, the surcharge on Income tax remains at 10%, increase in education
cess to 3%.
III Fringe Benefit Tax

The company will be liable to Fringe Benefit Tax in accordance with Chapter XII H of the
Income Tax Act.

SPECIAL TAX BENEFITS TO THE SHAREHOLDERS OF THE COMPANY

Nil

GENERAL TAX BENEFITS TO THE SHAREHOLDERS OF THE COMPANY

(I) Under the Income-tax Act

Residents

1. In accordance with section 10(34), dividend income declared, distributed or paid by the
Company (referred to in section 115-O) will be exempt from tax.

2. Shares of the company held as capital asset for a period of more than twelve months
preceding the date of transfer will be treated as a long term capital asset.

3. In accordance with section 10(38), any income arising from the transfer of a long term
capital asset being an equity share in a company is not includible in the total income, if
the transaction is chargeable to securities transaction tax.

35
 4. As per the provision of Section 71, if there is a loss under the head “Capital Gains”, it
cannot be set-off with the income under any other head. Section 74 provides that the short
term capital loss can be set-off against any long term capital gain. But Long term capital
loss cannot be set-off against short term capital gain.

5. In accordance with section 112, the tax on capital gains on transfer of listed shares, where
the transaction is not chargeable to securities transaction tax, held as long term capital
assets will be the lower of:

(a) 20 per cent (plus applicable surcharge and additional surcharge called as ‘Education
Cess’) of the capital gains as computed after indexation of the cost. or

(b) 10 per cent (plus applicable surcharge and additional surcharge called as ‘Education
Cess’) of the capital gains as computed without indexation.

6. In accordance with Section 111A capital gains arising from the transfer of a short term
asset being an equity share in a company and such transaction is chargeable to securities
transaction tax, the tax payable on the total income shall be the aggregate of (i) the
amount of income-tax calculated on such short term capital gains at the rate of 10 per
cent (plus applicable surcharge and additional surcharge called as ‘Education Cess’) and
(ii) the amount of income-tax payable on the balance amount of the total income as if
such balance amount were the total income. Short term capital gains on sale of equity
shares, where the transaction of sale is not chargeable to securities transaction tax shall be
subject to tax at the rate of 30% (plus applicable surcharge and education cess) to each
shareholder.

7. In accordance with section 54EC, long-term capital gains arising on transfer of the shares of the
Company on which securities transaction tax is not payable, shall be exempt from tax, if the gains
are invested within six months from the date of transfer in the purchase of a long-term specified
asset. The long-term specified asset notified for the purpose of investment is Rural Electrification
Corporation Ltd. (REC) and National Highways Authority of India (NHAI). Notification issued by
Government of India specifies that no such bonds will be issued to a person exceeding Rs.50
lakhs.

If only a part of the capital gain is so invested, the exemption would be limited to the amount of the
capital gain so invested.

If the specified asset is transferred or converted into money at any time within a period of three years
from the date of acquisition, the amount of capital gains on which tax was not charged earlier shall be
deemed to be income chargeable under the head “Capital Gains” of the year in which the specified
asset is transferred.

8. In accordance with section 54F, long-term capital gains arising on the transfer of the shares of
the Company held by an individual or Hindu Undivided Family on which securities
transaction tax is not payable, shall be exempt from capital gains tax, if the net consideration
is utilised, within a period of one year before, or two years after the date of transfer, in the
purchase of a new residential house, or for construction of a residential house within three
years. Such benefit will not be available if the individual or Hindu Undivided Family-

- owns more than one residential house, other than the new residential house, on
the date of transfer of the shares; or

36
 - purchases another residential house within a period of one year after the date
of transfer of the shares; or

- constructs another residential house within a period of three years after the
date of transfer of the shares;
and
- the income from such residential house, other than the one residential house
owned on the date of transfer of the original asset, is chargeable under the
head “Income from house property”.

If only a part of the net consideration is so invested, so much of the capital gains as bears to the whole
of the capital gain the same proportion as the cost of the new residential house bears to the net
consideration shall be exempt.

If the new residential house is transferred within a period of three years from the date of purchase or
construction, the amount of capital gains on which tax was not charged earlier, shall be deemed to be
income chargeable under the head “Capital Gains” of the year in which the residential house is
transferred.
Tax Rates for the Assessment Year 2008 - 09:

1. Individuals, HUFs, BOI and Association of Persons:

(i) The Income tax exemption limit has been raised from
Rs. 1, 00,000/- to Rs 1, 10,000/-

(ii) Women residents of India and below the age of 65 years:

The Income tax exemption limit has been raised from

Rs.1, 35,000/-to Rs 1, 45,000/-

Surcharge at 10% will be payable only in respect of total income exceeding Rs.10,
00,000/-

Education cess is increased to 3%

2. Senior Citizens

Individual residents of India and above the age of 65 years:

The Income tax exemption limit has been raised from

Rs.1, 85,000/- to Rs 1, 95,000/-

Surcharge at 10% will be payable only in respect of total

income exceeding Rs.10,00,000/-

Education cess is increased to 3%

B) 1. Non-Residents

1. In accordance with section 10(34), dividend income declared, distributed or paid by the
company (referred to in section 115-O) will be exempt from tax.

2. In accordance with section 10(38), any income arising from the transfer of a long term capital
asset being an equity share in a company is not includible in the total income, if the
transaction is chargeable to securities transaction tax.

3. In accordance with section 48, capital gains arising out of transfer of capital assets being
shares in the company, and such transaction is not chargeable to securities transaction tax,

37
 shall be computed by converting the cost of acquisition, expenditure in connection with such
transfer and the full value of the consideration received or accruing as a result of the transfer
into the same foreign currency as was initially utilised in the purchase of the shares and the
capital gains computed in such foreign currency shall be reconverted into Indian currency,
such that the aforesaid manner of computation of capital gains shall be applicable in respect of
capital gains accruing/arising from every reinvestment thereafter and sale of shares or
debentures of an Indian company including the Company.

4. As per the provisions of Section 90 of the Income Tax Act, 1961, the provisions of Income
Tax Act would prevail over the provisions of the Tax Treaty to the extent they are more
beneficial.

5. In accordance with section 112, the tax on capital gains on transfer of listed shares, where the
transaction is not chargeable to securities transaction tax, held as long term capital assets will
be at the rate of 20% (plus applicable surcharge and additional surcharge called as ‘Education
Cess’).
A non-resident will not be eligible for adopting the indexed cost of acquisition and the
indexed cost of improvement for the purpose of computation of long-term capital gain on sale
of shares.

6. In accordance with Section 111A capital gains arising from the transfer of a short term asset
being an equity share in a company and such transaction is chargeable to securities transaction
tax, the tax payable on the total income shall be the aggregate of (i) the amount of income-tax
calculated on such short term capital gains at the rate of 10 per cent (plus applicable
surcharge and additional surcharge called as ‘Education Cess’) and (ii) the amount of
income-tax payable on the balance amount of the total income as if such balance amount were
the total income. Short term capital gains on sale of equity shares, where the transaction of
sale is not chargeable to securities transaction tax shall be subject to tax at the rates applicable
(plus applicable surcharge and education cess) to each shareholder.

7. In accordance with section 54EC, long-term capital gains arising on transfer of the shares of
the Company and on which securities transaction tax is not payable, the tax payable on the
capital gains shall be exempt from tax if the gains are invested within six months from the
date of transfer in the purchase of a long-term specified asset. The long-term specified asset
notified for the purpose of investment is Rural Electrification Corporation Ltd. (REC) and
National Highways Authority of India (NHAI). Notification issued by Government of India
specifies that no such bonds will be issued to a person exceeding Rs. 50 lakhs.

If only a part of the capital gain is so invested, the exemption would be limited to the amount
of the capital gain so invested.

If the specified asset is transferred or converted into money at any time within a period of
three years from the date of acquisition, the amount of capital gains on which tax was not
charged earlier shall be deemed to be income chargeable under the head “Capital Gains” of
the year in which the specified asset is transferred.
8. In accordance with section 54F, long-term capital gains arising on the transfer of the shares of
the Company held by an individual or Hindu Undivided Family, and on which securities
transaction tax is not payable, shall be exempt from capital gains tax if the net consideration is
utilised, within a period of one year before, or two years after the date of transfer, in the
purchase of a new residential house, or for construction of a residential house within three
years. Such benefit will not be available if the individual or Hindu Undivided Family-

a. owns more than one residential house, other than the new residential house, on the
date of transfer of the shares; or
b. purchases another residential house within a period of one year after the date of
transfer of the shares; or

38
 c. constructs another residential house with in a period of three years after the date of
transfer of the shares; and
d. the income from such residential house, other than the one residential house owned
on the date of transfer of the original asset, is chargeable under the head “Income
from house property”.

If only a part of the net consideration is so invested, so much of the capital gains as bears to the whole
of the capital gain the same proportion as the cost of the new residential house bears to the net
consideration shall be exempt.
If the new residential house is transferred within a period of three years from the date of purchase or
construction, the amount of capital gains on which tax was not charged earlier, shall be deemed to be
income chargeable under the head “Capital Gains” of the year in which the residential house is
transferred.
B. 2 Non-Resident Indians

Further, a Non-Resident Indian has the option to be governed by the provisions of Chapter XII-A
of the Income-tax Act, which reads as under:

1. In accordance with section 115E, income from investment or income from long-term capital
gains on transfer of assets other than specified asset shall be taxable at the rate of 20% (plus
applicable surcharge and additional surcharge called “Education Cess”). In case of income by
way of long term capital gains in respect of a specified asset, shall be chargeable at 10% plus
applicable surcharge and additional surcharge called “Education Cess”).

2. In accordance with section 115F, subject to the conditions and to the extent specified therein,
long-term capital gains arising from transfer of shares of the company acquired out of
convertible foreign exchange, and on which securities transaction tax is not payable, shall be
exempt from capital gains tax, if the net consideration is invested within six months of the date
of transfer in any specified asset.

3. In accordance with section 115G, it is not necessary for a Non-Resident Indian to file a return
of income under section 139(1), if his total income consists only of investment income earned
on shares of the company acquired out of convertible foreign exchange or income by way of
long-term capital gains earned on transfer of shares of the company acquired out of convertible
foreign exchange, and the tax has been deducted at source from such income under the
provisions of Chapter XVII-B of the Income-tax Act.

4. In accordance with section 115-I, where a Non-Resident Indian opts not to be governed by the
provisions of Chapter XII-A for any assessment year, his total income for that assessment year
(including income arising from investment in the company) will be computed and tax will be
charged according to the other provisions of the Income-tax Act.

5. As per the provisions of Section 90, the NRI shareholder has an option to be governed by the
provisions of the tax treaty, if they are more beneficial than the domestic law wherever India
has entered into Double Taxation Avoidance Agreement (DTAA) with the relevant country for
avoidance of double taxation of income.

6. In accordance with section 10(38), any income arising from the transfer of a long term capital
asset being an equity share in a company is not includible in the total income, if the transaction
is chargeable to securities transaction tax.

7. In accordance with section 10(34), dividend income declared, distributed or paid by the
Company (referred to in section 115-O) will be exempt from tax.

39
 8. In accordance with section 112, the tax on capital gains on transfer of listed shares, where the
transaction is not chargeable to securities transaction tax, held as long term capital assets will
be the lower of:

(a) 20 per cent (plus applicable surcharge and additional surcharge called as ‘Education
Cess’) of the capital gains as computed after indexation of the cost. or

(b) 10 per cent (plus applicable surcharge and additional surcharge called as ‘Education
Cess’) of the capital gains as computed without indexation.

9. In accordance with Section 111A capital gains arising from the transfer of a short term asset
being an equity share in a company and such transaction is chargeable to securities transaction
tax, the tax payable on the total income shall be the aggregate of (i) the amount of income-tax
calculated on such short term capital gains at the rate of 10 per cent (plus applicable surcharge
and additional surcharge called as ‘Education Cess’) and (ii) the amount of income-tax
payable on the balance amount of the total income as if such balance amount were the total
income. Short term capital gains on sale of equity shares, where the transaction of sale is not
chargeable to securities transaction tax shall be subject to tax at the rates applicable (plus
applicable surcharge and education cess) to each shareholder.

10. In accordance with section 54F, long-term capital gains arising on the transfer of the shares of
the Company held by an individual or Hindu Undivided Family on which securities transaction
tax is not payable, shall be exempt from capital gains tax if the net consideration is utilised,
within a period of one year before, or two years after the date of transfer, in the purchase of a
new residential house, or for construction of a residential house within three years. Such
benefit will not be available if the individual or Hindu Undivided Family-

- owns more than one residential house, other than the new residential house, on
the date of transfer of the shares; or

- purchases another residential house within a period of one year after the date
of transfer of the shares; or

- constructs another residential house within a period of three years after the
date of transfer of the shares;
and
- the income from such residential house, other than the one residential house
owned on the date of transfer of the original asset, is chargeable under the
head “Income from house property”.

If only a part of the net consideration is so invested, so much of the capital gains as bears to the whole
of the capital gain the same proportion as the cost of the new residential house bears to the net
consideration shall be exempt.
If the new residential house is transferred within a period of three years from the date of purchase or
construction, the amount of capital gains on which tax was not charged earlier, shall be deemed to be
income chargeable under the head “Capital Gains” of the year in which the residential house is
transferred.
C) Foreign Institutional Investors (FIIs)

1. In accordance with section 10(34), dividend income declared, distributed or paid by the
Company (referred to in section 115-O) will be exempt from tax in the hands of Foreign
Institutional Investors (FIIs).

2. In accordance with section 115AD, FIIs will be taxed at 10% (plus applicable surcharge and
additional surcharge called as ‘Education Cess’) on long-term capital gains, if securities

40
 transaction tax is not payable on the transfer of the shares, and at 10% (plus applicable
surcharge and additional surcharge called as ‘Education Cess’) on short-term capital gains
arising on the sale of the shares of the Company which is subject to securities transaction tax.

3. As per the provision of Section 90 of the Income Tax Act, 1961, the provision of Income Tax
Act would prevail over the provisions of the tax treaty to the extent they are more beneficial
to the Non-Resident.

4. In accordance with section 10(38), any income arising from the transfer of a long term capital
asset being an equity share in a company is not includible in the total income, if the
transaction is chargeable to securities transaction tax.

5. Under section 196D (2) of the Act, no deduction of tax at source will be made in respect of
income by way of capital gain arising from the transfer of securities referred to in section
115AD.

6. In accordance with section 54EC, long-term capital gains arising on transfer of the shares of
the Company on which securities transaction tax is not payable, shall be exempt from tax if
the gains are invested within six months from the date of transfer in the purchase of a long-
term specified asset. The long-term specified asset notified for the purpose of investment is
Rural Electrification Corporation Ltd. (REC) and National Highways Authority of India
(NHAI). Notification issued by Government of India specifies that no such bonds will be
issued to a person exceeding Rs.50 lakhs.

If only a part of the capital gain is so invested, the exemption would be limited to the amount of the
capital gain so invested.

If the specified asset is transferred or converted into money at any time within a period of three years
from the date of acquisition, the amount of capital gains on which tax was not charged earlier shall be
deemed to be income chargeable under the head “Capital Gains” of the year in which the specified
asset is transferred.

D) Persons carrying on business or profession in shares and securities.

In accordance with Section 88E, where the total income includes income chargeable under the
head “profits and gains of business or profession” arising from taxable securities transactions,
an amount equal to the securities transaction tax paid will be available as deduction from the
amount of income-tax on such income arising from such transactions subject to the other
applicable conditions.

E) Mutual Funds

In accordance with section 10(23D), any income of:

(i) a Mutual Fund registered under the Securities and Exchange Board of India Act
1992 or regulations made there under;

(ii) such other Mutual Fund set up by a public sector bank or a public financial
institution or authorised by the Reserve Bank of India subject to such conditions as
the Central Government may, by notification in the Official Gazette, specify in this
behalf,

- will be exempt from income-tax.

(II) Under the Wealth Tax and Gift Tax Acts

41
1) ‘Asset’ as defined under Section 2(ea) of the Wealth-tax Act, 1957 does not include shares in
companies and hence, these are not liable to wealth-tax.

2) Gift tax is not leviable in respect of any gifts made on or after October 1, 1998. Therefore, any
gift of shares will not attract gift-tax.

We hereby give our consent to include our above referred opinion regarding the tax benefits available
to the Company and to its share holders in the offer document which the Company intends to submit to
the Securities and Exchange Board of India, Mumbai.

Yours faithfully,

For Deloitte Haskins & Sells

(B.Mala)
Partner
Membership No. 19958

42
 BUSINESS
Overview

We are a part of the Future Group and, in keeping with its vision, we seek to create, build, acquire, invest in
and operate innovative and emerging businesses in India’s rapidly growing “consumption-led” sectors,
which we define as sectors whose growth and development will be determined primarily by the growing
purchasing power of Indian consumers and their changing tastes, lifestyle and spending habits

Our Company was incorporated on July 10, 1996, with the name Subhikshith Finance & Investments
Limited. Following its acquisition in July 2007 by Pantaloon Future Ventures Limited, a subsidiary of
PRIL, the Company changed its name to Future Ventures India Private Limited. We are now a public
limited company and are regulated by the RBI as a non-deposit taking Non-Banking Financial Company.

We intend to exercise operational control or influence in the business ventures that we promote or in which
we acquire interests. In addition to allocating and providing capital, we intend to create, operationally
manage and strategically mentor these businesses, which we refer to as our “Business Ventures”. We will
seek to enable our Business Ventures to conceptualize and implement their growth and development
strategies and to help them convert ideas and insights into viable business propositions. We intend to be a
long-term owner, operator and/or partner of our Business Ventures and will seek to create value as an active
shareholder by deploying the consumer insights, operating skills and capabilities available to us as a part of
the Future Group, particularly through our parent, Pantaloon Retail (India) Limited (“PRIL”), as well as the
financial and analytical skills of Future Capital Holdings (“FCH” or the “Consultant”). We seek to pursue
opportunities at various stages of the enterprise growth cycle, from nascent to more mature businesses, with
a view towards medium to long-term value creation for our shareholders. We also intend to focus on
opportunities in sectors and industries where the prevalent Indian regulatory regime results in preferred or
exclusive access to these sectors and industries for Indian businesses and entrepreneurs.

We intend to provide our Business Ventures with access to a wide range of resources within the Future
Group. The Future Group is a business group, led by Mr. Kishore Biyani, focusing on consumption-led
businesses in India and is also one of India’s leading organized multi-format retailers. PRIL, the flagship
company of the Future Group, has incubated and brought to maturity several retail businesses and formats,
including FCH, Future Media, Future Brands, Future Logistics, Future Bazaar, Pantaloons, Central, Big
Bazaar, Food Bazaar and Home Town. PRIL, along with other arms of the Future Group, is expected to
provide mentoring capabilities to our Business Ventures both directly and through us to actively assist their
strategic growth and business development plans.

In particular, we expect that our Business Ventures will benefit from the expertise of FCH, which is the
financial arm of the Future Group and had, as at January 31, 2008, a team of over 400 professionals with
finance, operating and investment skills. We have entered into a Consulting and Advisory Services
Agreement with FCH under which it will source and analyze opportunities for us and provide us with
consulting and advisory services, as well as share their proprietary research. We expect that the capabilities
of the Consultant will help us create, develop and generate long term value from our Business Ventures.

As of the date of this Draft Red Herring Prospectus, we have acquired interests in three companies for total
consideration of Rs. 43.15 crores and are in the process of acquiring interests in two companies for total
consideration of Rs. 146.03 crores. Our existing Business Ventures include interests in Biba Apparels
Private Limited, a women’s apparel business, Sankalp Retail Value Stores Private Limited, the Indian
franchisee of Dollar Stores International and SSIPL Retail Private Limited, a retailer of sportswear and
footwear. Business Ventures under acquisition include interests in a distributor of mobile phones and a
footwear retailer. For details, see “Business Ventures” on page [●] of this Draft Red Herring Prospectus.

Organizational Structure
The following diagram presents key elements of our organizational structure upon completion of the Issue:

43
* FCH and PRIL do not hold any Equity Shares, however, they are our Promoters.

Strengths

Access to the wide range of capabilities of the Future Group

The Future Group has successfully demonstrated the ability to identify, incubate and grow various
consumption-led businesses in India like PRIL, FCH, Future Media, Future Brands, Future Logistics and
Future Bazaar, and we expect to derive benefits from our strategic relationship with it through our parent
company, PRIL. We also expect to have access to the expertise of the Future Group’s management team,
whose deep understanding of India’s consumption-led sectors we intend to utilize in evaluating and
monitoring our Business Ventures. In addition, we also believe that we will have access to the industry
contacts, the brand building and publicity skills and the network of PRIL, which we anticipate will aid us in
more effectively advising and managing our Business Ventures. The following are key attributes of the
Future Group, access to which, we believe, provide us with a competitive advantage:

Track record of incubating and growing businesses coupled with proven execution skills in creating one of
the largest organized multi-format retail networks in India: The Future Group has incubated, and within a
short period brought to maturity, various consumption-led business concepts such as Pantaloons, Central,
Big Bazaar, Food Bazaar and Home Town, which enjoy wide brand recognition and customer loyalty. A
key element of the Future Group’s growth has been its strategy of actively mentoring its projects and we
also expect to benefit from access to such mentoring capabilities. We also intend to leverage the execution
skills of the Future Group, including its operational and managerial skills, to facilitate the management and
growth of our Business Ventures, which we believe we already have done for certain of our existing
Business Ventures.

Deep understanding of the Indian retail sector and the evolving needs of the Indian consumer: As one of
India’s leading retail groups with over ten years of organized retail experience, the Future Group has

44
developed a deep understanding of the consumption-led sectors and businesses in India. The Future
Group’s presence across multiple retail formats presents us with opportunities to source ideas which could
be converted into successful businesses. We expect that access to these insights will enable us to effectively
evaluate opportunities in our target sectors and formulate appropriate growth strategies for our Business
Ventures.

Business sourcing opportunities: We believe that, because of its market presence, the Future Group and
more specifically our Consultant will have access to a range of business opportunities in consumption-led
sectors in India that we expect to be able to access. In addition, we also expect to have access to the
industry contacts and the network of PRIL to aid us in sourcing additional business opportunities. The
Future Group network has already helped us source opportunities with respect to certain of our Business
Ventures. We also have developed a strategy to minimize potential conflicts of interests with respect to
potential business opportunities between our Company and other entities within the Future Group. For
further details, see “Business Sourcing Processes” on page [●] of this Draft Red Herring Prospectus.

Expertise of the Consultant

FCH, our Consultant, employs a team of highly experienced professionals that will advise us in identifying
suitable business opportunities and to help us manage or exercise influence over our Business Ventures.
FCH, along with its subsidiaries, advises the managers of three offshore funds primarily investing in Indian
companies and other assets, and also manages a domestic real estate fund. In just over 24 months, FCH has
grown to more than 400 professionals with finance, operating and investment expertise. We believe that
FCH’s active involvement in helping us identify and manage the financial aspects of business opportunities
and mentor our Business Ventures provides us with the following competitive advantages:

Experienced management team and talent pool of finance, operating and investment professionals: FCH’s
business is supported by a talented and experienced pool of finance, operating and investment professionals
with a variety of backgrounds in investment banking, private equity, real estate, management consulting,
treasury management, corporate law and finance, acquired in reputable organizations such as AIG, Coca-
Cola, Colliers Jardine, Goldman Sachs, ICICI Ventures, Jones Lang LaSalle and KPMG. Sameer Sain, the
CEO and co-founder of FCH, was formerly a Managing Director at Goldman Sachs International, where he
accumulated a broad range of experience. We believe that FCH’s team has the ability to make well
informed qualitative judgments and to perform rigorous quantitative analysis, both of which are necessary
to achieve our strategic objectives. We also believe that our shareholders will benefit from the skills,
analytical abilities and financial expertise of FCH in generating value while simultaneously managing risk.
We also have the option of nominating professionals from FCH to the boards of our Business Ventures to
manage and monitor them in a more comprehensive manner.

Substantial and timely access to valuable research: FCH has a team dedicated to research and strategy.
Future Capital Research, the proprietary research arm of FCH, conducts and publishes economic research
on India, in particular, short- and medium-term macroeconomic trends and develops proprietary indices that
track consumer behavior trends. Our access to the research generated by Future Capital Research is
expected to give us insights into the relative value and anticipated future performance of potential business
opportunities.

Proven expertise in advising across asset classes: FCH acts as the advisor to the investment managers of
the US$425 million (approximately Rs. 1,671 crores) private equity fund, Indivision India Partners; the
US$ 350 million (approximately Rs. 1,370 crores) real estate fund, Horizon Realty Fund, LLC; and the
US$200 million (approximately Rs. 780 crores) hotel fund, Indus Hotel Ventures LLC. FCH also manages
the Rs. 350 crores (approximately US$89 million) Kshitij Venture Capital Fund, a domestic real estate fund
whose main focus is on developing retail malls in India. We believe that FCH has demonstrated potential in
advising managers of investment funds that span a range of asset classes, and that these abilities will assist
FCH in efficiently sourcing business opportunities for us and helping us manage and mentor our Business
Ventures.

Access to diverse growth businesses through a liquid investment opportunity

45
We believe that there are a number of business opportunities in India that for a variety of reasons offer the
potential for long-term growth. For example, due to rapidly rising income levels in India and the resultant
changes in consumption patterns, consumption-led industries are considered to have high growth potential.
This potential is accentuated by the fact that foreign investment in certain of these industries, as well as in
sectors such as retail and media is currently restricted and / or capped, but over time may be relaxed,
resulting in greater demand for businesses in these sectors. We will look to explore opportunities for Indian
capital across Indian industries, sectors and businesses and will seek to offer our shareholders access to the
potential growth prospects presented by these opportunities.

Alignment of interests

Our business model seeks to align the interests of all our stakeholders for long-term value creation. We
have entered into a Consulting and Advisory Services Agreement, under which fees payable to the
Consultant will be linked in part to our Adjusted Net Worth and Profit Before Tax (as defined in the
Consulting and Advisory Services Agreement), as further described below in “Consulting and Advisory
Services Agreement – Fees of the Consultant”, on page [●] of this Draft Red Herring Prospectus. We also
believe that the Future Group’s stake in us is an incentive for PRIL and other Future Group entities to help
us mentor and grow our Business Ventures. We also have implemented conflict resolution procedures that
we believe further serve to align our interests and those of our shareholders with the interests of the Future
Group.

Strategy and Business Philosophy

We aim to create, build, acquire, invest in and operate innovative and emerging businesses in India with a
focus on consumption-led sectors. We will seek to achieve this by managing and mentoring our Business
Ventures with the help of the resources of the Future Group, including FCH and PRIL. Our strategy is to
pursue medium to long-term business opportunities that enhance return on assets and return on equity. We
may also consider short-term business opportunities where appropriate; however, our principal business
focus will be on promoting, incubating, building and / or acquiring Business Ventures that we believe will
generate value for our shareholders in the long-term. The key elements of our business strategy and
business philosophy are as follows:

Actively operate and manage our Business Ventures

Given the expertise of PRIL and our Consultant, we will, wherever possible, aim to maximize returns
through the mentoring and active management of our Business Ventures. We intend to promote or hold a
significant stake in our Business Ventures, and to exert operational control or influence over them through,
among other methods, maintaining board or senior executive representation as well as placing persons in
management or advisory roles. We expect to influence business strategy and decision-making of our
Business Ventures through operational management and the exercise of customary shareholders’ rights
commensurate with the level and type of our participation in the business.

We will also pursue appropriate longer-term value creation strategies based on advice from our Consultant.
We may seek to achieve this by unlocking value in our Business Ventures through public market or private
sales after taking into account factors such as the stage of development of the relevant Business Venture
and general market conditions.

Focus on consumption-led sectors in India

We believe that we will be able to enhance our return on assets by focusing on consumption-led businesses
in India. We believe that our target sectors will benefit from the rapidly rising income levels in India and
the resultant changes in consumption patterns. Accordingly, we will focus on sourcing opportunities in
industries which are consumer driven, have high growth potential and/or are attractive to domestic
investors such as ourselves, due to restrictions on the use of foreign capital.

46
Our strategy is not to concentrate our businesses, but to consider opportunities across various sectors.
Examples of sectors that we intend to consider include entertainment, food and beverages, general and
specialist retailing, logistics, telecommunications, health and wellness, travel, media and apparel.

Diversify our businesses

Although our focus will be on consumption-led sectors, we may also diversify into other potential high
growth sectors. We intend to participate in emerging businesses, both through building new businesses
directly and partnering with other companies to develop or grow Business Ventures jointly. We also intend
to participate in more mature opportunities in companies which we believe have unrecognized growth
potential, or are undervalued or in which we believe we can identify hidden assets or recovery potential.
We believe that this approach will position us to perform well in a variety of market conditions and add
complementary assets to our business.

Our goal is to manage and mentor our Business Ventures with a view to achieving long-term growth,
although we may also consider short-term opportunities where we see prospects for attractive returns. In
determining the opportunities we will pursue, the Consultant and our Executive Committee will focus on
the optimal outcomes for our Business Ventures generally over a period of several years rather than on the
near-term impact on our revenue, profits or cash flow. It is our strategy to extract optimal capital growth in
our Business Ventures while managing risks, with a view to providing an acceptable return on assets. To
this end, we will seek opportunities that demonstrate clear growth prospects and talented and committed
management.

The Future Group

The Future Group is a leading Indian business group promoted by Kishore Biyani which focuses on
consumption-led businesses. Through PRIL, the Future Group has established one of India’s leading
organized multi-format retail networks and its activities are conducted through companies spanning six
areas:

Pantaloon Retail (India) Limited: The Future Group is a pioneer in establishing a nation-wide chain of
large format stores. PRIL began its operations with one store in Kolkata in 1997 and has since expanded to
reach approximately 400 stores in over 40 cities in India as of June 30, 2007 covering nearly 550 lacs
square feet of retail space. PRIL promoted several retail businesses, including Pantaloons, Central, Big
Bazaar and Food Bazaar. Pantaloons is an organized department store format which provides fashion and
other products and accessories. Central, which was launched in 2004, is a chain of malls offering multiple
shopping brands, restaurants and other amenities. Big Bazaar and Food Bazaar are hypermarket and
supermarket formats, respectively, which offer wide consumer product ranges. PRIL, through its subsidiary
Home Solutions Retail (India) Limited, recently has launched Home Town, a large scale retail format
providing solutions for home building, improvement and furnishings. PRIL has other retail formats
covering a broad range of products, including discounted branded fashion, electronics and home
appliances, furniture, books, music, stationery, mobile phones and other communication products. These
formats include E-Zone, Electronics Bazaar, Collection I, Furniture Bazaar, Brand Factory, MBazaar,
MPort, Gen M and Depot. PRIL has been a publicly listed company since 1992.

FCH: FCH is the financial services arm of the Future Group. FCH’s primary businesses comprise
investment advisory services, retail financial services and research. The equity shares of FCH were listed
on the BSE and the NSE on February 1, 2008.

Future Media: Future Media focuses on out-of-home advertising at the point of consumption through
access to retail space. It currently has exclusive access to all advertising spaces owned by PRIL, which it
manages, markets and sells. It also markets a magazine, “My World”, which covers the consumption-led
sector.

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Future Brands: Future Brands acquires and creates India-centric private consumer labels and endeavors to
convert them into well-known brands by building, nurturing and marketing them by leveraging the
distribution reach of PRIL.

Future Logistics: Future Logistics focuses on providing cost-effective and integrated, end-to-end logistics
solutions to businesses in the consumption-led sector.

Future Bazaar: Futurebazaar.com has been designed to address the growing online shopping market by
combining the Future Group’s retail capabilities with an internet-based technology platform.

The Future Group’s other businesses include Future Knowledge Services, which focuses on retail
outsourcing, and Pantaloon Food Products, which will provide back-end support to the retail foods
business.

The Consultant: FCH

FCH is the financial services arm of the Future Group and is promoted by PRIL, Kishore Biyani, and
Sameer Sain. FCH’s primary lines of business are investment advisory services, retail financial services and
proprietary research.

Investment advisory business

FCH’s investment advisory business seeks to offer investment expertise by drawing on the experience of its
personnel and leveraging the Future Group’s retail reach and domain knowledge of consumption-led
sectors. FCH has created a dedicated investment advisory team with investment professionals located
across four cities in India. FCH’s current investment advisory and management activities are as follows:

Private Equity: Indivision India Advisors Limited, a subsidiary of FCH, is the Indian investment advisor to
Indivision Capital Management, the offshore investment manager of the US$425 million (approximately
Rs. 1,671 crores) offshore private equity fund, Indivision India Partners. This private equity fund’s primary
focus is on investments in consumption-led sectors in India, although it also pursues opportunistic
investments in other sectors. The fund seeks to provide enhanced returns by combining growth capital with
business execution capabilities supported by the Future Group platform.

Real Estate: FCH is the investment manager of the Rs. 350 crores (approximately US$89 million) Kshitij
Fund and the advisor to the investment managers of the US$ 350 million (approximately Rs. 1,370 crores)
Horizon Realty Fund and the US$200 million (approximately Rs. 780 crores) Indus Hotel Fund. FCH seeks
to distinguish itself from other real estate investment advisors through its experience and understanding of
real estate investment. FCH focuses on real estate investments in the retail/mixed use sector, including
malls and “market cities”, which are integrated developments that include convention centers, hotels,
commercial offices, residential apartments and retail space. The Kshitij Fund, a SEBI-registered fund
managing investments from high net worth individuals, banks and other financial institutions, has fully
committed its capital to develop malls across India, predominantly in Tier II cities. The Horizon Fund
primarily develops market cities located within city limits. The Indus Fund focuses on the hospitality
sector, including hotel construction at various locations throughout India.

Retail financial services

FCH has the exclusive right to provide financial products and services at present and future malls, stores
and retail outlets in India that are owned, controlled or managed by PRIL and its subsidiaries. FCH
launched its retail financial services offering, Future Money, in June 2007 and currently offers its
customers products that it originates, including consumption loans and personal loans. FCH also expects in
the future to offer home equity loans and money transfer services and to distribute third party life and
general insurance and mutual fund products. FCH currently has 110 Future Money outlets located in 32
cities across India, the majority of which are located within the retail stores of PRIL and its subsidiaries.

48
Research

Future Capital Research, the proprietary research arm of FCH, conducts and publishes economic research
on India with the objective of enhancing value creation across FCH’s other businesses. Future Capital
Research, led by Ms. Roopa Purushothaman produces research on consumption-led sectors in India to help
FCH identify investments in its advisory businesses.

FCH’s team

FCH’s team comprises more than 400 finance, operating and investment professionals who have extensive
experience in investment and related businesses. The team at FCH includes professionals from a variety of
backgrounds in investment banking, private equity, real estate, management consulting, finance and
treasury operations, law and corporate finance from reputed organizations such as AIG, Coca-Cola,
Colliers Jardine, Goldman Sachs, Inox, ICICI Ventures, Jones Lang LaSalle, KPMG, McKinsey and
Vedanta.

Consulting and Advisory Services Agreement

We entered into a Consulting and Advisory Services Agreement with FCH on February 20, 2008. Under the
agreement, the Consultant’s responsibilities include sourcing, evaluating and valuing business
opportunities; providing analytical, financial advisory and research services and recommendations in
relation to treasury assets; conducting due diligence in relation to business opportunities; providing
assistance in negotiating and executing documents in relation to business opportunities; mentoring and
monitoring our Business Ventures and recommending value creation opportunities in respect of our
Business Ventures. These are described further below; for a summary description of the terms of the
Consulting and Advisory Services Agreement, see the section titled “History and Certain Corporate Matters
- Material Contracts” beginning on page [●] of this Draft Red Herring Prospectus.

• Sourcing of Business Opportunities

The Consultant will source opportunities through a variety of channels, including the Consultant’s
network of direct relationships with leading business groups, commercial and investment banks
and financial institutions. The Consultant will also take advantage of its relationship with the
Future Group, and PRIL in particular, to generate business opportunities in various consumption-
led industries. The Consultant is expected to take an active, hands-on approach to identifying
opportunities and negotiating transactions, using its well qualified investment advisory and risk
control teams.

• Screening and evaluation

Prior to recommending any opportunity, the Consultant will conduct a pre-screening of the
potential opportunity against our strategy and business philosophy and risk and return expectations.
A preliminary evaluation will be conducted of the macroeconomic environment, the sector and
industry outlook and the business plan of the potential opportunity. The Consultant will also
consider the degree to which a potential opportunity coincides with our strategy, including
potential return on equity, diversification and appetite for risk.

In deciding whether to recommend any opportunity, we expect that the Consultant will conduct
sensitivity analyses of various features of the transaction to assess projected returns. We expect that
the Consultant’s evaluation process will be focused on fundamental research regarding
opportunities to ensure that relationships between profit potential and risk are clearly understood.

We expect that the Consultant will conduct thorough reviews of various scenarios, including
growth potential, discounted cash flows, comparable company metrics, industry analysis, quality of
management and other value indicators. We anticipate that the Consultant will also analyze the
strategic fit of any potential opportunity with our objectives and business philosophy. Since we

49
 expect that many of our Business Ventures will not be in the form of liquid assets, we recognize the
need to act rapidly if potential issues arise so that we can take remedial action. Consequently, our
Consultant will perform periodic analyses of the performance of our Business Ventures and will
advise us on appropriate strategies with respect thereto.

• Mentoring and Monitoring our Business Ventures

A central part of our philosophy is to mentor our Business Ventures, directly and through PRIL. We
anticipate that the Consultant will work closely with our Business Ventures to monitor their
performance with a view to enhancing growth and optimize value over the long term. We intend
for the Consultant to work closely with these entities to develop operating budgets that support
research and development, capital spending and acquisitions that facilitate growth. We will work
with the Consultant to establish clear operational and monitoring guidelines. We expect that the
Consultant will require our Business Ventures to report their operating results on a regular basis.
We also expect that the Consultant will require our Business Ventures to prepare annual financial
forecasts and business plans.

• Value creation

Our business philosophy includes a range of options for value creation in our Business Ventures
which our Consultant will analyze on a regular basis, in light of their growth and progress. Our
objective will be to optimize value for our investors and we may consider unlocking value held in
our Business Ventures through public market or private sales in appropriate circumstances.
However, we do not intend to be governed by fixed timeframes or other short-term considerations
in respect of any such value creation efforts.

• Conflict resolution

Our relationship with the Future Group is essential to our business model, and we believe that it
will operate to benefit of shareholders of our Company. This relationship may also create conflicts
of interest with respect to potential opportunities between our Company and other entities within
the Future Group. See “Risk Factors -- Conflicts of interest may arise and our failure to deal with
them appropriately could damage our reputation and adversely affect our business.” on page [▪] of
this Draft Red Herring Prospectus.

We have developed a strategy to seek to minimize potential conflicts of interest. Our Consultant
will constitute an advisory committee (the “Advisory Committee”) consisting of its CEO and CFO
and at least two other persons, who will be responsible for screening potential opportunities for
conflicts of interest. If any conflict arises with respect to a business opportunity, the Advisory
Committee will consult with the relevant Future Group entity and our Company and may rely on
third-party advisors to assist it in resolving such conflict.

In respect of opportunities of strategic importance where operational control is intended, a right of

first offer will be granted to the Future Group entity operating in the specific industry or sector in
which those opportunities have arisen. For a description of the agreements containing these right
of first offer and conflict resolution arrangements, see the section titled “[●]” beginning on page
[●] of this Draft Red Herring Prospectus.

• Fees of the Consultant

The Consultant is entitled to a service fee (calculated by reference to our Adjusted Net Worth) and
an incentive fee if it meets certain performance criteria. The service fee is payable in advance and
the incentive fee, if any, is payable annually in arrears. The Consultant’s right to receive the service
fee commences from the first date that our Adjusted Net Worth exceeds Rs. 500 crores.

50
 The annual service fee is 2% per annum of our Adjusted Net Worth, paid annually in advance. For
the first year, the service fee will be 2% per annum of the Adjusted Net Worth, determined on the
basis of our unaudited financial statements prepared as at 30 days after the final listing approval for
the Issue has been received or October 1, 2008, whichever is earlier. This amount will be paid
within 15 days of such earlier date. For the subsequent years, the service fee will be 2% per annum
of the Adjusted Net Worth for the previous fiscal year. Further, the Consultant will refund to us on
a one-time basis 2% of the Adjusted Net Worth of Excluded Assets, calculated as at March 31,
2009 and prorated for the period to the calculation date that we have held such Excluded Assets.
This amount will be adjusted against subsequent service fees payable to the Consultant. Excluded
Assets include the assets acquired by us from any Future Group entity on or prior to March 31,
2009. Our Business Venture in women’s apparel constitutes an Excluded Asset. The Business
Ventures in mobile phone distribution and footwear retail that we are in the process of acquiring
will also constitute Excluded Assets if we complete these acquisitions before March 31, 2009.

The Consultant is also entitled to an annual performance-based incentive fee equal to 20% of our
Profit Before Tax, excluding provisions made in any previous year for incentive fee payments. We
will be liable to the Consultant for interest at the rate of 18% per annum on service and incentive
fees unpaid for more than 30 days. We also are required to reimburse the Consultant for certain
expenses related to the performance of its services, including the appointment of any third party
advisors in connection with business opportunities we seek to pursue.

The Company shall also pay the service tax and other applicable taxes and duties on the fees, as
per prevailing rates, which shall be invoiced by the Consultant and duties as per prevailing rates, in
respect of fees payable to the Consultant.

Certain considerations involved in the calculation of Adjusted Net Worth are described in the
section titled “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on page [●] of this Draft Red Herring Prospectus.

• Term and termination

The Consulting and Advisory Services Agreement is effective for ten years and is automatically
renewable on the same terms for a further period of ten years. The Consulting and Advisory
Services Agreement may be terminated as described below:

Voluntary termination

If our directors unanimously agree to terminate the Consulting and Advisory Services Agreement
voluntarily and our shareholders ratify such a decision by a special resolution, we may terminate
the Consulting and Advisory Services Agreement without providing any reason, by giving three
months’ notice to the Consultant. In such a situation, we will be required to pay fees due to the
Consultant up to and including the termination date. These fees will be equal to the service fee and
the incentive fee that the Consultant would have earned if the Consulting and Advisory Services
Agreement had not been terminated. In addition, upon voluntarily termination, the Consultant will
be entitled to termination fees amounting to 25% of our Adjusted Net Worth at the time of
termination and expenses.

Termination by the Company for cause

We may also terminate the Consulting and Advisory Services Agreement for cause, if there is
criminal misconduct or fraud by the Consultant as finally determined by a court of appropriate
jurisdiction. In such a situation, we will be required to pay fees, including incentive fees, and
expenses due to the Consultant up to and including the termination date.

Termination by mutual consent

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 We and the Consultant may also terminate the Consulting and Services Agreement by mutual
consent, if such termination is approved by a three-fourths majority of each of our Board of
Directors and the board of directors of the Consultant. In such a situation, fees payable to the
Consultant will be (i) service fees of 2% per annum on our Adjusted Net Worth computed on the
effective date of termination, for the remaining term of the agreement, as well as service fees
accrued till such date; and (ii) incentive fees of 20% of our Profit Before Tax computed on the
effective date of termination.

The termination event will not affect right of the Consultant to claim or receive reimbursement of
permissible expenses. Further we will pay service tax and the other applicable taxes and duties, as
per the prevailing rates, on any amount payable on termination.
• Indemnity

Each of the Company and the Consultant has agreed to indemnify the other in respect of liability,
loss, etc., arising from the engagement under, and work performed pursuant to the Consulting and
Advisory Services Agreement, up to, in each case, the amount of service fee received or payable
for the period during which the liability, loss, etc., arose.

Business Sourcing Processes

Approval process

Decisions regarding the business opportunities we pursue will be made by an Executive Committee, which
will review the advice of the Consultant. The Executive Committee comprises three directors of our
Company. The Board of Directors will have overall authority to approve all utilization of the Company’s
capital.

Decisions regarding single capital commitments of up to Rs.30 crores and total capital commitments of up
to Rs.50 crores in Business Ventures in which operational control is intended can be approved by the
Managing Director in consultation with our Consultant and upon intimation to the Executive Committee.
The total capital commitments limit can be extended by additional tranches of Rs.50 crores if approved by
the Executive Committee. For larger amounts, the Executive Committee has the authority to discuss,
evaluate and approve multiple business proposals in any particular asset class up to 25% of our Adjusted
Net Worth and any single proposal up to 15% of our Adjusted Net Worth. Decisions of the Executive
Committee on any business opportunity will be made by majority vote. The Consultant will also constitute
an advisory committee to internally review proposals prepared by the Consultant and to help resolve
conflict issues before these proposals are forwarded to us. Any proposals that are beyond the authority
delegated to the Executive Committee will be approved by our Board.

Financial Reporting – Adjusted Net Worth

Since our statutory financial statements will be prepared in accordance with Indian GAAP, which provides
for limited fair valuation accounting of assets, we currently intend to provide a calculation of our Adjusted
Net Worth on an annual basis. Our Adjusted Net Worth will be calculated as provided in the Consulting and
Advisory Services Agreement and as further discussed in the section titled “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” beginning on page [
] of this Draft Red
Herring Prospectus.

Risk management

We believe that measuring, understanding and controlling risk is a dynamic and constantly evolving
process, and we regard it as fundamental to our business. The principal risks to which we will be exposed
are execution risk, operational risk, market risk, liquidity risk, credit risk and. equity risk. We will be
exposed to these risks directly, to the extent that these risks may directly affect the value of our interests in
our Business Ventures and any other assets, and indirectly, to the extent that they may affect the value of the
assets underlying our Business Ventures. We intend to manage these risks at both the transaction and

52
business asset levels. As regards transaction level risks, we expect the Consultant to screen our business
opportunities based on analysis of potential risk scenarios. As regards asset risk, we expect to place a cap
on business asset types as well as on the size of each business opportunity. Certain categories of risk
highlighted below are discussed in greater detail in the section titled “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” beginning on page [
] of this Draft Red
Herring Prospectus.

Execution risk

Execution risk is the risk that a business in which we acquire an interest may not be able to execute its
business plans. We seek to manage this risk by active participation in the management of our Business
Ventures with support and assistance from the Future Group, and our Consultant.

Operational risk

Operational risk arises from inadequate or failed internal operational control processes. We seek to manage
this risk by implementing business policies which specify detailed operational procedures in respect of the
business interest we acquire. We have developed internal controls for ourselves and our Business Ventures
such as exceptions reporting, periodic asset inspections, detailed management information systems,
reporting and internal audits of critical systems to mitigate this risk. We are currently developing broader
systems of internal and external audits and checks in order to further protect our Business Ventures and
shareholders from potential risk.

Market risk

Market risk is the risk to earnings and capital growth arising from adverse movements in interest rates and
equity prices, or industry or sector performance. The Consultant’s techniques and processes for managing
the various components of market risk have been adopted, and will continue to evolve, in line with the
relative significance of these risks in our balance sheet.

Liquidity risk

Liquidity risk arises from the absence of liquid resources, when funding loans and investments. This could
be due to a decline in the expected liquidation price of our assets, or our inability to raise adequate
resources at an appropriate price. The Consultant will seek to minimize this risk through a mix of strategies,
including maintaining liquid treasury assets and following a forward-looking resource raising programme
based on projected disbursements and maturing obligations.

Equity risk

We assess our Business Ventures before approval and disbursement for their risk-return profile. The
Consultant will also monitor our range of assets holdings on a periodic basis to evaluate any risks. To
minimize risk, we intend that an individual Business Venture will not exceed 25% of Adjusted Net Worth at
the time of our acquisition of that Business Venture. We also intend that exposure to any one sector will not
exceed 50% of Adjusted Net Worth at the time of investment. We further intend that illiquid assets will not
exceed 75% of Adjusted Net Worth at the time of our entry into that Business Venture. These internal
prudential guidelines also are subject to compliance with the RBI's exposure guidelines and prudential
norms for NBFCs.

In accordance with RBI regulations a non-deposit taking NBFC will be considered systemically important
(an “SI-NBFC”) if it has total assets of Rs. 100 crores or more as per its last audited balance sheet. Our
Company did not have total assets of Rs. 100 crores or more as per our audited balance sheets as at March
31, 2007 and September 30, 2007. However, as of the date of this Draft Red Herring Prospectus, we have
total assets exceeding Rs. 100 crores. Consequently, we will be considered an SI-NBFC when our financial
statements are audited for the year ending March 31, 2008. For further details of the requirements

53
applicable to SI-NBFCs please refer to section titled “Regulations and Policies-NBFC Regulations”
beginning on page [●] of this Draft Red Herring Prospectus.

Credit risk

We are subject to credit risk with respect to our Business Ventures. The Consultant will seek to help us
mitigate credit risk by actively monitoring our Business Ventures and the quality of the underlying assets.
We will seek to minimize credit risk further by promoting and acquiring interests in Business Ventures that
we believe are appropriately diversified for our needs by asset type, industry, the nature of the business and
the life-cycle of the underlying assets. Additionally, we expect that the Consultant will target business
opportunities that, based on the Consultant’s analysis, have a low probability of capital depreciation.

Business Ventures

Our current Business Ventures comprise equity shares and debentures fully convertible into equity of the
following companies:

Biba Apparels Private Limited (“BAPL”): BAPL’s business focuses on women’s apparel and has an
established presence in the ethnic wear segment in India. BAPL began business in 1988 and currently
operates its own outlets and is also present in multi brand retail outlets in India, including Shoppers Stop,
Pantaloons and Lifestyle. BAPL benefits from promotional arrangements entered into with the Future
Group and it will have access to the loyalty programmes of Future Group credit card holders, which we
believe will help it increase its customer base. Since making our investment in BAPL, the Future Group has
helped BAPL enter into retailing new categories of apparel, build its brand and increase its publicity efforts.
The Future Group has also helped BAPL develop an MIS system for more efficient reporting and improved
operational efficiency. In October 2007, we acquired from FCH 6.53% of the equity share capital and 7,000
fully convertible debentures of Rs. 10,000 each of BAPL for an aggregate consideration of Rs. 13.15
crores.

Sankalp Retail Value Stores Private Limited (“SRVS”): SRVS is the Indian franchisee of Dollar Store
International and is modeled along the Dollar Store concept of selling all its products at a single price.
SVRS started operations in 2004 with four stores, and in the past three years has grown to 42 stores across
23 cities in India. The merchandising range for SRVS includes food, personal care and cleaning products
and general merchandise. Our Company plans to leverage the product sourcing abilities of the Future
Group to help SRVS improve its product procurement. In October 2007, we purchased 28.40% of the
equity share capital of SRVS for Rs. 20 crores. We have agreed to make an additional contribution of Rs. 30
crores towards Convertible Preference Shares if SRVS achieves certain business targets.

SSIPL Retail Private Limited (“SSIPL”): SSIPL is a retailer of Nike products, a wholesaler of multi-brand
footwear, sportswear and apparel and a manufacturer and distributor of footwear. In December 2007, we
purchased 5.56% of the equity share capital of SSIPL for Rs. 10 crores.

We also have entered into securities purchase agreements that we expect to complete in the coming months
in respect of the following Business Ventures:

Convergem Communication (India) Limited (“CCIL”): CCIL is a joint venture between PRIL and Axiom
Telecom LLC (“Axiom”), a Dubai-based wholesale distributor and retailer of mobile phones and mobile
accessories. CCIL is a wholesale distributor of mobile handsets and accessories and also plans to operate
service centers for various mobile phone brands. On January 31, 2008, we agreed to purchase PRIL’s 50%
stake in CCIL for Rs. 140 crores. The completion of sale is subject to the fulfillment of certain conditions.
We have made part payment of 1%, or Rs. 1.4 crores, towards the total purchase price. We expect that we
will enable CCIL to access the retail and related expertise within the Future Group, while Axiom will
provide CCIL with technical and sourcing capabilities.

Footmart Retail (India) Ltd. (“FRIL”): FRIL is a joint venture between PRIL and Liberty Shoes Limited to
retail footwear and related products. Since May 2006, FRIL has launched 22 outlets. With the Future

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Group’s assistance, it has positioned its flagship format, “Shoe Factory”, in the value segment. FRIL also
recently has introduced a new retail format targeted at the lifestyle segment. On January 31, 2008, we
agreed with PRIL to purchase 2,414,000 equity shares of FRIL for an aggregate consideration of Rs. 6.03
crores. The completion of sale is subject to the fulfillment of conditions. We have made part payment of Rs.
10 lacs towards the total purchase price. We may consider acquiring management control of this Business
Venture in the future, should conditions indicate it would be appropriate and attractive for us to do so.

We continue to evaluate other potential opportunities in sectors including entertainment, food and
beverages, general and specialist retailing, telecommunications, vehicle sales, financing and servicing,
healthcare and wellness, travel, media and apparel. We cannot provide any assurances as to when, or
whether, any of these opportunities will materialise.

We have also deployed a portion of our capital in short term investments, including debt mutual funds and
public equity securities.

Leverage

Our operational policies and procedures do not require or prohibit the use of leverage or impose limits on
the amount of indebtedness that may be incurred in connection with participation in any business
opportunity. Our intention is to continuously evaluate the use of leverage in our business within acceptable
risk and return parameters and consider the use of leverage on an individual basis for each specific
opportunity. If opportunities arise where leverage improves our risk adjusted returns, we will consider
using leverage. We expect our Business Ventures to access leverage for their business operations, in any
event.

People

Key members of our management team are Kishore Biyani, our Managing Director; Prashant Desai, our
Head of Investments; Ashutosh Vidwans, our Associate Vice President (Finance); and Gurmeet Singh
Mission, our Assistant Company Secretary and Compliance Officer.

We have six directors on our Board, of whom one is an executive director and five are non-executive
directors. The executive director on the Board is Kishore Biyani and the non-executive directors on the
Board are G.N. Bajpai, Rakesh Jhunjhunwala, Anil Harish, Sameer Sain and Dhanpal Jhaveri.

We intend to limit the number of personnel we employ since we expect to actively leverage the skills and
resources of the Future Group and the Consultant.

Competition

We believe that a number of other entities will compete with us to access opportunities in consumption-led
sectors in India. Our primary competitors are other providers of medium- to long-term capital, including
public and private sector banks, mutual funds, financial institutions and other NBFCs. We expect to face
competition from other participants in consumption-led sectors in sourcing and securing business
opportunities. Our Business Ventures will compete with other companies in the sectors in which they are
involved.

Regulation

We are incorporated as a public limited company under the Companies Act. Additionally, we are registered
with the RBI as a non-public deposit accepting/holding, non-banking financial company. Our business
activities will be regulated by RBI regulations applicable to systemically important non-deposit taking,
non-banking financial companies. For more information on the regulatory system applicable to our
business, see the section titled “Regulations and Policies” on page [●] of this draft Red Herring Prospectus.

55
Intellectual Property

Future Ideas Company Limited, a Promoter Group Company, which owns and has the exclusive right to use
the “Future” brand and logo has given us the right to use the “Future” brand and logo in relation to our
business and has also authorized us to take adequate steps to protect the brand. We are required to enter into
a definitive agreement with Future Ideas Company Limited to formalize the arrangements for the right to
use the brands and logo.

Properties

Our registered office is located at Door No. 6/18, Plot 18/1, Nanganallur Cooperative Building Society, 17th
Street, Nanganallur, Chennai 600 061. The property on which our registered office is situated is not owned
by us. We have been permitted by FCH to use the said property for a monthly fee of Rs. 25,000.

Our corporate office is located at FCH House, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower
Parel, Mumbai 400 013. The property on which our corporate office is situated is not owned by us. We have
been permitted by FCH to use the said property for a monthly fee of Rs. 75,000.

56
 REGULATIONS AND POLICIES

The following description is a summary of the relevant regulations and policies as prescribed by the
Government of India. The information detailed in this chapter has been obtained from publications
available in the public domain. The regulations set out below are not exhaustive, and is only intended to
provide general information to the investors and is neither designed nor intended to be a substitute for
professional legal advice.

Introduction

The Company is registered with the Department on Non-Banking Supervision, Reserve Bank of India as a
non-deposit taking Non-Banking Financial Institution. As such, our business activities are regulated by RBI
regulations applicable to investment companies which are non-public deposit taking NBFCs.
Following are the significant regulations that affect our operations:

I. NBFC Regulations

The Reserve Bank of India Act

The RBI is entrusted with responsibility of regulating and supervising activities of NBFCs by virtue of
power vested in Chapter III B of the Reserve Bank of India Act of 1934 (“RBI Act”). The RBI Act defines
an NBFC under Section 45-I (f) as:

(i) “a financial institution which is a company;

(ii) a non-banking institution which is a company and which has as its principal business the receiving
of deposits, under any scheme or arrangement or in any other manner, or lending in any manner;
(iii) such other non-banking institution or class of such institutions as the RBI may, with the previous
approval of the Central Government and by notification in the Official Gazette, specify.”

“Financial institution” and “non- banking institution” have been defined under sections 45 I (c) and 45 I (e)
of the RBI Act, respectively.

The RBI has clarified through a press release (Ref. No. 1998-99/ 1269) dated April 8, 1999, that in order to
identify a particular company as an NBFC, it will consider both the assets and the income pattern as
evidenced from the last audited balance sheet of the company to decide its principal business. The company
will be treated as an NBFC (a) if its financial assets are more than 50 per cent of its total assets (netted off
by intangible assets); and (b) income from financial assets should be more than 50 per cent of the gross
income. Both these tests are required to be satisfied as the determinant factor for principal business of a
company.

In terms of Section 45-IA of the RBI Act, no NBFC shall commence or carry on the business of a non-
banking financial institution without obtaining a certificate of registration (“CoR”). The NBFC must have a
net owned fund of Rs. 2 crore to be considered for the grant of CoR by the RBI. The RBI also has the
power to exempt certain NBFCs from the requirement of obtaining the CoR. Further, every NBFC is
required to submit to the RBI a certificate, latest by June 30 every year, from its statutory auditor stating
that it is engaged in the business of non-banking financial institution requiring it hold a CoR.

Under Section 45 – IC of the RBI Act, every NBFC must create a reserve fund and transfer thereto a sum
not less than 20 per cent of its net profit every year, as disclosed in the profit and loss account and before
any dividend is declared. Such a fund is to be created by every NBFC irrespective of whether it is an
NBFC-ND or not. Further, no appropriation can be made from the fund by the NBFC except for the
purposes specified by the RBI from time to time and every such appropriation shall be reported to RBI
within 21 days from the date of withdrawal.

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Maintenance of liquid assets

In exercise of powers conferred under section 45NC read with section 45-IB (1) of the RBI Act, the RBI
through notification no.DFC.121/ED(G)-98 dated January 31, 1998,as amended has prescribed that every
NBFC shall invest and continue to invest in unencumbered approved securities valued at price not
exceeding the current market price of such securities an amount which shall, at the close of business on any
day be not less than 10% in approved securities and the remaining in unencumbered term deposits in any
scheduled commercial bank; the aggregate of which shall not be less than 15% of the public deposit
outstanding at the last working day of the second preceding quarter.

Prudential Norms

The RBI has issued the Non Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential
Norms (Reserve Bank) Directions, 2007 (the “Prudential Norms Directions”), which contain detailed
directions on prudential norms for NBFCs not accepting/holding public deposit (“NBFC-ND”). The
Prudential Norms, inter alia, prescribe guidelines regarding income recognition, asset classification,
provisioning requirements, constitution of audit committee, capital adequacy requirements, concentration
of credit/investment and norms relating to infrastructure loans. The Prudential Norms Directions are not
applicable to NBFCs being investment companies provided that such NBFC:

(i). is holding investments in the securities of its group/ holding/ subsidiary companies where the book
value of such holding is not less than 90 per cent of its total assets and it is not trading in such
securities,
(ii). is not accepting/holding public deposit, and
(iii) is not a systemically important non-deposit taking NBFC.

In terms of the Prudential Norms Directions, all NBFCs-ND with an asset size of Rs. 100 crore or more as
per its last audited balance sheet will be considered as a systemically important NBFC-ND.

Asset Classification

The Prudential Norms Directions require that every NBFC shall, after taking into account the degree of
well defined credit weaknesses and extent of dependence on collateral security for realisation, classify its
lease/hire purchase assets, loans and advances and any other forms of credit into the following classes:

(i) Standard assets;

(ii) Sub-standard assets;
(iii) Doubtful assets; and
(iv) Loss assets.

Further, the class of assets referred to above shall not be upgraded merely as a result of rescheduling, unless
it satisfies the conditions required for the upgradation.

A NBFC-ND is required to make provisions against sub-standard assets, doubtful assets and loss assets in
the manner provided for in the Prudential Norms Directions.

Exposure Norms

The Prudential Norms Directions prescribes credit exposure limits for financial institutions in respect of the
loans granted and investments undertake by a systemically important NBFC (“NBFC-ND-SI”). A NBFC-
ND-SI shall not lend money exceeding 15% of its owned funds to any single borrower and the lending to
any single group of borrowers shall not exceed 25% of the NBFC-ND-SI’s owned fund. As regards the
investments, a NBFC-ND-SI shall not invest in the shares of a company exceeding 15% of its owned fund,
while the investment in the shares of a single group of companies shall not exceed 25% of its owned funds.
The loans and investments of NBFC-ND-SI taken together shall not exceed 25% of its owned funds to or in
a single party and 40% of its owned funds to or in a single group of parties. However, the prescribed

58
ceilings shall not be applicable on a NBFC-ND-SI for investments in the equity capital of an insurance
company to the extent specifically permitted by the RBI. Any NBFC-ND-SI not accessing public funds,
either directly or indirectly, may make an application to the RBI for modifications in the prescribed
ceilings. Further, every NBFC-ND-SI is required to formulate a policy in respect of exposures to a single
party/a single group of parties.

Capital Adequacy Norms

As per the Prudential Norms Directions, every NBFC-ND-SI is subject to capital adequacy requirements. A
minimum capital ratio consisting of Tier I and Tier II capital of not less than 10% of its aggregate risk
weighted assets on balance sheet and of risk adjusted value of off-balance sheet items is required to be
maintained. Also, the total of Tier II capital of non-deposit taking non-banking financial company shall not
exceed 100% of Tier I capital.

Asset Liability Management:

The RBI has prescribed the Guidelines for Asset Liability Management (“ALM”) System in NBFCs
(“ALM Guidelines”) that are applicable to all NBFCs. The NBFCs (engaged in and classified as equipment
leasing, hire purchase finance, loan, investment and residuary non-banking companies) meeting the criteria
, inter alia, of asset base of Rs. 100 crore, irrespective of whether they are accepting / holding public
deposits or not, are required to put in place an ALM system. The ALM system rests on the functioning of
ALM information systems within the NBFC, ALM organization including Asset Liability Committee
(“ALCO”) and ALM support groups, and the ALM process including liquidity risk management,
management of marketing risk, funding and capital planning, profit planning and growth projection, and
forecasting/ preparation of contingency plans. It is provided that the management committee of the board
of directors or any other specific committee constituted by the board of directors should oversee the
implementation of the system and reviews its functioning periodically. The ALM Guidelines mainly
address Liquidity and Interest Rate risks.

In case of structural liquidity, the negative gap (i.e. where outflows exceed inflows) in the 1 to 30/ 31 days
time-bucket should not exceed the prudential limit of 15% of outflows of each time-bucket and the
cumulative gap up to one year period should not exceed 15% of the cumulative cash outflows up to one
year period. In case these limits are exceeded, the measures proposed for bringing the gaps within the limit,
should be shown by a footnote in the relevant statement.

Distribution of Mutual Funds products:

In order to strengthen the NBFC sector, the RBI vide its circular RBI/2006-07/195 DNBS (PD) CC No.
84/03.10.27/2006-07 allowed NBFC to diversify in their business. The NBFCs maintaining minimum net
owned fund of Rs. 100 crore, earning net profit as per the last two years audited balance sheet, maintaining
CRAR of 10% (in the case of NBFC-ND) and the percentage of net NPA to net advances of the NBFCs are
not more than 3% are eligible to apply to market and distribute mutual fund products, as agents of mutual
funds, with the prior approval of RBI for an initial period of two years and a review thereafter. From the
operational perspective the NBFCs are required to adhere with the SEBI guidelines/regulations, including
their code of conduct, for distribution of mutual fund products.

Guidelines on Fair Practices Code:

The RBI has prescribed guidelines that should be framed and approved by the Board of Directors of all
NBFCs. The guidelines, further, require that such code should be published and disseminated on the
website of the NBFC. The guidelines include the following requirements, which should be adhered to by
NBFCs:

(i). Inclusion of necessary information affecting the interest of the borrower in the loan application
form.
(ii). Devising a mechanism to acknowledge receipt of loan applications and establishing a time frame
within which such loan applications shall be disposed.

59
(iii). Conveying, in writing, to the borrower the loan sanctioned and terms thereof. The acceptance of
terms should be kept in its record by the NBFC.
(iv). Giving notice to the borrower of any change in the terms and conditions and ensuring that changes
are effected prospectively.
(v). Refraining from interfering in the affairs of the borrower except for the purposes provided in the
terms and conditions of the loan agreement.
(vi). Not resorting to undue harassment in the matter of recovery of loans.
(vii). The Board of Directors of the NBFC should lay down the appropriate grievance redressal
mechanism.
(viii). Periodical review of the compliance of the Fair Practices Code and the functioning of the
grievances redressal mechanism at various levels of management, a consolidated report whereof
may be submitted to the Board of Directors.

KYC Guidelines
The RBI has extended the KYC guidelines to NBFCs and advised all NBFCs to adopt the same with
suitable modifications depending upon the activity undertaken by them and ensure that a proper policy
framework on KYC and Anti-Money Laundering measures is put in place. The KYC policies are required
to have the following key elements, namely, customer acceptance policy, customer identification
procedures, monitoring of transactions and risk management, adherence of KYC guidelines by the persons
authorized by NBFCs’ including brokers/ agents, due diligence of persons authorized by NBFCs’ including
brokers/ agents, customer service in terms of identifiable contact with persons authorized by NBFCs’
including brokers/ agents.

Corporate Governance Guidelines

Pursuant to a RBI Circular dated May 8, 2007, all NBFC-ND-S are required to adhere to certain corporate
governance norms including constitution of an audit committee, a nomination committee, a risk
management committee and certain other norms in connection with disclosure and transparency and
connected lending.

Norms for excessive interest rates

In addition, the RBI has recently introduced RBI/ 2006-07/ 414 dated May 24, 2007 whereby RBI has
requested all NBFCs to put in place appropriate internal principles and procedures in determining interest
rates and processing and other charges.

II. Dealing in Securities

Securities regulation in India takes place under the provisions of the SCRA, SEBI Act, the Depositories
Act, 1996 and the rules and regulations promulgated thereunder.

SCRA

The SCRA seeks to prevent undesirable transactions in securities by regulating the business of dealing in
securities and other related matters. The SCRA provides for grant of recognition for stock exchanges by the
Central Government. Every recognized stock exchange is required to have in place a set of rules relating to
its constitution and bye-laws for the regulation and control of contracts.

The bye-laws normally provide inter alia for:

(i) the opening and closing of markets and the regulation of the hours of trade;
(ii) the fixing, altering or postponing of days for settlements;
(iii) the determination and declaration of market rates, including the opening, closing highest and
lowest rates for securities;

60
(iv) the terms, conditions and incidents of contracts, including the prescription of margin requirements,
if any, and conditions relating thereto, and the forms of contracts in writing;
(v) the regulation of the entering into, making, performance, recession and termination of contracts,
including contracts between members or between a member and his constituent.

SEBI Act

Pursuant to Section 12 of the SEBI Act, and the rules, regulations and guidelines issued by SEBI, a
stockbroker, sub-broker and depository participant or any other intermediary associated with the securities
market, may buy, sell or deal in securities only after obtaining a valid certificate of registration from SEBI
in accordance with the applicable regulations.

III. Insider Trading

Insider Trading Regulations

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, as
amended from time to time (“Insider Trading Regulations”) govern the law with respect to insider trading
in India. The Insider Trading Regulations inter alia prohibit all insiders from dealing in securities of a
listed company when the insider is in possession of unpublished price sensitive information (“UPSI”). It
further prohibits an insider from communicating, counselling or procuring, directly or indirectly, any UPSI
to any person who while in possession of such UPSI is likely to deal in such securities.

Information is said to be price sensitive if it is likely to, directly or indirectly, materially affect the price of
the securities of the company to which it relates. Under the Insider Trading Regulations, the concept of an
“insider” is related to those of a connected person and a deemed connected person. A person is said to be
connected to a company when he or she is a director, employee or officer in the company or stands in a
professional or business relationship with the company and when he or she may reasonably be expected to
have access to UPSI and includes inter alia market intermediaries, Merchant Bankers, share transfer agents,
registrars to an issue, debenture trustees, brokers, Portfolio Managers, investment advisors.

The Insider Trading Regulations further provide that all listed companies and organisations associated with
the securities market including inter alia intermediaries as defined under the SEBI Act, asset management
companies, trustees of mutual funds etc. should frame a code of internal procedures and conduct based on
the Model Code of Conduct specified under the Insider Trading Regulations.

IV. Applicable Foreign Investment Regime

FEMA Regulations:
Foreign investment in India is governed primarily by the provisions of the FEMA which relates to
regulation primarily by the RBI and the rules, regulations and notifications thereunder, and the policy
prescribed by the Department of Industrial Policy and Promotion, GoI which is regulated by the FIPB.

The RBI, in exercise of its power under the FEMA, has notified the Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 (“FEMA
Regulations”) to prohibit, restrict or regulate, transfer by or issue of security to a person resident outside
India. As laid down by the FEMA Regulations, no prior consent and approval is required from the RBI, for
FDI under the “automatic route” within the specified sectoral caps. In respect of all industries not specified
as FDI under the automatic route, and in respect of investment in excess of the specified sectoral limits
under the automatic route, approval may be required from the FIPB and/or the RBI.

Foreign Direct Investment:

FDI in an Indian company is governed by the provisions of the FEMA read with the FEMA Regulations
and the Foreign Direct Investment Policy issued in November 2006 (“FDI Policy”) by the DIPP. FDI is
permitted (except in the prohibited sectors) in Indian companies either through the automatic route or the

61
approval route, depending upon the sector in which FDI is sought to be made. Under the automatic route,
no prior Government approval is required for the issue of securities by Indian companies/ acquisition of
securities of Indian companies, subject to the sectoral caps and other prescribed conditions. Investors are
required to file the required documentation with the RBI within 30 days of such issue/ acquisition of
securities.

However, if the foreign investor had on or prior to January 12, 2005 any previous joint venture/ tie-up or a
technology transfer/ trademark agreement in the “same field” in India, prior approval from the FIPB is
required even if that activity falls under the automatic route, except as otherwise provided.

Under the approval route, prior approval from the FIPB or RBI is required. FDI for the items/ activities that
cannot be brought in under the automatic route (other than in prohibited sectors) may be brought in through
the approval route. Approvals are accorded on the recommendation of the FIPB, which is chaired by the
Secretary, DIPP, with the Union Finance Secretary, Commerce Secretary and other key Secretaries of the
Government of India as its members.

As per the sector specific guidelines of the Government of India, the following relevant caps are presently
applicable for FDI in NBFCs:

(a) 100% FDI/ NRI investments are allowed under the automatic route in the following NBFC
activities:
i. Merchant banking;
ii. Underwriting;
iii. Portfolio Management Services;
iv. Investment Advisory Services;
v. Financial Consultancy;
vi. Stock Broking;
vii. Asset Management;
viii. Venture Capital;
ix. Custodial Services;
x. Factoring;
xi. Credit Reference Agencies;
xii. Credit rating Agencies;
xiii. Leasing & Finance;
xiv. Housing Finance;
xv. Forex Broking;
xvi. Credit card business;
xvii. Money changing Business;
xviii. Micro Credit; and
xix. Rural Credit.

(b) Minimum Capitalisation Norms for fund based NBFCs:

i) For FDI up to 51% - US$ 0.5 million to be brought upfront

ii) For FDI above 51% and up to 75% - US $ 5 million to be brought upfront
iii) For FDI above 75% and up to 100% - US $ 50 million out of which US $ 7.5 million to be
brought upfront and the balance in 24 months

(c) Minimum capitalization norm of US $ 0.5 million is applicable in respect of all permitted non-
fund based NBFCs with foreign investment

(d) Foreign investors can set up 100% operating subsidiaries without the condition to disinvest a
minimum of 25% of its equity to Indian entities, subject to bringing in US$ 50 million as at (b)
(iii) above(without any restriction on number of operating subsidiaries without bringing in
additional capital)

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(e) Joint venture operating NBFC’s that have 75% or less than 75% foreign investment will also be
allowed to set up subsidiaries for undertaking other NBFC activities, subject to the subsidiaries
also complying with the applicable minimum capital inflow i.e. (b)(i) and (b)(ii) above.

(f) FDI in the NBFC sector is put on automatic route subject to compliance with guidelines of the
RBI in this regard. RBI would issue appropriate guidelines in this regard.

Where FDI is allowed on an automatic basis without FIPB approval, the RBI would continue to be the
primary agency for the purposes of monitoring and regulating foreign investment. In cases where FIPB
approval is obtained, no approval of the RBI is required except with respect to fixing the issuance price,
although a declaration in the prescribed form, detailing the foreign investment, must be filed with the RBI
once the foreign investment is made in the Indian company. The foregoing description applies only to an
issuance of shares by, and not to a transfer of shares of, Indian companies. Every Indian company issuing
shares or convertible debentures in accordance with the RBI regulations is required to submit a report to the
RBI within 30 days of receipt of the consideration and another report within 30 days from the date of issue
of the shares to the nonresident purchaser.

FII Regulations

FIIs including institutions such as pension funds, investment trusts, asset management companies, nominee
companies and incorporated/ institutional Portfolio Managers, are allowed to make portfolio investments in
all securities of listed and unlisted companies in India. Investments by registered FIIs or non-resident
Indians made through a stock exchange and complying with certain other specified criteria under the
FEMA Regulations are known as portfolio investments. FIIs wishing to invest and trade in Indian securities
in India under the portfolio investment route are required to register with the SEBI under the Securities and
Exchange Board of India (Foreign Institutional Investors) Regulations 1995 (‘‘FII Regulations’’). FIIs
may also invest in securities of Indian companies pursuant to the FDI route discussed above. FIIs that are
registered with SEBI are required to comply with the provisions of the FII Regulations. A registered FII
may buy, subject to certain ownership restrictions, and sell freely securities issued by any Indian company
(excluding companies in certain sectors). The total holding of each FII/ SEBI approved sub-account shall
not exceed 10 per cent of the total paid-up capital of an Indian company and the total holdings of all FII/
sub-accounts of FIIs aggregated shall not exceed 24 per cent of the paid-up capital. The threshold of 24
percent can be increased to the sectoral cap or statutory limit applicable to the Indian company concerned
by resolution of such company’s board of directors followed by the passing of a special resolution by the
shareholders of such company.

V. Laws relating to Employment

Shops and Establishments legislations in various states

The provisions of various Shops and Establishments legislations, as applicable, regulate the conditions of
work and employment in shops and commercial establishments and generally prescribe obligations in
respect of inter alia registration, opening and closing hours, daily and weekly working hours, holidays,
leave, health and safety measures and wages for overtime work.

Labour Laws

The Company is required to comply with various labour laws, including the Minimum Wages Act, 1948,
the Payment of Bonus Act, 1965, the Payment of Wages Act, 1936, the Payment of Gratuity Act, 1972, the
Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.

63
VI. Laws relating to Intellectual Property

The Trade Marks Act, 1999 and the Copyright Act, 1957 inter alia govern the law in relation to intellectual
property, including brand names, trade names and service marks and research works.

Other regulations

In addition to the above, the Company is required to comply with the provisions of the Companies Act,
1956, the Foreign Exchange Management Act, 1999, various tax related legislations and other applicable
statutes.

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 HISTORY AND CERTAIN CORPORATE MATTERS

Our History

We were incorporated as Subhikshith Finance & Investments Limited on July 10, 1996 and commenced
business on August 2, 1996. The RBI granted a certificate of registration dated March 9, 1998 permitting
the Company to carry on the business of a NBFC as a “non-deposit taking company”. We became a private
limited company on August 10, 2001 and the name of the Company was subsequently changed to
Subhiskshith Finance & Investments Private Limited (“Subhikshith”). The Registrar of Companies, Tamil
Nadu issued a fresh certificate of incorporation on September 17, 2001. The RBI granted a certificate of
registration dated June 18, 2007 consequent on change of name permitting the Company to carry on the
business of a NBFC as a “non-deposit taking company.” We were engaged in the business of granting
loans and financing.

On July 14, 2007 Pantaloon Future Ventures Limited, a wholly owned subsidiary of Pantaloon Retail
(India) Limited acquired 2,93,700 Equity Shares of face value Rs. 10 each, constituting 100% of the total
issued, subscribed and paid-up share capital of Subhikshith through a share purchase agreement dated July
3, 2007 between Pantaloon Future Ventures Limited, Mr. R. Sankar, Mr. V. Thirumalai and Subhikshith. In
consideration of the purchase, PFVL paid an aggregate sum of Rs. 0.58 crore to Mr. R. Sankar and Mr. V
Thirumalai. Pursuant to the acquisition, Subhikshith became a wholly owned subsidiary of Pantaloon
Future Ventures Limited.

We changed our name from Subhikshith Finance & Investments Private Limited to Future Ventures India
Private Limited through a special resolution passed at the EGM of the Company held on July 19, 2007.
The fresh certificate of incorporation consequent on change of name was granted by the RoC to our
Company on August 9, 2007. Further, upon ceasing to be a private limited company, the word private was
deleted through a special resolution at the EGM of the Company held on August 10, 2007. The fresh
certificate of incorporation consequent on change of name was granted by the RoC to our Company on
September 7, 2007.

Changes in Registered Office

Our registered office was shifted from “Usha Sadan” 165, Kutchery Road, Mylapore, Chennai 600 004 to
New No. 17, (Old No. 9), West Circular Road, Mandavelipakkam, Chennai 600 028 by a resolution of our
Board dated May 6, 2002. We shifted our registered office to 202 (Old No. 742) Anna Salai, Chennai 600
002 by a resolution of our Board dated August 13, 2007, with effect from August 17, 2007. We again
shifted our registered office to Door No. 6/18, Plot No. 18/1, Nanganallur Co-operative Building Society,
17th Street, Nanganallur, Chennai – 600 061 through a resolution of our Board dated January 28, 2008, with
effect from February 15, 2008.

Key Milestones

The table below sets forth some of the key events and milestones in the history of our Company:

Year Milestones
1996 Incorporated as Subhikshith Finance & Investments Limited.
1997 Granted certificate of registration by the RBI to carry on the business of an NBFC as a “non-
deposit taking company.”
2001 Conversion from a public limited company to a private limited company.
2007 • RBI grants a fresh certificate of registration to carry on business of a NBFC as a “non-
deposit taking company” on change of name to Subhikshith Finance & Investments
Private Limited.
• Subhikshith Finance & Investments Private Limited becomes a wholly-owned subsidiary
of Pantaloon Future Ventures Limited. The name of the Company is changed to Future
Ventures India Private Limited.

65
Year Milestones
• The Company is converted to a public limited company and the name of the Company is
changed to Future Ventures India Limited.
• RBI grants a fresh certificate of registration to carry on the business of a NBFC as a
“non-deposit taking company” on change of name to Future Ventures India Limited.
• The Company purchases securities of Biba Apparels Private Limited, Sankalp Retail
Value Stores Private Limited and SSIPL Retail Private Limited.

2008 • The Company enters into agreements to purchase securities of Footmart Retail (India)
Limited and Convergem Communications (India) Limited, subject to completion of
conditions precedent.
• The Company enters into a Consulting and Advisory Services Agreement with Future
Capital Holdings Limited.

Objects of our Company

The main objects as contained in our Memorandum of Association include:

1. To carry on the business of an investment and holding company and to subscribe to the shares and
securities being issued by companies and to generally do all activities and enter into all kinds of
financial arrangements so as to enable mobilising of funds by and for such companies and ensuring
liquidity for the investor investing in shares and securities issued by such companies and to invest
money of the Company (or any of its subsidiaries) in any investments and to hold, sell or otherwise
deal with investments or currencies or other financial assets and to carry on the business of
investment company.

2. To vary the investments and holdings of the Company as may from time to time be deemed
desirable.

3. To subscribe for, absolutely or conditionally, purchase or otherwise acquire and to hold, dispose of
and trade in shares, stocks and securities of any other company whether Indian or foreign.

4. To carry on the business of financiers, that is to say, to lend money either with or without security to
such person or persons, firms, associations, companies, or bodies corporate and upon such terms and
conditions as the Company thinks fit but the Company shall not do banking as defined in the
Banking Regulation Act, 1949.

5. To mobilise capital from financial investors and public markets and to manage the investment of
such funds in business opportunities in India.

(b) The objects incidental or ancillary to the attainment of the above main objects include:-

1. To promote or assist in promoting any company or companies in any part of the world and to
subscribe shares therein or other securities thereof and to take part in the management, supervision
or control of such businesses or operations of such companies pursuant to any shareholder
agreements, or any other agreements or otherwise and to exercise any rights available to the
Company pursuant to such agreements or otherwise and to appoint and remunerate any directors,
administrators or accountants or other experts or agents for consideration or otherwise or for any
other purpose which may seem directly or indirectly calculated to benefit the Company.

66
Amendments to our Memorandum of Association

Date of Amendment
shareholders’
approval
November 1, A new clause, numbered as Clause 11, was added after Clause 10 of ‘Other Objects’.
1997
11. To act as “Recovery Agents” to any individual, firm, association, body corporate,
company, government, financial institutions, banks or any other person in connection
with any sum due by an individual, firm, association, body corporate, company,
government, financial institutions, banks or any other or any other person to any one
of the above.”

August 10, 2007 V (a) The Authorised Share Capital of the Company shall be Rs. 5,00,00,000 (Rupees
Five Crores only) divided into 50,00,000 (Fifty Lakh) Equity Shares of Rs. 10/-
(Rupees Ten) each, with the power to increase or reduce the capital of the Company
and to divide the shares in the capital for the time being into several classes and to
attach thereto respectively such preferential, deferred, qualified or special rights,
privileges or conditions as may be determined by or in accordance with the Articles of
Association and to vary, modify, amalgamate or abrogate any such rights, privileges or
conditions in such manner as may for the time being be provided by the Articles of
Association of the Company.

(b) Minimum Paid up capital of the Company shall be Rs. 5,00,000/- (Rupees Five
Lakh Only).

October 11, V (a) The Authorised Share Capital of the Company shall be Rs. 3000,00,00,000
2007 (Rupees Three Thousand Crores only) divided into 300,00,000 (Three Hundred Crore)
Equity Shares of Rs. 10/- (Rupees Ten) each, with the power to increase or reduce the
capital of the Company and to divide the shares in the capital for the time being into
several classes and to attach thereto respectively such preferential, deferred, qualified
or special rights, privileges or conditions as may be determined by or in accordance
with the Articles of Association and to vary, modify, amalgamate or abrogate any such
rights, privileges or conditions in such manner as may for the time being be provided
by the Articles of Association of the Company.

(b) Minimum Paid up capital of the Company shall be Rs. 5,00,000/- (Rupees Five
Lakh Only).

February 5, 2008 V (a) the Authorised Share Capital of the Company shall be Rs. 5000,00,00,000
(Rupees Five Thousand Crore Only) divided into 500,00,00,00 (Five Hundred Crore)
Equity Shares of Rs. 10/- (Rupees Ten) each, with the power to increase or reduce the
capital of the Company and to divide the shares in the capital for the time being into
several classes and to attach thereto respectively such preferential, deferred, qualified
or special rights, privileges or conditions as may be determined by or in accordance
with the Articles of Association and to vary, modify, amalgamate or abrogate any
rights, privileges or conditions in such manner as may for the time being be provided
by the Articles of Association of the Company.

(b) Minimum Paid up capital of the Company shall be Rs. 5,00,000/- (Rupees Five
Lakhs Only
February 5, 2008 The existing sub-clause 1 and 2 under Clause III(A) of the main objects was
substituted.

The words ‘and to act as Trustees and Managers of Financial portfolios for
individuals, association of persons or bodies corporate, trust and do all acts

67
Date of Amendment
shareholders’
approval
necessary in carrying on such activity’ after the word ‘foreign’ in the existing sub-
clause 3 under Clause III(A) of the main objects was deleted.

The existing sub-clause 4 and 5 under Clause III(A) of the main objects was
substituted.

The existing sub-clauses 6 and 7 under Clause III(A) of the main objects were deleted.

A sub-clauses was inserted before the existing sub-clause 1, which was renumbered as
sub-clause 1A, under Clause III(B) of the incidental or ancillary objects.

Four new sub-clauses were inserted after sub-clause 1A under Clause III(B) of the
incidental or ancillary objects.

One new sub-clause was inserted after existing sub-clause 2 under Clause III(B) of
the incidental or ancillary objects.

One new sub-clause was inserted after existing sub-clause 7 under Clause III(B) of
the incidental or ancillary objects.

Material Agreements

Capitalised terms not defined herein have the meaning ascribed to such terms in the relevant agreements.

A. Consulting and Advisory Services Agreement

The Company and Future Capital Holdings Limited (the “Consultant”) (the “Parties”) have entered into a
Consulting and Advisory Services Agreement (the “Agreement”) dated February 20, 2008 which is
effective from March 1, 2008, for a term of 10 years and shall be automatically renewed at the same terms
as this Agreement for further successive periods of 10 years each, unless terminated in accordance with the
Agreement. The Consultant is a registered NBFC having its registered office at FCH House, Peninsula
Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013.

The Company has engaged the services of the Consultant to provide certain consulting and advisory
services, proposed to be undertaken by the Company in accordance with the terms of the Agreement.

The terms of the Agreement mandate that the Consultant shall provide services which include developing
and running asset allocation models; providing research services and recommendations regarding Treasury
Assets; sourcing and evaluating Business Opportunities and value creation opportunities; conducting due
diligence for Business Opportunities; preparing a detailed memorandum in the format required by the
Company; providing assistance in negotiating and executing documents regarding Business Opportunities;
monitoring and evaluating decision and evaluation parameters for all assets. Further, on a request being
made by the Company, the Consultant may consent to the appointment of its employees as the Company’s
nominees on the board(s) of the Business Ventures or the consultant may propose industry experts or other
external professionals to be nominated on the board(s) of Business Ventures.

Constitution of the Consultant

The Consultant has undertaken to constitute a team of persons who have the requisite expertise needed to
effectively provide the services contemplated under the Agreement (“Consulting Team”). The Consultant
has agreed to constitute an advisory committee comprising of the CEO of the Consultant, CFO of the
Consultant and at least two other persons (“Advisory Committee”). The Advisory Committee will invite the
Company and/or relevant Future Group Entity to participate in deliberations with regard to deals which

68
have a conflict of interest. All decisions of the Advisory Committee shall be taken at the meeting of the
Advisory Committee by a simple majority.

Permitted Participation by the Company

The Company may promote or participate in Business Ventures and acquire interest in other assets as
specified in the Business and Investment Policy.

Right of First Offer

The Parties acknowledge, undertake and agree that in respect of Business Opportunities of strategic
importance, where operational control is intended (“Qualifying Deals”), a right of first offer (“Qualifying
Deal ROFO”) shall be granted to entities in the Future Group that are operating in the specific industry or
sector.

Business Opportunity Recommendation Process

If the Consultant determines that the Business Opportunity sourced by it or referred to it by the Company
pertains to Qualifying Deals, then the Consulting Team shall immediately refer such Business Opportunity
to the Advisory Committee. If the Advisory Committee determines that the Business Opportunity is a
Qualifying Deal, it shall offer it to the relevant Future Group entity which shall within 30 days intimate to
the Consultant whether it has decided to pursue the Business opportunity or not. If any Qualifying Deal is
rejected by the relevant Future Group entity or no decision is communicated within the aforesaid period,
the Consultant shall offer the Business opportunity to the Company.

Conflict Management

The Parties have agreed that a Business Opportunity satisfying the following parameters represent deals
which may involve a conflict of interest (“Conflict of Interest Deals”):

(i) Qualifying Deals;

(ii) Any other parameters which may be agreed between the Parties from time to time.

Conflict of Interest Deals shall be referred to the Advisory Committee for final resolution. During the
period that the deal is under consideration by Advisory Committee for resolution of conflict of interest,
such deal shall be kept in abeyance. In the event that a conflict is established, the Advisory Committee shall
invite participation of the Company and the relevant Future Group entity for resolving the same. The
Advisory Committee may also appoint third party advisors to analyse the Business Opportunity and may
rely on them to determine whether the Business Opportunity is a Qualifying Deal.

Fees

The Consultant shall be entitled to fees, as detailed below:

1. Service Fee

Period Service Fee

Year 1 An amount equal to the Year 1 Payment shall be paid by the Company to the Consultant
within 45 (forty five) days of the final listing approval being received from the relevant
stock exchange subsequent to the IPO or October 15, whichever is earlier.
Subsequent From April 1, 2009, the Service Fee shall be equal to 2% (two percent) per annum of the
years ANW for the previous fiscal year and shall be paid annually in advance, within 15
(fifteen) days from the adoption of statutory audited accounts for the said year by the
Board of Directors.
Adjusted for As on March 31, 2009, the ANW of the Excluded Assets shall be computed. 2% per
Excluded annum shall be computed on the ANW of any asset comprised in the Excluded Assets

69
Period Service Fee
Assets from the time it is acquired, till March 31, 2009 and shall be refunded to the Company
within 30 days of March 31, 2009.

The Consultant’s right to receive the Service Fee shall accrue and commence from such date that the ANW
of the Company first exceeds Rs. 500 crore.

2. Incentive Fee

The Consultant shall be entitled to an incentive fee equal to 20%, of the PBT (“Incentive Fee”). Incentive
Fee is only payable after the ANW exceeds Rs. 500 crore. The incentive fee can be paid in cash or
securities of the Company, at the discretion of the Board of Directors of the Company.
Additionally the Company shall reimburse the Consultant for all direct expenses in relation to the services
provided by the Consultant except certain expenses which include compensation for employees; rent and
utilities; statutory, legal, audit and other third party fees and operating expenses of the Consultant;
compensation to any advisors or consultants retained by the Consultant; other day-to-day expenses of the
Consultant and any other like expenses.
Termination

The Consultant shall be entitled to receive the fees, including the Incentive Fee and other payments due to
the Consultant upto and including the date on which the Agreement is terminated, irrespective of whether
such termination is termination for cause, termination by mutual consent or voluntary termination.

Termination for cause

The Company may terminate the Agreement in case of criminal misconduct or fraud by the Consultant as
finally determined by a court of appropriate jurisdiction. The Company shall give a notice of 60 days
intimating the Consultant of its intention to terminate the Agreement, if the reason for termination is not
rectified within a period of 30 days from the date of the notice.

Termination by mutual consent

The Company and the Consultant may also terminate the Agreement by mutual consent, if such termination
is approved by a three-fourths majority of the Board of Directors and the board of directors of the
Consultant. In such a situation, fees payable to the Consultant will be (i) Service Fee of 2% per annum on
the ANW computed on the effective date of termination for the remaining term of the Agreement as well as
Service Fee accrued till such effective date and (ii) Incentive Fee of 20% of PBT computed on the effective
date of such termination.

Voluntary Termination
If the Board of Directors of the Company unanimously approve and subject to further ratification by a
special resolution of the shareholders of the Company, the Company may terminate the Agreement for any
reason whatsoever by giving a notice of not less than three months. In such a situation, the Company will
be required to pay fees due to the Consultant up to the termination date. In addition, Consultant will be
entitled to a fee amounting to 25% of ANW computed on the effective date of termination.

Liability and Indemnity

The Consultant, its officers, directors and agents shall not be liable for any loss suffered by the Company in
connection with or in relation to any service provided by it under the Agreement or any recommendation
made by the Consultant unless the same is attributable to fraud or criminal misconduct by the Consultant.
Additionally, the Consultant shall not be liable for the act or omissions of any person employed by it or by
any agent, delegatee or sub-contractor that it appoints to provide any of the services on its behalf or in its
place, provided the Consultant has exercised due diligence and care in finalising such employment.

70
Each of the Company and the Consultant has agreed to indemnify the other in respect of liability, loss, etc.,
arising from the engagement under, and work performed pursuant to the Agreement, up to a maximum
limit of the Service Fee received or payable, as the case maybe, for the period during which the loss has
been suffered by the Company/Consultant.

Arbitration

In the event of any dispute the Parties have agreed to resolve such dispute amicably between themselves
within a period of 180 days from the date on which a notice of dispute was given by any Party to the
Agreement. If the Parties fail to settle the dispute amicably between themselves within a period of 180 days
from the date when dispute first arose; the dispute shall referred for arbitration by a panel of three
arbitrators (one appointed by each of the Parties and the third by two so appointed). The arbitration shall be
held in accordance with Arbitration and Conciliation Act, 1996 in Mumbai, India.

Broad terms of the Business and Investment Policy

The Board of Directors shall have overall authority to approve all assets to be held by the Company. The
CEO of the Company or the EC may approve a Business Opportunity subject to limits and other conditions
prescribed from time to time. The Company when making a decision regarding any Business Opportunity
will adhere to applicable rules, regulations in relation to exposure limit.

Business and asset participation limits

Entity Limit
CEO (i) In consultation with the Consultant and upon
intimation to EC – up to Rs. 30 crore in a
Single Business Opportunity in any
Business Venture in which operational
control is intended, and aggregating Rs. 50
crores in all such Business Ventures.

(ii) When aggregate assets in (i) above exceed

Rs. 50 crore, EC may approve extension of
the limit in further blocks of Rs. 50 crore,
each such extension being separately
approved by EC.

(iii) The aforestated limits shall be subject to the

exposure limits prescribed under the
Business and Investment Policy and any
other regulatory norms and limits.
EC (i) Upto 25% of the ANW of the Company in
any single asset class.

(ii) Any single business proposal up to 15% of

the ANW of the Company.

Board of Directors Any Business Opportunity beyond the powers of

EC.

B. Securities Purchase Agreement (“SPA”) between the Company and Future Capital Holdings
Limited

We entered into an SPA with Future Capital Holdings Limited on October 26, 2007 to purchase 27,964
equity shares of Rs. 100 each (pursuant to conversion of 5,000 Fully Convertible Debentures of Rs. 10,000

71
each) and 7,000 Fully Convertible Debentures of Rs. 10,000 each, of Biba Apparels Private Limited (“Sale
Securities”) for a consideration aggregating to Rs. 13.1 crore.

Pursuant to the SPA, the Seller has provided warranties to the effect that it holds full legal and beneficial
interest in the Sale Securities and has right to transfer and sell the same. Further, the Seller has provided
covenants to the effect that the shares are fully paid-up and free from all encumbrances. The Company has
confirmed that it holds all requisite power and authority to consummate the transaction under the SPA. The
SPA also stipulates that the Company shall execute and deliver a Deed of Adherence to Biba as prescribed
in the Investment Agreement dated February 8, 2007 (“Investment Agreement”) entered among the Seller,
Biba and Biba’s promoters.

The SPA provides that upon execution of the SPA, the Seller shall transfer the certificates representing the
holding of the Seller in the Sale Securities and duly execute the transfer forms in favour of the Company.

C. Share Subscription Agreement between the Company and Sankalp Retail Value Stores Private
Limited and its Promoters

A share subscription agreement (“Subscription Agreement”) was entered into on October 26, 2007 between
Sankalp Retail Value Stores Private Limited (“Sankalp Retail”), its promoters and our Company wherein
our Company agreed to subscribe to 3,980,000 equity shares of Sankalp Retail (“Subscription Shares”)
entitling the Company to 28.40% of the post-issue share capital on fully diluted basis. The Company has
further agreed to invest Rs. 300,000,000 towards convertible instruments in the event Sankalp Retail
achieves certain milestones as prescribed in the Subscription Agreement. The Company had agreed to pay
an amount of Rs. 200,000,000 for subscription towards Subscription Shares. Sankalp Retail is the sole and
exclusive holder of master franchise for India from My Dollar Store Inc., a US Company. The Parties
agreed to enter into the Subscription Agreement to record their respective representations, warranties,
undertakings and covenants in respect of the issue to, subscription and payment by the Company for the
investment in Sankalp Retail.

Under the Subscription Agreement, in order to give effect to the obligations of the Company to subscribe
the Subscription Shares, Sankalp Retail has agreed to issue a written completion notice upon satisfaction of
the prescribed conditions including execution of shareholders agreement and an agreement terminating the
existing investment agreement dated July 7, 2005 between Sankalp Retail, its Promoters and Paradise
Vyapar Private Limited (now known as Neem Tree Capital Private Limited) and obtaining a certificate
from Neem Tree Capital Private Limited waiving all its rights under the said investment agreement. The
prescribed conditions also include the renegotiation of the franchise terms and a written communication
from the US Company to the effect of relaxing Sankalp Retail’s obligation of not initiating any other retail
initiatives.

It is agreed between the parties under the Subscription Agreement that the obligation of the Company to
subscribe to the Subscription Shares will arise only if all the representation and warranties continue to be
correct and true as on completion date.

Pursuant to this Subscription Agreement, Sankalp Retail shall grant right to such number of warrants to the
Company that shall be exercisable by the Company into equity shares at par value such that post conversion
of such warrants the Company’s weighted average cost price per Subscription Share and equity share
issued on exercise of the warrants is lower of Rs. 50.25 per equity share having a face value Rs. 10 adjusted
proportionately for any dilution or any share split, issue of bonus shares, share dividends, consolidation of
shares, combinations, recapitalizations and such other events and five times the Company’s earnings per
Equity Share for the financial year ended March 31, 2011 calculated on a fully diluted basis. The warrants
are due for conversion on March 31, 2011 in accordance with conditions prescribed in the Subscription
Agreement.

D. Shareholders Agreement between Sankalp Retail Value Stores Private Limited, its Promoters,
Neem Tree Capital Private Limited (“NTCPL”) and our Company

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A Shareholders Agreement (“SHA”) was entered into on October 26, 2007 between Sankalp Retail Value
Stores Private Limited (“Sankalp Retail”), its promoters, NTCPL and our Company in order to determine
the participation in respect of the management and governance of Sankalp Retail.

The SHA provides that any further issue or offer of securities by Sankalp Retail shall be issued to the
Shareholders in accordance with the then existing ratio of shareholding of the Shareholders to the total
paid-up equity share capital on a fully diluted basis. Such right to first offer may be exercised either by the
parties itself and/or through its Affiliates, provided a Deed of Adherence as annexed to the SHA is
executed. In the event a Shareholder does not exercise its right within the election period of 14 days from
the date of issue of such notice, the other subscribing shareholders shall have a right to subscribe,
proportionate to their shareholding, to such un-subscribed securities. Such right of first offer shall also
apply in the event of transfer of securities of Sankalp Retail by the promoters or NTCPL or our Company.

In the event of further issue of any additional securities by Sankalp Retail at an effective price per security
which is below the Dilutive Price or in the event of any share split, issue of bonus shares, share dividends,
consolidation of shares, combinations, recapitalisations and such other events (each an “anti-dilution
event”), the promoters shall cause Sankalp Retail to issue additional securities to the Company at the
minimum legally permissible price such that after such issue, the average price per security paid by the
Company for the securities held by them after such issue or sale as the case may be, is equal to the effective
price per security for the issuance of such additional securities by Sankalp Retail. Such shares issued shall
rank pari passu with the existing Shares having the same rights as the subscription shares. For this purpose,
the Convertible Instruments shall be assumed to have been converted into such number of Equity Shares as
are computed by dividing the Convertible Investment by 25% of the price per Share for the new securities
proposed to be issued by the Company.

During the term of the SHA, it is agreed that Sankalp Retail shall have the right to implement the existing
ESOP whereby Sankalp Retail shall issue such options to its employees and the employees shall have the
right to exercise the option to subscribe to its equity shares as per the existing ESOP. It is further agreed by
the Parties that the promoters shall have complete discretion as to the manner in which the existing ESOP is
to be framed, implemented or operated including deciding upon the employees to whom such option is to
be granted. However, the promoters shall not be allowed to issue any options under the existing ESOP
either to themselves or to any of their Affiliates. However, in the event Sankalp Retail intends to introduce
any employee stock option scheme other than the existing ESOP, the same shall be implemented by
Sankalp Retail with the prior written consent of a director nominated by the Company.

Under the SHA, it is agreed between the parties that they shall not transfer directly or indirectly any
securities or any legal or beneficial interest in the securities in a manner contradictory to the SHA and any
transfer other than in a manner as set out in the agreement will be null and void. It is further agreed that the
Promoters shall not transfer any shares or derivative securities until the Qualified Initial Public Offering
(“QIPO”) unless consented in writing by our Company. However, the parties shall be entitled to transfer
their securities to their respective Affiliates on execution of a Deed of Adherence.

It is agreed, that in the event of transfer of any securities of Sankalp Retail by the promoters and NTCPL or
issue of securities by Sankalp Retail to any person such that pursuant to such transfer the person acting
individually or in concert with another person becomes entitled to 26% of the total voting rights of Sankalp
Retail, the promoters and/or NTCPL shall issue a written notice to the Company. The Company may at its
discretion transfer all its securities to such person at a price per security that is higher of (i) the price paid to
the promoters and/or NTCPL by such transferee; or (ii) the highest price previously paid by such person for
securities; or (iii) four times the weighted average price per share for allotment of equity shares paid by the
Company for the subscription shares and the conversion shares. Further the transfer by such entities shall
be subject to restrictions on transfer and the Right of First Refusal set forth in the SHA.

Under the SHA the parties have agreed that in case of transfer of securities by the promoter(s), NTCPL and
our Company shall be entitled to ‘Tag Along rights’ whereby a written notice will be issued to the
Company and NTCPL and the Company and NTCPL may at their own discretion require the Promoter(s)

73
selling their securities in Sankalp Retail to transfer the proposed securities only if the proposed purchaser
agrees to purchase securities from the Company and NTCPL.

Pursuant to the SHA, so long as our Company holds at least 10% of the securities on a fully diluted basis, it
has the right to nominate such number of nominees to the board of Sankalp Retail as represents the pro rata
share of the Company on a fully diluted basis out of the maximum permitted number of directors
constituting the entire board of Sankalp Retail, such number of directors not being less than two. In the
event the Company holds at least 5% of the securities on a fully diluted basis it can nominate one director
on the board of Sankalp Retail. For this purpose the Convertible Instruments shall be converted into such
number of equity shares as are computed by dividing the Convertible Investment by the price per share for
the issuance of subscription shares to the Company. Under this agreement, so long as NTCPL holds at least
10% of the shareholding in Sankalp Retail, it can nominate one director. The remaining directors on the
board shall be appointed by the promoter(s).

No resolution shall be passed or decision taken by the board of directors of the Sankalp Retail pertaining to
any of the matters listed in Annexure II to the SHA, unless an affirmative vote of at least one director
appointed/nominated by Management Shareholders (Sankalp Consumer Products Private Limited, Mr.
Unmesh Kamdar, Mr. Umesh Asher and Mr. Milind Govilkar) and the Company is obtained for it to be
validly passed or taken. If any of the directors, whose affirmative vote is required in relation to resolution
pertaining to matters in Annexure II to the SHA, is restricted by virtue of the provisions of section 297 of
the Companies Act or any other law; then decisions in relation to such matters shall only be taken at the
general meeting of shareholders.

Moreover, no shareholders’ resolution shall be passed in relation to the matters specified in Annexure II to
the SHA, unless an affirmative vote of the Company (so long as it holds 5% of the securities on a fully
diluted basis) and the Management Shareholders is obtained. In the event that such affirmative vote cannot
be obtained, status quo shall be maintained on the relevant matter.

Further it is agreed between the parties that the Company shall have the right and not an obligation to offer
for sale part/all of its shares in the QIPO proposed by Sankalp Retail and its Promoters. It shall have a right
to offer more than its shareholding in Sankalp Retail on a fully diluted basis in the QIPO. Also, in the event
listing of the shares of Sankalp Retail is not achieved with the Relevant Exchange within the specified
period of sixty three months from the Effective Date, Company is entitled to dispose or transfer some or all
of their shareholding to a third party without any restriction.

If at the end of sixty six months from the Effective Date, Sankalp Retail has not completed the Offer for
Sale and the Company continues to hold the securities as no exit alternative is offered by Sankalp Retail
and its Promoters, it holds the right to sell, transfer or dispose of all their shareholding in Sankalp Retail to
a third party without any restriction and require the Promoters and NTCPL to sell all or any of their
securities to the third party.

Further the SHA provides that in case of any liquidation, dissolution or winding up, either voluntary or
involuntary or any sale of all or substantially all the assets or erosion of 50% or more of the net worth of
Sankalp Retail, the Company shall have the right to either exercise a put option on the Promoters for sale of
its securities in Sankalp Retail to its Promoters or require the liquidator to distribute to the Company the
total proceeds from the liquidation of Sankalp Retail after discharging liabilities of Sankalp Retail or
require Sankalp Retail to buyback Company’s securities such that it can receive an amount being the
highest of Investment Amount with all declared but unpaid dividends or book value of the securities of the
Sankalp Retail held by the Company or fair value of the securities of the Sankalp Retail held by the
Company as assessed by a mutually agreed independent valuer.

The SHA also provides that as along as the Company holds 2% of the shareholding in Sankalp Retail, the
Promoters or any of its Affiliates shall not engage directly or indirectly in the wholesale or retail of
products or any business which can reasonably be construed as similar or same to the business of Sankalp
Retail except in case of sales of domestically procured merchandise made through Canteen Stores
Department.

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E. Securities Purchase Agreement between the Company and Pantaloon Retail (India) Limited

The Company and Pantaloon Retail (India) Limited (“PRIL”) have entered into a securities purchase
agreement dated January 31, 2008 (the “SPA”). PRIL intends to sell and the Company desires to purchase
from PRIL 2,414,000 fully paid-up equity shares of FootMart Retail (India) Limited (“FRIL”) (“Shares”),
which is slightly less than 50% of the share capital of FRIL held by PRIL. In terms of the SPA, the Shares
shall be sold for a consideration of Rs. 60,350,000. The consideration shall be paid in three instalments as
below:

(i) Rs. 1,000,000 upon the date of execution of the SPA;

(ii) Rs. 5,035,000 on the closing date; and
(iii) Rs. 54,315,000 on or before the expiry of 180 days from the closing date.

The completion of the sale and purchase of Shares is subject to conditions precedent which include:

(a) Receipt by PRIL from the Company of approval of the board of directors of the Company for the
purpose of acquisition;
(b) Receipt by PRIL from the Company and vice-versa of a certificate to the effect that the
representations and warranties in the SPA, were true and correct as at the Execution Date and
remain so, at the Closing Date except to the extent that such representations and warranties were
made as at a specific date.
(c) Receipt by the Company of a no-objection certificate issued by Liberty Shoes Limited (“LSL”) -
the other shareholder of FRIL permitting the sale of Shares and waiving any purchase rights in
respect of Shares under the Joint Venture Agreement dated November 30, 2005 between FRIL,
PRIL and LSL.
(d) Receipt by the Company of letter permitting the sale from each of the lenders of FRIL.

The Company may be required to adhere to the following joint venture agreement once the securities
purchase as stated above has been completed on satisfaction of the conditions precedent.

Joint Venture Agreement between Pantaloon Retail (India) Limited, Liberty Shoes Limited and
FootMart Retail (India) Limited

Pantaloon Retail (India) Limited (“PRIL”), Liberty Shoes Limited (“LSL”) (collectively “Shareholders”)
and FootMart Retail (India) Limited (“FRIL”) entered into a Joint Venture Agreement dated November 30,
2005 (“JVA”). FRIL increased its authorised, issued and paid up share capital to Rs. 250,000,000 from the
initial authorised share capital of Rs. 500,000. The parties entered into the JVA to define their mutual rights
and obligations, set out the terms and conditions of the subscription by PRIL and LSL to the shares of PRIL
and govern their relationship as shareholders of FRIL inter se and as well as with FRIL. In accordance with
the JVA; initially 25,500 shares (51%) of FRIL (“Shares”) were issued to PRIL and 24,500 Shares (49%)
were issued to LSL. The balance shares were issued to PRIL and LSL on a rights basis.

In terms of the JVA FRIL was required to establish a retail chain to sell footwear, accessories and other
related products in India. The JVA contained various other provisions including those relating to business
plans, shareholder support to FRIL, non-compete clause, capital requirement financing, dividend policy,
management rights, transfer of Shares and termination.

Non-Compete: In terms of the JVA; the Shareholders, for the duration of their shareholding or of their
permitted transferee holding shares beneficially, directly or indirectly, and for a duration of two years after
such Shareholder ceases to do so, shall not and use its reasonable to procure that its affiliates shall not:
(i) enter into a joint venture with any person who is engaged in business that is or is likely to be in
competition with the business of FRIL. However, LSL (and its subsidiary Liberty Retail
Revolutions Limited) and Planet Sports Private Limited, an affiliate of PRIL shall not be
restrained to operate through their franchisee, distributors, exclusive stores or license agreements,
as the case may be; and

75
(ii) entice or solicit or attempt to entice or solicit any executive, manager or other senior employee of
any group company to terminate his/her employment.

Right of first refusal and tag along right: In the event that either shareholder subsequent to the expiry of the
lock-in period proposes to transfer shares held by it (“Offered Shares”) to a person not being a permitted
transferee (“Prospective Shareholder”), such shareholder (“Selling Shareholder”) shall first offer to sell the
Offered Shares by sending a notice of the offer to the other shareholder (“Non-selling Shareholder”),
irrevocably offering to sell Offered Shares to the Non-selling Shareholder for cash. On receipt of the notice
the Non-selling Shareholder shall have the option to either accept the offer or send a notice to the Selling
Shareholder requiring the Selling Shareholder to cause the Prospective Shareholder to purchase all or any
of the shares held by the Non-selling Shareholder on terms no less favourable than those offered by the
Prospective Shareholder to the Selling Shareholder. In the event that the Non-selling Shareholder does not
exercise its option to send notice either accepting the offer or to exercise the tag along right, the Selling
Shareholder shall be free to sell the Offered Shares to the Prospective Shareholder within a period of 60
calendar days of the expiry of offer period for a price and on terms no more favourable to the Prospective
Shareholder than those offered to the Non-selling Shareholder and the Prospective Shareholder shall
execute the Deed of Adherence.

Capital requirements and financing: Any further investment in FRIL by the Shareholders by way of equity,
unsecured loans or otherwise will be raised in proportion of their shareholding inter-se in FRIL. Neither
Shareholder may dilute the equity shareholding percentage of the other Shareholder, unless both the
Shareholders have agreed to such dilution in writing.

Management: The board of directors of FRIL (the “BoD”) shall comprise of 4 directors out of which 2
shall be appointed by PRIL and 2 by LSL. Subject to mutual agreement, the Shareholders may increase the
number of directors from time to time upto a maximum of 12 directors. The composition of the BoD shall,
however, be an even number with each Shareholder appointing an equal number of such directors. The
Shareholders shall jointly nominate such number of independent directors as are required by applicable
law.

The BoD shall meet at east once every three months in New Delhi, Bangalore or Mumbai or such other
place as agreed in writing. Unless agreed to the contrary by each nominee director of each Shareholder, a
notice of at least 15 days shall be provided prior to each meeting of the BoD.

Transfer of Shares: In terms of the JVA, the Shares shall be locked-in for a period of three years
commencing on the closing date, except as specifically agreed to by the parties in writing. However, either
Shareholder could transfer its shares to a permitted transferee, subject to such permitted transferee
undertaking to be bound by the terms and conditions of the JVA and executing the Deed of Adherence. The
JVA has defined permitted transferee, in relation to any party, as any company, person or other entity
which directly or indirectly controls, is controlled by or is under common control with such party.

F. Share Subscription Agreement between the Company, SSIPL Retail Private Limited and others

Mr. Rishab Soni, Mr. Ashok Mathur, Mr. Sunil Taneja (“Promoters”), SSIPL Retail Private Limited
(“SSIPL”) and the Company (collectively, the “Parties”) have entered into a Share Subscription Agreement
dated December 17, 2007 (the “SSA”). SSIPL is engaged in the business of single brand retailing of 'Nike'
products, multi brand wholesaling of footwear, sportswear, boots, slippers, sandals, athletic shoes and
apparels and manufacturing and distribution of footwear etc.

The Promoters held 65.37% of the paid-up equity share capital of SSIPL. In terms of the SSA, the
Company agreed to subscribe to 1,218,394 equity shares of SSIPL at a price of Rs. 82.08 per equity share
aggregating to Rs. 100,005,780 such that post-subscription the Company would hold 5.56% of the post-
issue paid-up equity share capital of SSIPL.

The SSA was entered into by the Parties to record their respective representations, warranties, undertakings
and covenants in respect of the issue and allotment to, and subscription by, the Company of the equity

76
shares of SSIPL. The SSA contains various customary clauses relating to representations, warranties,
covenants and indemnification.

Addendum to the Share Subscription Agreement

Mr. Rishab Soni, Mr. Ashok Mathur, Mr. Sunil Taneja (“Promoters”), SSIPL Retail Private Limited
(“SSIPL”) and the Company (collectively, the “Parties”) entered into an Addendum to the Share
Subscription Agreement dated December 17, 2007 (the “ASSA”) to supplement the Share Subscription
Agreement dated December 17, 2007 (the “SSA”). The Parties agreed that in lieu of the subscription price
paid under the SSA by the Company, SSIPL shall also issue to the Company one fully paid-up investor
performance warrant convertible into fully paid equity shares of SSIPL (“IPW”). The equity shares issued
to the Company on conversion of the IPW shall be fully paid, free from all encumbrances and rank pari
passu in all respects with outstanding equity shares of SSIPL. In terms of the ASSA, the issuance of the
IPW was subject to the fulfilment of conditions precedent on or before December 31, 2007. The conditions
precedent included the receipt of a financial opinion from the third party agencies, appointed by the
Company to conduct financial due diligence on SSIPL and SSIPL Luxury Fashion Private Limited for the
period ending September 30, 2007 (“Financial Due Diligence”).

In terms of the ASSA, during the period between the signing of the ASSA and the warrant exercise date:

(a) SSIPL shall promptly advise the Company in writing of anything that could have result material
adverse event or a breach of ASSA.
(b) The Promoters shall ensure that SSIPL does not enter into any commitment or transaction or do
anything on behalf of SSIPL which is in contravention of ASSA, SSA and the Put Option
Agreement dated December 17, 2007 (the “POA”), except transactions/actions in the ordinary
course of business.
(c) The Promoters undertake to procure that SSIPL shall not pass any resolutions which are not
contemplated by the ASSA, SSA and the POA, except those in the ordinary course of business.
Further, SSIPL shall provide certified copies of all resolutions passed prior to the warrant exercise
date to the Company.

The Company shall have unfettered rights to convert IPWs, based on the audited accounts of SSIPL for the
period ending September 30, 2007 and Financial Due Diligence, in the following manner:

(i) In the event that the EBIDTA for the period ending September 30, 2007 falls below the threshold
limit the Company’s right to convert the IPWs into equity shares shall become automatically
applicable. The threshold limit shall be the limit wherein the cumulative EBIDTA of SSIPL,
Sports Station India Private Limited and SSIPL Luxury Fashion Private Limited put together for
the half year ending September 30, 2007 as per the audited accounts of the Company is Rs. 6 crore
or more (the “Threshold Limit”).
(ii) The extent to which the IPWs shall be eligible for conversion into equity shares will depend
EBIDTA for the period ending September 30, 2007 and will be such number of further equity
shares issued that allows Company ownership to increase by 2% of the initial subscription held by
investors for every drop in EBIDTA by 1% from the Threshold Limit and all such further issues
shall be at par.
(iii) In the event that on December 31, 2007; the EBIDTA for the period ending September 30, 2007
does not fall below the Threshold Limit the Company agrees that its right to convert the IPW into
equity shares shall automatically and the Company shall return the IPW to SSIPL in the manner
mutually agreed between the Parties.
(iv) In relation to the conversion of IPWs, no fractional equity shares shall be issued and the number of
number of equity shares to be issued shall be rounded to the next highest whole number. Further,
the equity shares issued on conversion of IPWs shall be fully paid-up, free from any encumbrances
and rank pari passu. SSIPL shall ensure that the conversion of IPW shall be in accordance with all
applicable law and that all relevant authorisations shall be obtained/filed.

77
The ASSA contains various customary clauses relating to representations, warranties, covenants and
indemnification. If the Company becomes eligible to convert the IPWs into equity shares of SSIPL, the
following shall be transacted in the order below and would be deemed to have been performed
simultaneously:

(a) SSIPL shall hold a meeting of its board of directors (the “Board”) to ratify the transaction,
recording the issue and allotment of equity shares to the Company, entering the name of the
Company as beneficial holder in the register of shareholders.
(b) Pursuant to the resolution of the Board as stated above, the Board shall issue to the Company the
allotment letter and deliver duly executed and authenticated share certificates.
(c) SSIPL and the Promoters shall execute an undertaking in favour of the Company stating that the
representations and warranties contained in the SSA are true, correct and not misleading as at the
warrant exercise date.

SSIPL shall further undertake conditions subsequent which include corporate filings with the concerned
RoC and any other person, in accordance with law, within 30 days of issue of equity shares to the Company
and compliance with all permits, consents and/or approvals received by it for the conduct of its business.

Any dispute arising in relation to the ASSA shall, at the first instance, be subjected to negotiated
settlement. On failure to settle the dispute through negotiations, such dispute shall be settled under the
Arbitration and Conciliation Act, 1996 by a panel of three arbitrators, both the parties appointing one
arbitrator each and the third arbitrator to be appointed by the two arbitrators so appointed. The place of
arbitration shall be New Delhi and the language shall be English.

Put Option Agreement

Mr. Rishab Soni, Mr. Ashok Mathur, Mr. Sunil Taneja (“Promoters”), SSIPL Retail Private Limited
(“SSIPL”) and the Company (collectively, the “Parties”) have entered into a Put Option Agreement dated
December 17, 2007 (the “POA”). The Company had subscribed to the equity shares of SSIPL through
Share Subscription Agreement dated December 17, 2007 and subscribed to equity shares of SSIPL
constituting 5.56% of the equity share capital of SSIPL. The Parties entered into the POA with the principal
objective of granting specific rights to the Company in the event that SSIPL and Promoters fail to complete
an IPO on the terms and conditions and in the manner set forth in the POA and further, to provide
additional safeguards to the Company to safeguard its investment in SSIPL.

The Company had invested in SSIPL based, inter alia, on the undertaking of SSIPL and the Promoters to
complete an initial public offering of SSIPL’s equity shares (“IPO”) within a period of one year from the
closing date (“Deadline Date”). Further, the terms of the POA, also mandate that SSIPL shall ensure its
IPO is completed within a period of 12 months from the closing date.

The SSIPL and the Promoters have covenanted to the effect that the IPO price shall not be less than the
valuation and rate underlying the investment by the Company in terms of the Share Subscription
Agreement dated December 17, 2007 (the “SSA”) unless the following conditions are fulfilled:

(i) SSIPL and the Promoters obtain prior written consent of the Company for completion of the IPO
at such lower valuation;
(ii) SSIPL and the Promoters procure the issuance of additional shares to the Company as may be
necessary to ensure that the investment by the Company in SSIPL is at such lower price. The
additional shares issued to the Company shall be fully paid, free from all encumbrances and rank
pari passu in all respects with other equity shares of SSIPL in issue on the date of allotment;
(iii) SSIPL and the Promoters shall disclose their aforestated obligations to the investment banks
appointed for the IPO, ensure that appropriate disclosures in this regard are made in all the offer
documents for the IPO including any draft offer document and all approvals from the Securities
and Exchange Board of India (“SEBI”), relevant stock exchanges or any other regulatory authority
are obtained in this context.

78
SSIPL and the Promoters have undertaken to effect the conversion of preference shares and promoter
warrants into equity shares on or before the filing of prospectus or offer document with SEBI or the
relevant stock exchanges at a price agreed between the preference shareholders and promoter warrant
holders under their respective agreements. Further, no bonus equity shares shall be issued by SSIPL in lieu
of any dividend payable by SSIPL with respect to the preference shares.

The Parties agreed that the Company is not promoter of SSIPL and the Parties shall take all reasonable
steps necessary and permissible under the applicable law with the objective that the Company is not named
as promoters of SSIPL in any documents filed or prepared in connection with the IPO, unless consented to
in writing by the Company. Further, the equity shares of SSIPL held by the Company shall not locked-in
for promoter’s contribution. However, in case the equity shares held by the Company are subjected to a
lock-in in connection with the IPO, then the Promoters shall first offer the equity shares held by them for
the lock-in. The Company shall not be required to give any representation, warranty or indemnity in
connection with the IPO, other than that the shares held by the Company, if any offered in the IPO, have a
clear title.

In the event of failure by SSIPL to complete the IPO, the Company shall have the option (“Put Option”)
exercisable to require the promoters to purchase all or some of the equity shares of SSIPL held by the
Company at a price that provides the Company minimum return of 15% per annum calculated on an IRR
basis after adjusting for any dividends (excluding dividend tax paid by SSIPL) received by the Company in
the interim. The Put Option may be exercised at any time by way of a single put during the period
commencing from the Deadline Date and ending on the expiry of six months from the Deadline Date by
serving a notice on the Promoters in accordance with the terms of the POA. To the extent that the Company
exercises the Put Option, the Promoters shall be irrevocably bound to purchase the relevant equity shares
and the completion of transfer shall take place at the offices of SSIPL in New Delhi at 5 p.m. on the 30th
business day from the receipt of put notice by the Promoters.

The POA shall automatically terminate on the earlier of any of the following:

(i) listing of the equity shares of SSIPL on a recognised stock exchange;

(ii) transfer of all the equity shares held by the Company to the Promoters in accordance with the Put
Option;
(iii) expiry of the put option period;
(iv) the mutual consent of all the parties.

Any dispute arising in relation to the POA shall, at the first instance, be subjected to negotiated settlement.
On failure to settle the dispute through negotiations, such dispute shall be settled under the Arbitration and
Conciliation Act, 1996 by a panel of three arbitrators, both the parties appointing one arbitrator each and
the third arbitrator to be appointed by the two arbitrators so appointed. The place of arbitration shall be
New Delhi and the language shall be English.

G. Securities Purchase Agreement between the Company and Pantaloon Retail (India)

The Company and Pantaloon Retail (India) Limited (“PRIL”) (the “Parties”) entered into Securities
Purchase Agreement dated January 31, 2008 (the “SPA”). Under a Joint Venture Agreement dated July 20,
2007, as modified by amendment dated October 8, 2007, between PRIL and Axiom Telecom LLC (“ATL”)
(the “JVA”), PRIL had invested in Convergem Communication (India) Limited (“CCIL”) to the extent of
50% of the share capital of CCIL. PRIL intended to sell to the Company and Company intended to
purchase 10,000,000 fully paid up equity shares of CCIL (“Sale Securities”) constituting 50% share capital
of CCIL, being held by PRIL.

In terms of the SPA, the Company is required to pay an aggregate consideration of Rs. 140 crore to PRIL,
payable in the following manner:

(i) Rs. 14,000,000 at the time of execution of the SPA;

(ii) Rs. 86,000,000 on the closing date; and

79
(iii) Rs. 1,300,000,000 on or before the expiry of 180 days from the closing date.

The completion of the sale and purchase of the Sale Securities is subject to the following conditions
precedent:

(i) receipt by PRIL of the final approval of the board of directors of the Company for the purpose of
acquisition;
(ii) receipt by PRIL from the Company and vice-versa of a certificate to the effect that the
representations and warranties in the SPA, were true and correct as at the Execution Date and
remain so, at the Closing Date except to the extent that such representations and warranties were
made as at a specific date;
(iii) receipt by the Company from PRIL of the certified copy of a resolution of board of directors of
PRIL ratifying/approving the SPA and authorising the persons signing the SPA and other related
documents on its behalf to do so;
(iv) receipt by the Company of a no-objection certificate issued by ATL permitting the sale of Sale
Securities at a value of Rs. 1,400,000,000 and waiving any purchase rights in respect of Sale
Securities under the JVA and letter from each of the lenders to CCIL approving the proposed
transfer of the Sale Securities in favour of the Company.
(v) execution of documents, as may be required, to record the completion of conditions precedent and
to effect the transfer of Sale Securities.

On the fulfilment of conditions precedent to the satisfaction of the Parties, the Parties shall proceed to
complete the transfer of Sale Securities no later than 14 days from the fulfilment of conditions precedent.

The SPA contains various customary clauses relating to representations, warranties, covenants and
indemnification.

Joint Venture Agreement between Axiom Telecom LLC, Pantaloon Retail (India) Limited and
Convergem Retail (India) Limited

Axiom Telecom LLC (“ATL”), Pantaloon Retail (India) Limited (“PRIL”) and Convergem Retail (India)
Limited (“CRIL”) (the “Parties”) entered into a Joint Venture Agreement dated July 20, 2007 (the “JVA”).
The Parties agreed to carry on the business as detailed in the JVA including wholesale distribution of
mobile handsets, accessories and service centres and for this purpose have agreed to establish a joint
venture company. The Parties entered into the JVA to set out their understanding and agreement for the
venture and also as shareholders of CRIL.

The Parties shall ensure that the articles of association and memorandum of association of CRIL are
amended, if required, to reflect the terms and conditions of the JVA. Further, the understanding reflected in
the JVA shall prevail in case of any ambiguity /inconsistency between the JVA and any other document or
agreement. In terms of the JVA the Parties are to contribute to the growth of CRIL and the business thereof,
inter alia, in the following ways:

(i) ATL shall provide technical know-how, share knowledge on major business processes and
systems, use its world wide sourcing abilities and its ability to maintain and operate authorised service
centres in the most efficient manner; and

(ii) PRIL shall provide the required assistance in infrastructure, logistics, real estate requirements,
knowledge of local market and knowledge of the government regulations and the implementation thereof.

(iii) CRIL shall use branding of ATL or one of its brands and will co-brand with PRIL or one of
its brands as the Parties may mutually agree and such brands shall be licensed to CRIL under mutually
acceptable branding terms.

The JVA was subject to the fulfilment of conditions precedent no later than 60 days from the signing of the
JVA. At closing the following events took place:

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(i) PRIL and/or affiliates paid Rs. 100,000,000 towards its initial equity shares in consideration of the
initial equity shares of CRIL being subscribed. Provide that PRIL shall not be required to pay to the extent
of Rs. 25,200,000, being the share capital already subscribed by PRIL.
(ii) ATL and/or its affiliates shall pay Rs. 1,050,000,000 towards its initial equity shares including Rs.
950,000,000 towards premium payable on such initial equity shares in consideration of the initial equity
shares of CRIL being subscribed.
(iii) The board of directors of CRIL convened a meeting to issue and allot initial equity shares to PRIL
and ATL, constitute the board of directors and committees thereof, approve and adopt the business plan,
approve and adopt amendments to articles of association, convene an extraordinary general meeting at
shorter notice to approve and adopt the amendments to articles of association as adopted by the board of
directors.

CRIL made the necessary filings and/or declarations in accordance with law in respect of allotment of
shares in favour of ATL. The Parties formulated a detailed strategic business plan in accordance with
template annexed to the JVA which will be reviewed on an annual basis. Any additional funding
requirements of CRIL shall be met, with the consent of the Parties, in the following manner and sequence:

(i) from its business operations;

(ii) through secured borrowings from public, private and multi-lateral lending institutions and
agencies;
(iii) financing from third parties, including through supplier credit or vendor financing;
(iv) from additional capital contribution of each shareholder or its affiliate or by provision of
shareholder loans; and
(v) through an issue of shares to third parties.

In the event that a shareholder determines that CRIL requires additional share holders equity, such
shareholder can through its nominated director procure CRIL to make a rights offering. The shareholders
shall subscribe, under intimation to other shareholders, to their rights entitlement within a period of 30 days
from the date of the rights offer. CRIL or PRIL shall be entitled to renounce its rights entitlement in favour
of an affiliate provided that such affiliate will agree to be bound by the provisions of the JVA and such
affiliate and the relevant Party to the JVA shall be deemed to constitute a single party. In the event that by
the last day of the rights offer period any Party neither exercises its rights entitlement nor renounces it,
either in part or in full, the other Party shall have the right to subscribe for the equity shares of CRIL
equivalent to the equity shares in respect of which the rights entitlement has not been exercised/renounced.

In the event either Party is unable to fund its part of shareholder funds, as agreed to in business plans or
otherwise, due to restrictions imposed by Indian law, then the Parties shall not proceed with such funding
arrangement.

The JVA contained various other provisions including those relating to board of directors, general
meetings, transfer of shares, confidentiality, non-compete and non-solicit, indemnification, term and
termination and governing law and dispute resolution.

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 OUR MANAGEMENT

Board of Directors:

Under the Articles of Association, we cannot have less than 3 and more than 12 Directors. We currently
have six Directors. The following table sets forth details regarding our Board as of the date of filing the
Draft Red Herring Prospectus with SEBI.

Name, Father’s Name, Designation, Age Nationality Other Directorships

Address, Occupation and Term (Years)

Mr. G.N. Bajpai 65 Indian • Future Capital Holdings

(S/o Mr. Bans Gopal Bajpai) Limited
• Emaar MGF Land Limited
Chairman, Independent and Non- • Epitome Global Services
Executive Director Private Limited
• Future Generali Insurance
131, Shaan Apartments Company Limited
K.D. Marg, Opp. Kirti College • Future Generali Life Insurance
Prabhadevi, Mumbai – 400 028, India Company Limited
• Informerics Valuation &
Profession: Business Rating Private Limited
Term: Retires by rotation
• Intuit Consulting Private
DIN: 00946138
Limited
• Invent Assets Securitisation
and Reconstruction Company
Private Limited
• Mandhana Industries Limited
• The Dhanalaxmi Bank Limited
• Apnaloan.com Services Private
Limited
• Nitesh Estates Private Limited
• Indivision Investment Advisors
Limited
• Kshitij Investment Advisory
Company Limited
• IDE India

Mr. Kishore Biyani 47 Indian • Acute Realty Private Limited

(S/ o Mr. Laxminarayan Biyani) • Anchor Malls Private Limited
• Bartraya Mall Development
Managing Director Company Private Limited
• BLB Mall Management
406, Jeevan Vihar Company Private Limited
Manav Mandir Road • Chaste Investrade Private
Mumbai – 400 006 Limited
• Erudite Trading Private
Profession: Entrepreneur Limited
Term: Non-retiring (Term as Managing
• Future Capital Holdings
Director – 5 years)
Limited
DIN: 00005740
• Future Brands Limited
• Future Generali India
Insurance Company Limited
• Future Generali India Life

82
Name, Father’s Name, Designation, Age Nationality Other Directorships
Address, Occupation and Term (Years)

Insurance Company Limited

• Future Media (India) Limited
• Galaxy Entertainment
Corporation Limited
• Galaxy Rain Restaurants
Private Limited
• Home Solutions Retail (India)
Limited
• Jagran Prakashan Limited
• KB Mall Management
Company Limited
• Kumar Housing & Land
Development Limited
• Manz Retail Private Limited
• Naman Mall Management
Company Private Limited
• New Horizon Retail Private
Limited
• Nishta Mall Management
Company Private Limited
• Pantaloon Industries Limited
• Pantaloon Retail (India)
Limited
• Simpleton Investrade Private
Limited
• Srishti Mall Management
Company Private Limited
• Unique Malls Private Limited
• UTV Software
Communications Limited
• Winner Sports Private Limited
• Varnish Trading Private
Limited

Sameer Sain 37 Indian • Future Capital Holdings

(S/ o Mr. Sushil Kanwar Sain) Limited
• Aparna Commercial Holdings
Non-Independent Non-Executive Private Limited
Director • Boussard and Gavaudan
Holdings Limited
1302, Narain Terraces • Future E-Commerce
Union Park Road Infrastructure Limited
Bandra (West) • Future Media (India) Limited
Mumbai – 400 050 • Indivision Investment Advisors
Entrepreneur Limited
• Kshitij Investment Advisory
Term: Retires by rotation
Company Limited
• Nashik Vintners Private
DIN: 01164185
Limited
• Ravindranath GE Medical
Associates Private Limited

83
Name, Father’s Name, Designation, Age Nationality Other Directorships
Address, Occupation and Term (Years)

• Future Finance Limited

• Pingaksh Realty Private
Limited

Dhanpal A. Jhaveri 39 Indian • Future Capital Holdings

(S/o Mr. Arvind Jhaveri) Limited

Non-Independent Non-Executive
Director

2, Sumangal,
13 Ridge Road,
Malabar Hill,
Mumbai- 400 006

Profession: Company Executive

Term: Retires by rotation
DIN: 02018124

Mr. Anil Harish 53 Indian • Hotel Leelaventure Limited

(S/o Mr. D.M. Harish ) • Pantaloon Retail (India)
Limited
Independent and Non-Executive • Hinduja Ventures Limited
Director • Mahindra Lifespace
Developers Limited
13, CCI Chambers, 1st Floor, • Ador Welding Limited
Dinshaw Wacha Road, Churchgate, • Unitech Limited
Mumbai 400 020
• Advani Hotels and Resorts
(India) Limited
Profession: Advocate
• Valecha Engineering Limited
Term: Retires by rotation
• Mukta Arts Limited
DIN: 00001685 • K. C. Maritime (India) Limited
• Galaxy Entertainment
Corporation Limited
• HTMT Global Solutions
Limited
• Pride Hotels Limited
• Mantri Chandak Constructions
Limited
• Trans Atlantic Consultants
Private Limited
• Trans Atlantic Trading Private
Limited
• Sherbrook International Private
Limited
• Quantum Advisors Private
Limited
• Helpyourngo.com (India)
Private Limited
• Freight Connection (India)
Private Limited

84
Name, Father’s Name, Designation, Age Nationality Other Directorships
Address, Occupation and Term (Years)

• Torm Shipping India Private

Limited
• Eurasia Travel Services Private
Limited
• Paramount Shipping &
Management Private Limited
• Bernhard Schulte Shipping
(India) Private Limited
• Eurasia Maritime Management
(India) Private Limited
• Cenmar Maritime Agencies
(India) Private Limited
• Loire Marine Services Private
Limited
• Blue Rose Investments Private
Limited
• Mordril Properties (India)
Private Limited
• Ges Seaco India Private
Limited
• Bharti AXA Investment
Managers Private Limited

Mr. Rakesh Jhunjhunwala 47 Indian • Aptech Limited

(S/o Mr. R. Jhunjhunwala ) • Aspire Human Capital
Management Private Limited
Independent and Non-Executive • BilCare Limited
Director • Bydesign India Private Limited
• Concord Biotech Limited
3, Sital Sagar, Sital Baug, • Geojit Financial Services
64, Walkeshwar Road, Limited
Mumbai 400 006
• Innovasynth Technologies (I)
Limited
Profession: Business
• Inventurus Knowledge
Term: Retires by rotation
Solutions Private Limited
• Metro Shoes Private Limited
DIN: 00777064
• Mid Day Multimedia Limited
• Nagarjuna Construction
Company Limited
• Ohm Educom Foundation
Private Limited
• Prime Focus Limited
• Provogue India Limited
• Tops Security Limited
• Viceroy Hotels Limited
• Virtual Marketing (India)
Private Limited

85
Brief Biographies:

Mr. Ghyanendra Nath Bajpai, aged 65, is the Chairman of the Company. He completed his Master of
Commerce degree from the University of Agra and his Bachelor of Laws degree from the University of
Indore. Mr. Bajpai had a distinguished career in the Indian financial sector. Mr. Bajpai has also been the
Chairman of SEBI, Life Insurance Corporation of India and the Corporate Governance Task Force of
International Organisation of Securities Commission and the Chairperson of the Insurance Institute of
India. He has also been a member of the Board of Directors of General Insurance Corporation of India,
ICICI Bank, Unit Trust of India, Axis Bank and Indian Railway Finance Corporation. Mr. Bajpai is a
member of Reserve Bank of India’s Standing Technical Committee on Financial Regulation and Board of
Advisors of Indian Army Group Insurance Fund. He has served in the Governing Board of the National
Insurance academy in the past. Mr. Bajpai is on the Board of Governors of the Indian Institute of
Management (Lucknow). He has delivered lectures at the London School of Economics, Harvard
University and the Massachusetts Institute of Technology. He has also addressed the Organisation of
Economics Co-operation and Development (OECD) and International Monetary (IMF). Mr. Bajpai has
written three books and was recently awarded, “Outstanding Contribution to the Development of Finance”.
He joined the Board of our Company on February 20, 2008.

Mr. Kishore Biyani, aged 47, is the Managing Director of the Company. He is a commerce graduate with
a post-graduate diploma in marketing management. He has over 25 years of experience in the field of
manufacturing and marketing of ready-made garments. He has received several awards including the ‘CEO
of the Year - 2001’, ‘the most Admired Retailer of the Year – 2004’, the ‘Retail Face of the Year - Images
Retail Awards 2005’ and the ‘E&Y Entrepreneur of the Year – Services – 2006’. He has been on the Board
of our Company since October 8, 2007.

Mr. Sameer Sain, aged 37, is a Non-Executive Director of the Company. He is a graduate in commerce
from University of Bombay and has a bachelor’s degree in Business Administration from the University of
Massachusetts at Amherst. He also holds a master degree in Business Administration from Cornell
University. He was formerly a Managing Director at Goldman Sachs International and was head of
Institutional Wealth Management and Special Investments Group (International). He has over 11 years of
experience with Goldman Sachs in New York and London. He has been on the Board of our Company
since January 28, 2008.

Mr. Anil Harish, aged 53 is an Independent and Non-Executive Director of the Company. He holds a
Masters in Law degree from the University of Miami, USA. He is the partner of D.M. Harish & Co.,
Advocates & Solicitors. He specializes in Income tax, FEMA and property matters. He is on the Board of
various companies like Hotel Leela Ventures Limited, Mahindra Gesco Developers Limited, Unitech
Limited, Hindu TMT Limited and Pantaloon Retail (India) Limited. He joined the Board of our Company
on February 20, 2008.

Mr. Rakesh Jhunjhunwala, aged 47 years is an Independent and Non-Executive Director of the
Company. He is a qualified Chartered Accountant. He has considerable experience in making investments
in equities and other ventures. Mr. Jhunjhunwala was profiled as one of India’s five best investors by
Business India magazine in 1998. He joined the Board of our Company on February 20, 2008.

Mr. Dhanpal A. Jhaveri, aged 39, is a Non-Executive Director of the Company. He is a Bachelor of
Commerce from the University of Mumbai and a Masters of Business Administration from Babson
College, Graduate School of Business in the United States. Mr. Jhaveri was earlier the director of Corporate
Strategy with Vedanta Resources and was responsible for the strategic development of the Vedanta Group.
His previous experiences have been in investment banking and corporate finance where he held positions of
head of Investment Banking and M&A advisory at ICICI Securities and was an Executive Director with
KPMG Corporate Finance. He has over 15 years experience in corporate finance and strategy. He joined
the Board of our Company on January 28, 2008.

86
Agreement with our Managing Director, Mr. Kishore Biyani

Under the terms of an agreement dated February 5, 2008, Mr. Kishore Biyani has been appointed as the
Managing Director of the Company for a period of five years with effect from February 5, 2008 to
February 4, 2013.

The Managing Director shall not be entitled to any remuneration. However, the Board of Directors,
including a committee thereof may, subject to the shareholders’ and other requisite approvals, approve to
pay remuneration to the Managing Director within the limits prescribed under the Companies Act. Further,
the Managing Director shall not be paid any sitting fee.

The Managing Director shall be entitled to terminate the agreement by resigning from the employment of
the Company by giving a six months’ written notice to the Company. The Company shall also be entitled to
terminate the agreement and the services of the Managing Director by giving him six months’ written
notice or pay in lieu thereof.

Interests of Promoters, Directors and Key Managerial Personnel

Except as stated in “Related Party Transactions” on page [●] of this Draft Red Herring Prospectus and to
the extent of shareholding in the Company, the Promoters and Promoter Group do not have any other
interest in the Company’s business.

Future Capital Holdings Limited (“FCH”), one of the Promoters of the Company, has entered into a
Consulting Advisory and Services Agreement dated February 20, 2008 with the Company and is entitled to
fees for the services rendered by it in accordance with the Consulting and Advisory Services Agreement.

FCH through letter dated August 27, 2007 has permitted the Company to use a non-demarcated portion of
premises located on 2nd Floor, FCH House, Peninsula Corporate Park, G K Marg, Lower Parel, Mumbai
400 013, from July 19, 2007 at a monthly payment of Rs. 75,000 commencing from October 1, 2007. The
Company has currently established its corporate office at the aforesaid premises.

FCH through letter dated January 24, 2008 has permitted the Company to use a non-demarcated portion of
premises located at Door No. 6/18, Nanganallur Co-op Bldg Soc., Chennai from February 15, 2008 at a
monthly fee of Rs. 25,000. The Company has currently established its registered office at the aforesaid
premises.

The Non-Executive Directors of the Company may be deemed to be interested to the extent of fees payable
to them for attending meetings of the Board or a Committee thereof as well as to the extent of other
remuneration and reimbursement of expenses payable to them under our Articles of Association. The
Managing Director may be deemed to be interested to the extent of any remuneration that may be paid to
him for services rendered by him as an officer of the Company pursuant to the agreement described in “--
Agreement with our Managing Director, Mr. Kishore Biyani” beginning on page [●] of this Draft Red
Herring Prospectus. Our Directors may also be regarded as interested in the Equity Shares, if any, held by
them or by the companies/ firms/ ventures promoted by them or that may be subscribed by or allotted to the
companies, firms, trusts, in which they are interested as Directors, members, partners, trustees and
Promoters, pursuant to this Issue.

The key managerial personnel of the Company do not have any interest in the Company other than to the
extent of remuneration or benefits to which they are entitled to as per their terms of appointment and
reimbursement of expenses incurred by them during the ordinary course of business.

Corporate Governance

We have complied with the requirements of the applicable regulations, including the listing agreement to
be entered in to with the Stock Exchanges and the SEBI Guidelines, in respect of corporate governance
including constitution of the Board and Committees thereof. The corporate governance framework is based

87
on an effective independent Board, separation of the Board’s supervisory role from the executive
management team and constitution of the Board Committees, as required under law.

We have a Board constituted in compliance with the Companies Act and listing agreement to be entered in
to with the Stock Exchanges and in accordance with best practices in corporate governance. The Board
functions either as a full Board or through various committees constituted to oversee specific operational
areas. Our executive management provides the Board detailed reports on its performance periodically.

Committees of the Board

Audit Committee

The members of the Audit Committee are:

1. Mr. G.N. Bajpai, Chairman (Independent Non-Executive Director)

2. Mr. Anil Harish, Member (Independent Non-Executive Director)
3. Mr. Dhanpal A. Jhaveri, Member (Non-Executive Director)

The Audit Committee was constituted by a meeting of the Board of Directors held on February 20, 2008.
The scope and function of the Audit Committee is in accordance with Section 292A of the Companies Act
and Clause 49 of the Listing Agreement and its terms of reference include the following:

• Overseeing the Company’s financial reporting process and the disclosure of financial information;
• Recommending the appointment and removal of external auditors and fixation of audit fees;
• Review with management the annual financial statements before submission to the Board; and
• Review with management, external and internal auditors, the adequacy of internal controls.

Remuneration/Compensation Committee

The members of the Remuneration/Compensation Committee are:

1. Mr. G.N. Bajpai, Member

2. Mr. Anil Harish, Member
3. Mr. Rakesh Jhunjhunwala, Member

The Remuneration/Compensation Committee was constituted by a meeting of the Board of Directors held
on February 20, 2008. The scope of reference of this committee encompasses the following:

• Framing suitable policies and systems to ensure that there is no violation, by an employee of any
applicable laws in India or overseas.
• Determine on behalf of the Board and the shareholders the Company’s policy on specific
remuneration packages for executive directors including pension rights and any compensation
payment;
• Perform such functions as are required to be performed by the Remuneration/Compensation
Committee under the Securities and Exchange Board of India (Employee Stock Option Scheme
and Employee Stock Purchase Scheme) Guidelines, 1999 (“ESOP Guidelines”), in particular,
those stated in Clause 5 of the ESOP Guidelines; and
• Such other matters as may from time to time be required by any statutory, contractual or other
regulatory requirements to be attended to by such committee.

Shareholders’/Investors’ Grievances and Share Transfer Committee

The members of the Shareholders’/Investors’ Share Transfer Grievance Committee are:

1. Mr. Rakesh Jhunjhunwala, Member

88
2. Mr. Kishore Biyani, Member
3. Mr. Dhanpal Jhaveri, Member

The Shareholders/ Investors’ Grievance Committee was constituted by a meeting of the Board of Directors
held on February 20, 2008. This Committee was constituted to carry out such functions for the redressal of
shareholders’ and investors’ complaints, including but not limited to, transfer of shares, non-receipt of
balance sheet, non-receipt of dividends, and any other grievance that a shareholder or investor of the
Company may have against the Company.

Other Committees of the Board

Executive Committee

The members of the Executive Committee are:

1. Mr. Kishore Biyani, Member

2. Mr. G. N. Bajpai, Member
3. Mr. Sameer Sain, Member

The Executive Committee was constituted by a meeting of the Board held on February 20, 2008. The
Executive Committee has been formed in accordance with the Business and Investment Policy.

The RBI has prescribed Guidelines for Asset Liability Management (“ALM”) System which includes the
formation of a Asset Liability Committee (“ALCO”) for NBFCs meeting the criteria of asset base of Rs.
100 crore, irrespective of whether they are accepting/holding public deposits or not. The Company does
not meet this asset base criterion as per its last audited balance sheet and has not constituted the ALCO.
This Committee will be duly constituted as and when such criterion is met by the Company. Additionally,
the Company will also duly constitute a risk management committee.

Shareholding of the Directors

None of the Directors of the Company hold any equity shares in the Company as of the date of filing of this
Draft Red Herring Prospectus.

Borrowing Powers of our Board

In terms of our Articles, the Board may, from time to time, at its discretion by a resolution passed at its
meeting raise or borrow or secure the payment of any sum or sums of money for the purposes of the
Company. However, if the moneys sought to be borrowed together with the moneys already borrowed
(apart from temporary loans obtained from the Company’s bankers in the ordinary course of business)
should exceed the aggregate of the paid-up capital of the Company and its free reserves (not being reserves
set apart for any specific purpose), the Board is required to obtain the consent of the Company in general
meeting prior to undertaking such borrowing.

In this regard, our Company, in the meeting of its shareholders dated February 5, 2008 had resolved that
pursuant to the provisions of Section 293(1)(d) of the Companies Act, 1956, the Board is authorised to
borrow moneys (apart from temporary loans obtained from the bankers of the Company in ordinary course
of business) from banks, financial institutions, NBFCs etc., from time to time, for the purpose of
Company’s business in excess of the aggregate of the paid-up capital of the Company and its free reserves
(not being reserves set apart for any specific purpose) provided that the total amount of such borrowings
together with the amounts already borrowed and outstanding shall not exceed Rs. 4,000 crore over and
above paid-up capital and free reserve of the Company.

89
Changes in our Board of Directors in the last three years

The changes in our Board of Directors during the last three years are as follows:

Name Date of Appointment Date of Cessation Reason

Mr. R Santhanam August 9, 1996 July 15, 2006 Demise.
Mr. R Shankar August 9, 1996 July 14, 2007 Resigned.
Mr. V. Thirumalai August 9, 1996 July 14, 2007 Resigned.
Mr. Krishan Kant Rathi July 14, 2007 February 20, 2008 Resigned.
Mr. N Shridhar July 14, 2007 February 20, 2008 Resigned.
Mr. Pankaj Thapar July 14, 2007 February 20, 2008 Resigned.
Mr. Kishore Biyani October 8, 2007 - Appointed.
Mr. G. N. Bajpai February 20, 2008 - Appointed.
Mr. Anil Harish February 20, 2008 - Appointed.
Mr. Rakesh Jhunjhunwala February 20, 2008 - Appointed.
Mr. Sameer Sain January 28, 2008 - Appointed.
Mr. Dhanpal Jhaveri January 28, 2008 - Appointed.

Key Managerial Personnel of our Company

In addition to Mr. Kishore Biyani, our Managing Director, provided below are the key managerial
employees of the Company. For details relating to the profile of Mr. Kishore Biyani, see the section titled
“Our Management - Brief Biographies” beginning on page [●] of this Draft Red Herring Prospectus.

Name Age Designation Qualifications Previous Total Years of Date of Gross

Employment Experience joining Salary
(including (Rs.
relevant lacs)*
experience)
Mr. 47 Managing B.Com/PGDM N.A. 25 October Nil
Kishore Director 8, 2007
Biyani
Mr. 36 Head - Chartered Pantaloon 15 October Nil
Prashant Investments Accountant Retail 1, 2007
Desai and Cost (India)
Accountant Limited
Mr. 36 Assistant Vice- B.Com; ACA Pantaloon 12 October Nil
Ashutosh President - Retail 1, 2007
Vidwans Finance (India)
Limited
Mr. 32 Assistant B.Com; LLB.; Future 4 October Nil
Gurmeet Company ACS Capital 1, 2007
Singh Secretary and Holdings
Mission Compliance Limited
Officer
*No remuneration was paid to the key managerial personnel for the last fiscal year.

All key managerial personnel are permanent employees of the Company.

90
Changes in Key Managerial Personnel

The Company did not have any designated key managerial personnel before the dates of appointment of
key managerial personnel as stated in the table above. The operations of the Company were supervised by
the Board of Directors.

Shareholding of Key Managerial Personnel

None of the Key Managerial Personnel of the Company hold any equity shares of the Company as of the
date of filing this Draft Red Herring Prospectus.

91
 OUR PROMOTERS

Our Promoters are as follows:

1) Pantaloon Retail (India) Limited

2) Future Capital Holdings Limited
3) Pantaloon Future Ventures Limited
4) Future Capital Investment Private Limited
5) Mr. Kishore Biyani

Our Corporate Promoters

Pantaloon Retail (India) Limited (PRIL)

Corporate Information

PRIL was incorporated under the Companies Act on October 12, 1987 as Manz Wear Private Limited.

It was converted into a public limited company on September 20, 1991 and on September 25, 1992 the
name was changed to Pantaloon Fashions (India) Limited. In the same year PRIL made an initial public
offering of its equity shares and changed its name to Pantaloon Retail (India) Limited on July 7, 1999.

The main business of PRIL is organized retailing of a range of branded and private label apparel, footwear,
perfumes, cosmetics, jewellery, leather products and accessories, home products, books, music and toys in
stores or malls operated or managed by PRIL.

The equity shares of PRIL were first listed on the BSE, DSE and ASE, on July 30, 1992. Thereafter, the
equity shares were listed on the NSE on February 20, 2001. Pursuant to a voluntary application by PRIL
dated August 16, 2006 to the ASE, the ASE by their letter dated November 2, 2006 agreed to de-list the
Equity Shares of the PRIL with effect from November 6, 2006. PRIL has duly completed requirements for
voluntary delisting from the DSE and approval for the delisting of the equity shares of PRIL, with effect
from December 15, 2007, has been granted by the Delisting Committee of DSE vide its letter dated
December 21, 2007.

For fiscal 2007, on a consolidated basis, the total income (net of excise duty on sales) of PRIL was Rs.
3,328.77 crore and the net profit was Rs. 119.99 crore. As on June 30, 2007, on a consolidated basis, the
total assets of the company were Rs. 2,447.60 crore and its total share capital and reserves and surplus were
Rs. 1,062.82 crore.

Registered Office
The registered office of PRIL is located at:

Knowledge House
Shyam Nagar
Off. Jogeshwari Vikhroli Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors
The board of directors of PRIL consists of:

1. Kishore Biyani (Managing Director)

2. Rakesh Biyani
3. Gopikishan Biyani
4. Ved Prakash Arya
5. Shailesh Haribhakti
6. Darlie O. Koshy
7. S. Doreswamy

92
8. Anju Poddar
9. Bala Deshpande
10. Anil Harish

Shareholding Pattern
The shareholding pattern of PRIL as on December 31, 2007 is as follows:

S. Total number of
No. Category of Shareholder Shares % of shares
A Shareholding of Promoter and Promoter Group
Indian 65,536,930 43.47
Foreign 0 0
Total Shareholding of Promoter and Promoter 65,536,930 43.47
Group

B Public shareholding
Institutions 55,981,750 37.14
Non-institutions 29,232,685 19.39
Total Public Shareholding 85,214,435 56.53

C Shares held by Custodians and against which 0 0

Depository Receipts have been issued
GRANDTOTAL 150,751,365 100.00

Promoter and Promoter Group

The promoters and promoter group of PRIL are as follows:

1. Kishore Biyani
2. Gopikishan Biyani
3. Laxminarayan Biyani
4. Vijay Biyani
5. Sunil Biyani
6. Anil Biyani
7. Rakesh Biyani
8. Godavari Biyani
9. Santosh Biyani
10. Sangeeta Biyani
11. Lata Biyani
12. Sampat Biyani
13. Ashni Biyani
14. Kishore Biyani – HUF
15. Gopikishan Biyani –HUF
16. Laxminarayan Biyani – HUF
17. Vijay Biyani – HUF
18. Sunil Biyani – HUF
19. Anil Biyani – HUF
20. Rakesh Biyani –HUF
21. Vivek Biyani
22. Bansi Silk Mills, Partnership Firm
23. PFH Entertainment Limited

93
24. Pantaloon Industries Limited
25. Varnish Trading Private Limited
26. Manz Retail P. Limited
27. Future Realtors India Private Limited
28. Erudite Trading Private Limited

There are certain companies that fall within the Promoter Group definition of our Company. To that extent,
the details of these companies have been provided in the section titled “Our Promoter Group”. There has
been no change of management and control of PRIL. For details of PRIL and Kishore Biyani, please see
section titled “Our Promoters” on page [●] and “Our Management” on page [●], of this Draft Red herring
Prospectus.

Statement showing shareholding of persons belonging to the category “Promoter” in PRIL as of December
31, 2007:

S. No. Name of the shareholder Shareholding (%)

1. Kishore Biyani 6.08
Total 6.08

Statement showing shareholding of persons belonging to the category “Promoter Group” in PRIL as of
December 31, 2007:

S. No. Name of the shareholder Shareholding (%)

1. Gopikishan Biyani 1.84
2. Laxminarayan Biyani 1.65
3. Vijay Biyani 1.88
4. Sunil Biyani 2.01
5. Anil Biyani 2.14
6. Rakesh Biyani 2.08
7. Ashni Biyani 0.02
8. Vivek Biyani 0.37
9. PFH Entertainment Limited 5.22
10. Pantaloon Industries Limited 6.74
11. Varnish Trading Private Limited 3.44
12. Manz Retail Private Limited 5.98
13. Erudite Trading Private Limited 4.02
Total 43.47

Financial Performance
Summary audited stand-alone financial statements for the last three fiscal years are as follows:

(Rs. in crore except per share data)

Particulars As at and for the As at and for the As at and for the
year ended June year ended June year ended June
30, 2007 30, 2006 30, 2005
Net Sales and other Income 3,328.77 1,867.80 1,055.85
Net Profit 119.99 64.15 38.55
Equity capital* 29.35 26.88 21.99
Reserves 1,062.82 500.02 196.53
Earnings per share* 8.71 25.30 16.54
Book value per Share* 74.42 195.99 100.58
*In Fiscal 2006 and 2005 the face value per share was Rs. 10 and in Fiscal 2007, the face value per share is Rs. 2 each

94
PRIL has not become a sick company within the meaning of Sick Industrial Companies (Special
Provisions) Act, 1985 and it is not under winding up.

Share Price Information

The equity shares of PRIL are listed on BSE and NSE.

The monthly high and low of the market price of the equity shares of PRIL having a face value of Rs. 2
each on BSE for the last six months is as follows:

Month High (Rs.) Low (Rs.)

August 2007 522.05 463.95
September 2007 579.95 484.00
October 2007 639.00 535.35
November 2007 684.25 587.25
December 2007 833.55 656.05
January 2008 875 450
Source: www.bseindia.com

The monthly high and low of the market price of the equity shares of PRIL having a face value of Rs. 2
each on NSE for the last six months is as follows:

Month High (Rs.) Low (Rs.)

August 2007 521.3 463.9
September 2007 579 457.50
October 2007 640.1 535.75
November 2007 819.20 586.55
December 2007 945.30 656.55
January 2008 874.00 424.90
Source: www.nseindia.com

The market capitalisation of PRIL based on the closing price of Rs. 596.55 per equity share on the BSE as
on January 31, 2008 was Rs. 8,993.07 crore.

The market capitalisation of PRIL based on the closing price of Rs. 595.70 per equity share on the NSE as
on January 31, 2008 was Rs. 8,980.25 crore.

Other details relating to PRIL

PAN AAACP6317L

Bank Account Details IDBI Bank

Marigold House, Plot No. A -34,
Cross Road No. 2, Marol,
MIDC, Andheri (East),
Mumbai – 400 093
Account Number: 039102000014058

Registration Number 44954/ 1987

(Company Identification L52399MH1987PLC044954
Number)

Address of RoC Mumbai, Maharashtra located at 2nd Floor, CGO Complex, Near Konkan

95
 Bhavan, CBD Belapur.

The PAN and Bank account details have been submitted to the BSE and NSE at the time of filing of the
Draft Red Herring Prospectus with them. Further, PRIL has confirmed that it has not been detained as
willful defaulter by the RBI or any other governmental authority and there are no violations of securities
laws committed by it in the past or are pending against it.

Details of past public/ rights issues

The initial public offering of equity shares of PRIL having a face value of Rs. 10 each took place in May,
1992. A total of 2,550,500 equity shares were issued as part of the initial public offering and the issue price
was 10 per equity share.

The objects of the issue were as follows:

• Setting up of new stores/ retail outlets, upgrading/ modernization of the existing stores;
• Expansion/ upgradation of warehouses and information technology/ supply chain infrastructure;
setting up of new offices, training centre;
• Strategic Investments;
• General Corporate Purposes; and
• Meeting the expenses of the issue.

PRIL utilized the net proceeds arising out of the Issue for the stated objects.

PRIL made a rights issue of equity shares having a face value of Rs. 10 each that took place in December,
2005. A total of 4,481,180 equity shares were issued as part of the rights issue and the issue price was Rs.
500 per equity share. The objects of the rights issue were setting up of new stores/ retail outlets, upgrading/
modernization of the existing stores, expansion/ upgradation of warehouses and information technology/
supply chain infrastructure; setting up of new offices, training centre and other strategic investments. PRIL
utilized the net proceeds arising out of the Issue for the stated objects.

Further, the Company has also made a Qualified Institutional Placement in December 2006 of 6,265,060
equity shares of Rs. 2 each at a price of Rs. 415 per equity share, including a premium of Rs. 413 per
Equity Share, aggregating Rs. 260 crore. No promise was made in the offering document filed with the
stock exchanges for the Qualified Institutional Placement.

The use of proceeds in the PRIL Qualified Institutional Placement document was, subject to compliance
with applicable laws and regulations, to accelerate growth, to fund various expansion plans, long-term
working capital requirements, to finance investment opportunities and for general corporate purposes. In
accordance with the policies set up by the Board of PRIL, the management would have flexibility in
deploying the proceeds received by PRIL from the Issue.

Mechanism for redressal of investor grievance

PRIL has a shareholders/ investors grievance committee which meets as and when required, to deal with
matters relating to transfer/ transmission of shares and monitors redressal of complaints from shareholders
relating to transfers, non receipt of balance sheet, non-receipt of dividend declared, etc. Typically, investor
grievances are dealt with within a fortnight of receipt of the complaint from the investor.

Investor grievances are usually resolved within an average period of 15 days from the date of its receipt.

During the period ended December 31, 2007, PRIL had no outstanding complaints from the shareholders
regarding change of address, non receipt of dividend warrants, non-receipts of balance sheet, etc.

96
Future Capital Holdings Limited (FCH)

Corporate Information

FCH was originally incorporated on October 18, 2005 as a private limited company under the provisions of
the Companies Act as KB Infin Private Limited. Pursuant to a resolution of its shareholders date April 27,
2006 and by virtue of the acquisition of its entire share capital by PRIL, The company was converted to a
public limited company with effect from August 21, 2006. A fresh certificate of incorporation consequent
to the change of its name to KB Infin Limited was granted to the company on August 31, 2006 by the
Registrar of Companies, Maharashtra. Further, pursuant to resolution of the shareholders of the company
dated November 29, 2006 its name was changed to Future Capital Holdings Limited with effect from
December 21, 2006. A fresh certificate of incorporation consequent to the change of name was granted to
the company on December 21, 2006 by the Registrar of Companies, Maharashtra.

Registered Office
The registered office of FCH is located at:

FCH House, Peninsula Corporate Park

Ganpatrao Kadam Marg, Lower Parel
Mumbai 400013

Board of Directors
The board of directors of FCH consists of:

1. Kishore Biyani (Chairman)

2. Sameer Sain (Managing Director and CEO)
3. Shailesh Haribhakti
4. G.N. Bajpai
5. Alok Oberoi
6. Dhanpal A. Jhaveri

Shareholding Pattern
The shareholding pattern of FCH as on January 29, 2008 is as follows:

S. Total number of
No. Category of Shareholder Shares % of shares
A Shareholding of Promoter and Promoter Group
Indian 47,700,184 75.44
Foreign 0 0
Total Shareholding of Promoter and Promoter 47,700,184 75.44
Group

B Public shareholding
Institutions 3,853,680 6.09
Non-institutions 11,674,120 18.46
Total Public Shareholding 15,527,800 24.55

C Shares held by Custodians and against which 0 0

Depository Receipts have been issued
GRANDTOTAL 63,227,984 100.00

97
Promoters and Promoter Group
The promoters and promoter group of FCH are as follows:

Promoters

1. Kishore Biyani
2. Sameer Sain
3. Pantaloon Retail (India) Limited

Promoter Group

1. Acute Realty Private Limited

2. Akar Estate & Finance Private Limited
3. Alpha Future Airport Retail Private Limited
4. Avanee and Ashni securities Private Limited
5. Bartraya Mall Development Company Private Limited
6. Chase Investrade Private Limited
7. CIG Infrastructure Private Limited
8. Convergem Communication (India) Limited
9. Future Realtors India Private Limited (erstwhile Dhruv Synthetics Private Limited)
10. Erudite Knowledge Services Limited
11. Erudite Trading Private Limited
12. Foot-Mart Retail India Limited
13. Future Brands Limited
14. Future Capital Investment Private Limited
15. Future Consumer Products Limited
16. Future E-Commerce Infrastructure Limited
17. Future Finance Limited (Sivagami Finance and Investments Limited)
18. Future Finmart Limited
19. Future Generali India Life Insurance Company Limited
20. Future Generali India Insurance Company Limited
21. Future Ideas Company Limited
22. Future Knowledge Services Limited
23. Future Logistic Solutions Limited
24. Future Media (India) Limited
25. Future Mobile & Accessories Limited
26. Future Ideas Realtors India Limited
27. Futurebazaar India Limited
28. Galaxy Entertainment Corporation Limited
29. Gupta Infrastructure (India) Private Limited
30. Home Lighting India Limited
31. Home Solutions Retail (India) Limited
32. Home Solutions Services (India) Limited
33. Idiom Design and Consulting Limited
34. Indivision Investment Advisors Limited
35. Indus-League Clothing Limited
36. Kshitij Investment Advisory Company Limited
37. Manz Retail Private Limited
38. Mobile Repair Service City India Limited
39. Myra Mall Management Company Limited
40. Nishta Mall Management Company Private Limited
41. Niyman Mall Management Company Private Limited
42. Pantaloon Food Product (India) Limited
43. Pan India Food Solutions Private Limited

98
44. Pantaloon Industries Limited
45. Pantaloon Future Ventures Limited
46. PFH Entertainment Limited
47. Pingaksh Realty Private Limited
48. Planet Retail Holdings Private Limited
49. Sain Advisory Services Private Limited
50. Shendra Advisory Services Private Limited
51. Simpleton Investrade Private Limited
52. Softbpo Global Services Limited
53. Staples Future Office Products Private Limited
54. Stripes Apparels Limited
55. Talwalkars Pantaloon Fitness Private Limited
56. Valuable Advisors Limited
57. Varnish Trading Private Limited
58. Weavette Texstyles Limited
59. Whole Wealth Limited
60. Future Hospitality Management Limited

Statement showing shareholding of persons belonging to the category “Promoter” in FCH as of January 29,
2008:

Sr. No. Name of the shareholder Shareholding (%)

1 Kishore Biyani 5.97
2 Sameer Sain 13.49
3 Pantaloon Retail (India) Limited 55.01
Total 74.47

Statement showing shareholding of persons belonging to the category “Promoter Group” in FCH as of
January 29, 2008:

S. No. Name of the shareholder Shareholding (%)

1. Pingaksh Realty Private Limited 0.98
Total 0.98

Financial Performance
Summary audited stand-alone financial statements of Future Capital Holdings Limited is as follows:

(Amount in Rs.)
Particulars Fiscal 2007 Fiscal 2006
Net Sales and other Income 92,716,618 314,559
Net Profit 1,551,785 6,183
Equity capital* 444,449,990 21,500,000
Reserves 476,389,122 6,183
Earnings per share 0.04 0.01
Book value per Share 23.20 10.00
*As on March 31, 2007 Rs. 110,450,000 was share application money pending allotment

Share Price Information

The equity shares of FCH having a face value of Rs. 10 each were listed on the BSE and NSE on February
1, 2008.

The market capitalisation of FCH based on the closing price of Rs. 841.80 per equity share on the BSE as

99
on February 15, 2008 was Rs. 5,322.53 crore.

The market capitalisation of FCH based on the closing price of Rs. 842.45 per equity share on the NSE as
on February 15, 2008 was Rs. 5,326.64 crore.

Other details relating to FCH

PAN
Bank Account Details
Registration Number
(Company Identification
Number)
RBI Registration Number
Address of RoC
AACCK6863C
HDFC Bank Limited
Dr. Annie Besant Road, Worli
Mumbai
Account No: 2400330001001
U29120MH2005PLC156795
N-13.01827
1 Everest, 100 Marine Drive
Mumbai 400002

The PAN and Bank account details have been submitted to the BSE and NSE at the time of filing of the
Draft Red Herring Prospectus with them. Further, FCH has confirmed that it has not been detained as
willful defaulter by the RBI or any other governmental authority and there are no violations of securities
laws committed by it in the past or are pending against it.

Details of past public/ rights issues

The initial public offering of equity shares of FCH having a face value of Rs. 10 each took place in
January, 2008. The issue opened on January 11, 2008 and closed on January 16, 2008. A total of 6,422,800
equity shares were issued as part of the initial public offering and the issue price was Rs.765 per equity
share.

The objects of the issue were as follows:

1. Augment capital base for expansion of the Future Money division, in particular disbursement of
loans;
2. General corporate purposes; and
3. Meeting expenses of the issue.

FCH will utilise the net proceeds from the issue for the stated objects.

Mechanism for redressal of investor grievance

FCH has constituted a Shareholders’/Investors’ Grievance Committee by a meeting of the Board of

Directors on September 27, 2007. This committee was constituted to carry out such functions for the
redressal of shareholders and investors complaints, including but not limited to transfer of shares, non-
receipt of balance sheet, non-receipt of dividends, and any other grievance a shareholder or investor may
have against the company. The members of this committee are G.N. Bajpai (Chairman), Kishore Biyani
and Sameer Sain. For the period between January 30, 2008 and February 15, 2008, FCH received a total
of 1870 complaints, out of which 1679 were resolved and 191 complaints relating to cheque corrections
and stop payments are currently pending.

As on February 15 2008, FCH had no outstanding complaints from the shareholders.

100
Pantaloon Future Ventures Limited (“PFVL”)

PFVL was incorporated on June 11, 2007 under the Companies Act. PFVL is engaged in the business of
strategic investments in the Future Group.

Registered Office
The registered office of PFVL is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors
The board of directors of PFVL consists of:

1. Chandra Prakash Toshniwal

2. Rajesh Kalyani
3. Sanjay Rathi

Shareholding Pattern
PFVL is a wholly owned subsidiary of PRIL.

Financial Performance
The company has not closed its first financial year.

Other details relating to PFVL

PAN AAECT3041P
Bank Account Details Kotak Mahindra Bank Limited,
Nariman Point
Mumbai
Account No. 09582100000354
Registration Number U67190MH2007PLC171524
Address of Roc Everest 5th Floor, 100 Marine Drive, Mumbai 400 002

The details of PAN and Bank account will be submitted to the BSE and NSE at the time of filing the Draft
Red Herring Prospectus with them. Further, PFVL has confirmed that it has not been detained as willful
defaulter by the RBI or any other governmental authority and there are no violations of securities laws
committed by them in the past or are pending against them.

PFVL is not a sick company under the meaning of SICA and is not under winding up. PFVL has not made
any public issue of securities since its incorporation.

Future Capital Investment Private Limited (“FCIPL”)

FCIPL was originally incorporated on February 6, 2006 as Future Capital Holdings Private Limited. The
company changed its name to Future Capital Investment Private Limited and was consequently, granted a
fresh Certificate of Incorporation by the Registrar of Companies Maharashtra on July 26, 2006. FCIPL is
involved in the business of investment activities.

Registered Office
The registered office of Future Capital Investment Private Limited is located at:

101
Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors
The board of directors of FCIPL consists of:

1. Rajesh Kalyani
2. Dinesh Maheswari
3. Ashni Biyani

Shareholding Pattern
The shareholding pattern of FCIPL is as follows:

Name of shareholder No. of Shares Percentage (%)

Kishore Biyani 9,999 99.99
Kishore Biyani jointly with Dinesh 1 0.01
Maheshwari
Total 10,000 100

Financial Performance
Financial performance of Future Capital Investment Private Limited for fiscal 2007 is as follows:

(Amount in Rs.)
Particulars For the year ending March 31, 2007
Net sales and other income Nil
Net Profit / (Loss)* (55,520)
Equity capital 100,000
Reserves Nil
Eranings per share (5.55)
Book value per share 4.45

*Debit balance in profit and loss account.

Other details relating to FCIPL

PAN Applied for (Acknowledgement Number 882020103424423)

Bank Account Details 02400330001148
Registration Number U99999MH2006PTC159513
Address of RoC Everest, 100, Marine Road, Mumbai - 400 002

The details of PAN and Bank account will be submitted to the BSE and NSE at the time of filing the Draft
Red Herring Prospectus with them. Further, FCIPL has confirmed that it has not been detained as willful
defaulter by the RBI or any other governmental authority and there are no violations of securities laws
committed by them in the past or are pending against them.

FCIPL is not a sick company under the meaning of SICA and is not under winding up.FCIPL has not made
any public issue of securities since its incorporation.

102
Our Individual Promoter

Mr. Kishore Biyani

Our PAN - AACPB0199B

Compan Passport Number - E8159277
y Voter ID Number – N.A.
undertak Driving License Number - 78/ C/ 21787
es that Bank Account Number – SB231535
the
details of
the PAN,
Bank Account Numbers, and Passport Numbers of our Promoter have been submitted to the stock
exchanges at the time of filing the DRHP with the Stock Exchanges.

For more details of Kishore Biyani, see the section titled “Our Management – Board of Directors” on page
[●] of this Draft Red Herring Prospectus.

Interests of Promoters and Common Pursuits

The aforementioned Promoters of our Company are interested to the extent of their shareholding in us.
Further, our Promoters who are also the Directors of our Company may be deemed to be interested to the
extent of fees, if any, payable to them for attending meetings of the Board or a Committee thereof as well
as to the extent of other remuneration, reimbursement of expenses payable to them.

Further, our individual Promoters are also directors on the boards of or members of certain Promoter Group
entities and they may be deemed to be interested to the extent of the payments made by our Company, if
any, to these Promoter Group entities. For further details, please refer to the section titled “Our Promoter
Group” on page [●] of this Draft Red Herring Prospectus. For the payments that are made by our Company
to certain Promoter Group entities, please refer to the section titled “Related Party Transactions” on page
[●] of this Draft Red Herring Prospectus.

Future Capital Holdings, one of our Promoters is also our Consultant in accordance with the Consulting and
Advisory Services Agreement.

Except as stated otherwise in this Draft Red Herring Prospectus, we have not entered into any contract,
agreements or arrangements during the preceding two years from the date of this Prospectus in which the
Promoters are directly or indirectly interested and no payments have been made to them in respect of the
contracts, agreements or arrangements which are proposed to be made with them including the properties
purchased by our Company other than in the normal course of business.

Further, except as disclosed in the sections titled “Our Promoter Group” on page [●] of this Draft Red
Herring Prospectus, our Promoters do not have any interest in any venture that is involved in any activities
similar to those conducted by us.

Payment of benefits to our Promoters

Except as stated in the section titled “Related Party Transactions” on page [●] of this Draft Red Herring
Prospectus, there has been no payment of benefits to our Promoters during the two years prior to the filing
of this Prospectus.

Confirmations

Further, none of our Promoters has been declared as a wilful defaulter by the RBI or any other
governmental authority and there are no violations of securities laws committed by the Promoters in the
past or are pending against them except as disclosed in section titled “Outstanding Litigation and Material

103
Developments” beginning on page [●] of this Draft Red Herring Prospectus.

Companies with which the Promoters have disassociated in the last three years

PRIL has disassociated from GJ Future Fashions Limited within the last three years.

104
 OUR PROMOTER GROUP

Apart from our Promoters, the following companies and individuals constitute our Promoter Group:

Companies

1. Acute Realty Private Limited

2. Akar Estate & Finance Private Limited
3. Alpha Future Airport Retail Private Limited
4. Ambit Investment Advisory Company Limited
5. Anchor Malls Private Limited
6. Aashirwad Malls Private Limited
7. Avanee and Ashni securities Private Limited
8. Bansi Mall Management Company Private Limited
9. Bartraya Mall Development Company Private Limited
10. Chase Investrade Private Limited
11. CIG Infrastructure Private Limited
12. Convergem Communication (India) Limited
13. Future Realtors India Private Limited (erstwhile Dhruv Synthetics Private Limited)
14. Erudite Knowledge Services Limited
15. Erudite Trading Private Limited
16. Foot-Mart Retail India Limited
17. Future Brands Limited
18. Future Consumer Products Limited
19. Future E-Commerce Infrastructure Limited
20. Future Finance Limited (Sivagami Finance and Investments Limited)
21. Future Finmart Limited
22. Future Generali India Life Insurance Company Limited
23. Future Generali India Insurance Company Limited
24. Future Hospitality Management Limited
25. Future Ideas Company Limited
26. Future Knowledge Services Limited
27. Future Logistic Solutions Limited
28. Future Media (India) Limited
29. Future Mobile & Accessories Limited
30. Future Ideas Realtors India Limited
31. Futurebazaar India Limited
32. Galaxy Entertainment Corporation Limited
33. Gupta Infrastructure (India) Private Limited
34. Harmony Malls Management Private Limited
35. Home Lighting India Limited
36. Home Solutions Retail (India) Limited
37. Home Solutions Services (India) Limited
38. Idiom Design and Consulting Limited
39. Indivision Investment Advisors Limited
40. Indus-League Clothing Limited
41. Iskrupa Mall Management Company Private Limited
42. KB Mall Management Company Limited
43. Kshitij Investment Advisory Company Limited
44. Kshitij CapitaLand Mall Management Private Limited
45. Manz Retail Private Limited
46. Maruti Dwellers Private Limited
47. Myra Mall Management Company Limited
48. Nishta Mall Management Company Private Limited

105
 49. Niyman Mall Management Company Private Limited
50. Ojas Mall Management Private Limited
51. Pantaloon Food Product (India) Limited
52. Pan India Food Solutions Private Limited
53. Pantaloon Industries Limited
54. PFH Entertainment Limited
55. Planet Retail Holdings Private Limited
56. Realterm FCH Logistics Advisors Private Limited
57. Riddhi Siddhi Mall Management Private Limited
58. Sain Advisory Services Private Limited
59. Shendra Advisory Services Private Limited
60. Shreya Mall Management Private Limited
61. Simpleton Investrade Private Limited
62. Softbpo Global Services Limited
63. Staples Future Office Products Private Limited
64. Stripes Apparels Limited
65. Sun City Properties Private Limited
66. Talwalkars Pantaloon Fitness Private Limited
67. Unique Malls Private Limited
68. Valuable Advisors Limited
69. Varnish Trading Private Limited
70. Vishnu Mall Management Private Limited
71. Weavette Texstyles Limited
72. Whole Wealth Limited

Individuals

Name Relationship with the Promoters

Laxminarayan Biyani Father of Kishore Biyani
Godavari Biyani Mother of Kishore Biyani
Vijay Biyani Brothers of Kishore Biyani
Anil Biyani
Kiran Saxeria Sister of Kishore Biyani
Ashni Biyani Daughters of Kishore Biyani
Avanee Biyani
Sangita Biyani Spouse of Kishore Biyani
Madanlal Rathi Father of Sangita Biyani
Taradevi Rathi Mother of Sangita Biyani
Rajesh Rathi Brother of Sangita Biyani
Meena Bagree Sisters of Sangita Biyani
Nilima Saboo

Unless otherwise stated, the companies mentioned below have not made any public or rights issue in the
last three years and there has been no change in the capital structure in the last six months.

Unless stated otherwise, none of the companies mentioned below is either a sick company under the
meaning of SICA or under winding up.

1) Acute Realty Private Limited

Corporate Information:
Acute Realty Private Limited was incorporated on March 15, 2005 and is involved in the business to
acquire, develop, improve, build, sell, lease, manage, commercially exploit and otherwise deal in real

106
estate, properties of all nature and description or any rights therein including land, buildings and other
estate and realty including shopping malls, commercial and residential complexes.

Registered Office:
The registered office of Acute Realty Private Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors:
The directors of Acute Realty Private Limited are as follows:

1. Rakesh Biyani
2. Kishore Biyani
3. Anil Biyani

Shareholding Pattern:
Acute Realty Private Limited is a wholly owned subsidiary of Future Realtors India Private Limited.

Financial Performance:
Financial performance of Acute Realty Private Limited for last two fiscals is as follows:

(Rs. in lacs except per share data)

Particulars As at and for the year ended March As at and for the year ended March
31, 2007 31, 2006
Net Sales and other 68.41 32.49
Income
Net Profit 33.88 20.49
Equity capital 1.00 1.00
Reserves 53.16 20.35
Earnings per share 328.16 203.51
Book value per Share 541.67 213.51

2) Akar Estate & Finance Private Limited

Corporate Information:
Akar Estate & Finance Private Limited was incorporated on September 29, 1992 and is involved in the
business of real estate and financial services business.

Registered Office:
The registered office of Akar Estate & Finance Private Limited is located at:

25A, Camac Street, 1st Floor

Suite No.112
Kolkata- 700 016

Board of Directors:
The directors of Akar Estate & Finance Private Limited are as follows:

1. Rajesh Kumar Sharma

2. Pawan Agarwal

107
Shareholding Pattern:
Shareholding pattern of Akar Estate & Finance Private Limited as on December 31, 2007 is as follows:

Sr. No. Name of the shareholder Number of equity shares held Percentage
1. Simpleton Investrade Private Limited 130205 49
2. Others 135518 51
Total 2,65,723 100.00

Financial Performance:
Financial performance of Akar Estate & Finance Private Limited for last three fiscals is as follows:

(Amount in Rs.)
Particulars As at and for the year As at and for the year As at and for the year
ended March 31, 2007 ended March 31, 2006 ended March 31, 2005
Net Sales and other 75,82,943.84 5171043.00 30,34,500.00
Income
Net Profit/ (Loss)* 12,95,979.55 (14,61,190.00) 45.406.00
Equity capital 40,00,000.00 40,00,000.00 40,00,000.00
Reserves & Surplus 2,94,73,281.22 2,90,50,423.00 2,96,38,491.67
Earnings per share 4.88 (5.50) 0.10
Book value per Share N.A N.A N.A.
* Debit balance in Profit and Loss account for the year 2006.

3) Alpha Future Airport Retail Private Limited

Corporate Information:
Alpha Future Airport Retail Private Limited was incorporated on November 17, 2006 and is involved in the
business of retailing of all consumable products, foods and beverages at airport terminals worldwide.

Registered Office:
The registered office of Alpha Future Airport Retail Private Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors
The directors of Alpha Future Airport Retail Private Limited are:

1. K. K. Rathi
2. C. P. Toshniwal
3. Peter Williams
4. Mark Adams
5. Paul Topping
6. Mayur Toshniwal

Shareholding Pattern:
Shareholding Pattern of Alpha Future Airport Retail Private Limited as on December 31, 2007 is:

Sr. No. Name of the shareholder Number of equity shares Percentage

held
1. Pantaloon Retail (India) Limited 4,870,800 50

108
2. Alpha Airport Retail Holdings Private Limited 4,870,800 50
Total 9,741,600 100

Financial Performance:
The financial statements of Alpha Future Airport Retail Private Limited are not available as it is in the first
year of its incorporation.

4) Ambit Investment Advisory Company Limited

Corporate Information:
Ambit Investment Advisory Company Limited was incorporated on August 3, 2005 and is involved in the
business of providing financial, investment advisory services, management and facilitation services.

Registered Office:
The registered office of Ambit Investment Advisory Company Limited is at:

FCH House
Peninsula Corporate Park
Ganpatrao Kadam Marg
Lower Parel, Mumbai 400 013

Board of Directors:
The directors of Ambit Investment Advisory Company Limited are:
1. P.M. Devaiah;
2. K.K. Rathi; and
3. Shishir Baijal

Shareholding Pattern:
Ambit Investment Advisory Company Limited is a wholly owned subsidiary of Future Capital Holdings
Limited.

Financial Performance:
Summary audited financial statements:
(Rs. in lacs except per share data)
Particulars Fiscal 2007 Fiscal 2006
Equity Share Capital 100.00 100.00
Reserves and Surplus (12.77) (47.59)
Income 46.87 0.00
Profit (Loss) After Tax (PAT) 34.82 (47.59)
Earning Per Share (EPS)* (Rs.) 3.48 (72.37)
Net Asset Value (Book value per share) (Rs.) 8.72 5.24

5) Anchor Malls Private Limited

Corporate Information:
Anchor Malls Private Limited was incorporated on June 01, 2005 and is involved in the business of
acquiring, developing, building, selling and leasing shopping malls and commercial complexes.

Registered Office:
The registered office of Anchor Malls Private Limited is at

Knowledge House, Shyam Nagar

Off Jogeshwari Vikhroli Link Road
Jogeshwari ( East )

109
Mumbai- 400060

Board of Directors:
The directors of Anchor Malls Private Limited are:

1. Kishore Biyani
2. C.P.Toshniwal
3. Anil Biyani

Shareholding Pattern:
Anchor Malls Private Limited is a wholly owned subsidiary of Future Realtors India Private Limited.

Financial Performance:
Financial performance of Anchor Malls Private Ltd. for the fiscal 2006 and fiscal 2007 is as follows:
(Rs. in lacs except per share data)
Sr. Particulars For the year ended March For the year ended
No. 31, 2007 March 31, 2006

1. Equity Share Capital 3.00 1.00

2. Reserve & Surplus 97.77 99.83
3. Net Sales and Other Income - -
4. Profit after Tax ( PAT) (0.06) (0.17)
5. Earning Per Share ( EPS) Rs. (0.20) (1.70)
6. Net Asset Value
( Book value per share) 335.90 1008.30

6) Aashirwad Malls Private Limited

Corporate Information:
Aashirwad Malls Private Limited was incorporated on November 16, 2004 and is involved in the business
of acquiring, developing, building, selling, leasing shopping malls and commercial complexes.

Registered Office:
The registered office of Aashirwad Malls Private Limited is at:

1st Floor, 101 -106

Aaditya
Near Mithakhali Six Roads
Ahmedabad-380009

Board of Directors:
The directors of Aashirwad Malls Private Limited are:

1. Rajesh Kalyani
2. Rajesh Kumar Sharma
3. Anand Adukia

Shareholding Pattern:
Aashirwad Malls Private Limited is a wholly owned subsidiary of Future Realtors India Private Limited.

110
Financial Performance:
Financial performance of Aashirwad Malls Private Limited for fiscal 2006 and fiscal 2007 is as follows:

(Rs. in lacs except per share data)

Particulars For the year For the year
ended March 31, 2007 ended March 31, 2006
Equity Share Capital 1.00 1.00
Reserve & Surplus (0.33) (0.42)
Net Sales and Other Income 15.19 2.08
Profit after Tax ( PAT) 0.88 (4.16)
Earning Per Share ( EPS) Rs. 8.83 (41.63)
Net Asset Value 6.72 5.84
( Book value per share)

7). Avanee and Ashni Securities Private Limited

Corporate Information:
This company was incorporated on April 15, 2005 and is involved in the business of investment in
securities.

Registered Office:
The registered office of Avanee and Ashni Securities Private Limited is located at:

4, Scindia House
New Delhi 110 001

Board of Directors:
The directors of Avanee and Ashni Securities Private Limited are:

1. K.V. Mohan
2. R.K. Agarawall

Shareholding Pattern:
Shareholding pattern of Avanee and Ashni Securities Private Limited as on December 31, 2007 is as
follows:

Sr. No. Name of the shareholder No. of equity shares held Percentage
1. Shri Puneet Dalmia 10000 4.35
2. Ms. Ashni Biyani 115000 50.00
3. M/s Shree Nirman Ltd 35000 15.22
4. M/s Himshikhar Investment Ltd 70000 30.43
Total 230000 100.00

Financial Performance:
Financial performance of Avanee and Ashni Securities Private Limited for last two fiscals is as follows:

(Rs. in lacs except per share data)

Particulars As at and for the year ended March As at and for the year ended March
31, 2007 31, 2006
Net Sales and other 0.50 1.45
Income
Net Profit /(Loss)* (1.65) (1.66)
Equity capital 23.00 23.00
Reserves 2736.65 286.65

111
Earnings per share (0.07) (0.72)
Book value per Share 1,220.15 133.91
* Debit balance in profit and loss account.

8) Bansi Mall Management Company Private Limited

Corporate Information:
Bansi Mall Management Company Private Limited was incorporated on October 19, 2005 and is involved in
the business of acquiring, developing, building, selling and leasing shopping malls and commercial
complexes.

Registered Office:
The registered office of Bansi Mall Management Company Private Limited is at:

Knowledge House, Shyam Nagar,

Off Jogeshwari Vikhroli Link Road
Jogeshwari ( East )
Mumbai- 400060

Board of Directors
Directors of Bansi Mall Management Company Private Limited are:

1. Rajesh Kalyani
2. C.P.Toshniwal
3. Sanjeev Dasgupta
4. Shishir Baijal

Shareholding Pattern:
Bansi Mall Management Company Private Limited is a wholly owned subsidiary of Future Realtors India
Private Limited.

Financial Performance:
Financial performance of Bansi Mall Management Company Private Limited for fiscal 2006 and fiscal
2007 is as follows:

(Rs. in lacs except per share data)

Particulars For the year For the year
ended March 31, 2007 ended March 31, 2006

Equity Share Capital 1.00 1.00

Reserve & Surplus (0.18) 0.13
Net Sales and Other Income - -
Profit after Tax ( PAT) (0.05) (0.13)
Earning Per Share ( EPS) (0.55) (1.30)
Net Asset Value ( Book value per share) 8.15 11.30

9). Bartraya Mall Development Company Private Limited

Corporate Information:
Bartraya Mall Development Company Private Limited was incorporated on August 16, 2004 and is
involved in the business to acquire, develop, improve, build, sell, lease, manage, commercially exploit and
otherwise deal in real estate, properties of all nature and description or any rights therein including land,
buildings and other estate and realty relating to shopping malls and commercial complexes.

112
Registered Office:
The registered office of Bartraya Mall Development Company Private Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors:
The directors of Bartraya Mall Development Company Private Limited are as follows:

1. Kishore Biyani
2. Sunil Biyani

Shareholding Pattern:
Shareholding pattern of Bartraya Mall Development Company Private Limited as on December 31, 2007 is
as follows:

Sr. No. Name of the shareholder Number of equity shares held Percentage
1. Kishore Biyani 5000 50
2. The Phoenix Mills Limited 5000 50
Total 10000 100.00

Financial Performance:
Financial performance of Bartraya Mall Development Company Private Limited for last three fiscals is as
follows:
(Rs. in lacs except per share data)
Particulars As at and for the year As at and for the year As at and for the year
ended March 31, 2007 ended March 31, 2006 ended March 31, 2005
Net Sales and Nil Nil Nil
other Income
Net Profit * (0.14) (0.10) (0.15)
Equity capital 1.00 1.00 1.00
Reserves Nil Nil Nil
Earnings per share (1.41) (1.01) (1.54)
Book value per 6.04 7.45 8.46
Share
*Debit balance in Profit and Loss account for the years 2007, 2006 and 2005.

10) Chaste Investrade Private Limited

Corporate Information:
Chaste Investrade Private Limited was incorporated in October 19, 2005 and is involved in the business of
business of a trading company, and as merchants, importers, exporters, buyers, sellers, retailers and
processors of and dealers and agents in all kinds of commodities.

Registered Office:
The registered office of Chaste Investrade Private Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

113
Board of Directors:
The directors of Chaste Investrade Private Limited are as follows:

1. Kishore Biyani
2. Sangita Biyani

Shareholding Pattern:
Shareholding pattern of Chaste Investrade Private Limited as on January 31, 2008 is as follows:

Sr. No. Name of the shareholder Number of equity shares held Percentage
1. Kishore Biyani 9,000 90
2. Sangita Biyani 1,000 10
Total 10,000 100.00

Financial Performance:
Financial performance of Chaste Investrade Private Limited for last two fiscals is as follows:

(Amount in Rs.)
Particulars As at and for the year ended March As at and for the year ended
31, 2007 March 31, 2006
Net Sales and other Nil Nil
Income
Net Profit/ (Loss)* (4,733) (17,025)
Equity capital 1,00,000 1,00,000
Reserves Nil Nil
Earnings per share (0.47) (3.79)
Book value per Share 7.82 8.30
*Debit balance in Profit and Loss account.

11) CIG Infrastructure Private Limited

Corporate Information:
CIG Infrastructure Private Limited was incorporated on November 28, 2005 and is involved in the business
of real estate promotion and development.

Registered Office:
The registered office of CIG Infrastructure Private Limited is located at:

C – 41
Mayfair Garden
New Delhi – 110 016

Board of Directors:
The directors of CIG Infrastructure Private Limited are:

1. Ramesh Chandra
2. Sanjay Chandra
3. Ajay Chandra

Shareholding Pattern:
Shareholding Pattern of CIG Infrastructure Private Limited as on January 31, 2008 is:

Sr. Name of the shareholder Number of equity Percentage

No. shares held
1. Sanjay Chandra 100 0.00

114
Sr. Name of the shareholder Number of equity Percentage
No. shares held
2. Mayfair Investments Private Limited 100 0.00
3. Pantaloon Retail (India) Limited 5,100 51.00
4. Prakausali Investments (India) Pvt. Limited 4,700 49.00
Total 10,000 100.00

Financial Performance:
Financial Performance of CIG Infrastructure Private Limited for last two fiscals is as follows:
(Amount in Rs.)
Particulars As at and for the year ended March As at and for the year ended
31, 2007 March 31, 2006
Net Sales and other 3,226 -
Income
Net Profit/ (Loss)* (14,614) (27,971)
Equity capital 1,00,000 1,00,000
Reserves Nil Nil
Earnings per share (1.46) (2.80)
Book value per Share 5.74 7.20
* Debit balance in Profit and Loss account

12) Convergem Communication (India) Limited

Corporate Information:
Convergem Communication (India) Limited was incorporated on February 7, 2006 and is involved in the
business of retailing of telecommunication products and services.

Registered Office:
The registered office of Convergem Communication (India) Limited is located at:

Knowledge House
Shyam Nagar,
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors:
The directors of Convergem Communication (India) Limited are:

1. Vivek Biyani
2. Chandra Prakash Toshniwal
3. Mayur Toshniwal
4. Abdulaziz Al Bannai
5. Abdulatif Al Mullah
6. Faisal Al Bannai

Shareholding Pattern:
Shareholding Pattern of Convergem Communication (India) Limited as on January 31, 2008 is:

Sr. No. Name of the Number of equity Percentage

shareholder shares held
1. Pantaloon Retail (India) 10,000,000 50.00
Limited
2. Axiom Telecom LLC 10,000,000 50.00

115
Total 20,000,000 100

Financial Performance:
Financial Performance of Convergem Communication (India) Limited for last two fiscals is as follows:
(Amount in Rs.)
Particulars As at and for the year ended June 30, As at and for the year ended June 30,
2007 2006
Net Sales 51,57,389 1710
Net Profit/ (Loss)* (9,92,236) (67,53,444)
Equity capital 2,52,00,000 5,00,000
Reserves Nil Nil
Earnings per share (15.62) (344.76)
Book value per 6.93 (125.07)
Share
*Debit balance in profit and loss account.

13) Future Realtors India Private Limited (erstwhile Dhruv Synthetics Private Limited)

Corporate Information:
Future Realtors India Private Limited was incorporated on April 23, 1984 and is involved in the business of
development of properties and mall management.

Registered Office:
The registered office of Future Realtors India Private Limited is located at:

Future Group
Crossroads
5th Floor, Tardeo Mumbai 400 003

Board of Directors:
The directors of Future Realtors India Private Limited are as follows:

1. Sunil Biyani
2. Vijay Biyani
3. Naveen Kumar Jain

Shareholding Pattern:
Shareholding pattern of Future Realtors India Private Limited as on January 31, 2008 is as follows:

Sr. No. Name of the shareholder No. of equity shares held Percentage
1. Kishore Biyani 18,030,040 51.10
2. Suhani Trading and Investment 17,249,960 48.90
Consultants Private Limited
Total 35,280,000 100.00

Financial Performance:
Financial performance of Future Realtors India Private Limited for last three fiscals is as follows:

(Rs. in lacs except per share data)

Particulars As at and for the year As at and for the year As at and for the year
ended March 31, 2007 ended March 31, 2006 ended March 31, 2005
Net Sales and 3.01 77.85 396.91
other Income
Net Profit * (7.17) 11.54 2.70

116
Particulars As at and for the year As at and for the year As at and for the year
ended March 31, 2007 ended March 31, 2006 ended March 31, 2005
Equity capital 18.00 18.00 18.00
Reserves 15.29 15.29 15.29
Earnings per (39.83) 64.16 15.00
share
Book value per (242.77) (196.67) (260.55)
Share
* Debit balance in profit and loss account.

14) Erudite Knowledge Services Limited

Corporate Information:
Erudite Knowledge Services Limited was incorporated on October 8, 2007 and is involved in the business
of BPO/ KPO and advisory and consultancy services in all kinds of business activities.

Registered Office:
The registered office of Erudite Knowledge Services Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060.

Board of Directors
Directors of Erudite Knowledge Services Limited are:
1. Sanjay Rathi
2. Rajesh Kalyani
3. Dinesh Maheshwari

Shareholding Pattern:
Erudite Knowledge Services Limited is wholly owned subsidiary of Future Knowledge Services Limited.

Financial Performance:
The Financial statements of Erudite Knowledge Services Limited are not available as it is in the first year
of its incorporation.

15) Erudite Trading Private Limited

Corporate Information:
Erudite Trading Private Limited was incorporated on October 18, 2005 and involved in the business of a
trading company, and as merchants, importers, exporters, buyers, sellers, retailers and processors of and
dealers and agents in all kinds of commodities, materials, articles and goods including cotton and other
fabrics, fabrics of all kinds, oil seeds, minerals, chemicals, ornaments and jewellery, bullion and coin,
precious and semi-precious stones, objects of art, and products of every description, either raw or
manufactured or in the natural state or processed.

Registered Office:
The registered office of Erudite Trading Private Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

117
Board of Directors:
The directors of Erudite Trading Private Limited are as follows:

1. Kishore Biyani
2. Sangita Biyani

Shareholding Pattern:
Shareholding Pattern of Erudite Trading Private Limited January 31, 2008

Sr. No. Name of the shareholder Number of equity shares held Percentage
1. Kishore Biyani 9,000 90
2. Sangita Biyani 1,000 10
Total 10,000 100.00

Financial Performance:
Financial performance of Erudite Trading Private Limited for last two fiscals is as follows:

(Amount in Rs.)
Particulars As at and for the year ended March As at and for the year ended March
31, 2007 31, 2006
Net Sales and other Nil Nil
Income
Net Profit/ (Loss)* (5,855) (17,025)
Equity capital 1,00,000 1,00,000
Reserves Nil Nil
Earnings per share (0.59) (3.79)
Book value per Share 7.71 8.30
* Debit balance in Profit and Loss account

16) FootMart Retail India Limited

Corporate Information:
FootMart Retail India Limited was incorporated on November 17, 2005 and is involved in the business of
retailing of footwear and related products.

Registered Office:
The registered office of FootMart Retail India Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors:
The directors of FootMart Retail India Limited are:
1. Mayur Toshniwal
2. Anupam Bansal
3. Raman Bansal
4. Hans Udeshi

118
Shareholding Pattern:
Shareholding Pattern of FootMart Retail India Limited as on January 31, 2008 is:

Sr. No. Name of the shareholder Number of equity shares held Percentage
1. Pantaloon Retail (India) Limited 2,462,278 51.00
2. Liberty Shoes Limited 2,365,719 49.00
3. Krishankant Rathi 1 0
4. Sanjay Rathi 1 0
5. Anupam Bansal 1 0
6. Raman Bansal 1 0
7. Vimal Dhruve 1 0
Total 48,28,002 100

Financial Performance:
Financial Performance of FootMart Retail India Limited in fiscal 2006 is as follows:

(Amount in Rs.)
Particulars As at and for the year ended June 30, 2006
Net Sales and other Income 2,086,218
Net Profit/ (Loss)* (6,273,519)
Equity capital 48,280,020
Reserves 11,670,030
Earnings per share (15.25)
Book value per Share 64.83
* Debit balance in profit and loss account.

17) Future Brands Limited

Corporate Information:
Future Brands Limited was incorporated on November 22, 2006 and is involved in the business of dealing
in all kinds of assets (including intangible assets) by way of acquiring rights and usage thereof in
commercial manner.

Registered Office:
The registered office of Future Brands Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors:
The directors of Future Brands Limited are:
1. Kishore Biyani
2. Chandra Prakash Toshniwal
3. Santosh Desai

119
Shareholding Pattern:
Future Brands Limited is a wholly owned subsidiary of PRIL.

Financial Performance:
Financial performance of Future Brands Limited for fiscal 2007 is as follows:

(Amount in Rs.)

Particulars As at and for the year ended June 30, 2007

Net Sales and other Income 1,00,000
Net Profit/ (Loss)* (83,63,472)
Equity capital 10,00,00,000
Reserves Nil
Earnings per share (4.52)
Book value per Share 9.16
* Debit balance in profit and loss account.

18) Future Consumer Products Limited

Corporate Information:
Future Consumer Products Limited was incorporated on September 11, 2007 and is involved in the
business of dealing in consumer products.

Registered Office:
The registered office of Future Consumer Products Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors:
The directors of Future Consumer Products Limited are as follows:

1. Sanjay Rathi
2. Chandra Prakash Toshniwal
3. Vivek Biyani

Shareholding Pattern:
Future Consumer Products Limited is a wholly owned subsidiary of PRIL.

Financial Performance:
The company has not closed its first financial year.

19) Future E-Commerce Infrastructure Limited

Corporate Information:
Future E-Commerce Infrastructure Limited was incorporated on May 25, 2007 and is involved in the
business of dealing in all kinds of goods and products (including services) through electronic mode.

120
Registered Office:
The registered office of Future E-Commerce Infrastructure Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors:
The directors of Future E-Commerce Infrastructure Limited are:

1. Chandra Prakash Toshniwal

2. Sanjay Rathi
3. Sandeep Murthy
4. Sameer Sain

Shareholding Pattern:
Shareholding Pattern of Future E-Commerce Infrastructure Limited as on January 31, 2008 is:

Sr.
No. Name of the shareholder Number of equity shares held Percentage
1. Pantaloon Retail (India) Limited 16,998,000 84.99
2. IL&FS Trust Company Limited A/ c.
Pantaloon Employees Welfare Trust 250,000 1.25
3. Indivision India Partners 27,52,000 13.76
Total 2,00,00,000 100.00

Financial Performance:
The financial statements of Future E-Commerce Infrastructure Limited are not available as it is in the first
year of its incorporation.

20) Future Finance Limited

Corporate Information:
Future Finance Limited was incorporated on June 27, 1995 as Sivagami Finance and Investment Limited.
The name of the company was changed to Future Finance Limited on October 18, 2007. The company is
involved in the business of finance, factoring, investment, hire purchase and leasing and to finance
industrial, trading and manufacturing. The company became a subsidiary of Future Capital Holdings
Limited with effect from May 2, 2007 pursuant to the acquisition of the entire share capital of the company
by Future Capital Holdings Limited from Sivagami Holdings Private Limited in terms of a shareholders
agreement dated May 1, 2007. Future Finance Limited is a wholly owned subsidiary of Future Capital
Holdings Limited.

Registered Office:
The registered office of Future Finance Limited is at:

202 (Old No. 742)

Anna Salai
Chennai 600 002

Board of Directors:
The directors of Future Finance Limited are:

121
1. Sameer Sain
2. N.Shridhar
3. Pankaj Thapar
4. Rakesh Makkar

Shareholding Pattern:
Future Finance Limited is a wholly owned subsidiary of Future Capital Holdings Limited.

Financial Performance:
Summary audited financial statements:
(Rs. in lacs except per share data)
Particulars For six For the year For the year For the year
months ending ending ending
ended March 31, March 31, March 31,
September 2007 2006 2005
30, 2007
Equity Share Capital 225.00 99.00 99.00 99.00
Reserves and Surplus 25.21 28.00 27.43 25.28
Income 14.35 39.51 39.80 52.63
Profit After Tax (PAT) (2.78) 0.57 2.14 3.05
Earning Per Share (EPS) (Rs.) (0.21) 0.05 0.22 0.05
Net Asset Value (Book value per share) (Rs.) 11.12 12.82 12.77 12.55

21) Future Finmart Limited

Corporate Information:
Future Finmart Limited was incorporated on January 25, 2007 and is involved in the business of providing
or acting as direct selling agents, franchises, licenses, authorized sales agents etc., for any type of financial
and saving instruments.

Registered Office:
The registered office of Future Finmart Limited is at:

FCH House
Peninsula Corporate Park
Ganpatrao Kadam Marg
Lower Parel, Mumbai 400 013

Board of Directors:
The directors of Future Finmart Limited are:
1. P.M. Devaiah;
2. N. Shridhar; and
3. Ashutosh Lavakare

Shareholding Pattern:
Future Finmart Limited is a wholly owned subsidiary of Future Capital Holdings Limited.

Financial Performance:

(Rs. in lacs except per share data)

Particulars For six months ended September 30, 2007
Equity Share Capital 225.00
Reserves and Surplus (5.47)
Income -

122
Profit After Tax (PAT) (5.47)
Earning Per Share (EPS) (Rs.) (1.07)
Net Asset Value (Book value per share) (Rs.) 9.76

22) Future Generali India Insurance Company Limited

Corporate Information:
Future Generali India Insurance Company Limited was incorporated on October 30, 2006 and is involved
in the business of Insurance business except life insurance.

Registered Office:
The registered office of Future Generali India Insurance Company Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors:
The directors of Future Generali India Insurance Company Limited are:

1. Kishore Biyani
2. K.K. Rathi
3. Vijay Biyani
4. G N Bajpai
5. Deepak Sood
6. Ooi Kim Chai
7. Roberto Gasso
8. Sergio Balbinot

Shareholding Pattern:
Shareholding Pattern of Future Generali India Insurance Company Limited as on January 31, 2008 is:

Sr. No. Name of the shareholder Number of equity shares held Percentage
1. Pantaloon Retail (India) Limited 2,93,24,994 25.5
2. Shendra Advisory Services Private 5,63,50,000 49
Limited

123
Sr. No. Name of the shareholder Number of equity shares held Percentage
3. Participatie Maatschappij 2,93,25,000 25.5
Graafsschap Holland NV
4. Pantaloon Retail (India) Limited 1 0
jointly with K. K. Rathi
5. Pantaloon Retail (India) Limited 1 0
jointly with Chandra Prakash Toshniwal
6. Pantaloon Retail (India) Limited 1 0
jointly with Rajesh Kalyani
7. Pantaloon Retail (India) Limited 1 0
jointly with Sanjay Rathi
8. Pantaloon Retail (India) Limited 1 0
jointly with Ravindra Gupta
9. Pantaloon Retail (India) Limited 1 0
jointly with Vimal Dhruve
Total 11,50,00,000 100

Financial Performance:
Financial performance of Future Generali India Insurance Company Limited for fiscal 2007 is as follows:

(Amount in Rs.)

Particulars As at and for the year ended March 31, 2007

Net Sales and other Income 7,35,948
Net Profit/ (Loss)* (2,23,60,676)
Equity capital 5,00,000
Reserves Nil
Earnings per share (447.21)
Book value per Share (437.21)
* Debit balance in profit and loss account.

23) Future Generali India Life Insurance Company Limited

Corporate Information:
Future Generali India Life Insurance Company Limited was incorporated on October 30, 2006 is involved
in the business of insurance

Registered Office:
The registered office of Future Generali India Life Insurance Company Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors
The directors of Future Generali India Life Insurance Company Limited are:

1. Kishore Biyani
2. K.K. Rathi
3. G N Bajpai
4. Vijay Biyani

124
5. Girish Kulkarni
6. Ooi Kim Chai
7. Roberto Gasso
8. Sergio Balbinot

Shareholding Pattern:
Shareholding Pattern of Future Generali India Life Insurance Company Limited as on January 31, 2008 is:

Sr. No. Name of the shareholder Number of equity shares held Percentage
1. Pantaloon Retail (India) Limited 2,93,24,994 25.5
2. Sain Advisory Services Private
Limited 5,63,50,000 49
3. Participatie Maatschappij
Graafsschap Holland NV 2,93,25,000 25.5
4. Pantaloon Retail (India) Limited
jointly with Krishankant Rathi 1 0
5. Pantaloon Retail (India) Limited
jointly with Chandra Prakash Toshniwal 1 0
6. Pantaloon Retail (India) Limited
jointly with Rajesh Kalyani 1 0
7. Pantaloon Retail (India) Limited
jointly with Sanjay Rathi 1 0
8. Pantaloon Retail (India) Limited
jointly with Ravindra Gupta 1 0
9. Pantaloon Retail (India) Limited
jointly with Vimal Dhruve 1 0
Total 11,50,00,000 100

Financial Performance:
Financial performance of Future Generali India Life Insurance Company Limited for fiscal 2007 is as
follows:
(Amount in Rs.)

Particulars As at and for the year ended March 31, 2007

Net Sales and other Income 5,90,378
Net Profit/ (Loss)* (3,56,80,240)
Equity capital 5,00,000
Reserves Nil
Earnings per share (713.60)
Book value per Share (703.60)
* Debit balance in profit and loss account.

24) Future Hospitality Management Limited

Corporate Information:
Future Hospitality Management Limited was incorporated on March 31, 2007 and is involved in the
business of developing and managing business of all types of hotels, long stay apartments, service
apartments, motels, restaurants.

Registered Office:
The registered office of Future Hospitality Management Limited is located at:

125
FCH House
Peninsula Corporate Park
Ganpatrao Kadam Marg
Lower Parel, Mumbai 400 013

Board of Directors:
The directors of Future Hospitality Management Limited are:

1. P.M. Devaiah
2. N. Shridhar
3. Shishir Baijal

Shareholding Pattern:
Future Hospitality Management Limited is a wholly owned subsidiary of Future Capital Holdings Limited.

Financial Performance
Financial performance of Future Hospitality Management Limited for period ended September 30, 2007
(since incorporation) is as follows:

(Rs. in lacs except per share data)

Particulars For six months ended September 30, 2007
Equity Share Capital 5.00
Reserves and Surplus (0.75)
Income -
Profit After Tax (PAT) (0.75)
Earning Per Share (EPS) (Rs.) (1.51)
Net Asset Value (Book value per share) (Rs.) 8.49

25) Future Ideas Company Limited

Corporate Information:
Future Ideas Company Limited was incorporated on February 06, 2006 and is involved in the business of
knowledge trainers and idea generators.

Registered Office:
The registered office of Future Ideas Company Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors:
The directors of Future Ideas Company Limited are:

1. Ashni Biyani
2. Avanee Biyani
3. C P Toshniwal

126
Shareholding Pattern:
Shareholding pattern of Future Ideas Company Limited as on January 31, 2008 is as follows:

Sr. No. Name of the shareholder Number of equity shares held Percentage
1. Kishore Biyani 2,11,995 21.20
2. K.K. Rathi 1 0
3. Chandra Prakash Toshniwal 1 0
4. Ravindra Gupta 1 0
5. Rajesh Kalyani 1 0
6. Pankaj Patel 1 0
7. Vimal Dhruve 1 0
8. Sangita Biyani 7,87,999 78.80
Total 10,00,000 100

Financial Performance:
Financial performance of Future Ideas Company Limited for fiscal 2007 is as follows:

(Amount in Rs.)
Particulars As at and for the year ended June 30, 2007
Net Sales and other Income Nil
Net Profit/ (Loss)* (1,00,45,786)
Equity capital 1,00,00,000
Reserves Nil
Earnings per share (14.51)
Book value per Share (0.05)
* Debit balance in Profit and Loss account

26) Future Knowledge Services Limited

Corporate Information:
Future Knowledge Services Limited was incorporated on January 18, 2007 and is involved in the business
of business process outsourcing and knowledge process outsourcing.

Registered Office:
The registered office of Future Knowledge Services Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors
The directors of Future Knowledge Services Limited are:

1. Vivek Biyani
2. Chandra Prakash Toshniwal
3. Rakesh Biyani

Shareholding Pattern:
Future Knowledge Services Limited is a wholly owned subsidiary of PRIL.

127
Financial Performance:
Financial performance of Future Knowledge Services Limited for fiscal 2007 is as follows:

(Amount in Rs.)
Particulars As at and for the year ended June 30, 2007
Net Sales and other Income Nil
Net Profit/ (Loss)* (93,41,760)
Equity capital 5,00,000
Reserves Nil
Earnings per share (186.84)
Book value per Share (176.84)
* Debit balance in Profit and Loss account

27) Future Logistic Solutions Limited

Corporate Information:
Future Logistic Solutions Limited was incorporated under the Companies Act on March 8, 2006 and is
involved in the business of providing logistics, transportation and warehousing services.

Registered Office:
The registered office of Future Logistic Solutions Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors
The directors of Future Logistic Solutions Limited are:

1. K. K. Rathi
2. Chandra Prakash Toshniwal
3. Rakesh Biyani

Shareholding Pattern:
Future Logistic Solutions Limited is a wholly owned subsidiary of PRIL.

Financial Performance:
Financial Performance of Future Logistic Solutions Limited for last two fiscals is as follows:

(Amount in Rs.)
Particulars As at and for the year ended June As at and for the year ended June
30, 2007 30, 2006
Net Sales and other 3,72,78,112 Nil
Income
Net Profit/ (Loss)* (1,95,15,887) (65,185)
Equity capital 5,00,000 5,00,000
Reserves Nil Nil
Earnings per share (390.32) (1.30)
Book value per Share (381.62) 8.70
* Debit balance in profit and loss account.

128
28) Future Media (India) Limited

Corporate Information:
Future Media (India) Limited was incorporated on March 8, 2006 and is involved in the business of media
and entertainment.

Registered Office:
The registered office of Future Media (India) Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors
The directors of Future Media (India) Limited are:

1. K. K. Rathi
2. Sanjeev Agrawal
3. Sameer Sain
4. Kishore Biyani
5. Partha Dasgupta
6. Vikram Sakhuja
7. Pradeep Guha

Shareholding Pattern:
Shareholding Pattern of Future Media (India) Limited as on January 31, 2008 is:

A) Equity shares each of Rs. 10/- fully paid up.

Sr. No. Name of the shareholder
1. Pantaloon Retail (India) Limited
2. Pantaloon Retail (India) Limited
jointly with Chandra Prakash Toshniwal
3. Pantaloon Retail (India) Limited
jointly with Sanjeev Agrawal
4. Pantaloon Retail (India) Limited
jointly with Vimal Dhruve
5. Pantaloon Retail (India) Limited
jointly with Krishankant Rathi
6. Pantaloon Retail (India) Limited
jointly with Rajesh Kalyani
7. Pantaloon Retail (India) Limited
jointly with Pankaj Patel
Total
Number of equity shares held Percentage
4,49,994 100
1 0
1 0
1 0
1 0
1 0
1 0
450,000 100

B) Redeemable preference shares (0.01% Non Cumulative Compulsory Convertible Preference

Shares) each of Rs. 100/ - fully paid up. These shares carry voting rights.

Sr. Name of the shareholder Number of redeemable preference Percentage

No. shares held
1. Indivision India Partners 48,00,000 100

129
 Total 48,00,000 100

Financial Performance:
Financial Performance of Future Media (India) Limited for last two fiscals is as follows:

(Amount in Rs.)
Particulars As at and for the year ended June As at and for the year ended June
30, 2007 30, 2006
Net Sales and other 4,09,02,690 Nil
Income
Net Profit/ (Loss)* (4,11,00,049) (2,12,177)
Equity capital 45,00,000 5,00,000
Reserves Nil Nil
Earnings per share (91.33) (4.24)
Book value per Share (81.80) 5.76
* Debit balance in profit and loss account.

29) Future Mobile and Accessories Limited

Corporate Information:
Future Mobile and Accessories Limited was incorporated on June 23, 2007 and is involved in the business
of dealing in all kinds of communication products.

Registered Office:
The registered office of Future Mobile and Accessories Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors
The directors of Future Mobile and Accessories Limited are:

1. Chandra Prakash Toshniwal

2. Sanjay Rathi
3. Dinesh Maheshwari

Shareholding Pattern:
Future Mobile and Accessories Limited is a wholly owned subsidiary of PRIL.

Financial Performance:
The financial statements of Future Mobile and Accessories Limited are not available as it is in the first year
of its incorporation.

30) Future Ideas Realtors India Limited

Corporate Information:
Future Realtors India Limited was incorporated on November 5, 2007 and is involved in the business of
acquisition of properties and mall management.

130
Registered Office:
The registered office of Future Realtors India Limited is as follows:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors:
The Directors of Future Realtors India Limited are as follows:

1. Rajesh Kalyani
2. Sanjay Rathi
3. Dinesh Maheshwari

Shareholding Pattern:
The Shareholding Pattern of Future Realtors India Limited as on January 31, 2008 is:

Sr. No. Name of the shareholder Number of equity shares held Percentage
1. Kishore Biyani 49,994 100
2. Sanjay Rathi 1 0.00
3. Rajesh Kalyani 1 0.00
4. Ravindra Gupta 1 0.00
5. Vimal Dhruve 1 0.00
6. Subosh More 1 0.00
7. Arun Bhandari 1 0.00
Total 50,000 100.00

Financial Performance:
The financial statements of Future Ideas Realtors India Limited are not available as it is in the first year of
its incorporation.

31) Futurebazaar India Limited

Corporate Information:
Futurebazaar India Limited was incorporated on January 23, 2006 and is involved in the business of
retailing of all kinds of consumer goods and products through electronic mode.

Registered Office:
The registered office of Futurebazaar India Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors
The directors Futurebazaar India Limited are:

1. Ashni Biyani
2. Chandra Prakash Toshniwal
3. Prashant Desai

131
Shareholding Pattern:
Shareholding Pattern of Futurebazaar India Limited as on January 31, 2008 is:

Sr. No. Name of the shareholder Number of equity shares held Percentage
1. Kishore Biyani 49,994 0.26
2. Pantaloon Retail ( India) Limited 19,110,000 99.74
3. Sanjay Rathi 1 0
4. Krishankant Rathi 1 0
5. Chandra Prakash Toshnwial 1 0
6. Rajesh Kalyani 1 0
7. Pankaj Patel 1 0
8. Ravindra Gupta 1 0
Total 19,160,000 100

Financial Performance:
Summary audited financial statements:
(Amount in Rs.)
As at and for the year ended June As at and for the year ended June
Particulars 30, 2007 30, 2006
Net Sales and other 38,969,558 3,95,612
Income
Net Profit/ (Loss)* 170,716,435 (94,02,153)
Equity capital 150,500,000 5,00,000
Reserves Nil Nil
Earnings per share (85.32) (188.04)
Book value per Share (1.97) (178.04)
* Debit balance in Profit and Loss account

32) Galaxy Entertainment Corporation Limited

Corporate Information:
Galaxy Entertainment Corporation Limited was incorporated on August 13, 1981 and is involved in the
business of family entertainment.

Registered Office:
The registered office of Galaxy Entertainment Corporation Limited is located at:

17 C and D
Phoenix Mills Compound
Senapati Bapat Road
Lower Parel (West)
Mumbai 400 013

Shareholding Pattern:
Shareholding Pattern of Galaxy Entertainment Corporation Limited as on December 31, 2007, as filed with
the stock exchanges, is as follows:

S. No Category of Shareholder Number of Percentage of

Shares Shares
(A) Shareholding of Promoter and Promoter Group
Indian 91,69,163 58.59

132
S. No Category of Shareholder Number of Percentage of
Shares Shares
Foreign - -
Total Shareholding of Promoter and Promoter 91,69,163 58.59
(B) Public Shareholding
Institutions 14,84,872 9.49
Non-Institutions 49,95,900 31.92
Total Public Shareholding 64,80,772 41.41

(C)
Shares held by Custodians and against which
Depository Receips have been issued Nil Nil
GRAND TOTAL (A)+(B)+(C) 1,56,49,935 100.00

Board of Directors
The directors of Galaxy Entertainment Corporation Limited are as follows:

1 Mr. Atul Ruia

2 Mr. Sanjay Seksaria
3 Mr. Kishore Biyani
4 Mr. Rajneesh Agarwal
5 Mr. Shishir Baijal
6 Mr. Anil Harish
7 Ms. Udita Jhunjhunwala
8 Mr. Ajay Kejriwal
9 Mr. Ashok Ruia

Financial Performance:
Financial performance of Galaxy Entertainment Corporation Limited for last three fiscals is as follows:

(Amount in Rs.)
Particulars As at and for the As at and for the As at and for the
year ended year ended year ended
March 31, 2007 March 31, 2006 March 31, 2005
Net Sales and other Income 231,265,031 187,865,528 144,901,563
Net Profit/ (Loss) 8,471,762 48,101,417 6,747,833
Equity capital 127,120,000 127,120,000 127,120,000
Reserves 335,795,097 327,323,335 279,221,918
Earnings per share 0.67 3.78 0.63
Book value per Share 36.42 35.75 31.97

The equity shares of the company are listed on Bombay Stock Exchange Limited in ’S’ Group.

Share Price Information

The monthly high and low of the market price of the equity shares of Galaxy Entertainment Corporation
Limited having a face value of Rs. 10 each on BSE for the last six months is as follows:

Month High (Rs.) Low (Rs.)

August 2007 109.20 91.95
September 2007 112.80 93.20
October 2007 98.15 72.15
November 2007 139.50 68.75
December 2007 138.05 86.15
January 2008 144.95 74.95
Source: www.bseindia.com

133
The market capitalisation of Galaxy Entertainment Corporation Limited based on the closing price of Rs.
79.30 per equity share on the BSE on January 31, 2008 was Rs. 12410.4 lacs.

Other details relating to Galaxy Entertainment Corporation Limited

Details of public/ rights issue

Galaxy Entertainment Corporation Limited made an initial public offering of equity shares of having a face
value of Rs. 10 each that took place in 1987. The details of the same are not available with this company.

During the quarter ended December 31, 2007, Galaxy Entertainment Corporation Limited has no
outstanding complaints from the shareholders regarding change of address, non receipt of dividend
warrants, non receipts of balance sheet, etc.

33) Gupta Infrastructure (India) Private Limited

Corporate Information:
Gupta Infrastructure (India) Private Limited was incorporated on November 9, 2005 and is involved in the
business of development of infrastructure facilities.

Registered Office:
The registered office of Gupta Infrastructure (India) Private Limited is located at:

Shriram Towers
7th Floor
Kingsway
SV Patel Marg
Nagpur-440001
Maharashtra.

Board of Directors:
The directors of Gupta Infrastructure (India) Private Limited are:

1. Padmesh D. Gupta
2. Anuradha P Gupta
3. Rasesh B. Kanakia
4. K. K. Rathi

Shareholding Pattern:
Shareholding Pattern of Gupta Infrastructure (India) Private Limited as on January 31, 2008 is:

Sr. No. Name of the shareholder Number of equity shares held Percentage
1 Gupta Coal India Ltd 4,006,000 77.49
2 Pantaloon Retail (India) Ltd. 1,002,000 19.38
3 Cineline Entertainment (India) Pvt. Ltd. 2,000 0.04
4 Tasmaseem Commercial Private Ltd. 160,000 3.09
Total 5,170,000 100.00

134
Financial Performance:
Financial performance of Gupta Infrastructure (India) Private Limited for the last two fiscals is as follows:

(Amount in Rs.)
Particulars As at March 31, As at March 31,
2007 2006
Net Sales and other Income Nil Nil
Net Profit Nil Nil
Equity capital 5,17,00,000 1,00,000
Reserves 11,44,00,000 Nil
Earnings per share Nil Nil
Book value per Share 32.13 10

34) Harmony Malls Management Private Limited

Corporate Information:
Harmony Mall Management Private Limited was incorporated on May 19, 2006 and is involved in the
business of acquiring, developing, building, selling and leasing shopping malls and commercial complexes.

Registered Office:
The registered office of Harmony Malls Management Private Limited is at:

Knowledge House, Shyam Nagar,

Off Jogeshwari Vikhroli Link Road
Jogeshwari ( East )
Mumbai- 400060

Board of Directors:
The directors of Harmony Malls Management Private Limited are:

1. Vivek Biyani
2. Vimal Dhruve

Shareholding Pattern:
Harmony Malls Management Private Limited is a wholly owned subsidiary of Future Realtors India Private
Limited.

Financial Performance:
Financial performance of Harmony Malls Management Private Limited for the fiscal 2007 is as follows:
(Rs. in
lacs except per share data)
Particulars For the year ended March31,07
Equity Share Capital 1.00
Reserve & Surplus (0.12)
Net Sales and Other Income -
Profit after Tax ( PAT) (0.12)
Earning Per Share ( EPS) Rs. (1.20)
Net Asset Value ( Book value per share) Rs. 8.80

135
35) Home Lighting India Limited

Corporate Information:
Home Lighting India Limited was incorporated on January 24, 2007 and is involved in the business of
dealing in all kinds of electrical appliances.

Registered Office:
The registered office of Home Lighting India Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors
The directors of Home Lighting India Limited are:

1. Nimesh Mehta
2. Mahesh Shah
3. Kush Medhora
4. A V Anantharaman
5. Suresh Shah
6. Jinendra Shah

Shareholding Pattern:
Shareholding Pattern of Home Lighting India Limited as on January 31, 2008 is:

Name of Shareholder Number of shares Percentage (%)

Home Solutions Retail (India) Limited 5,10,000 51
Asian Electronics Limited 4,20,000 42
Idiom Design and Consulting Limited 70,000 7
Total 10,00,000 100.00

Financial Performance:
Financial performance of Home Lighting India Limited for fiscal 2007 is as follows:
(Amount in Rs.)
Particulars As at and for the year ended June 30, 2007
Net Sales and other Income 3,32,413
Net Profit/ (Loss)* (19,69,337)
Equity capital 1,00,00,000
Reserves Nil
Earnings per share (5.52)
Book value per Share 8.03
* Debit balance in Profit and Loss account

36) Home Solutions Retail (India) Limited

Corporate Information:
Home Solutions Retail (India) Limited was incorporated on October 4, 2004 and is involved in the business
of retailing of various home appliances and providing professional expertise for home improvement and
other services.

136
Registered Office:
The registered office of Home Solutions Retail (India) Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors
The directors of Home Solutions Retail (India) Limited are:

1. Kishore Biyani
2. Vivek Biyani
3. Bala Deshpande
4. Vamesh Chovatia

Shareholding Pattern:
Shareholding Pattern of Home Solutions Retail (India) Limited as on January 31, 2008:

A) Equity shares each of Rs. 10 each fully paid up:

Name of Shareholder Number of Percentage (%)

shares
Pantaloon Retail (India) Limited 20,015,913 76.38
Kotak Mahindra Private Equity Trustee Limited A/ c India
Growth Fund, a unit scheme of Kotak SEAF India Fund 17,48,011 6.67
The Western India Trustee and Executor Company
Limited (India Advantage Fund – V) 41,93,165 16.00
IL& FS Trust Company Limited A/ c. Pantaloon
Employees Welfare Trust 2,50,000 0.95
Total 2,32,07,089 100.00

B) Redeemable Preference Shares each of Rs. 100 each fully paid up

Sr. Name of the shareholder Number of redeemable preference Percentage

No. shares held
1. LIC Mutual Fund Asset 2,000,000 100
Management Company Limited
Total 2,000,000 100

Financial Performance:
Financial performance of Home Solutions Retail (India) Limited for last three fiscals is as follows:
(Rs. in lacs except per share data)
Particulars As at and for the year As at and for the year As at and for the year
ended June 30, 2007 ended June 30, 2006 ended June 30, 2005
Net Sales and 32,651.06 6,376.40 Nil
other Income
Net Profit/ (Loss)* (4,089.17) (579.27) (2.68)
Equity capital 4,320.71 1,751.55 5.00
Reserves 12,704.29 Nil Nil
Earnings per share (19.31) (15.99) (11.01)
Book value per 44.62 6.69 4.64
Share
* Debit balance in Profit and Loss account

137
37) Home Solutions Services (India) Limited

Corporate Information:
Home Solutions Services (India) Limited was incorporated on January 18, 2007 and is involved in the
business of providing various services for home improvement and other administrative and management
services.

Registered Office:
The registered office of Home Solutions Services (India) Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors
The directors of Home Solutions Services (India) Limited are:

1. Ashutosh Vidwans
2. Dinesh Maheshwari
3. Nimesh Mehta

Shareholding Pattern:
Home Solutions Services (India) Limited is a wholly owned subsidiary of Home Solutions Retail (India)
Limited.

Financial Performance:
Financial performance of Home Solutions Services (India) Limited for fiscal 2007 is as follows:
(Amount in Rs.)
Particulars As at and for the year ended June 30, 2007
Net Sales and other Income Nil
Net Profit/ (Loss)* (1,29,025)
Equity capital 5,00,000
Reserves Nil
Earnings per share (2.58)
Book value per Share 7.42
* Debit balance in Profit and Loss account

38) Idiom Design and Consulting Limited

Corporate Information:
This company was incorporated on February 7, 2005 and is involved in the business of designing and
consultancy.

Registered Office:
The registered office of Idiom Design and Consulting Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

138
Board of Directors:
The directors of Idiom Design and Consulting Limited are:

1. Ashni Biyani
2. Chandra Prakash Toshniwal
3. Avanee Biyani

Shareholding Pattern:
Shareholding pattern of Idiom Design and Consulting Limited as on January 31, 2008 is as under:

Sr. No. Name of the shareholder Number of equity shares held Percentage
1. Kishore Biyani 4,094 1
2. Avanee and Ashi Securities Pvt. Ltd 1,95,900 48
3. Subramaniam Sundar 36,700 9
4. Jacob Mathew 40,800 10
5. Anand Aurora 36,700 9
6. Sonia Manchanda 40,800 10
7. Girish Raj Nair 36,700 9
8 Akbar Biviji 8,200 2
9. Ashni Biyani 8,100 2
Total 4,08,000 100

Financial Performance:
Financial performance of Idiom Design and Consulting Limited for fiscal 2006 and fiscal 2007 are as
follows:
(Amount in Rs.)
Particulars As at and for the year ended March As at and for the year ended March
31, 2007 31, 2006
Net Sales and other 114,581,824 5,99,15,100
Income
Net Profit 7,864,407 30,28,614
Equity capital 4,080,000 40,80,000
Reserves 3,939,321 3,15,28,614
Earnings per share 19.28 18.63
Book value per Share 106.55 87.28

39) Indivision Investment Advisors Limited

Corporate Information:
Indivision Investment Advisors Limited was incorporated on November 21, 2005 and is involved in the
business of in investment consultancy and financial advisory services relating to takeover bids, mergers,
amalgamations and diversifications.

Registered Office:
The registered office of Indivision Investment Advisors Limited is at:

FCH House
Peninsula Corporate Park
Ganpatrao Kadam Marg
Lower Parel, Mumbai 400 013

139
Board of Directors
The directors of Indivision Investment Advisors Limited are:

1. Krishan Kant Rathi;

2. Sameer Sain; and
3. N.Shridhar.
4. G. N. Bajpai

Shareholding Pattern:
Indivision Investment Advisors Limited is a wholly owned subsidiary of Future Capital Holdings Limited.

Financial Performance:
Summary audited financial statements:
(Rs. in lacs except per share data)
For six
For the year For the year
months
ending ending
Particulars ended
March 31, March 31,
September
2007 2006
30, 2007
Equity Share Capital 225.00 50.00 50.00
Reserves and Surplus 230.73 154.35 (264.25)
Income 772.37 1,491.03 -
Profit (Loss) After Tax (PAT) 76.38 418.60 (264.25)
Earning Per Share (EPS)* (Rs.) 7.59* 83.72 (414.58)
Net Asset Value (Book value per share) (Rs.) 20.25 40.87 (42.85)
*EPS is on enlarged capital

40) Indus-League Clothing Limited

Corporate Information:
Indus-League Clothing Limited was incorporated on November 25, 1998 and is involved in the business of
Manufacturing and Trading of Garments.

Registered Office:
The registered office of Indus-League Clothing Limited is located at:

# 16/ 2
Ali Asker Road
Bangalore 560 052

Board of Directors:
The directors of Indus-League Clothing Limited are as follows:

1. MSS Jalaludin
2. J Ramachandran
3. Bala Deshpande
4. Gautam Dalmia
5. Kailash Bhatia
6. R Sridhar

Shareholding Pattern:
Shareholding Pattern of Indus-League Clothing Limited as on January 31, 2008 is as follows:

Sr. No. Name of the shareholder Number of equity shares held Percentage
1. Pantaloon Industries Limited 13,846,922 74.35%
2. PFH Entertainment Limited 1,747,500 9.38%

140
Sr. No. Name of the shareholder Number of equity shares held Percentage
3. Pantaloon Employees Welfare Trust 250,000 1.34%
4. Shree Nirman Limited 1,370,126 7.36%
5. Dalmia Cement ( Bharat) Limited 1,263,600 6.78%
6. Anupama Investment Limited 140,252 0.75%
7 Directors and Director's Relatives 2,000 0.01%
8. Employees 1,000 0.01%
9. Others 3,000 0.02%
Total 18,624,400 100.00%

Financial Performance:
Financial Performance of Indus-League Clothing Limited for last three fiscals is as follows:

(In Rs. lacs except share data)

Particulars For the year ending For the year ending For the year
March 31, 2007 March 31, 2006 ending
March 31,
2007
Net sales and other income 15,470.01 98,496.83 52,218.90
Net Profit/ (Loss)* 413.18 (4,472.20) (4,741.80)
Equity Capital 1,862.44 1,887.44 1,669.63
Reserves 2,121.00 2,096.00 Nil
Earnings per share 2.23 (2.4) (5.08)
Book Value per share 6.47 5.22 7.033
* Debit balance in profit and loss account for the year 2006 and 2005.

41) Iskrupa Mall Management Private Limited

Corporate Information:
Iskrupa Mall Management Company Private Limited was incorporated on February 21, 2005 as a Special
Purpose Vehicle (SPV) and is involved in the business of acquiring, developing, building, selling and
leasing shopping malls and commercial complexes.

Registered Office:
The registered office of Iskrupa Mall Management Company Private Limited is at:

Knowledge House, Shyam Nagar

Off Jogeshwari Vikhroli Link Road
Jogeshwari ( East )
Mumbai- 400060

Board of Directors:
The directors of Iskrupa Mall Management Company Private Limited are:

1. Gopikishan Biyani
2. Anil Biyani

Shareholding Pattern:
Iskrupa Mall Management Company Private Limited is a wholly owned subsidiary of Future Realtors India
Private Limited.

141
Financial Performance:
Financial performance of Iskrupa Mall Management Company Private Limited for fiscal 2005, fiscal 2006,
fiscal 2007 is as follows:

(Rs. in lacs except per share data)

Particulars For the year For the year For the year
ended ended ended
March 31, 2007 March 31, 2006 March 31, 2005
Equity Share Capital 11.00 1.91 1.00
Reserve & Surplus 32.93 (0.63) (0.14)
Income 166.98 - -
Profit after Tax 33.55 (0.48) (0.14)
(PAT)
Earning Per Share 30.50 (2.53) (1.44)
(EPS)
Net Asset Value 39.93 6.71 8.56
(Book value per
share)

42) KB Mall Management Company Limited

Corporate Information:
KB Mall Management Company Limited was incorporated on May 14, 2004 and is involved in the
business of acquiring, developing, building, selling and leasing shopping malls and commercial complexes.

Registered Office:
The registered office of KB Mall Management Company Limited is at:

Knowledge House, Shyam Nagar.

Off Jogeshwari Vikhroli Link Road
Jogeshwari ( East ), Mumbai- 400060

Board of Directors:
The directors of KB Mall Management Company Limited are:

1. Kishore Biyani
2. Vijay Biyani
3. Gopikishan Biyani

Shareholding Pattern:
KB Mall Management Company Limited is a wholly owned subsidiary of Future Realtors India Private
Limited.

Financial Performance:
Financial performance of KB Mall Management Company Ltd. for the fiscal 2005, fiscal 2006 and fiscal
2007 is as follows:
(Rs. in lacs except per share data)
For the year ended For the year ended For the year ended
Particulars March 31, 2007 March 31, 2006 March 31, 2005
Equity Share Capital 54.00 5.00 5.00
Reserve and Surplus (438.00) 37.00 (9.24)
Net Sales and Other
Income 1385.72 753.25 108.75
Profit after Tax (720.00) 46.24 (9.24)

142
 For the year ended For the year ended For the year ended
Particulars March 31, 2007 March 31, 2006 March 31, 2005
(PAT)
Earning Per Share (EPS) (133.33) 92.48 (18.48)
Net Asset Value (Book
value per share) (71.11) 83.99 (8.48)

43) Kshitij Investment Advisory Company Limited

Corporate Information:
Kshitij Investment Advisory Company Limited was incorporated on December 31, 2004 and is involved in
the business of business of providing financial, investment advisory services, management and facilitation
services.

Registered Office:
The registered office of Kshitij Investment Advisory Company Limited is at:

FCH House
Peninsula Corporate Park
Ganpatrao Kadam Marg
Lower Parel, Mumbai 400 013

Board of Directors:
The directors of Kshitij Investment Advisory Company Limited are:

1. Mr. Ajay Chandra

2. Mr. Sameer Sain
3. Mr. N. Shridhar
4. Mr. Krishan Kant Rathi
5. Mr. G. N. Bajpai

Shareholding Pattern:
Kshitij Investment Advisory Company Limited is a wholly owned subsidiary of Future Capital Holdings
Limited.

Financial Performance:
Summary audited financial statements:

(Rs. in lacs except per share data)

For six
For the year For the year
months
ending ending
Particulars ended
March 31, March 31,
September
2007 2006
30, 2007
Equity Share Capital 300.00 300.0 300.00
Reserves and Surplus (69.35) (133.73) (99.12)
Income 1,344.62 1,519.97 1,020.55
Profit (Loss) After Tax (PAT) 64.38 (34.61) (99.11)
Earning Per Share (EPS)* (Rs.) 2.15 (1.15) (13.87)
Net Asset Value (Book value per share) (Rs.) 7.69 5.54 6.70
* Debit balance in profit and loss account for the year 2007 and 2006.

143
44) Kshitij CapitaLand Mall Management Private Limited

Corporate Information:
Kshitij CapitaLand Mall Management Private Limited was incorporated on April 25, 2006 as Satyam Mall
Management Private Limited and is involved in the business of mall management services.

Registered Office:
The registered office of Kshitij CapitaLand Mall Management Private Limited is located at:

FCH House
Peninsula Corporate Park
Ganpatrao Kadam Marg
Lower Parel, Mumbai 400 013

Board of Directors:
The directors of Kshitij CapitaLand Mall Management Private Limited are:

1. Pua Seck Guan

2. Simon Ho Thai
3. Shishir Baijal
4. N. Shridhar
5. Sanjiv Dasgupta

Shareholding Pattern:
Kshitij CapitaLand Mall Management Private Limited is a 50-50% joint venture between Future Capital
Holdings Limited and CapitaLand Retail India Pte Ltd.

Financial Performance:
Financial performance of Kshitij CapitaLand Mall Management Private Limited for fiscal 2007 and six
months ended September 30, 2007 is as follows:
(Rs. in lacs except per share data)
Particulars For six months ended For the year ending March
September 30, 2007 31, 2007
Equity Share Capital 68.40 2.00
Share application money pending 498.00
allotment -
Reserves and Surplus 43.26 (164.20)
Income 57.99 20.73
Profit After Tax (PAT) (224.14) (164.20)
Earning Per Share (EPS) (Rs.) (33.30) (1615.54)
Net Asset Value (Book value per share)
(Rs.) 16.32 (811.01)

45). Manz Retail Private Limited

Corporate Information:
Manz Retail Private Limited was incorporated on October 7, 1994 and is involved in the business of
import, export, buying, selling, and retailing in clothing, apparels, accessories and such other activities.

Registered Office:
The registered office of Manz Retail Private Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road

144
Jogeshwari (East)
Mumbai 400 060

Board of Directors
The directors of Manz Retail Private Limited are as follows:

1) Kishore Biyani
2) C.P. Toshniwal

Shareholding Pattern:
The shareholding pattern of Manz Retail Private Limited as on January 31, 2008 is as follows:

Sr. No. Name of the shareholder Number of equity shares held Percentage
1. Laxminarayan Biyani 1500 0.79
2. Vijay Biyani 1500 0.79
3. Kishore Biyani 1502 0.79
4. Anil Biyani 1500 0.79
5. Gopikishan Biyani 1598 0.84
6. Sunil Biyani 1200 0.63
7. Rakesh Biyani 1200 0.63
8. Akar Estate & Finance Pvt. Limited 179375 94.72
Total 189375 100.00

Financial Performance:
Financial performance of Manz Retail Private Limited for last three fiscals is as follows:

(In Rs. lacs except share data)

Particulars As at and for the year As at and for the year As at and for the year
ended March 31, 2007 ended March 31, 2006 ended March 31, 2005
Net Sales and 629.59 151.73 30.74
other Income
Net Profit 26.70 92.87 17.34
Equity capital 18.93 1.00 1.00
Reserves 637.24 478.58 385.70
Earnings per share 68.48 928.79 173.45
Book value per 346.50 4,795.88 3,867.09
Share

46) Maruti Dwellers Private Limited

Corporate Information:
Maruti Dwellers Private Limited was incorporated on December 31, 2004 and is involved in the business of
acquiring, developing, building, selling and leasing shopping malls and commercial complexes.

Registered Office:
The registered office of Maruti Dwellers Private Limited at:

01, Datt Digamber,

R.C. Patel Road
Chandavarkar Lane,
Borivali (W)
Mumbai

145
Board of Directors
The directors of Maruti Dwellers Private Limited are as follows:

1. Mukesh C. Agarwal
2. Urmila M. Agarwal

Shareholding Pattern:
Shareholding pattern of Maruti Dwellers Private Limited as on January 31, 2008 is as follows:

Sr. No. Name of the shareholder No. of equity shares held Percentage
1. Future Realtors India Pvt. Ltd. 75,000 75.00
2. Mukesh C. Agarwal 9,500 9.50
3. Urmila M. Agarwal 9,500 9.50
4. Narendra C. Gupta 6,000 6.00
Total 100,000 100.00

Financial Performance:
Financial performance of Maruti Dwellers Private Limited for fiscal 2005, fiscal 2006 and fiscal 2007 is as
follows:
(In Rs. lacs except share data)
Particulars For the year For the year ended As at and for the year
ended March 31, March 31, 2006 ended March 31, 2005
2007
Equity Share capital 10 10 10
Reserves (2.32) (1.12) (0.48)
Net Sales and other - - -
income
Profit After Tax (1.20) (0.64) (0.48)
Earnings per share (EPS) (1.20) (0.64) (0.48)
Net Asset Value 7.68 8.88 9.52
(Book value per share)
* Debit balance in profit and loss account.

47) Myra Mall Management Company Limited

Corporate Information:
Myra Mall Management Company Limited was incorporated on March 2, 2006 and is involved in the
business of acquiring, improving, building, selling leasing, managing, commercially exploiting and dealing
in real estate and properties of diverse natures.

Registered Office:
The registered office of Myra Mall Management Company Limited is at:

FCH House
Peninsula Corporate Park
Ganpatrao Kadam Marg
Lower Parel, Mumbai 400 013

Board of Directors
The directors of Myra Mall Management Company Limited are:

1. Shishir Baijal;
2. Sanjeev Dasgupta; and

146
3. N. Shridhar

Shareholding Pattern:
Myra Mall Management Company Limited is a wholly owned subsidiary of Future Capital Holdings
Limited

Financial Performance:
Summary audited financial statements:
(In Rs. lacs except share data)
Particulars For six For the year For the year
months ended ending March ending March
September 30, 31, 2007 31, 2006
2007
Equity Share Capital 100.00 100.00 1.00
Reserves and Surplus (165.41) (128.92) (0.23)
Income 455.14 261.00 -
Profit After Tax (PAT) (36.49) (128.69) (0.23)
Earning Per Share (EPS)* (Rs.) (3.65) (16.38) (2.39)
Net Asset Value (Book value per share) (Rs.) (6.54) (2.89) 7.60
* Debit balance in profit and loss account

48) Nishta Mall Management Company Private Limited

Corporate Information:
Nishta Mall Management Company Private Limited was incorporated on August 16, 2004 and is involved
in the business to acquire, develop, improve, build, sell, lease, manage, commercially exploit and otherwise
deal in real estate, properties of all nature and description or any rights therein including land, buildings and
other estate and realty relating to shopping malls and commercial complexes.

Registered Office:
The registered office of Nishta Mall Management Company Private Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors:
The directors of Nishta Mall Management Company Private Limited are as follows:

1. Anil Biyani
2. Kishore Biyani

Shareholding Pattern:
Nishta Mall Management Company Private Limited is a wholly owned subsidiary of Future Realtors India
Private Limited.

147
Financial Performance:
Financial performance of Nishta Mall Management Company Private Limited for last three fiscals is as
follows:

(In Rs. lacs except share data)

Particulars As at and for the year As at and for the year As at and for the year
ended March 31, 2007 ended March 31, 2006 ended March 31, 2005
Net Sales and other 105.78 52.89 Nil
Income
Net Profit 50.81 7.97 Nil
Equity capital 1.00 1.00 1.00
Reserves 38.55 7.97 Nil
Earnings per share 305.81 79.75 (0.00)
Book value per 395.56 88.78 8.79
Share

49) Niyman Mall Management Company Private Limited

Corporate Information:
Niyman Mall Management Company Private Limited was incorporated on August 16, 2004 and is involved
in the business to acquire, develop, improve, build, sell, lease, manage, commercially exploit and otherwise
deal in real estate, properties of all nature and description or any rights therein including land, buildings and
other estate and realty relating to shopping malls and commercial complexes.

Registered Office:
The registered office of Niyman Mall Management Company Private Limited is as follows:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors:
The directors of Niyman Mall Management Company Private Limited are as follows:

1. Vijay Biyani
2. Anil Biyani

Shareholding Pattern:
Niyman Mall Management Company Private Limited is a wholly owned subsidiary of Future Realtors
India Private Limited.

Financial Performance:
Financial performance of Niyman Mall Management Company Private Limited for last three fiscals is as
follows:

(In Rs. lacs except share data)

Particulars As at and for the year As at and for the year As at and for the year
ended March 31, 2007 ended March 31, 2006 ended March 31, 2005
Net Sales and 165.52 149.45 Nil
other Income
Net Profit 15.98 24.56 Nil
Equity capital 1.00 1.00 1.00
Reserves 23.19 24.56 Nil

148
Particulars As at and for the year As at and for the year As at and for the year
ended March 31, 2007 ended March 31, 2006 ended March 31, 2005
Earnings per (13.76) 245.70 Nil
share
Book value per 241.93 254.73 8.79
Share

50) Ojas Mall Management Private Limited

Corporate Information:
Ojas Mall Management Private Limited was incorporated on May 15, 2006 and is involved in the business
of acquiring, developing, building, selling and leasing shopping malls and commercial complexes.

Registered Office:
The registered office of Ojas Mall Management Private Limited is at:

Knowledge House, Shyam Nagar

Off Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai - 400060

Board of Directors:
The directors of Ojas Mall Management Private Limited are:

1. Rajesh Kumar Sharma

2. Anand Adukia

Shareholding Pattern:
Ojas Mall Management Private Limited is a wholly owned subsidiary of Future Realtors India Private
Limited.

Financial Performance:
Financial performance of Ojas Mall Management Private Limited for fiscal 2007 is as follows:
(In Rs. lacs except share data)
Particulars For the year
ended March 31, 2007
Equity Share Capital 1.00
Reserve and Surplus (0.19)
Net Sales and Other Income -
Profit after Tax ( PAT) (0.19)
Earning Per Share ( EPS) (1.86)
Net Asset Value ( Book value per share) 8.14

51) Pantaloon Food Product (India) Limited

Corporate Information:
Pantaloon Food Product (India) Limited was incorporated on April 13, 2005 and is involved in the business
of dealing in all kinds of food products.

149
Registered Office:
The registered office of Pantaloon Food Product (India) Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors
The directors of Pantaloon Food Product (India) Limited are:

1. Chandra Prakash Toshniwal

2. Damodar Mall
3. Narendra Baheti
4. Sadashiv Nayak

Shareholding Pattern:
Shareholding pattern of Pantaloon Food Product (India) Limited is as follows:

Sr. No. Name of the shareholder Number of equity shares held Percentage
1. Pantaloon Retail (India) Limited 9,600,000 87.28
2. Narendra Baheti 600,000 5.45
3. Rajendra Baheti 600,000 5.45
4. Govind Baheti 100,000 0.91
5. Manoj Baheti 100,000 0.91
Total 11,000,000 100.00

Financial Performance:
Financial performance of the company for last two fiscals is as follows:

(Amount in Rs.)
Particulars As at and for the year ended As at and for the year ended
June 30, 2007 June 30, 2006
Net Sales and other Income 1,47,98,26,436 54,38,76,085
Net Profit/ (Loss) 34,24,019 7,45,063
Equity capital 3,63,00,000 5,00,000
Reserves 41,69,082 7,45,063
Earnings per share (Basic) 49.18 16.06
Earnings per share (Diluted) 49.18 0.49
Book value per Share 11.15 24.90

52) Pan India Food Solutions Private Limited

Corporate Information:
Pan India Food Solutions Private Limited was incorporated on May 1, 2006 and is involved in the business
of restaurants and food courts.

Registered Office:
The registered office of Pan India Food Solutions Private Limited is locates at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road

150
Jogeshwari (East)
Mumbai 400 060

Board of Directors
The directors of Pan India Food Solutions Private Limited are as follows:

1. Chandra Prakash Toshniwal

2. Sunil Kapur

Shareholding Pattern:
Shareholding Pattern of Pan India Food Solutions Private Limited as on January 31, 2008 is as follows:

Name of the Shareholders Number of shares Percentage

Pantaloon Retail (India) Limited 10,005,000 50
Blue Foods Private Limited 10,005,000 50
Total 20,010,000 100.00

Financial Performance:
The Financial Statements of PAN India Food Solutions Private Limited for fiscal 2006 are as follows:
(Amount in Rs.)
Particulars For the year ending June 30, For the year ending June 30,
2007 2006
Net Sales and other Income 179,592,567 Nil
Net Profit/ (Loss)* 145,105,250 (28,31,231)
Equity capital 200,100,000 1,00,000
Reserves Nil Nil
Earnings per share (14.95) (283.12)
Book value per Share 2.61 (273.12)
*Debit balance in Profit and Loss account

53) Pantaloon Industries Limited

Corporate Information:
Pantaloon Industries Limited was incorporated on July 15, 1987 and is involved in the business of
purchase, sale, manufacture and treatment of various kinds of fabrics.

Registered Office:
The registered office of Pantaloon Industries Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors:
The directors of Pantaloon Industries Limited are as follows:

1. Vijay Biyani
2. Anil Biyani
3. Sunil Biyani
4. Krishna Kumar Murarka
5. Kishore Biyani
6. Hemang Savla
7. Rakesh Singhvi

151
Shareholding Pattern:
Shareholding pattern of Pantaloon Industries Limited as on December 31, 2007 is as follows:

Category Category of Total As a

code Shareholder number percentage of
of shares (A+B+C)
(A) Shareholding of Promoter and 5,546,987 94.67
Promoter Group
1. Kishore Biyani
2. Vijay Biyani
3. Anil Biyani
4. Sunil Biyani
5. Gopikishan Biyani
6. Rakesh Biyani
7. Laxminarayan Biyani
8. Godavaridevi Biyani
9. Sampat Biyani
10. Santosh Biyani
11. Sangeeta Biyani
12. Lata Biyani
13. Archana Biyani
14. Laxminarayan Biyani HUF (held on
behalf of partnership firm)
15. Kishore Biyani (held on behalf of
partnership firm)
16. ESES Commercials Pvt. Ltd.
17. Varnish Trading Pvt. Ltd.
18. PFH Entertainment Ltd.
19. Manz Retail Pvt. Ltd.

(B) Non-institutions
(a) Bodies Corporate 55,531 0.95
(b) Individuals:
I i. Individual shareholders holding nominal 198,834 3.39
share capital up to Rs 1 lac
II ii. Individual shareholders holding 40,000 0.68
nominal share capital in excess of Rs. 1
lac.
(c) Any Other (specify)
(c-i) Clearing Member 0 0.00
(c-ii) Non Resident Indians 18,068 0.31
Total (B) 312,433 5.33
(B) Total Non-institutions Shareholding 312,433 5.33

Total (A)+(B) 5,859,420 100.00

152
Financial Performance:
Financial performance of Pantaloon Industries Limited for last three fiscals is as follows:

(Rs. in lacs except per share data)

Particulars As at and for the As at and for the year As at and for the year
year ended ended December 31, ended December 31,
December 31, 2006 2005 2004
Net Sales and other 6,859.43 9,403.13 9,597.56
Income
Net Profit (206.34) (41.41) (250.14)
Equity capital 587.48 587.48 587.48
Reserves 203.86 1,582.26 1,623.41
Earnings per share (3.52) (0.70) (4.29)
Book value per Share 61.24 79.85 39.44

Pantaloon Industries Limited was listed on the Bombay Stock Exchange since June 30, 1994 and got de-
listed with effect from April 3, 2007 at a delisting price of Rs. 367.3.

54) PFH Entertainment Limited

Corporate Information:
PFH Entertainment Limited was incorporated on March 8, 1996 and is involved in the business of
exhibiting, distributing, hiring, purchasing and selling of films, Indian and foreign, in India or elsewhere.

Registered Office:
The registered office of PFH Entertainment Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors
The directors of PFH Entertainment Limited are as follows:

1. Laxminarayan Biyani
2. Gopikishaan Biyani
3. Anil Biyani
4. Sanjeev Agrawal

Shareholding Pattern:
Shareholding pattern of PFH Entertainment Limited as on January 31, 2008 is as follows:

Sr. Name of the shareholder Number of equity shares Percentage

No. held
1. Ashirwad Savings & Investments Ltd 182800 19.83
2. Laxminarayan Biyani HUF (held on behalf of 67000 7.27
Bansi Silk Mills)
3. Gopikishan Biyani HUF (held on behalf of Bansi 24993 2.71
Silk Mills)
4. Ascend Capital Resources Pvt. Ltd 24500 2.66

153
Sr. Name of the shareholder Number of equity shares Percentage
No. held
5. Sanman Project Finance & Management (India) 21000 2.28
Pvt. Ltd
6. Manz Retail Private Ltd. 20000 2.17
7. Akar Estate & Finance Private Limited 370000 40.13
8. Others 211707 22.95
Total 922000 100.00

Financial Performance:
Financial performance of PFH Entertainment Limited for last three fiscals is as follows:

(Rs. in lacs except per share data)

Particulars As at and for the year As at and for the year As at and for the year
ended March 31, 2007 ended March 31, 2006 ended March 31, 2005
Net Sales and other 8,229.92 5,821.40 1,946.67
Income
Net Profit / (Loss) (292.94) 210.20 19.27
Equity capital 92.20 91.20 91.20
Reserves 268.80 264.80 264.80
Earnings per share (31.28) 23.05 2.02
Book value per (19.04) 12.29 (10.78)
Share

55) Planet Retail Holdings Private Limited

Corporate Information:
Planet Retail Holdings Private Limited was incorporated on November 15, 1999 and is involved in the
business of retailing of sports goods.

Registered Office:
The registered office of Planet Retail Holdings Private Limited is located at:

7A & 8A
Gaurav Tower – I
Malviya Nagar
Jaipur – 302017

Board of Directors
The directors of Planet Retail Holdings Private Limited are as follows:

1. Virendra Prakash Sharma

2. Anil Biyani
3. Ved Prakash Arya
4. Arun Bhardwaj

Shareholding Pattern:
Shareholding pattern of Planet Retail Holdings Private Limited as on January 31, 2008 is as follows:

Sr. No. Name of the shareholder Number of the equity shares held Percentage
1. Magnus Fashion Tradelinks Private Ltd. 2,956,834 51.00
2 Pantaloon Retail (India) Limited 2,840,880 49.00
Total 5,797,714 100.00

154
Financial Performance:
Financial performance of the Planet Retail Holdings Private Limited for last three fiscals is as follows:

(In Rs. lacs except share data)

Particulars As at and for the year As at and for the year As at and for the year
ended March 31, 2007 ended March 31, 2006 ended March 31, 2005
Net Sales and 8,983.70 6,428.40 2,955.00
other Income
Net Profit/ (Loss)* (556.10) (192.00) 23.60
Equity capital 579.80 579.80 579.80
Reserves 2,318.90 2,318.90 1,987.20
Earnings per share (9.59) (3.31) 0.86
Book value per 31.37 40.97 44.27
Share
*Debit balance in Profit and Loss account of the years 2007 and 2006

56) Realterm FCH Logistics Advisors Private Limited

Corporate Information:
Realterm FCH Logistics Advisors Private Limited was incorporated on July 12, 2007 and is involved in the
business of investment advisory services with focus on logistics sector. It changed its name on October 17,
2007.

Registered Office:
The registered office of Realterm FCH Logistics Advisors Private Limited is located at:

FCH House
Peninsula Corporate Park
Ganpatrao Kadam Marg
Lower Parel
Mumbai – 400 0013

Board of Directors
The directors of Realterm FCH Logistics Advisors Private Limited are:

1. Robert Pavrey
2. Pankaj Thapar
3. Brian Oravec
4. Shishir Baijal

Shareholding Pattern:
Realterm FCH Logistics Advisors Private Limited is a 50-50% joint venture between Future Capital
Holdings Limited and Aeroterm Mauritius Limited.

Financial Performance:
Financial statements for Realterm FCH Logistics Advisors Private Limited are not available as it is in the
first year of its incorporation.

57) Riddhi Siddhi Mall Management Private Limited

Corporate Information:
Riddhi Siddhi Mall Management Private Limited was incorporated on May 19, 2006 and is involved in the
business of acquiring, developing, building, selling and leasing shopping malls and commercial complexes.

155
Registered Office:
The registered office of Riddhi Siddhi Mall Management Private Limited is at:

Knowledge House, Shyam Nagar

Off Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai - 400060

Board of Directors
The directors of Riddhi Siddhi Mall Management Private Limited are:

1. Vivek Biyani
2. Vimal Dhruve
3. Rajesh Kalyani
4. Mayank Jalan

Shareholding Pattern:
Shareholding pattern of Riddhi Siddhi Mall Management Private Limited as on January 31, 2008 is as
follows:

Sr. No. Name of the shareholder No. of equity shares Percentage

held
1. Future Realtors India Pvt. Ltd. 5000 50.00
3. Keventer Projects Ltd. 4999 49.99
4. Happy Highrises Ltd. 1 0.01
Total 10000 100.00

Financial Performance:
Financial performance of Riddhi Siddhi Mall Management Private Limited for the fiscal 2007 is as follows:
(In Rs. lacs except share data)
Particulars For the year
ended March 31, 2007
Equity Share Capital 1.00
Reserve and Surplus (0.16)
Income -
Profit after Tax ( PAT) (0.16)
Earning Per Share ( EPS) (1.60)
Net Asset Value 8.40
(Book value per share)

58) Sain Advisory Services Private Limited

Corporate Information:
Sain Advisory Services Private Limited was incorporated on March 10, 2005 and is involved in the
business of advisory services.

Registered Office:
The registered office of Sain Advisory Services Private Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road

156
Jogeshwari (East)
Mumbai 400 060

Board of Directors
The directors of Sain Advisory Services Private Limited are as follows:

1. Chandra Prakash Toshniwal

2 K. K. Rathi
3 Vijay Biyani
4 Sergio Balbinot

Shareholding Pattern:
Shareholding Pattern of Sain Advisory Services Private Limited as on January 31, 2008 is:

Sr.
No. Name of the shareholder Number of equity shares held Percentage
1. Pantaloon Retail (India) Limited 1,41,55,000 49.80
2. Pantaloon Industries Limited 1,41,55,000 49.80
3. Participatie Maatschappij
Graafsschap Holland NV 1,13,700 0.4
Total 2,84,23,700 100.00

Financial Performance:
Financial performance of Sain Advisory Services Private Limited for last two fiscals is as follows:
(Amount in Rs.)
Particulars As at and for the year ended March As at and for the year ended March
31, 2007 31, 2006
Net Sales and other 38,190 Nil
Income
Net Profit/ (Loss)* (1,54,358) (19,000)
Equity capital 2,00,000 110,000
Reserves Nil Nil
Earnings per share (7.72) (1.73)
Book value per Share 1.33 8.27
* Debit balance in profit and loss account.

59) Shendra Advisory Services Private Limited

Corporate Information:
Shendra Advisory Services Private Limited was incorporated on November 11, 2005 and is involved in the
business of advisory services.

Registered Office:
The registered office of Shendra Advisory Services Private Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors
The directors of Shendra Advisory Services Private Limited are as follows:

1. Chandra Prakash Toshniwal

2 K. K. Rathi

157
3 Vijay Biyani
4 Sergio Balbinot

158
Shareholding Pattern:
Shareholding Pattern of Shendra Advisory Services Private Limited as on Janaury 31, 2008 is:

Sr. No. Name of the shareholder Number of equity shares held Percentage
1. Pantaloon Retail (India) Limited 1,41,55,000 49.80
2. Pantaloon Industries Limited 1,41,55,000 49.80
3. Participatie Maatschappij
Graafsschap Holland NV 1,13,700 0.4
Total 2,84,23,700 100.00

Financial Performance:
Financial performance of Shendra Advisory Services Private Limited for last two fiscals is as follows:

(Amount in Rs.)
Particulars As at and for the year ended March As at and for the year ended March
31, 2007 31, 2006
Net Sales and other Nil Nil
Income
Net Profit/ (Loss)* (18,063) (23,111)
Equity capital 5,00,000 5,00,000
Reserves Nil Nil
Earnings per share (0.36) (0.46)
Book value per Share 9.18 9.54
* Debit balance in profit and loss account.

60) Shreya Mall Management Private Limited

Corporate Information:
Shreya Mall Management Private Limited was incorporated on May 19, 2006 and is involved in the
business of acquiring, developing, building, selling and leasing shopping malls and commercial complexes.

Registered Office:
The registered office of Shreya Mall Management Private Limited is at:

Knowledge House, Shyam Nagar

Off Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai - 400060

Board of Directors
The directors of Shreya Mall Management Private Limited are:

1. Sanjeev Dasgupta
2. C. P. Toshniwal
3. Rakesh Bhalla
4. Rajesh Kalyani
5. Rajesh Kumar Sharma

159
Shareholding Pattern:
Shreya Mall Management Private Limited is a wholly owned subsidiary of Future Realtors India Private
Limited.

Financial Performance:
Financial performance of Shreya Mall Management Private Limited for the fiscal 2007 is as follows:

(In Rs. lacs except share data)

Particulars For the year ended March 31, 2007

Equity Share Capital 1.00

Reserve and Surplus 0.06
Net Sales and Other Income 357.34
Profit after Tax ( PAT) 0.06
Earning Per Share ( EPS) 0.64
Net Asset Value (Book value per share) 10.64

61) Simpleton Investrade Private Limited

Corporate Information:
Simpleton Investrade Private Limited was incorporated on October 19, 2005 and is involved in the business
of trading.

Registered Office:
The registered office of Simpleton Investrade Private Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors:
The directors of Simpleton Investrade Private Limited are as follows:

1. Kishore Biyani
2. Sangita Biyani

Shareholding Pattern:
Shareholding pattern of Simpleton Investrade Private Limited as on January 31, 2008 is as follows:

Sr. No. Name of the shareholders Number of equity shares held Percentage
1. Kishore Biyani 9,000 90
2. Sangita Biyani 1,000 10
Total 10,000 100.00

Financial Performance:
Financial performance of Simpleton Investrade Private Limited for last two fiscals is as follows:
(Amount in Rs.)
Particulars As at and for the year ended As at and for the year ended
March 31, 2007 March 31, 2006
Net Sales and other 1,71,189 3,67,734
Income
Net Profit/ (Loss)* (2,05,337) 32,008

160
Particulars As at and for the year ended As at and for the year ended
March 31, 2007 March 31, 2006
Equity capital 1,00,000 1,00,000
Reserves Nil 32,008
Earnings per share (20.53) 7.12
Book value per Share (7.33) 13.20
* Debit balance in Profit and Loss account for the year 2007.

62) Softbpo Global Services Limited

Corporate Information:
Softbpo Global Services Limited was incorporated on October 3, 1981 and is involved in the business of
software.

Registered Office:
The registered office of Softbpo Global Services Limited is located at:

A-9, Raj Industrial Complex

2nd Floor
Military Road Compound
Marol
Andheri (East)
Mumbai 40005

Board of Directors:
The directors of Softbpo Global Services Limited are as follows:

1. Vijay Biyani
2. Anil Biyani
3. Laxminarayan Biyani
4. Sunil Biyani

Shareholding Pattern:
Shareholding Pattern as on December 31, 2007, as filed with the stock exchanges, is as follows:

Sr. No Category of Shareholder Total Number of Shares Percentage of

Shares
(A) Shareholding of Promoter and Promoter Group
Indian 60,000 40
Foreign Nil Nil
Total Shareholding of Promoter and Promoter 60,000 40
Group
(B) Public shareholding
Institutions Nil Nil
Non-institutions 90,000 60
Total Public Shareholding 90,000 60
(C) Shares held by Custodians and against which Nil Nil
Depository Receipts have been issued
GRAND TOTAL (A)+(B)+(C) 1,50,000 100

Finflow Investments Private Limited, having its registered office at 14, Marthanda 82, Or. Annie Besant
Road, Worli, Mumbai 400 018, has entered into a share purchase agreement dated November 23, 2007,
with the promoters of Softbpo Global Services Limited to acquire 40% of its paid up equity share capital.
Pursuant to the same, Finflow Investments Private Limited, has made an announcement of an open offer,
dated November 23, 2007, under Regulation 10 of the SEBI (Substantial Acquisition of Shares and

161
Takeovers) Regulations, 1997 to acquire up to 30,000 equity shares of Softbpo Global Services Limited,
representing 20% of its paid up equity share capital, from the remaining shareholders of Softbpo Global
Services Limited, on the terms and conditions as set forth in the offer.

Financial Performance:
Financial performance of Softbpo Global Services Limited for the last three fiscals is as follows:

(Amount in Rs.)
Particulars As at and for the As at and for the As at and for the
year ended March year ended March year ended March
31, 2007 31, 2006 31, 2005
Net Sales and 2,13,374 3,56,710 6,75,340
other Income
Net Profit/ 94,748 50,189 (2,15,727)
(Loss)*
Equity capital 15,00,000 15,00,000 15,00,000
Reserves 10,00,000 10,00,000 10,00,000
Earnings per 0.74 0.33 (1.44)
share
Book value per 8.09 7.15 6.61
Share
* Debit balance in Profit and Loss account for the year 2005

Share Price Information

The equity shares of Softbpo Global Services Limited are listed on BSE.

The monthly high and low of the market price of the equity shares of Softbpo Global Services Limited
having a face value of Rs. 10 each on BSE for the last six months are as follows:

Month High (Rs.) Low (Rs.)

August 2007 N.A. N.A.
September 2007 N.A. N.A.
October 2007 N.A. N.A.
November 2007 N.A. N.A.
December 2007 N.A. N.A.
January 2008 233.75 222.65
Source: www.bseindia.com

The shares of Softbpo Global Services Limited have been traded for only two days during the last six
months. The shares of Softbpo Global Services Limited were last traded in January 2008 and the market
capitalisation of Softbpo Global Services Limited as on the closing price of Rs. 233.75 per equity share on
BSE in January 2008 was Rs. 3.50 crore.

Other details relating to Softbpo Global Services Limited:

The management of the Company was taken over by the existing promoter group. The shares were
transferred in the name of the present promoters on 12 December 2005. Open offer was made to the
existing shareholders pursuant to the takeover code regulations by the existing promoters. The information
about the last IPO is presently not available with this company.

162
63) Staples Future Office Products Private Limited

Corporate Information:
Staples Future Office Products Private Limited was incorporated on January 9, 2007 and is involved in the
business of dealing in all kinds of office equipments and products.

Registered Office:
The registered office of Staples Future Office Products Private Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

Board of Directors
The directors of Staples Future Office Products Private Limited are:

1. C. P. Toshniwal
2. K. K. Rathi
3. Shailesh Karwa
4. Sharad Dalmia
5. Jack Vanwoerkom
6. Lukas Ruecker
7. Chih Cheung
8. Prashant Desai

Shareholding Pattern:
Shareholding Pattern of Staples Future Office Products Private Limited as on January 31, 2008 is:

Sr. No. Name of shareholder Number of equity shares held Percentage

1 Pantaloon Retail (India) Limited 1,650,000 37.50
2 Staples Asia Investment Limited 1,650,000 37.50
3 Shailesh Karwa 550,000 12.50
4 Sharad Dalmia 550,000 12.50
Total 4,400,000 100.00

Financial Performance
The financial statements of Staples Future Office Products Private Limited are not available as it is in the
first year of its incorporation.

64) Stripes Apparels Limited

Corporate Information:
Stripes Apparels Limited was incorporated on May 1, 2000 and is involved in the business of manufacture,
sale, import and distribution of ready made garments and hosiery made of various kinds of fabric.

Registered Office:
The registered office of Stripes Apparels Limited is located at:

Knowledge House
Shyam Nagar
Jogeshwari Vikhroli Link Road
Jogeshwari (East)
Mumbai 400 060

163
Board of Directors:
The directors of Stripes Apparels Limited are as follows:

1. Anil Biyani
2. Sunil Biyani
3. Naveen Kumar Jain

Shareholding Pattern:
Stripes Apparels Limited is a wholly owned subsidiary of Pantaloon Industries Limited.

Financial Performance:
Financial performance of Stripes Apparels Limited is as follows:

(Rs. in lacs except per share data)

Particulars As at and for the As at and for the As at and for the
year ended March year ended March year ended March
31, 2007 31, 2006 31, 2005
Net Sales and other 314.97 176.72 118.32
Income
Net Profit 9.65 8.27 9.01
Equity capital 125.00 1.00 1.00
Reserves 7.82 Nil Nil
Earnings per share 18.64 82.79 90.14
Book value per 10.59 (16.61) (100.64)
Share

65) Sun City Properties Private Limited

Corporate Information:
Sun City Properties Private Limited was incorporated on July 16, 1998 and is involved in the business of
construction of commercial retail space.

Registered Office:
The registered office of Sun City Properties Private Limited is at:

16 A, Brabourne Road
9th Floor
Kolkata - 700 001

Board of Directors:
The directors of Sun City Properties Private Limited are:

1. C. P. Jain
2. Omprakash Rathi
3. C. P. Toshniwal
4. Rajesh Kalyani
5. Manish Poddar
6. Shashikant

Shareholding Pattern:
Shareholding pattern of Sun City Properties Private Limited as on January 31, 2008 is as follows:

Sr. No. Name of the shareholder No. of equity shares held Percentage
1. Future Realtors India Private 686,600 33.33
Limited

164
Sr. No. Name of the shareholder No. of equity shares held Percentage
2. Shardul Vikram Gupta 686,700 33.33
3. A. K. Poddar and family 686,700 33.33
Total 2,060,000 100.00

Financial Performance:
Financial performance of Sun City Properties Private Limited for fiscal 2005, fiscal 2006 and fiscal 2007 is
as follows:

(Rs. in lacs except per share data)

Particulars For the year For the year For the year
ended March 31, ended March 31, ended March 31,
2007 2006 2005
Equity Share Capital 206.00 6.00 6.00
Reserve and Surplus 5.02 5.19 5.06
Income - 0.17 -
Profit after Tax (0.16) 0.13 (0.08)
(PAT)
Earning Per Share (EPS) (0.01) 0.22 (0.14)
Net Asset Value 10.24 18.66 18.43
(Book value per share)

66) Talwalkars Pantaloon Fitness Private Limited

Corporate Information:
Talwalkars Pantaloon Fitness Private Limited was incorporated on December 19, 2006 and is involved in
the business of setting up of gymnasiums and dealing in fitness equipment and other health products.

Registered Office:
The registered office of Talwalkars Pantaloon Fitness Private Limited is located at:

801-813
Mahalaxmi Chambers 22
Bhulabhai Desai Road
Mahalaxmi
Mumbai 400 026

Board of Directors
The directors of Talwalkars Pantaloon Fitness Private Limited are as follows:

1. Vinayak Gawande
2. Girish Talwalkar
3. Sunil Biyani
4. Rahul Bhalchandra
5. Prashant Talwalkar
6. Anant Gawande
7. Prashant Desai

Shareholding Pattern:
The shareholding pattern of Talwalkars Pantaloon Fitness Private Limited as on January 31, 2008 is as
follows:

Sr.
No. Name of the shareholder Number of equity shares held Percentage
1. Talwalkars Better Value Fitness 100,000 50

165
Sr.
No. Name of the shareholder Number of equity shares held Percentage
Private Limited
2. Pantaloon Retail (India) Limited 100,000 50
Total 200,000 100

Financial Performance:
Financial performance of Talwalkars Pantaloon Fitness Private Limited for fiscal 2007 is as follows:
(Amount in Rs.)
Particulars As at and for the year ended March 31, 2007
Net Sales and other Income 831,846
Net Profit/ (Loss)* (49,241)
Equity capital 20,000,000
Reserves 49,241
Earnings per share (3.28)
Book value per Share 99.69
* Debit balance in Profit and Loss account.

67) Unique Malls Private Limited

Corporate Information:
Unique Malls Private Limited was incorporated on August 03, 2005 and is involved in the business of
acquiring, developing, building, selling and leasing shopping malls and commercial complexes.

Registered Office:
The registered office of Unique Malls Private Limited is at:

Knowledge House, Shyam Nagar,

Off Jogeshwari Vikhroli Link Road
Jogeshwari ( East )
Mumbai- 400060

Board of Directors
The directors of Unique Malls Private Limited are:

1. Kishore Biyani
2. C.P.Toshniwal
3. Anil Biyani

Shareholding Pattern:
Shareholding pattern of Unique Malls Private Limited as on January 31, 2008 is as follows:

Sr. No. Name of the shareholder No. of equity shares Percentage

held
1. Future Realtors India Private 10,000 100.00
Limited
Total 10,000 100.00

Financial Performance:
Financial performance of Unique Malls Private Limited for fiscal 2006 and fiscal 2007 is as follows:
(Rs. in lacs except per share data)
Particulars For the year For the year
ended March31,07 ended March31,06
Equity Share Capital 1.00 1.00
Reserve and Surplus (0.22) (0.16)

166
Particulars For the year For the year
ended March31,07 ended March31,06
Net Sales and Other Income - -
Profit after Tax ( PAT) (0.06) (0.16)
Earning Per Share (EPS) (0.59) (1.64)
Net Asset Value 7.77 8.36
(Book value per share)

68) Valuable Advisors Limited

Corporate Information:
Valuable Advisors Limited was incorporated on April 10, 2002 and is involved in the business of advisory
activities.

Registered Office:
The registered office of Valuable Advisors Limited is located at:

Technology Centre
Plot No. F-17
Opp. SEEPZ
Andheri (East)
Mumbai 400 093

Board of Directors:
The directors of Valuable Advisors Limited are:

1. Vijay Biyani
2. Sunil Biyani
3. Anil Biyani

Shareholding Pattern:
Valuable Advisors Limited is a wholly owned subsidiary of Softbpo Global Services Limited.

Financial Performance:
Financial performance of Valuable Advisors Limited for last three fiscals is as follows:

(Amount in Rs.)
Particulars As at and for the As at and for the As at and for the
year ended March year ended March year ended March
31, 2007 31, 2006 31, 2005
Net Sales and 18,241 32,783 1,69,805
other Income
Net Profit/ (27,845) (22,506) (3,81,961)
(Loss)*
Equity capital 5,00,000 5,00,000 5,00,000
Reserves Nil Nil Nil
Earnings per (0.56) (0.45) (7.64)
share
Book value per (35.22) (43.69) (34.27)
Share
* Debit balance in profit and loss account

167
69) Varnish Trading Private Limited

Corporate Information:
Varnish Trading Private Limited is incorporated on February 22, 1994 and is involved in the business of
dealing in shares and securities and investing the capital and other monies of Varnish Trading Private
Limited in the purchase or upon the security of shares, stocks, debentures, debenture stock, bonds,
securities carrying on business in shares, stocks, debentures, debentures stocks, bonds, obligations and
other securities Commissioners, Trust, Municipal or Local Authority, government, corporation, companies
and to carry on the business of films financing, hire purchase financing, and to carry on business of
financing industrial enterprises, trade and business.

Registered Office:
The registered office of Varnish Trading Private Limited is located at:

Venkatesh Bhavan
4th Floor
86, Mirza Street
Mumbai 400 003

Board of Directors:
The directors of Varnish Trading Private Limited are as follows:

1. Kishore Biyani
2. Vijay Biyani

Shareholding Pattern:
Shareholding pattern of Varnish Trading Private Limited as on January 31, 2008 is as follows:

Sr. Name of the shareholder Number of equity shares Percentage

No. held
1. Laxminarayan Biyani HUF 9,500 11.82
2. Anil Biyani 9,495 11.81
3. Vijay Biyani 7,420 9.23
4. Kishore Biyani 6,600 8.21
5. Vijay Biyani HUF 6,495 8.08
6. Rakesh Biyani 6,000 7.46
7. Anil Biyani HUF 5,500 6.84
8. Sunil Biyani HUF 5,500 6.84
9. Gopikishan Biyani 5,395 6.71
10. Sunil Biyani 5,000 6.22
11. Gopikishan Biyani HUF 4,995 6.21
12. Sampat Biyani 4,200 5.22
13. Laxminarayan Biyani 2,500 3.11
14. Godavaridevi Biyani 1,500 1.87
15. Lata Biyani 100 0.12
16. Laxminarayan Biyani HUF (on behalf of Bansi 100 0.12
Silk Mills)
17. Laxminarayan Biyani ( on behalf of Bansi Silk 100 0.12
Mills)
Total 80,400 100.00

168
Financial Performance:
Financial performance of Varnish Trading Private Limited for last three fiscals is as follows:

(Rs. in lacs except per share data)

Particulars As at and for the As at and for the As at and for the
year ended March year ended March year ended March
31, 2007 31, 2006 31, 2005
Net Sales and other 25.91 28.60 84.85
Income
Net Profit 22.67 28.25 22.49
Equity capital 8.04 8.04 8.04
Reserves 58.31 35.64 7.39
Earnings per share 30.56 35.00 28.00
Book value per 84.89 54.33 19.19
Share

70) Vishnu Mall Management Private Limited

Corporate Information:
Vishnu Mall Management Private Limited was incorporated on April 24, 2007 and is involved in the
business of acquiring, developing, building, selling and leasing shopping malls and commercial complexes.

Registered Office:
The registered office of Vishnu Mall Management Private Limited is at:

Knowledge House, Shyam Nagar,

Off Jogeshwari Vikhroli Link Road
Jogeshwari ( East )
Mumbai- 400060

Board of Directors:
The directors of Vishnu Mall Management Pvt. Ltd. are:

1. Vivek Biyani
2. Pawan Agarwal

Shareholding Pattern:
Vishnu Mall Management Private Limited is a wholly owned subsidiary of Future Realtors India Private
Limited.

Financial Performance:
Financials of Vishnu Mall Management Private Limited are not available as it is in its first year of
incorporation.

71) Weavette Texstyles Limited

Corporate Information:
Weavette Texstyles Limited was incorporated on December 8, 1994 and is involved in the business of
designing, manufacturing, buying and selling, importing, exporting, spinning etc of various types of textile
fabrics.

Registered Office:
The registered office of Weavette Texstyles Limited is located at:

11,Y.A.Chunawala Ind.Estate

169
Kondivita Lane
Andheri – Kurla Road
Andheri (East)
Mumbai – 400 059

Board of Directors:
The directors of Weavette Texstyles Limited are as follows:

1. Pankaj Kapoor
2. Neerja Kapoor
3. Anil Biyani

Shareholding Pattern:
Shareholding pattern of Weavette Texstyles Limited as on January 31, 2008 is as follows:

Sr. No. Name of the shareholder Number of equity shares held Percentage
1. Pankaj Kapoor 684,980 22.83
2. Sandeep Kapoor 10 0.00
3. Neerja Kapoor 10 0.00
4. Patron Leasing & Finance Pvt. Ltd 785,000 26.17
5. Pantaloon Industries Limited 1,530,000 51.00
Total 3,000,000 100.00

Financial Performance:
Financial performance of Weavette Texstyles Limited for last three fiscals is as follows:

(Rs. in lacs except per share data)

Particulars As at and for the year As at and for the year As at and for the year
ended March 31, 2007 ended March 31, 2006 ended March 31, 2005
Net Sales and other 2,596.62 559.33 24.11
Income
Net Profit* (33.92) (31.31) 0.28
Equity capital 300.00 300.00 5.00
Reserves Nil Nil 5.58
Earnings per share (1.16) (1.04) 2.00
Book value per 8.00 9.00 66.00
Share
* Debit balance in Profit and Loss account for 2006.

72) Whole Wealth Limited

Corporate Information:
Whole Wealth Limited was incorporated on June 28, 2006. It does not have any business operations till
date.

Registered Office:
The registered office of Whole Wealth Limited is located at:

Block 19A
19th Floor
On Hing Building
No. 1, On Hing Terrace
Central, Hong Kong.

Board of Directors

170
The directors of Whole Wealth Limited are:

1. Chandra Prakash Toshniwal

2. K.K. Rathi
3. Anil Biyani
4. Pradeep Kumar Ghuwalewala
5. Kallidaikurichi Sakaran Hari Haran

Shareholding Pattern:
Shareholding Pattern of Whole Wealth Limited as on January 31, 2008 is:

Sr. No. Name of Shareholder Number of equity shares Percentage

held
1 Pantaloon Retail (India) Limited 5,148,000 60
2 Sarika S Poddar 572,000 6.67
3 Anjana P Poddar 572,000 6.67
4 Shilpa S Poddar 572,000 6.66
5 Rivian International Private Limited 1,716,000 20
Total 8,580,000 100.00

Financial Performance:
Financial performance of Whole Wealth Limited is as follows:

(Amount in HK$ except per share data)

Particulars As at and for the year ended March 31, 2007
Turnover 10,481,864
Net Profit* (1,388,554)
Equity Capital 10,000
Reserves Nil
Earnings per share -
Book value per share -
* Debit balance in Profit and Loss account for 2007.

171
 RELATED PARTY TRANSACTIONS

Future Ventures India Limited

(Formerly Subhikshith Finance and Investment Private Limited)

(INR in Lakhs)
Related Party Transactions for the Six Months
Period Ended September 2007

Related Parties Nature of Relationship Amount Interest Income Loan Given Amount Repaid Other Income, Director's Expenses
Receivable during the Period during the Period Rent Remuneration Reimbursed
Outstanding as at
30th September
2007

Firm in which Director

Growell Marketing Co is interested 3.83 0.16 1.10 4.93

Firm in which the

SVT Associates Directors are partners 0.00 0.32 7.54 7.54

Proprietorship of
ACE Enterprises Director 0.24

0.00 0.00 0.00 0.00

Shankar Director 0.15 0.00

0.00 0.00 0.00 0.00 0.00

Thirumalai Director 0.15 0.00

Total 3.83 0.48 8.64 12.47 0.24 0.30

 Future Ventures India Limited
(Formerly Subhikshith Finance and Investment Private Limited)

(INR in Lakhs)
Related Party Transactions
2006-07
Receivable
Balance
Outstanding as Amount Other
at 31st March Interest Loan Given Repaid during Income, Director's Expenses
Related Parties Nature of Relationship 2007 Income during the year the year Rent Remuneration Reimbursed

Firm in which Director

Growell Marketing Co is interested 3.83 0.69 3.00 3.81

Firm in which the

SVT Associates Directors are Partners 0.00 1.59 16.50 16.50

Proprietorship of
ACE Enterprises Director 0.24 0.21 2.80 3.40 0.96

Shankar Director 0.00 0.00 0.00 0.00 0.60 0.07

Thirumalai Director 0.00 0.00 0.00 0.00 0.60

Total 4.07 2.49 22.30 23.72 0.96 1.20 0.07

173
 Future Ventures India Limited
(Formerly Subhikshith Finance and Investment Private Limited)

(INR in Lakhs)
YEAR 2005-2006

Receivable Amount
Balance Repaid
Outstanding as at Interest Loan Given during the Other Director's Expenses
Related Parties Nature of Relationship 31st March 2006 Income during the year year Income, Rent Remuneration Reimbursed

Ace Credit Proprietorship of Director 0.60 0.11 2.20 1.60

Firm in which Director is
Growell Marketing Co interested 4.08 0.45 3.75 1.11
R Santhanam Director 3.20 0.58 0.58
Srinivasan R Member 0.20 -

Firm in which the Directors are

SVT Associates Partners 0.64 23.70 29.05
Thirumalai Director 0.60

Total 8.08 1.78 29.65 32.34 - 0.60 -

174
 Future Ventures India Limited
(Formerly Subhikshith Finance and Investment Private Limited)

(INR in Lakhs)
Year 2004-2005

Receivable
Balance Loan Amount
Outstanding as Given Repaid Other
at 31st March Interest during the during the Income, Director's Expenses
Related Parties Nature of Relationship 2005 Income year year Rent Remuneration Reimbursed
Ace Credit Proprietorship of Director - - 0.50 0.73
Duncredit Bureau – Blore Associate - 0.18 - 1.80
Growell Marketing Co Firm in which Director is interested 1.00 0.40 4.75 4.16
R Krishnan Member - 0.02 - 0.42
R Santhanam Director 3.20 0.51 3.70 1.00
Srinivasan R Member 0.20 - - -

Firm in which the Directors are

SVT Associates Partners 4.71 0.47 8.50 4.26
R Sankar Director 1.00
Thirumalai Director 1.00
Total 9.11 1.58 17.45 12.37 - 2.00 -

175
 Future Ventures India Limited
(Formerly Subhikshith Finance and Investment Private Limited)

(INR in Lakhs)

Year - 2003-2004

Receivable Loan
Balance Given
Outstanding as at Interest during Amount Repaid Other Income, Director's Expenses
Related Parties Nature of Relationship 31st March 2004 Income the year during the year Rent Remuneration Reimbursed

Ace Credit Proprietorship of Director 0.23 0.23 3.00 3.53

Duncredit Bureau – Blore Associate 1.63 0.13 2.50 1.00

R Santhanam Director - - 0.60 0.60

Srinivasan R Member 0.20 -

R Sankar Director 0.32 1.28 0.49
Thirumalai Director 1.60

Total 2.06 0.36 6.10 5.13 0.32 2.88 0.49

176
 Future Ventures India Limited
(Formerly Subhikshith Finance and Investment Private Limited)

(INR in Lakhs)
Year - 2002-2003

Receivable
Balance Loan Given
Nature of Outstanding as at during the Amount Repaid Other Director's Expenses
Related Parties Relationship 31st March 2003 Interest Income year during the year Income, Rent Remuneration Reimbursed
Dun Credit Bureau Group Company - 0.18

Firm in which
Growell Marketing Co Director is interested - 0.05

Growell Marketing Co Firm in which

II Loan Director is interested -
R. Santhanam (Late) Director - 0.45
R.Sankar Director 0.96 1.44
Thirumalai Director 2.40

Total - 0.68 - - 0.96 3.84 -

177
 DIVIDEND POLICY

The declaration and payment of dividends will be recommended by our Board of Directors and approved
by our shareholders, in their discretion, and will depend on a number of factors, including but not limited to
our earnings, capital requirements and overall financial position.

The payment of dividends will not form a central part of investment objective of our Company, but we may
choose to distribute dividends as and when we consider appropriate.

Our Company has not paid any dividend since our inception.
 FINANCIAL STATEMENTS

Auditor’s Report

The Board of Directors

Future Ventures India Limited
(Formerly Subhikshith Finance and Investments Private Limited)
Mumbai

Dear Sirs,

1. We have examined the attached financial information of Future Ventures India Limited (“FVIL” or
“the Company” (formerly Subhikshith Finance and Investments Private Limited), as approved by the
Board of Directors of the Company, prepared in terms of the requirements of Paragraph B, Part II of
Schedule II of the Companies Act, 1956 (“the Act”) and the Securities and Exchange Board of India
(Disclosure and Investor Protection) Guidelines, 2000 as amended to date (‘SEBI Guidelines’) and
in terms of our engagement agreed upon with you in accordance with our engagement letter dated
September 13, 2007 in connection with the proposed issue of Equity Shares of the Company to the
public in India.

2. The financial information has been extracted from the financial statements for the years ended
March 31, 2007, March 31, 2006, March 31, 2005, March 31, 2004 and March 31, 2003 which have
been audited and reported upon by the previous auditor, Mr. Jaya Jaya Raman, Chartered
Accountant, and adopted by the Members for those respective years. Accordingly, reliance has been
placed on the financial information audited by him for the said years. The financial information for
the six months period ended September 30, 2007 has been extracted from the financial statements for
the period ended September 30, 2007 which has been approved by the Board of Directors in their
meeting held on February 20, 2008 and audited by us.

3. In accordance with the requirements of Paragraph B of Part II of Schedule II of the Act, the SEBI
Guidelines and the terms of our engagement agreed with you, we further report that:

a. The Restated Summary Statement of Assets and Liabilities of the Company, as at September 30,
2007, March 31, 2007, March 31, 2006, March 31, 2005, March 31, 2004 and March 31, 2003
examined by us, as set out in Annexure I to this report, are after making such adjustments and
regrouping as in our opinion were appropriate and more fully described in Annexure III.

b. The Restated Summary Statement of Profit and Loss of the Company for the six months period
ended September 30, 2007 and years ended March 31, 2007, March 31, 2006, March 31, 2005,
March 31, 2004 and March 31, 2003 examined by us, as set out in Annexure II to this report, are
after making such adjustments and regrouping as in our opinion were appropriate and more fully
described in Annexure III.

c. Based on our examination of these “Restated Summary Statements”, we state that:

i. The “Restated Summary Statements” have to be read in conjunction with the Significant
Accounting Policies and Notes given in Annexure IV of this report.

ii. The impact arising on account of changes in accounting policies/estimates adopted by the
Company as at and for the six months period ended September 30, 2007 have been
adjusted with retrospective effect in the attached “Restated Summary Statements”;

iii. The “Restated Summary Statements” have been adjusted for material amounts in the
respective financial years to which they relate.

179
 iv. There are no extra-ordinary items that need to be disclosed separately in the “Restated
Summary Statements”.

v. There are no qualifications in the auditors’ report that require adjustment to the “Restated
Summary Statements”.

4. We have also examined the following other financial information set out below prepared by the
Management and approved by the Board of Directors relating to the Company for the six months
period ended September 30, 2007 and years ended March 31, 2007, March 31, 2006, March 31,
2005, March 31, 2004 and March 31, 2003.

Details of Other Financial Information Annexure Reference

Statement of Restated Cash Flows - Restated V

Statement of Secured Loans - Restated VI

Statement of Receivables – Restated VII

Statement of Other Current Assets - Restated VIII

Statement of Current Liabilities and Provisions - Restated IX

Statement of Other Income – Restated X

Statement of Dividend Paid XI

Statement of Contingent Liabilities XII

Segment Accounting XIII

Statement of Tax Shelter XIV

Statement of Accounting and Other Ratios XV

Capitalization Statement XVI

Related Party Transactions XVII

5. In our opinion the financial information contained in Annexure V to XVII of this report read along
with the Significant Accounting Policies and Notes prepared after making such adjustments and
regrouping as considered appropriate (Refer Annexure III & IV) have been prepared in accordance
with Part II B of Schedule II of the Act and the SEBI Guidelines. This report should not in any
way be construed as a re-issuance or re-dating of any of the previous audit reports issued by other
firms of Chartered Accountants nor should this be construed as a new opinion on any of the
financial statements referred to herein.

6. This report is intended solely for your information and for inclusion in the offer document in
connection with the proposed issue of Equity Shares of the Company, and is not to be referred to
or distributed for any other purpose without our prior written consent.

For Deloitte Haskins & Sells,

Chartered Accountants

180
M K Ananthanarayanan
Partner
Membership No. 19521
Chennai,
February 20, 2008

181
 Annexure I
Future Ventures India Limited
(Formerly Subhikshith Finance and Investment Private Limited)
Restated Summary Statement of Assets and Liabilities

(INR in Lakhs)
As At As At
Particulars September March March 31, March March March
30, 2007 31, 2007 2006 31, 2005 31, 31,
2004 2003
A. Fixed Assets
Gross Block 0.00 0.42 0.60 1.07 3.14 5.84
Less: Depreciation 0.00 (0.19) (0.16) (0.33) (1.03) (1.52)
Net Block 0.00 0.23 0.44 0.74 2.11 4.32

Total Fixed Assets (A) 0.00 0.23 0.44 0.74 2.11 4.32

B. Deferred Tax Asset (Net) (B) 1.70 1.97 1.97 2.26 2.08 2.45

C. Current Assets, Loans & Advances

Receivables 5.00 11.85 17.55 20.43 16.54 10.70

Cash and Bank Balances 42.79 34.95 27.21 27.47 21.22 34.08
Other Current Assets 4.93 5.71 5.29 6.33 11.89 10.36

Total Current Assets, Loans and Advances (C) 52.72 52.51 50.05 54.23 49.65 55.14

D. Liabilities and Provisions

Secured Loans 0.00 0.00 0.00 6.00 0.69 10.00

Current Liabilities 0.00 0.44 0.67 0.46 1.85 1.27
Provisions 8.86 9.62 8.68 8.64 11.45 11.49

Total Liabilities and Provisions (D ) 8.86 10.06 9.35 15.10 13.99 22.76

E. Net Worth (A) + (B)+ (C)-(D) 45.56 44.65 43.11 42.13 39.85 39.15

F. Represented By:

Share Capital 29.37 29.37 29.37 29.37 29.37 29.37

Reserves and Surplus 14.93 14.20 12.97 12.22 10.43 9.90
Statutory Reserve Fund 1.26 1.08 0.77 0.58 0.13 0.00
Miscellaneous Expenditure Not Written Off 0.00 0.00 0.00 (0.04) (0.08) (0.12)

Net Worth 45.56 44.65 43.11 42.13 39.85 39.15

The accompanying significant accounting policies and notes to accounts (Annexure IV) form an integral
part of this statement.

182
 Annexure II

Future Ventures India Limited

(Formerly Subhikshith Finance and Investment Private Limited)
Restated Summary Statement of Profit and Loss

(INR in Lakhs)
For the Six
Months Period For the Years Ended
Particulars Ended March March March March March
September 30, 31, 31, 31, 31, 31, 2003
2007 2007 2006 2005 2004

Income from Financing Activity 0.63 3.12 2.77 20.37 23.35 25.78
Interest on Deposits 0.64 2.40 1.16 1.24 1.09 1.49
Other Income 0.27 0.25 0.49 0.48 0.45 0.00

Profit on Sale of Assets 0.16 0.00 0.00 0.16 0.00 0.00

Total Income 1.70 5.77 4.42 22.25 24.89 27.27

Staff Costs 0.30 1.20 0.60 6.74 14.02 15.81

Operating and Other Expenses 0.43 0.83 0.84 11.30 8.17 9.31
Financing Charges 0.00 0.82 0.92 0.03 0.38 0.48
Depreciation 0.02 0.13 0.21 0.36 0.83 1.25
Depreciation – Prior Period 0.14 0.00 0.00 0.00 0.00 0.00
Provision for Non-Performing
Assets 0.00 1.02 1.23 1.68 1.24 0.96

Total Expenditure 0.89 4.00 3.80 20.11 24.64 27.81

Net Profit Before Taxation 0.81 1.77 0.62 2.14 0.25 (0.54)

Provision for Taxation

- Income Tax 0.18 0.61 0.23 1.06 0.14 0.15
- Deferred Tax 0.27 0.00 0.00 0.00 0.00 0.00
- Fringe Benefit Tax 0.00 0.00 0.00 0.00 0.00 0.00
Provision for Tax relating to earlier
years
-Income Tax 0.86 0.00 0.00 0.00 0.00 0.00
-Deferred Tax (1.98) 0.00 0.00 0.00 0.00 0.00
Net Profit/ (Loss) before
Adjustment 1.48 1.16 0.39 1.08 0.11 (0.69)
[Add/(Less)] Adjustments: (Refer
Note (i) to (iii) in Annexure III)
Provision for Depreciation 0.14 (0.06 ) 0.05 0.19 (0.07 ) (0.27 )
Provision for Non-Performing
Assets (net of write back)
0.41 0.70 1.04 0.90 1.38 (4.43)
Provision for Income Tax 0.86 (0.26) (0.25) (0.10 ) (0.40 ) 0.15
Deferred Tax Not Recognised (1.98) 0.00 (0.29 ) 0.18 (0.36) 2.45

Net Adjustments (0.57) 0.38 0.55 1.17 0.55 (2.10)

Restated Net Profit/(Loss) after
Taxation 0.91 1.54 0.94 2.25 0.66 (2.79)
Less:
Transfer to Reserve Fund (As per 0.23
45-IC of RBI Act) 0.29 0.08 0.22 0.02 0.00
-Per Audited Accounts

183
 0.08
-On account of Adjustments – (0.11) 0.11 0.23 0.11 0.00
(Refer Note (iv) in Annexure III)
Balance transferred to Balance
Sheet 0.73 1.23 0.75 1.80 0.53 (2.79)
The accompanying significant accounting policies and notes to accounts (Annexure IV) form an integral
part of this statement.

184
 Annexure III

Future Ventures India Limited

(Formerly Subhikshith Finance and Investment Private Limited)

Note on Adjustments to the Restated Summary Statements

(i) Change in Accounting Estimate on Depreciation

The Company follows the written down value (WDV) method to depreciate its assets. The
depreciation rate adopted up to the financial year ended March 31, 2007 for Vehicles and
Furniture & Fixtures were 20% and 10% respectively which was below the minimum
depreciation rate of 25.89% and 18.10% prescribed in Schedule XIV of the Companies Act,
1956. Therefore, the depreciation rates for Vehicles and Furniture & Fixtures were aligned
with the minimum rates prescribed by the Companies Act, 1956 in the financial statements for
the six months period ended September 30, 2007 and the shortfall in depreciation amounting
to Rs.0.14 lakhs was corrected in this period. As a result of this correction, depreciation has
been recalculated for each of the financial years ended March 31, 2007, March 31, 2006,
2005, 2004 and 2003 for the purposes of this report and the adjustment to depreciation arising
on account of this correction has been made in the Profit and Loss account of the respective
years.

(ii) Compliance with Prudential Norms issued by Reserve Bank of India

The Reserve Bank of India (RBI) has issued certain directives on income recognition, asset
classification, provisioning and other related matters. The provision for Non-Performing
Assets recognized by the Company for the financial years ended March 31, 2007, March 31,
2006, March 31, 2005, March 31, 2004 and March 31, 2003 were inadequate as compared to
the norms prescribed in the RBI directives. For the purposes of this report, provision for Non-
Performing Assets has been recalculated for each of the above financial years and the
additional provision required to be made so as to be in compliance with the RBI directives has
been charged to the Profit and Loss account of the respective years.

(iii) Taxation

Provision for Income Tax & Deferred Tax has been worked out on the basis of profits as per
the Restated Audited Financial Statements.

(iv) Transfer to Statutory Reserve Fund

Transfer required to be made to the Statutory Reserve Fund in accordance with Section 45-IC
of the RBI Act has been computed on the basis of profits as per the Restated Audited
Financial Statements and shortfall, if any, as compared to the amount already transferred to
the Statutory Reserve Fund in the audited financial statements has been disclosed as “Transfer
to Reserve
Fund on account of Adjustments”
 Annexure IV

Future Ventures India Limited

(Formerly Subhikshith Finance and Investment Private Limited)

I. Significant Accounting Policies

1. Basis of Preparation of Financial Statements

The financial statements are presented under historical cost convention and relevant provisions of
Companies Act, 1956, applicable mandatory accounting standards issued by the Institute of Chartered
Accountants of India, and guidelines issued by Reserve Bank of India for Non Banking Financial (Non
Deposit Accepting or Holding) Companies from time to time.

The preparation of financial statements in conformity with the generally accepted accounting
principles requires the management to make estimates and assumptions that affect the reported
amount of assets, liabilities, revenue and expenses and disclosure of contingent liabilities as of the
date of the financial statements. The estimates and assumptions used in the accompanying
financial statements are based upon the management's evaluation of the relevant facts and
circumstances as of the date of the financial statements. Actual results may differ from estimates
and assumptions used in preparing these financial statements.

2. Fixed Assets

Fixed Assets are stated at cost less depreciation. Cost includes all direct expenses relating to the
acquisition and installation of fixed assets.

3. Depreciation

Depreciation is provided on Written Down Value Method at the rates prescribed under Schedule XIV
to the Companies Act, 1956.

Assets costing Rs.5,000/- or less are depreciated fully in the year of purchase.

4. Revenue Recognition.

Interest income on loans is recognized at the rates implicit in the contract. Unrealized interest
income relating to Non-Performing Assets is derecognized.

Fee for services rendered is recognized at the specific rates agreed.

5. Employee Benefits

The provisions of Gratuity Act and Employees Provident Fund Act are not applicable to the
Company as of September 30, 2007.

186
 Annexure IV (Contd)

Future Ventures India Limited

(Formerly Subhikshith Finance and Investment Private Limited)

6. Taxation

Current tax is determined on income for the year chargeable to tax in accordance with Income tax
Act, 1961.

Deferred tax is recognized for all timing differences. Deferred tax assets are recognized subject to
consideration of prudence.

7. Provisions

A provision is recognized when an enterprise has a present obligation as a result of past event; it is
probable that an outflow of resources will be required to settle the obligation, in respect of which a
reliable estimate can be made. Provisions are not discounted to its present value and are
determined based on best estimate required to settle the obligation at the balance sheet date. These
are reviewed at each balance sheet date and adjusted to reflect the current best estimates.
8. Miscellaneous Expenditure

Pre-incorporation expenses are written off over a period of five years.

187
 Annexure IV (Contd)

Future Ventures India Limited

(Formerly Subhikshith Finance and Investment Private Limited)

II. Notes to the Restated Financial Statements

(i) Name Change

The name of the Company was changed from Subhikshith Finance and Investments Private Limited to
Future Ventures India Private Limited with effect from August 9, 2007. Subsequently, this name was
changed to Future Ventures India Limited effective September 7, 2007 after obtaining necessary regulatory
approvals.

(ii) Disclosure in accordance with Accounting Standard 29 – Provisions, Contingent Liabilities and
Contingent Assets
(INR in Lakhs)
For the Six
Movement in Provision for Months
Doubtful Debts Period For the Years Ended
Ended March March March March March
September 31, 2007 31, 31, 2005 31, 2004 31,
30, 2007 2006 2003

Opening Balance 5.93 5.86 6.16 5.79 6.37 0.98

Add: Additional Provision
created during the year 0.00 1.02 1.23 1.68 1.24 5.39
5.93 6.88 7.39 7.47 7.61 6.37
Less: Provision written back (0.68) (0.95) (1.53) (1.31) (1.82) 0.00
Less: Write-off out of provision (0.25)

Closing Balance 5.00 5.93 5.86 6.16 5.79 6.37

(iii) Related Party Transactions

Related parties referred to in this report represent related parties as defined in Accounting Standard 18 of
the Institute of Chartered Accountants of India. Details of related party transactions have been given in
Annexure XVII.

(iv) Deferred Tax Asset/ (Liability)

(INR in Lakhs)
As at
Particulars September March March 31, March March 31, March 31,
31, 2007 31, 2007 2006 31, 2005 2004 2003

Provision for 1.70 2.00 1.98 2.26 2.07 2.34

Non-Performing
Assets
Difference 0.00 (0.03) (0.01) 0.00 0.01 0.11
between Book
WDV and Tax
WDV
Net Deferred 1.70 1.97 1.97 2.26 2.08 2.45
Tax Asset
(Liability)

188
 Annexure V

Future Ventures India Limited

(Formerly Subhikshith Finance and Investment Private Limited)

Statement of Cash flows – Restated

(INR in Lakhs)
For the
Six
Months
Period
Particulars Ended For the Years Ended
September March 31, March March March March
30, 2007 2007 31, 2006 31, 2005 31, 2004 31,
2003
Net Profit/ (Loss) Before
Tax as per Audited
Accounts 0.81 1.77 0.62 2.14 0.25 (0.54)

Restatement
Adjustments affecting
Cash Flow:
Add/(Less):
Provision for Depreciation 0.14 (0.06) 0.05 0.19 (0.07) (0.27)
Provision for Non-
performing Assets 0.41 0.70 1.04 0.90 1.38 (4.43)

Restated Net Profit

Before Tax 1.36 2.41 1.71 3.23 1.56 (5.24)

Adjustments for:

Depreciation 0.02 0.19 0.16 0.17 0.90 1.52

Provision for Non-
Performing Assets (Net of
write back) (0.68) 0.07 (0.30) 0.37 (0.59) 5.39
Profit on Sale of Assets
(Net) (0.16) 0.00 0.00 (0.16) 0.11 0
Interest Income on Fixed
Deposits (0.64) (2.40) (1.16) (1.24) (1.09) (1.49)
Miscellaneous Expenditure
Written Off 0.00 0.00 0.04 0.04 0.04 0.04
Bad Debts Written Off Out
of Provision (0.25) 0.00 0.00 0.00 0.00 0.00
Operating Profit Before
Working Capital
Changes (0.35) 0.27 0.45 2.41 0.93 0.22

Adjustment for:

(Increase)/Decrease in
Receivables 6.85 5.70 2.88 (3.89) (5.84) 7.96
(Increase)/Decrease in
Other Current Assets 0.95 0.24 0.54 1.28 (0.71) (1.05)
Increase/(Decrease )in
Current Liabilities and
Provisions (0.44) (0.23) 0.21 (1.39) 0.58 0.94

Cash Generated
from/(used in)
Operations 7.01 5.98 4.08 (1.59) (5.04) 8.07

189
 Annexure V Contd

Future Ventures India Limited

(Formerly Subhikshith Finance and Investment Private Limited)

Statement of Cash flows - Restated

(INR in Lakhs)
For the Six
Months
Period
Particulars Ended For the Years Ended
Statement of Cash Flows
(Contd)
September March March March March March 31,
30, 2007 31, 2007 31, 2006 31, 2005 31, 2004 2003
Direct Taxes Paid/Refund
received 0.14 0.57 0.01 (0.38) 1.25 0.55

Net Cash from/ (used in)

Operating Activities (A) 6.87 5.41 4.07 (1.21) (6.29) 7.52
Cash Flow from
Investing Activities
Purchase of Fixed Assets 0 0 0 (0.07) (0.38) (0.97)
Sale of Fixed Assets 0.36 0.05 0.32 0.78 2.00 0
Interest Received on Fixed
Deposits 0.61 2.28 1.35 1.44 1.12 1.43
Investment in Fixed
Deposits ( net of
withdrawals) (8.23) (2.38) (0.26) (5.18) 2.50 (23.45)
Net Cash (used in)/ from
Investing Activities (B) (7.26) (0.05) 1.41 (3.03) 5.24 (22.99)
Cash Flow from
Financing Activities

Increase/ (Decrease) in
Bank Borrowings 0.00 0.00 (6.00) 5.31 (9.31) 8.81

Net Cash (used in) / from

Financing Activities (C ) 0.00 0.00 (6.00) 5.31 (9.31) 8.81

Net (Decrease)/ Increase

in Cash & Cash
Equivalents (A+B+C) (0.39) 5.36 (0.52) 1.07 (10.36) (6.66)

Cash and Cash Equivalents

At the Beginning of the
Period/Year 6.18 0.82 1.34 0.27 10.63 17.29
Cash and Cash Equivalents
At the End of the
Period/Year 5.79 6.18 0.82 1.34 0.27 10.63

Net (Decrease)/ Increase

in Cash & Cash
Equivalents (0.39) 5.36 (0.52) 1.07 (10.36) (6.66)

Note:

Cash and Cash Equivalents

at the Beginning of the
Period/Year 34.95 27.21 27.47 21.22 34.08 17.29
Less: Investment in Fixed 28.77 26.39 26.13 20.95 23.45 0.00

190
Deposits (Long Term)

Cash and Cash Equivalents

at the Beginning of the
Period/Year 6.18 0.82 1.34 0.27 10.63 17.29

Cash and Cash Equivalents

at the End of the
Period/Year 42.79 34.95 27.21 27.47 21.22 34.08
Less: Investment in Fixed
Deposits (Long Term) 37.00 28.77 26.39 26.13 20.95 23.45

Cash and Cash Equivalents

at the End of the
Period/Year 5.79 6.18 0.82 1.34 0.27 10.63

191
 Annexure VI

Future Ventures India Limited

(Formerly Subhikshith Finance and Investment Private Limited)

Statement of Secured Loans – Restated

Loans from Banks

Secured by way of charge against fixed deposits

(INR in Lakhs)
As at
Name of the September March 31, March March March March
Lender 30, 2007 2007 31, 2006 31, 2005 31, 31,
2004 2003
Indian Overseas 0.00 0.00 0.00 6.00 0.69 10.00
Bank, Chennai

192
 Future Ventures India Limited
(Formerly Subhikshith Finance and Investment Private Limited)

Annexure VII

Statement of Receivables - Restated

(INR in Lakhs)
As at
Particulars September March 31, March March March March
30, 2007 2007 31, 2006 31, 2005 31, 2004 31, 2003

Loans outstanding 5.00 11.61 17.39 19.51 11.43 9.13

Service charges receivable 0.00 0.24 0.16 0.92 5.11 1.57

Total 5.00 11.85 17.55 20.43 16.54 10.70

Ageing of Receivables:
(INR in Lakhs)
As at
Particulars September March 31, March March 31, March March
30, 2007 2007 31, 2006 2005 31, 31, 2003
2004
Outstanding for a period
exceeding six months

Considered Good
0.00 0.00 0.00 0.00 0.00 0.00
Considered Doubtful

5.00 5.93 5.86 6.16 5.79 6.37

Others – Considered Good
0.00 5.92 11.69 14.27 10.75 4.33

Total 5.00 11.85 17.55 20.43 16.54 10.70

193
 Annexure VIII

Future Ventures India Limited

(Formerly Subhikshith Finance and Investment Private Limited)

Statement of Other Current Assets - Restated

(INR in Lakhs)
As At
Particulars September 30, March March 31, March 31, 2005 March 31, March 31, 2003
2007 31, 2007 2006 2004

Advance Tax 4.05 3.91 3.37 3.68 7.76 6.91

Others 0.88 1.80 1.92 2.65 4.13 3.45

Total 4.93 5.71 5.29 6.33 11.89 10.36

194
 Annexure IX

Statement of Current Liabilities and Provisions - Restated

(INR in Lakhs)
As At
Particulars September March 31, March 31, March 31, March 31, March 31,
30, 2007 2007 2006 2005 2004 2003

Current Liabilities:

Outstanding expenses 0.00 0.44 0.67 0.46 0.33 1.20

TDS on salary & professional charges 0.00 0.00 0.00 0.00 0.11 0.07

Book overdraft 0.00 0.00 0.00 0.00 1.41 0.00

Total Current Liabilities 0.00 0.44 0.67 0.46 1.85 1.27

Provisions:

Provision for Non-Performing Assets 5.00 5.93 5.86 6.16 5.79 6.37

Provision for Taxation 3.86 3.69 2.82 2.48 5.66 5.12

Total Provisions 8.86 9.62 8.68 8.64 11.45 11.49

195
 Annexure X

Statement of Other Income - Restated

(INR in Lakhs)
For the Six Months Period Ended For the Years Ended
Particulars September 30, 2007 March March March March March
31, 31, 31, 31, 31,
2007 2006 2005 2004 2003
Non-Recurring

Provision no longer required written back 0.27 0.25 0.49 0.41 0.45 0.00

Miscellaneous Income 0.00 0.00 0.00 0.07 0.00 0.00

Total other income 0.27 0.25 0.49 0.48 0.45 0.00

196
 Annexure XI

Future Ventures India Limited

(Formerly Subhikshith Finance and Investment Private Limited)

Statement of Dividend Paid

The Company has not declared any dividend for the six months period ended September 30, 2007 and years
ended March 31, 2007, March 31, 2006, March 31, 2005, March 31, 2004 & March 31, 2003.

197
 Annexure XII

Statement of Contingent Liabilities

Contingent liabilities as at September 30, 2007, March 31, 2007, March 31, 2006, March 31, 2005, March
31, 2004 & March 31, 2003 – Nil.

198
 Annexure XIII

Segment Reporting

The Company has been primarily engaged in the business of financing during the period covered by this
report. All the activities of the Company revolve around the main business. Further, the Company does
not have any separate geographic segments other than India. As such, there are no separate reportable
segments as per AS 17 “Segmental Reporting” issued by the Institute of Chartered Accountants of India.

199
 Annexure XIV

Future Ventures India Limited

(Formerly Subhikshith Finance and Investment Private Limited)

Statement of Tax Shelter

(INR in Lakhs)
For the Six
Months Period
Ended For the Years Ended
Particulars September March March March March March
30, 2007 31, 2007 31, 2006 31, 31, 2004 31,
2005 2003

Net Profit / (Loss) before Tax as

per audited financials 0.81 1.77 0.62 2.14 0.25 (0.54)
Less: Adjustments with Tax
impact: Add/(Less)

Provision of Depreciation 0.14 (0.06) 0.05 0.19 (0.07) (0.27)

Provision for Non-Performing
Assets (net of write back) 0.41 0.70 1.04 0.90 1.38 (4.43)

Adjusted/Restated Net Profit

before Tax 1.36 2.41 1.71 3.23 1.56 (5.24)
Applicable Rates of Income Tax 33.99% 33.66% 33.66% 36.59% 35.88% 36.75%

Notional Tax Liability (A) 0.46 0.81 0.58 1.18 0.56 (1.93)

Adjustments

Difference between Tax and

Book Depreciation 0.02 0.10 0.01 (0.27) 0.42 0.03
Provision for Non-Performing
Assets (0.41) 0.32 0.19 0.78 (0.14) 5.39
Profit/(Loss) on Sale of Assets (0.16) 0.00 0.00 (0.16) 0.11 0.00
Provision no longer required
written back (0.27) (0.25) (0.49) (0.41) (0.45) 0.00
Unabsorbed Losses carried
forward from prior year adjusted 0.00 0 0 0 0.00 (0.18)

Total Adjustments (0.82) 0.17 (0.29) 0.06 (0.06) 5.24

Tax (Saving)/Expense thereon

(B) (0.28) 0.06 (0.10) 0.02 (0.02) 1.93

Provision for Income Tax for

the year as per Restated
Statement of Profit and Loss 0.18 0.87 0.48 1.16 0.54 0.00

200
 Annexure XV

Future Ventures India Limited

(Formerly Subhikshith Finance and Investment Private Limited)

Statement of Accounting and Other Ratios

September 30, March 31, March 31, March 31, March 31, March 31,
Particulars 2007 2007 2006 2005 2004 2003
Restated Networth (Rs in
Lakhs) 45.56 44.65 43.11 42.13 39.85 39.15
Adjusted Profit after Tax (Rs.
In Lakhs) 0.91 1.54 0.94 2.25 0.66 (2.79)
No. of Shares Outstanding at
the End of Period/Year 293,700 293,700 293,700 293,700 293,700 293,700
Weighted Average
Number of Shares
Outstanding 293,700 293,700 293,700 293,700 293,700 293,700
Basic & Diluted Earnings per
0.31 0.52 0.32 0.77 0.22 (0.95)
Return on Net Worth (%) 2.00 3.45 2.18 5.34 1.66 7.13
Net Asset Value per Share
(Rs.) 15.51 15.20 14.68 14.34 13.57 13.33
Book Value per Share (Rs) 15.51 15.20 14.68 14.34 13.57 13.33

The ratios have been computed as below:

= Net Profit as restated, attributable to shareholders

Basic & Diluted Earnings per Share
Weighted average no. of equity shares outstanding during the year

= Net Profit after Tax, as restated

Return on Net Worth (%) X 100
Net Worth as at the end of the year

= Net Worth as at the end of the year

Net Assets Value per Equity Share
No. of equity shares outstanding as at the end of the year

= Net Worth (including revaluation reserve )as at the end of the year
Book Value per Equity Share
No. of equity shares outstanding as at the end of the year

Net Worth means Equity Share Capital + Reserves

The figures above are based on the restated financial statements of the Company

201
 Annexure XVI

Future Ventures India Limited

(Formerly Subhikshith Finance and Investment Private Limited)

Capitalization Statement
(INR in Lakhs)
Particulars Pre- Issue as at September Adjusted for Public
30, 2007 Issue
Borrowings

Long Term Debt 0.00

Short Term Debt 0.00

Total Debt 0.00

Shareholders’ Funds
Share Capital 29.37
Reserves 16.19

Less: Miscellaneous Expenditure Written off 0.00

Total Shareholders’ Fund (Net Worth) 45.56

Long Term Debt/ Equity Share Capital 0.00

Long Term Debt/ Shareholders’ funds (Net 0.00
Worth)

202
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction
with our restated financial statements as of and for the years ended March 31, 2005, 2006 and 2007 and
the six-month period ended September 30, 2007, including the schedules and notes thereto and the reports
thereon, which appear in the section titled “Financial Statements” in this Draft Red Herring Prospectus.
The financial statements presented and discussed in this Draft Red Herring Prospectus are based on Indian
GAAP, which differs in certain significant respects from IFRS. Our fiscal year ends on March 31 of each
year. Accordingly, all references to a particular fiscal year are to the twelve-month period ended on March
31 of that year.

The forward-looking statements contained in this discussion and analysis are subject to a variety of factors
that could cause actual results to differ materially from those contemplated by such statements. Factors
that may cause such a difference include, but are not limited to, those discussed in “Forward-Looking
Statements” and “Risk Factors”, beginning on pages [●] and [●], respectively, of this Draft Red Herring
Prospectus.

Overview

The Company was incorporated on July 10, 1996 with the name Subhikshith Finance & Investments
Limited (“Subhikshith”). Following its acquisition in July 2007 by Pantaloon Future Ventures Limited, a
subsidiary of PRIL, the Company changed its name to Future Ventures India Private Limited. We are now a
public limited company and are regulated by the RBI as a non-deposit taking Non-Banking Financial
Company.

We intend to exercise operational control or influence in the Business Ventures that we promote or in which
we acquire interests. We intend to create, operationally manage and strategically manage diverse business
activities, primarily in “consumption-led” sectors in the country, which we define as sectors whose growth
and development will be determined primarily by the growing purchasing power of Indian consumers and
their changing tastes, lifestyle and spending habits. Our business objectives are to provide “mentor capital”
to innovative and emerging Business Ventures and entrepreneurs and to achieve long-term wealth creation
for our shareholders. We will seek to actively assist our Business Ventures in their growth and development
strategies and provide them with access to a wide range of resources within the Future Group. In this
regard, PRIL will provide us with mentoring capabilities and FCH, our Consultant, will provide us with
financial consulting, analytical and advisory services.

We have recently acquired interests in certain assets, utilizing a portion of the capital contributed by our
Promoters to purchase, in October 2007, 28.40% of the equity share capital of Sankalp Retail Value Stores
Private Limited, a merchandising company, for Rs. 20 crores. We have agreed to make an additional
contribution of Rs. 30 crores in this Business Venture’s compulsorily convertible preference shares if it
achieves certain business targets. In October 2007, we also purchased from FCH 6.53% of the equity share
capital and 7,000 fully convertible debentures of Rs. 10,000 each of Biba Apparels Private Limited, an
apparel company, for an aggregate consideration of Rs. 13.15 crores. In December 2007, we purchased
5.56% of the equity capital of SSIPL Retail Private Limited, a wholesaler and retailer of footwear,
sportswear and apparel, for Rs. 10 crores. On January 31, 2008, we agreed with PRIL to purchase its 50%
stake in Convergem Communication (India) Limited, a joint venture to distribute mobile handsets and
accessories in the wholesale market. We have made part payment of 1%, or Rs. 1.4 crores, towards the
aggregate consideration of Rs. 140 crores, for the purchase. On the same date, we agreed with PRIL to
purchase 2,414,000 equity shares or approximately 50% of the equity share capital of Footmart (Retail)
India Limited, a joint venture in retail footwear. We have made part payment of Rs. 10 lacs, towards the
aggregate consideration of Rs. 6.03 crores.

We have presented herein our financial statements as of and for the years ended March 31, 2005, 2006 and
2007 and the six-month period ended September 30, 2007, and we analyze the results of operations, cash
flows and financial conditions for those periods. However, as the Company had minimal assets, liabilities

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and operations in those periods and was engaged in a different business, and since we have not fully
launched our new business activities, the financial information we have presented herein is not indicative of
our results of operations, cash flows and financial condition in future periods.

Factors Affecting Our Results of Operations and Financial Condition

Economic Conditions in India

We have acquired and will continue to acquire interests in Indian assets. Accordingly, our results of
operations and financial condition have been and will continue to be influenced by macro-economic,
market and other conditions and developments in India that affect the growth and performance of the assets
in which we acquire interests. These factors include levels of, and growth rates in, GDP and per capita GDP
as well as the rate of inflation. The Indian economy has been growing at a rate above 8% per annum for the
past two fiscal years, making it one of the fastest growing major economies in the world. Growth has been
driven by rising domestic demand from India’s population of approximately 11,000 lacs.
The following table sets forth certain macro-economic indicators for India for fiscal 2003, 2004, 2005,
2006 and 2007:

2002-2003 2003-2004 2004-2005 * 2005-2006 ** 2006-2007 ***

GDP (Rs. billions) 20,477 22,226 23,897 26,045 28,482
(At Factor Cost,
At Constant Prices)
Growth Rate 8.5% 7.5% 9.0% 9.4%
Population (millions) 1,055 1,073 1,090 1,107 1,122
Source: RBI
* Provisional, ** Quick Estimates, *** Revised Estimates

India’s economy is expected to continue to grow rapidly during the next few years, contributing to higher
disposable incomes, which we expect will fuel growth in the retail and consumption-led sectors.

Developments in consumption-led sectors in India

Our Consultant will identify suitable business opportunities, including those in consumption-led sectors in
India for which we intend to leverage the mentoring capabilities and expertise of the Future Group,
especially our Promoter, Pantaloon Retail (India) Limited. Our results of operations and financial condition
will be affected by developments in the consumption-led sectors. Consumption patterns in India have
changed dramatically in recent periods, mainly as a result of rising disposable incomes. As disposable
incomes have increased, household spending has shifted from spending on necessities to discretionary
spending. Indians are spending an increasing proportion of their income on household products, apparel,
communications and health care. In addition, rising incomes are expected to contribute to the emergence of
a middle class and a decline in the proportion of Indians living in poverty. Although growth in disposable
incomes has been the main driver of higher consumption, population growth and a decline in the number of
joint family households are also expected to contribute to growth in consumption. As the consumption-led
sectors grow, we expect that the number of companies engaged in activities in these sectors will increase,
leading to more potential business opportunities for us. However, the increasing attractiveness of these
sectors may lead to greater competition for attractive assets.

Growth in consumption levels will depend in part on the level of inflation in the Indian economy, which has
been rising, mainly due to the increase in prices of primary articles as well as the increase in oil prices over
the last few years. In fiscal 2007, inflation as measured by the Wholesale Price Index (Base 1993-94)
increased to 5.74%, compared to 3.98% in the previous year (Source: Ministry of Finance). The Reserve
Bank of India has been raising interest rates to combat inflation and may continue do so in the future in
order to limit inflation to its target range of 4.0 to 4.5%.

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Regulation of consumption-led sectors in India

Since our activities will be focused on consumption-led sectors in India, changes in regulation affecting
these sectors will affect our results of operations and financial condition. Some industries within the Indian
consumption-led sectors are regulated and the Foreign Investment Promotion Board (the “FIPB”) imposes
restrictions on foreign direct investment in such sectors. As a result of restrictions on foreign investment,
we believe that assets in the consumption-led sectors are potentially undervalued. The FIPB has, however,
recently begun to ease certain restrictions on foreign direct investment in these sectors, and we expect the
restrictions may be further relaxed over time. While this could result in greater demand and higher
valuations for our assets, it could also increase competition for attractive business opportunities. In
addition, competition in consumption-led sectors is likely to increase, which could adversely affect the
competitive position of PRIL, one of our Promoters. Given our dependence on PRIL for the
implementation of our strategy, this could have an adverse effect on us. On the other hand, the expansion of
organized retailing in India could also lead to an increase in consumption, which would benefit us as our
business opportunities increase and our existing assets increase in value.

Market Conditions

We expect that income from operations will consist principally of gains on the sale of assets and dividend
and interest income. These sources of income will be affected by market factors, including the strength and
liquidity of Indian and global capital markets, market volatility, trends in investor asset allocation and
movements in interest rates.

We will pursue appropriate longer-term value creation strategies, based on advice from our Consultant. We
may seek to achieve this by unlocking value in our Business Ventures through public market or private
sales after taking into account factors such as the stage of development of the relevant Business Venture
and general market conditions. The strength of India’s capital markets generally, and the primary market
specifically, will affect our ability to profitably unlock value in our assets.

In addition to the strength and liquidity of India’s capital markets, volatility may also in the future affect
our results of operations. India’s capital markets have, along with global capital markets, experienced
strong growth in recent years. The closing value of the BSE Sensex grew from 6,493 as on March 31, 2005
to 11,280 as on March 31, 2006, an increase of 73.7%. It rose further to 13,072 as on March 31, 2007, an
increase of 15.9%. Although it dipped to below 14,000 in August as a result of market turbulence stemming
from the sub-prime mortgage crisis in the United States, it subsequently regained the loss in value and
crossed 19,000 on October 15, 2007. The BSE Sensex has been highly volatile in the last few months. It
reached a high of 21,206 on January 1, 2008 and closed at 18,115 on February 15, 2008. Price to earnings
ratios have also remained high, with the price/earnings ratio of the BSE Sensex increasing to 20.33 for
fiscal 2007 from 15.61 for fiscal 2005 (Source: BSE India). In addition, the primary market in India has
been strong, with funds raised through domestic public offerings amounting to Rs. 2,385,100 lacs during
the first quarter of fiscal 2007, which represents an increase of 124.1% over the corresponding period in
2006 (Source: Reserve Bank of India). If the favorable market conditions described above continue to
prevail, this would contribute to our ability to unlock value from our assets. Conversely, if market
conditions deteriorate, this could adversely affect such strategies.

Movements in interest rates may also affect our results of operations. Our fixed-income instruments may be
exposed to risks associated with changes in interest rates. General interest rate fluctuations may have a
negative impact on our assets and the rate of return on invested capital. In particular, any decrease in
interest rates could make fixed-income instruments less attractive to us. In addition, increasing interest rates
will subject us to prepayment risk and may also result in reduced consumption and increased savings. In
India, following a steep drop in interest rates in 2001, interest rates have remained relatively low for an
emerging economy during the past few years. However, in the fourth quarter of fiscal 2007, the Reserve
Bank of India increased its repo rate twice to 7.75%, and interest rates have reached their highest level in
four years.

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Revenues

Our predecessors, Subhikshith operated a money lending business. It earned its income from interest on
loans that were made to a limited number of customers and also by acting as a collection, recovery and
credit verification agent for customers in the telecommunications and banking sectors. We plan to generate
revenue primarily from unlocking value from our assets, interest and dividend. Subject to limited
exceptions, we are required by our accounting policies under Indian GAAP to record the book value of our
assets. Our financial statements will not reflect the fair market value of our assets. As a consequence we
will not be able to recognize in our profit and loss account changes in the fair market value of our assets.
We expect that our financial performance will be affected by the change in our Adjusted Net Worth and also
operational performance of our Business Ventures.

Our Adjusted Net Worth represents the total assets of our Company, less all our liabilities including loan
capital. The Consulting and Advisory Services Agreement specifies that publicly traded or liquid
instruments will be marked to market and unlisted or illiquid instruments will be valued at the lower of cost
or fair market value. Our Adjusted Net Worth will be published on an annual basis and will be determined
by an independent accountant or banking firm. For the purposes of the Adjusted Net Worth computation,
we will revise asset values when there have been significant changes in the fundamentals of the company
where we have participated, its industry or the overall economy. As our strategic and mentoring initiatives
at the company produce results and overall market conditions change, we will recognize changes in the
value of the underlying asset.

Expenses

Because we are advised by our Consultant and expect to utilize the mentoring capabilities of the Future
Group, we do not expect that we will be required to pay the significant costs associated with employing
finance professionals and other employees as well as running operations.

Our primary operating expenses will include acquisition costs, financing costs and service and incentive fee
payments to the Consultant. The service fee of 2% per annum of our Adjusted Net Worth will be payable
annually in advance and we are also required to pay a performance-based incentive fee equal to 20% of our
Profit Before Tax. We will make provisions for incentive fee payments based on our estimated Profit
Before Tax in any particular year and these fees subsequently will be paid based on the audited accounts for
that year. We will also be required to pay expenses incurred in connection with our operation and
administration, commissions and other costs of securities transactions as well as any expenses which may
be incurred by us or our Consultant with respect to services provided under the Consulting and Advisory
Services Agreement from time to time. We are also responsible for expenses incurred by our Consultant
relating to operations, due diligence and research, including costs related to our transactions.

Results of Operations

The following table sets forth, for fiscal 2005, 2006 and 2007 and the six months ended September 30,
2007 certain items derived from our financial statements:

Six months
ended
Fiscal 2005 Fiscal 2006 September
(Rs. lacs) (Rs. lacs) Fiscal 2007 30, 2007
(Rs. lacs) (Rs. lacs)
Income from operations................................20.37 2.77 3.12 0.63
Income from investments….. ................................ 1.24 1.16 2.40 0.64
Other income….. ................................................................
0.64 0.49 0.25 0.43
Total income ................................................................
22.25 4.42 5.77 1.70
Expenditure ................................................................
(20.11) (3.8) (4.00) (0.89)
Profit before tax…................................ 2.14 0.62 1.77 0.81
Provision for income tax ................................ (1.06) (0.23) (0.61) 0.67

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 Six months
ended
Fiscal 2005 Fiscal 2006 September
(Rs. lacs) (Rs. lacs) Fiscal 2007 30, 2007
(Rs. lacs) (Rs. lacs)
Profit after tax and before
adjustments..................................................................
1.08 0.39 1.16 1.48
Total adjustments................................................................
1.17 0.55 0.38 (0.57)
Net profit………………………… 2.25 0.94 1.54 0.91

Income

The income of Subhikshith gradually declined from fiscal 2005, when it discontinued its operations as a
collection, recovery and a credit verification agent. Subhikshith has engaged in limited lending activities
during the past few years and has deployed its funds principally in lower-yield term deposits, resulting in a
further decline in income.

Expenditure

The expenditure of the Subhikshith has declined from 2005 in line with decline in income, due to reduced
operations, lower salary expense and lower interest and other operating costs.
Provision for Tax and Net Profit

The net profit of Subhikshith has declined since fiscal 2005 as its operations and consequently its profitability
have reduced from year to year.

Liquidity and Capital Resources

Our initial source of liquidity will consist of the net proceeds that we receive in connection with this Issue
and the capital contributed prior to this Issue by our Promoters. We intend to use substantially all of this
cash for creating, building or acquiring and operating Business Ventures and to pay fees and other expenses
associated with our business and the Issue and, as a result, expect that our future liquidity will depend
primarily on (i) cash distributions that are made to us by such assets, (ii) borrowings, if any. We will
receive cash from time to time from the assets that we participate in. This cash is expected to be in the form
of dividends interest payments and securities or cash consideration received in connection with unlocking
of value in our assets.

We believe that short-term assets will be a more regular source of cash than other less liquid assets, but will
generate returns that are generally lower than returns generated by long-term assets. Other than amounts
that are used to pay expenses or that are distributed to shareholders, any returns generated by assets will be
reinvested in accordance with our business policies and procedures, which we believe will assist us in
growing our asset base. We do not intend paying dividends on our Equity Shares.

Cash Flows

The following table presents the Company’s cash flows for fiscal 2005, 2006 and 2007 and the six months
ended September 30, 2007:

Fiscal 2005 Fiscal 2006 Fiscal 2007 Six months

(Rs. lacs) (Rs. lacs) (Rs. lacs) ended
September
30, 2007
(Rs. Lacs)
Net cash from operating activities ................................ (1.21) 4.07 5.41 6.87

Net cash from investing activities ................................ (3.03) 1.41 (0.05) (7.26)

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 Fiscal 2005 Fiscal 2006 Fiscal 2007 Six months
(Rs. lacs) (Rs. lacs) (Rs. lacs) ended
September
30, 2007
(Rs. Lacs)
Net cash from financing activities ................................ 5.31 (6.00) 0.00 0.00
Cash and cash equivalents at beginning of fiscal year................................
0.27 1.34 0.82 6.18
Cash and cash equivalents at end of fiscal year................................
1.34 0.82 6.18 5.79

Cash flow from operating activities

Cash flow from operating activities in fiscal 2007 consisted of net profit before tax of Rs. 1.77 lacs,
adjusted among other things for restatement items of Rs. 0.64 lacs, depreciation of Rs. 0.19 lacs, non-
performing asset provisions of Rs. 0.07 lacs, interest income on fixed deposits of Rs. 2.4 lacs and working
capital changes consisting principally of a decrease in receivables of Rs. 5.70 lacs. Direct taxes paid
amounted to Rs. 0.57 lacs resulting in net cash from operating activities of Rs. 5.41 lacs.

Cash flow from operating activities in fiscal 2006 consisted of net profit before tax of Rs. 0.62, adjusted
among other things for restatement items of Rs. 1.09 lacs and working capital changes consisting
principally of a decrease in receivables of Rs. 2.88 lacs resulting in net cash from operating activities of Rs.
4.07 lacs.

Cash flow from operating activities in fiscal 2005 consisted of net profit before tax of Rs. 2.14 lacs,
adjusted among other things for restatement items of Rs. 1.09 lacs and working capital changes consisting
principally of an increase in receivables of Rs. 3.89 lacs and decrease in current liabilities of Rs. 1.39 lacs.
Direct taxes paid amounted to Rs. 0.38 lacs resulting in a use of cash in operating activities of Rs. 1.21 lacs.

Cash flow from investing activities

Cash used in investing activities in fiscal 2007 was Rs. 0.05 lacs primarily comprising of investments in
fixed deposits. Cash flow from investing activities in fiscal 2006 was Rs.1.41 lacs, respectively, consisting
primarily of interest received from fixed deposits.

Cash used in investing activities in fiscal 2005 was Rs. 3.03 lacs. This comprised of an outflow of Rs. 5.18
lacs in investments in fixed deposits and inflow comprising primarily of interest received from fixed
deposits of Rs. 1.44 lacs and sale of fixed assets of Rs. 0.78 lacs.

Cash flow from financing activities

The Company had no cash flow from financing activities in fiscal 2007, used cash of Rs. 6.00 lacs in fiscal
2006 and had cash flows from bank borrowings of Rs. 5.31 lacs in fiscal 2005.

Financial Condition

As of March 31, 2007, our shareholders’ funds amounted to Rs. 44.65 lacs. Based on our financial
statements, our net worth was Rs. 45.56 lacs as of September 30, 2007. Our issued and subscribed share
capital as of September 30, 2007 was Rs. 29.37 lacs.

Based on our restated financial statements, our net worth increased to Rs. 44.65 lacs as of March 31, 2007
from Rs. 43.11 lacs as of March 31, 2006.

The following table sets forth the principal components of our balance sheet as of March 31, 2005, 2006
and 2007 and as of September 30, 2007:

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 Six months
Fiscal
Fiscal Fiscal ended
2007
2005 2006 September
(Rs. (Rs. 30, 2007
(Rs.
lacs) lacs) (Rs. lacs)
lacs)
Fixed Assets
Gross Block…………………. 1.07 0.60 0.42 0
Less: Depreciation…………... (0.33) (0.16) (0.19) 0
Net Block……………………. 0.74 0.44 0.23 0

Total Fixed Assets………….. 0.74 0.44 0.23 0

Deferred Tax Asset (Net)…... 2.26 1.97 1.97 1.7

Current Assets, Loans and Advances

Receivables under Financing Activity……………………… 20.43 17.55 11.85 5.00
Cash and Bank Balances…….. 27.47 27.21 34.95 42.79
Other Current Assets………… 6.33 5.29 5.71 4.93
Other Loans and Advances…..

Total Current Assets, Loans and Advances……………….. 54.23 50.05 52.51 52.72

Liabilities and Provisions

Secured Loans……………….. 6.00 0.00 0.00 0.00
Unsecured Loans……………..
Current Liabilities …………... 0.46 0.67 0.44 0.00
Provisions……………………. 8.64 8.68 9.62 8.86

Total Liabilities and Provisions…………………… 15.10 9.35 10.06 8.86

Net Worth…………………... 42.13 43.11 44.65 45.56

Represented By:
Share Capital………………… 29.37 29.37 29.37 29.37
Reserves and Surplus………... 12.22 12.97 14.20 14.93
Statutory Reserve Fund………... 0.58 0.77 1.08 1.26
Miscellaneous expenditure not written off…………………… (0.04)

Net Worth…………………... 42.13 43.11 44.65 45.56

Subsequent to September 30, 2007, the Company has received an infusion of equity contribution
aggregating to Rs. 263.84 crores, of which 9.32% was contributed by our Promoters and 90.68% by other
non-promoter shareholders. These amounts have been utilized for funding our currently held assets and
other expenses.

Off Balance Sheet Arrangements

We expect in the normal course of business to have unfunded commitments to provide funds to our
Business Ventures. We also may be required to provide guarantees or credit support for their borrowings.
Our off-balance sheet exposures may be significant from time to time. We may also enter into derivative

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transactions either for the purpose of hedging exposure to market risks we may encounter in the course of
our business activities, such as interest rate risk applicable to our assets, or as part of our business activities.

Critical Accounting Policies

The financial statements presented herein were prepared in accordance with the historical cost convention
and applicable mandatory accounting standards issued by the Institute of Chartered Accountants of India,
the relevant provisions of the Companies Act and guidelines issued by the RBI for NBFCs from time to
time.

A critical accounting policy is one that is both important to the presentation of our financial condition and
results of operations and requires our management to make difficult, subjective or complex accounting
estimates and assumptions. By their nature, the assumptions, estimates and judgments that our management
will be required to make are inherently subject to a degree of uncertainty. These judgments will be based on
how our business evolves and the nature of our assets, our evaluation of account practices that would be
appropriate in respect of our business, our observation of trends involving comparable companies (if any),
information with respect to our assets and information available from independent sources, as appropriate.
There can be no assurance that our judgments will prove correct or that actual results reported will not
differ from our expectations reflected in the accounting treatment of certain items. We have identified the
accounting policies below as significant to our business operations and understanding of our financial
presentation and are currently regarded by us as “critical accounting policies”.

Revenue Recognition

We will recognize revenues arising on consolidation and prepare consolidated financial statements in
accordance with Accounting Standard No. 21, 'Consolidated Financial Statements and Accounting for
Investments in Subsidiaries in Separate Financial Statements', Accounting Standard No. 23, 'Accounting
for Investment in Associates' and Accounting Standard No. 27, ' Financial Reporting of Interest in Joint
Ventures', issued by the Institute of Chartered Accountants of India.

For subsidiary companies, we will combine the respective financial statements on a line by line basis by
adding together like items of assets, liabilities, income and expenses. For associate companies, we will
equity account for the value of our investment which initially will be recorded at cost. We will identify any
goodwill/capital reserve arising at the time of our acquisition. The carrying amount of our investment will
be adjusted thereafter for the post-acquisition change in our share of net assets of the associate. The excess
of cost to us of our investments in subsidiaries and associates over our portion of the equity of such
subsidiaries and associates will be recognized as goodwill and will be tested for impairment at each balance
sheet date.

Our share in the assets, liabilities, income and expenses of joint ventures will be accounted for in
accordance with applicable Indian standards for joint venture accounting. Minority interests in the net
assets of consolidated subsidiaries will comprise of the amount of equity attributable to the minority
shareholders at the dates of our investments in these companies and of subsequent movements in minority
shareholders’ equity following the dates of our investments.

The transactions for purchase or sale of publicly traded assets are recognized as of the trade date and not as
of the settlement date in order to ensure that the effect of all assets traded during the financial year are
recorded in the financial statements for that year.

Where transactions take place outside the public markets, the transactions are recorded as of the date on
which the Company obtains an enforceable obligation to pay the price or an enforceable right to collect the
proceeds of sale. The cost of assets purchased includes brokerage, stamp charges and any charge
customarily included in the broker’s bought note. In respect of privately placed debt instruments any front
end discount is reduced from the cost of the asset.

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Interest and dividend income from assets is recognized on accrual basis and is recorded net of accretion of
discount or amortization of premium over the balance maturity period. Dividend income is recognized
when right to receive the same is established.

Realized gain or loss on assets is recorded in the income statement on the date of sale. In determining the
realized gain or loss on sale of a security, the cost of such security is arrived using the weighted average
cost method.

Fixed Assets

Fixed Assets are stated at cost less depreciation and cost includes all direct expenses relating to the
acquisition and installation of fixed assets. Depreciation is provided on straight line basis at the rates
prescribed under Schedule XIV to the Companies Act.

Investments

Investments maturing within twelve months from the balance sheet date and investments made with the
specific intention to dispose of within twelve months from the balance sheet date are classified as short-
term investments. Investments other than short term are classified as long-term investments.

Listed and actively traded equity securities are stated at the lower of the cost or market value. For this
purpose, investments are categorized as equity, preference, debentures and the cost and market value is
aggregated for all investments in each category. Unlisted securities which are long term in nature are stated
at cost and provision for diminution is made if the decline in value is other than temporary in nature.
Current investments are stated at lower of cost and fair value determined on the basis of the category of
investments. We assess at each balance sheet date, whether any impairment of its investments has occurred.
Impairment loss, if any is recognized as an expense in profit and loss account.

Provisions

A provision is recognized when our Company has a present obligation as a result of past event. It is
probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable
estimate can be made. Provisions are not discounted to its present value and are determined based on best
estimate required to settle the obligation at the balance sheet date. We review and adjust these at each
balance sheet date to reflect the current best estimates.

These and other accounting policies are further described in the notes to the financial statements in this
Draft Red Herring Prospectus. As indicated above, these financial statements largely represent the business
of Subhikshith and are not reflective of our financial condition and results of operations as a publicly listed
company. Accordingly, other accounting policies could become “critical accounting policies” for our
company as our business develops. Additionally, as an NBFC we are and will continue to be subject to the
RBI’s prudential norms for NBFCs, which are discussed under “— RBI Norms applicable to NBFCs”.

Revised Accounting Standards for Financial Instruments

Indian accounting standards relating to the recognition and measurement (and related disclosure) of
financial instruments will change for accounting periods commencing on or after April 1, 2009 and will be
mandatorily applicable for Indian companies from April 1, 2011. Under the revised standards, financial
instruments are classified into financial assets and liabilities at fair value through profit or loss (to be
recorded immediately in the profit and loss account), held to maturity investments (to be recorded at
amortized cost), loans and receivables (to be recorded at discounted present values using effective interest
rates) and available for sale financial assets (to be marked to market). As a result of these revised standards,
we will be required to reclassify our investments, which we presently divide into current and long-term
investments. The revised recognition standards are likely to have a significant impact on the methods by
which we record our investments and the value of those investments. This could in turn have a significant

211
impact on our financial results. However, we are not yet in a position to quantify any such potential
impacts.

Adjusted Net Worth

As discussed above, a substantial portion of our assets will be reflected in our Indian GAAP financial
statements at their historical costs. As a consequence, our statutory financial statements will not reflect the
fair market value of our assets. In order to enable investors to better understand the performance of our
assets, we currently intend that we will make available in our annual reports details of our “Adjusted Net
Worth”, which is a valuation metric provided for in the Consulting and Advisory Services Agreement.
Adjusted Net Worth is defined in the Consulting and Advisory Services Agreement as the total assets of
our Company less all our liabilities including loan capital. The Consulting and Advisory Services
Agreement specifies that publicly traded or liquid instruments will be marked to market and unlisted or
illiquid instruments will be valued at the lower of cost or fair market value. The valuation methodologies
we will use to calculate the unrealized values of our assets are described below.

As part of the Adjusted Net Worth computation, the assets will be valued on an annual basis and unrealized
appreciation or depreciation in the value of those assets will have an effect on our Adjusted Net Worth.
Depending on the circumstances, our assets will either have a readily available market quotation, in which
case the assets will be valued using the quoted bid prices, or will be unlisted, in which case the assets will
be valued at the lower of their cost or fair market value. We intend to use the services of an independent
accountant or other suitably qualified external party to determine the fair market value of our assets. When
fair market values are used to determine the value of our assets, the external valuer has the discretion to
ascribe any control premium or consider any discount for lack of liquidity.

When using fair valuation, we expect that the value attributed to an equity asset by the external valuer will
be based on the enterprise value at which the portfolio company could be sold in an orderly disposition
over a reasonable period of time between willing parties other than in a forced or liquidation sale. When
determining the enterprise value of a company, we expect the external valuer to use any one or a
combination of methodologies such as comparable company valuations, historical and projected financial
data for the company, the size and scope of the company’s operations, the company’s strengths and
weaknesses and expectations relating to investors’ receptivity to an offering of the company’s securities,
applicable restrictions on transfer, industry information and assumptions, general economic and market
conditions and other factors deemed relevant. Where our asset comprises solely or substantially non-equity
instruments, we expect the fair value will derive mainly from the expected cash flows and associated risk
attaching to the assets, and methodologies such as discounted cash flow analysis (applied to the cashflow
on the relevant asset, for example any interest on debt, rather than operating cashflows of any underlying
portfolio company) are likely to be more appropriate.

Since the determination of Adjusted Net Worth requires the application of valuation principles to the
specific facts and circumstances of the assets, our Board of Directors will be required to utilize the services
of the Consultant, who will make calculations as to asset values, and the services of auditors or other
suitably qualified external parties, who will carry this determination. Our Board of Directors will rely on
the reports of such parties with respect to such calculations in the absence of manifest error and we
currently intend to publish our Adjusted Net Worth on an annual basis.

Related Party Transactions

We have entered and may in the future continue to enter into transactions of a material nature with certain
of our promoters, and Directors and entities controlled by such persons that may have a potential conflict of
interest with our interests. Such related party transactions include and will continue to include will include
asset purchases from Future Group entities, payment of service and incentive fees to our consultant,
administrative payments, etc. We intend that all our related party transactions will be in the normal course
of business and conducted on an arm’s length commercial basis, in compliance with applicable laws.

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RBI Norms applicable to NBFCs

Prudential Norms for Asset Classification

The Prudential Norms Directions also specify that every NBFC shall, after taking into account the degree
of well defined credit weaknesses and extent of dependence on collateral security for realization, classify
its lease/hire purchase assets, loans and advances and any other forms of credit into the following classes:

• Standard assets, i.e., assets in respect of which, no default in repayment of principal or payment of
interest is perceived and which does not disclose any problem nor carry more than normal risk
attached to the business;
• Sub-standard assets, i.e., assets, which have been classified as non-performing assets for a period
not exceeding 18 months or an asset where the terms of the agreement regarding interest and / or
principal have been renegotiated or rescheduled or restructured after commencement of
operations, until the expiry of one year of satisfactory performance under the renegotiated or
rescheduled or restructured terms. However, the classification of infrastructure loan as a sub-
standard asset is made in accordance with the provisions of paragraph 20 of the Prudential Norms
Directions;
• Doubtful assets, i.e., assets that remain substandard assets for a period exceeding 18 months; and
• Loss assets, i.e., assets which have been identified as loss assets by the NBFC or its internal or
external auditor or by the RBI during the inspection of the NBFC, to the extent it is not written off
by the NBFC, and assets which are adversely affected by a potential threat of non-recoverability
due to either erosion in the value of security or non-availability of security or due to any
fraudulent act or omission on the part of the borrower.
•
Provisioning Requirements

The Prudential Norms Directions provide that every NBFC shall, after taking into account the time lag
between an account becoming non performing, its recognition as such, the realization of the security and
the erosion over time in the value of security charged, make provision against sub-standard assets, doubtful
assets and loss assets to the extent indicated below.
The provisioning requirement in respect of loans, advances and other credit facilities including bills
purchased and discounted are:

(a) Loss Assets: The entire asset shall be written off. If the assets are permitted to remain in the books
for any reason, 100% of the outstanding amount should be provided for.

(b) Doubtful Assets: 100% provision to the extent to which the advance is not covered by the
realizable value of the security to which the NBFC has a valid recourse shall be made. In addition,
depending upon the period for which the asset has remained doubtful, provision to the extent of
20% to 50% of the secured portion (i.e., the estimated realizable value of the outstandings) shall
be made on the following basis:

Period for which the asset has

been considered as doubtful Percentage of provisioning required
Up to one year 20
One to three years 30
More than three years 50

(c) Sub-standard Assets: A general provision of 10% of total outstandings is required to be made.

Quantitative and Qualitative Disclosures about Market Risk

We expect to be subject to a number of market risks due to exposure to different types of assets and the
manner in which we raise capital. We believe that our exposure to market risks will relate primarily to
changes in the values of publicly traded assets and movements in prevailing interest rates. We may seek to

213
mitigate such market risks through the use of hedging arrangements , which could subject us to additional
market risks. We will monitor all market risks and carry out risk management activities relating to our
assets.

Securities Market Risks

Our equity assets may involve participation in companies whose securities are publicly traded or offered to
the public in connection with the process of unlocking value in such companies. The market prices and
values of publicly traded securities of companies in which we have participated may be volatile and are
likely to fluctuate due to a number of factors beyond our control, including the illiquidity of some such
securities compared to other publicly traded securities, actual or anticipated fluctuations in the quarterly
and annual results of the our and other companies in the industries in which they operate, market
perceptions concerning the availability of additional securities for sale, general economic, social or political
developments, changes in industry conditions, changes in government regulation, shortfalls in operating
results from levels forecast by securities analysts, the general state of the securities markets and other
material events, such as significant management changes, refinancings, acquisitions and dispositions.
Changes in the values of these assets could lead to significant changes in our operating results and our
Adjusted Net Worth.

Interest Rate Risks

We and the companies in which we acquire interests may incur indebtedness which will result in exposure
to risks associated with movements in prevailing interest rates. An increase in interest rates could make it
more difficult or expensive to obtain debt financing, could negatively impact the value of our assets and
could decrease the returns that assets generate. We believe that we will be subject to risks associated with
changes in prevailing interest rates due to the fact that we may deploy our capital in companies whose
capital structures may have a significant degree of indebtedness. Participation in highly leveraged
companies are inherently more sensitive to declines in revenues, increases in expenses and interest rates
and adverse economic, market and industry developments. A leveraged company’s income and net assets
also tend to increase or decrease at a greater rate than would be the case if money had not been borrowed.
As a result, the risk of loss associated with participation in a leveraged company is generally greater than
for companies with comparatively less debt.
Analysis of Certain Changes

Unusual or infrequent events or transactions

Except as discussed above, to our knowledge there have been no transactions or events which would be
considered “unusual” or “infrequent”.

Significant economic changes

Except as discussed above, to our knowledge there are no known factors which will have a material adverse
impact on our operations and profitability.

Known trends or uncertainties

Our business has been affected and we expect will continue to be affected by the trends identified above in
“Factors Affecting our Results of Operations and Financial Condition” and the uncertainties described in
the section titled “Risk Factors” on page [•]. To our knowledge, except as described or anticipated in this
Draft Red Herring Prospectus, there are no known factors which we expect will have a material adverse
impact on our revenues or income from continuing operations.

Since September 30, 2007, the last balance sheet date as discussed herein, we have issued 263,550,000
Equity Shares at a par value of Rs. 10 each. On October 11, 2007, we issued 4,706,300 Equity Shares to
Pantaloon Future Ventures Limited, a Promoter Group Company. On November 28, 2007, we issued
222,043,700 Equity Shares to various parties, including Pantaloon Future Ventures Limited. On January

214
29, 2008, we issued 36,800,000 Equity Shares to Future Capital Investment Private Limited, a Promoter
Group Company, and three other entities. Since September 30, 2007, our Promoters contributed capital of
Rs. 20.5 crores on October 26, 2007, which we partly utilized to buy 6.53% of the equity share capital and
7,000 full convertible debentures of Rs. 10,000 each of BAPL for an aggregate consideration of Rs. 13.15
crores from FCH. In October 2007, we purchased a 28.40% stake in the equity share capital of Sankalp
Retail Value Stores Private Limited for Rs. 20 crores and have agreed to make an additional contribution of
Rs. 30 crores in its compulsorily convertible preference shares if it achieves certain business targets. In
December 2007, we purchased 5.56% of the equity capital of SSIPL Retail Private Limited for Rs. 10
crores. In addition to these long-term investments in unquoted securities, we have made both long-term and
short-term investments in certain quoted securities in the period from October 1, 2007 to January 31, 2008.
The cost of acquisition of our long-term quoted investments was Rs. 5,981.61 lacs.

On January 31, 2008, we agreed to purchase from PRIL its 50% stake in Convergem Communication
(India) Limited, and have made a part payment of 1%, or Rs. 1.4 crores, towards the aggregate purchase
consideration. On the same date, we agreed to purchase from PRIL 2,414,000 equity shares or
approximately 50% of the equity share capital of Footmart (Retail) India Limited, and have made a part
payment of Rs. 10 lacs, towards the aggregate purchase consideration. We continue to evaluate other
potential opportunities in sectors including entertainment, food and beverages, general and specialist
retailing, telecommunications, vehicle sales, financing and servicing, healthcare and wellness, travel, media
and apparel.

Future relationship between costs and income

Except as discussed above, to our knowledge there are no known factors, which will affect the future
relationship between costs and income.

Total turnover in each major industry segment

We do not report industry segments for our financial statements prepared in accordance with Indian GAAP.

Seasonality of business

Our business is not seasonal. However, there could be variations in our quarterly income and profit after tax
because of various factors, including those set forth above under “Factors Affecting our Results of
Operations and Financial Condition” and those described in the section titled “Risk Factors” beginning on
page [•] of this Draft Red Herring Prospectus.
Competitive conditions

Competitive conditions affecting us are discussed in the section titled “Our Business” beginning on page
[•] of this Draft Red Herring Prospectus.

215
 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated below there are no outstanding litigations, suits, criminal or civil prosecutions,
proceedings or tax liabilities against our Company, our Directors, our Promoters and Promoter Group
Companies and there are no defaults, non-payment of statutory dues, over-dues to banks/ financial
institutions/ small scale undertaking(s), defaults against banks/ financial institutions/ small scale
undertaking(s), defaults in dues payable to holders of any debenture, bonds and fixed deposits and arrears
of preference shares issued by the Company, defaults in creation of full security as per terms of issue/ other
liabilities, proceedings initiated for economic/ civil/ any other offences (including past cases where
penalties may or may not have been awarded and irrespective of whether they are specified under
paragraph (I) of Part 1 of Schedule XIII of the Companies Act) other than unclaimed liabilities of the
Company and no disciplinary action has been taken by SEBI or any stock exchanges against our Company,
our Promoters or our Directors.

Litigation against the Company

Nil

Litigation by the Company

Nil
Litigation involving Directors

Cases involving Mr. Kishore Biyani

Sr. Matter description Court/ Forum/ Current Status

No. Case Number
1. The Local Health Authority, Ahmedabad Municipal No. 14 of 2003 The matter is
Corporation has filed a criminal case against Mr. Kishore in the 6th Court currently pending.
Biyani, Director of Pantaloon Retail (India) Limited of the
(PRIL), in respect of a product supplied at PRIL’s retail Metropolitan
outlet at Ahmedabad. The public analyst allegedly found Magistrate,
the product to be adulterated as it did not conform to the Ahmedabad
standards and provisions of the Prevention of Food
Adulteration Rules, 1955 and it was misbranded as per
section 2(ix) (k) of the Prevention of Food Adulteration
Act, 1954.
2. Bharatiya Kamgar Karmachari Mahasangh has filed a Complaint The case is currently
case against M/S Windmill Hotels Private Limited. The (ULP) No.229 pending.
Complainant has made complaint of unfair labour of 2006
practice under Monopolies and Restrictive Trade
Practices Act, 1969 and Prevention of Unfair Labour
Practices Act, 1971 against M/s Windmill Resort. M/s
Windmill Resort has transferred all the business activities
and ownership of premises situated at Alibaug to M/s
Future Ideas Company Limited and had instructed the
staff of M/s Windmill to work under the Contract of one
M/s PBM Hotels & Developers instead of M/s Future
Ideas Company Limited thus constituting unfair labour
practice. Mr. Kishore Biyani is a respondent in the case.
An application for discharge of Mr. Kishore Biyani has
been made. Mr. Kishore Biyani has been discharged from
the case and the case is currently pending against Future

216
Sr. Matter description Court/ Forum/ Current Status
No. Case Number
Ideas Company Limited and others.
3. The FDA department, Thane filed case against PRIL and Case No. The case is currently
Kishore Biyani as a Managing Director of PRIL under the 926/2006 pending.
Prevention of Food Adulteration Act for alleged
adulteration in the product of the Company in the
Magistrate Court at Belapur.
4. The Municipal Authority of Delhi filed a case on January Court of The case is currently
7, 2007 for compoundable violations in respect of the Metropolitan pending in the Court
Health Trade License required for running the store of Magistrarte, of Sessions.
Food Bazaar at Rohini, Delhi. Karakadooma,
Delhi
5. A case has been filed before ACMM, Bangalore for the Additional The case is currently
Honda City Car found missing from the parking premises Chief pending.
of Bangalore Central. The matter has been stayed by the Metropolitan
Karnataka High Court. Magistrate,
Bangalore

Cases involving Mr. Rakesh Jhunjhunwala

Sr. Matter description Court/ Forum/ Current Status

No. Case Number
1. A show cause notice dated June 17, 2003, was issued to SEBI -
Mr. Rakesh Jhunjhunwala by SEBI for alleged violation
of the SEBI (Prohibition of Fraudulent and Unfair Trade
practice relating to Securities Market) Regulations, 1995.
Thereafter, a personal hearing was completed on August
28, 2003 before SEBI. Subsequently, SEBI issued a
supplemental show cause notice dated January 22, 2004
which was followed by a supplemental personal hearing
on April 7, 2004. No further communication has been
received from SEBI in this regard.

2. Mr. Rakesh Jhunjhunwala paid a penalty of Rs. 15,000 in SEBI Concluded

pursuance of adjudication order dated March 19, 1998
passed by SEBI for a technical violation of Regulations 7
(2) of SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations 1997 due to non-declaration of
crossing 5% threshold owing to a computation error.

3. Mr. Rakesh Jhunjhunwala is associated with M/s. R. K. J. SEBI Concluded

Share Brokers Private Limited (“RKJS”), being its
shareholder. A notice (No. ENO/1/15794/2003/AP) has
been issued by SEBI to RKJS. RKJS filed their reply on
September 30, 2003. The said proceedings have been
concluded and closed by SEBI and no violation has been
reported.

4. Mr. Rakesh Jhunjhunwala is a shareholder of M/s. SEBI Concluded

Alchemy Share and Stock Brokers Private Limited
(“ASSB”). A show-cause notice (No.
ENQ/2/15797/2003/AP) dated August 20, 2003 was
issued by SEBI to ASSB. ASSB filed its reply on

217
Sr. Matter description Court/ Forum/ Current Status
No. Case Number
September 4, 2003. SEBI through letter dated April 10,
2007 informed ASSB that the no violation was reported
and consequently, the aforestated show cause notice was
closed.

5. An inquiry/investigation was initiated, by SEBI, against SEBI The inquiry is

Geojit Financial Services Limited for non-reporting of off currently pending.
the floor trades and dealing with unregistered
intermediaries while conducting business through Cochin
Stock Exchange Limited. An inspection was conducted in
relation thereto on January 1, 2000.

6. An inspection was conducted by SEBI on Geojit SEBI GFSL rectified the

Financial Services (“GFSL”) on January 8, 2003. GFSL observations noted
was censured by SEBI through order dated February 8, during the audit.
2006 for the violations noticed during the inspection.
7. Inspections were conducted by SEBI on Geojit Financial SEBI GFSL rectified the
Services (“GFSL”) on January 27, 2004 and March 15, observations noted
2005 and certain irregularities were noticed during the during the audit.
inspection by SEBI. GFSL was warned by SEBI to not
repeat the irregularities.
8. Inspection was conducted by SEBI on Geojit Financial SEBI GFSL rectified the
Services (“GFSL”) on January 31, 2006 and certain observations noted
irregularities were noticed during the inspection by SEBI. during the audit and
GFSL was warned by SEBI to not repeat the submitteda report to
irregularities. SEBI.

Cases involving Mr. Anil Harish

The Company Law Board (“CLB”) had passed an order directing the Central Government to initiate an
investigation under Section 237 of the Companies Act against Mukta Arts Limited (“MAL”), Mr. Anil
Harish, in his capacity as director of MAL and others. MAL filed an appeal against the order of CLB in the
Bombay High Court. The Bombay High Court has granted a stay in favour of MAL and the matter is
currently pending.

Cases involving Mr. Sameer Sain

A show cause notice SGB/ShowCause/RKM/2007-6738 dated November 3, 2007 was issued to Mr.
Sameer Sain, in his capacity as Managing Director of Future Capital Holdings Limited (“FCH”), by the
Inspector, Security Guards Board for Brihan Mumbai and Thane District (the “Security Guards Board”),
for the non-compliance of the visit remarks passed by the Security Guards Board on August 31, 2007 at
11:45 a.m. The show cause notice has directed Mr. Sameer Sain to show cause within 7 days of the receipt
of the notice as why penal proceedings should not be considered against him for contravention of the
Private Security Guard (Regulation of Employment & Welfare) Scheme (Amended) 2005, read with Clause
42 of the Scheme and Section 3(3) of the Maharashtra Private Security Guard (Regulation of Employment
& Welfare) Act, 1981. FCH has responded to the show cause notice by letter dated November 13, 2007
stating that the subject matter of the show cause notice is with respect to the dispute involving Myra Mall
Management Company Limited, a subsidiary of FCH, and does not involve Sameer Sain or FCH.

Litigation involving Promoters

Litigation involving Mr. Kishore Biyani

218
For details of outstanding litigation involving Mr. Kishore Biyani, please see “Litigation involving
Directors” on page [●] of this Draft Red Herring Prospectus

Litigation involving Pantaloon Future Ventures Limited

Nil.

Litigation involving Future Capital Investment Private Limited

Nil

Litigation involving Future Capital Holdings Limited

Please refer to heading, “Cases involving Mr. Sameer Sain” in the section titled “Outstanding Litigation
and Material Developments” beginning on page [●] of this Draft Red Herring Prospectus.

Litigation involving Pantaloon Retail (India) Limited (“PRIL”)

Cases filed against PRIL

Civil Cases

1. A claim has been filed in Suit No. 1533 of 2003 before the Bombay High Court against PRIL and
another for restraining them from using the trademark “RAYMEN”. The claimant had claimed
that PRIL aided and abetted the infringement of the said trademark by selling goods manufactured
by the supplier in their stores and has sought damages for an amount aggregating Rs. 5 lacs. The
parties are negotiating settlement and the matter is currently pending.

2. Original Suit No. 1050, 1051, 1052 and 1053 of 2005 have been filed before the Civil Judge
(Junior Division) at Agra against PRIL and four others for alleged non-transfer of shares in
petitioner's name. As the signatures on share transfer form did not match, the shares were not
transferred in the petitioner’s name by PRIL's registrars. PRIL filed a written statement on
December 4, 2006. The matter is currently pending.

3. Disney Enterprises Inc. filed a case, I.A.No.7737/2007in CS (OS) No.1254/2007, in the High
Court, Delhi, against PRIL and others, for using Disney’s Trademarks. The High Court, Delhi
passed an ad-interim injunction against Big Bazaar restraining the use of Disney’s Trademarks.
PRIL has already entered into a licensing agreement with The Walt Disney Company (India)
Private Limited and has instructed Disney to withdraw the suit against Big Bazaar. Pursuant to
negotiations, the parties have decided to settle the matter and the final settlement is currently
pending.

4. Collector of Stamp, Kanpur filed cases bearing Nos. 520 to 528 and 627 of 2007, for recovery of a
total sum of Rs. 24.57 crore as stamp duty on the property situated at Saharagunj - Lucknow,
Saibabad - Ghaziabad, Shipra Mall - Indirapuram, MMX Mall - Ghaziabad, MRG Developers
Agra, Unitach - Noida, EDM - Kaushambi – Ghaziabad and Rave Multiplex, VIP Road, Kanpur.
PRIL filed for a stay on these orders in the High Court of Allahabad and the same was duly
granted. The stay has now been vacated by the High Court and PRIL has been directed to appear
before the Chief Controlling Revenue Authority, Allahabad (“CCRA”) to resolve the issue in
question. CCRA, Allahabad has remanded the matter to Collector of Stamp, Kanpur. The matter is
currently pending.

5. Title suit no. 1809/2005 was filed in the City Civil Court, Kolkata by Mr. Vishal Chappria on
December 4, 2005 for non-transfer of 100 shares and for mandatory and permanent injunction for
not transferring the same in any other name. The matter is currently pending.

219
Consumer Cases

1. A complaint (No. 229 of 2004) has been filed, by Mr. Akshay Thakker, before the District
Consumer Disputes Redressal Forum at Bandra, Mumbai against PRIL and Tops Detective and
Security Services. The complaint claimed compensation for an amount aggregating to Rs. 5 lacs
with interest at the rate of 18 % per annum for the loss of his laptop on September 6, 2003 from
the Big Bazaar outlet operated by PRIL in Mumbai. The complainant alleged deficiency in the
services of safe custody provided by PRIL and Tops Detective and Security Services which lead to
the loss. PRIL has filed its reply. The matter is currently pending.

2. A complaint (No. 47 of 2005) has been filed before the District Consumer Redressal Forum,
Ahmedabad, against Cadbury India Limited and PRIL claiming compensation aggregating Rs. 5
lacs for the mental agony, health problems, costs and other expenses incurred by him in respect of
a bar of chocolate manufactured by Cadbury India Limited and sold by PRIL which allegedly
contained a live worm and cobwebs. Both Cadbury India Limited and PRIL have filed their
respective replies and the matter is currently pending.

3. A complaint (No. 370 of 2006) has been filed before the District Consumer Forum, Lucknow for
defect found in the refrigerator of Godrej Company bought from Big Bazaar. The matter is
pending disposal.

4. A complaint (No. 530/2006) has been filed before the Consumer Forum, Thane regarding
defective Motorola cell phone purchased from Big Bazaar at Thane. The matter is currently
pending.

5. A complaint (No. 192 of 2006) has been filed before the District Consumer Forum Lucknow, for
not selling a new DVD but selling an old DVD instead. The matter is currently pending.

6. A complaint (No. 23 of 2007) has been filed before the Consumer Disputes Redressal Forum,
CBD Belapur (“CDRF”) complaint for swiping the debit card twice and debiting the same amount
two times from the complainant’s bank account. Reply was filed by PRIL on June 20, 2007 and
the matter came up for hearing on September 7, 2007. It was prayed that prima facie there was no
case against PRIL. The CDRF asked PRIL to make State Bank of India a necessary party to the
case. On October 19, 2007 the complainant moved an application for amending the Complaint to
implead State Bank of India as a necessary party and the same was allowed by CDRF. The matter
has been is currently pending.

7. A suit (No. 70 of 2006) dated March 27, 2006 has been filed in the Court of Civil Judge South
(JD) Lucknow by Rohit Chandra against PRIL for carrying out unfair trade practices by selling the
goods at lesser prices and thereby trying to create monopoly. It has been further alleged that the
foreign goods which were being sold did not have price tags. PRIL filed a written statement on
May 3, 2007 praying for the rejection of the plaint. The matter is currently pending.

Tax Proceedings

1. The Additional Commissioner of Income Tax passed an order against PRIL requiring it to pay
income tax of an amount aggregating approximately Rs. 0.7 lac in respect of assessment year
1998-1999. PRIL has filed an appeal dated February 13, 2001 against the order before the
Commissioner of Income Tax (Appeals), Mumbai in respect of an amount aggregating
approximately Rs. 1.9 lacs on the grounds that a portion of the capital issue expenses and
preliminary expenditure incurred as well as interest paid on fixed deposits accepted had been
wrongly disallowed. The matter is currently pending.

2. The Deputy Commissioner of Income Tax passed an order against PRIL requiring it to pay income
tax of an amount aggregating approximately Rs. 0.18 crore in respect of assessment year 2001-

220
 2002. PRIL filed an appeal against the order before the Commissioner of Income Tax (Appeals),
Mumbai (“CIT”) disputing the tax amount of Rs. 0.18 crore which was disposed partly in favour
of PRIL vide order passed by the Commissioner of Income Tax (Appeals) dated November 19,
2004. The Deputy Commissioner of Income Tax and PRIL have appealed against the above order
on March 11, 2005 and January 20, 2005, respectively before the Income Tax Appellate Tribunal,
Mumbai (“ITAT”). ITAT has decided the appeal and remanded the matter back to CIT for fresh
adjudication. The matter is currently pending.

Cases filed by PRIL

Nil

Litigation involving the Promoter Group

1. A suit (No. 2178 of 2007) has been filed against Home Solutions Retail (India) Limited (“HRIL”)
by Asian Paints Limited (“APL”) in the High Court, Mumbai. APL had, inter alia, prayed for
grant of an ad-interim injunction restraining HRIL from using the trademark "Home Solutions" or
deceptively similar trademark till the final disposal of the present suit. The High Court, Mumbai
rejected the plea of APL for ad-interim injunction vide order dated September 18, 2007. The suit is
currently pending for disposal.

2. A suit (No. 2135 of 2006) has been filed, by Indus Clothing Limited against Indus League
Clothing Limited and Lee Cooper International Limited, before the Delhi High Court for grant of
permanent injunction restraining Indus League Clothing Limited from using the mark Indus
Clothing Limited, to restrain Lee Cooper International Limited from entering into a joint venture
with Indus League Clothing Limited and to pass a decree in favour of Indus Clothing Limited
declaring Indus Clothing Limited to be the prior user/owner of the mark Indus Clothing Private
Limited. The suit is currently pending.

3. A case (No. 156 of 2007) has been filed, by Kalanjali Arts and Crafts, against Indus League
Clothing Limited in the court of 1st Senior Civil Judge, City Civil Court, Hyderabad. The plaintiff
has made a claim of Rs. 0.68 lac. The matter is currently pending.

4. Maharashtra Suraksha Rakshak Aghadi filed a writ petition no. 2040 of 2007 against Myra Mall
Management Company Limited (“MMMCL”) and others, in the High Court of Bombay. The
petitioner, which is a trade union of security guards, under the provisions of the Security Guards
Scheme 2002, had alleged that every principal employer who hires security guards is required to
be registered with the petitioners, and is required to hire only those security guards who are
registered with the petitioners or who are exempt from being registered with the petitioners. The
petitioners, in the writ petition had listed out the security guards that are hired by MMMCL, but
have not been registered with the petitioners. Further, the writ petition also stated that MMMCL
was not registered as a principal employer under the Security Guards Scheme 2002. The High
Court of Bombay by its order dated October 22, 2007 has ruled to the effect that if MMMCL
appoints security guards in its premises, then MMMCL and the guards employed by MMMCL
would be required to be registered with the Security Guard Board. Pursuant to the order of the
High Court of Bombay, MMMCL does not employ any security guards and is not required to be
registered with the Security Guard Board.

Material Developments

In the opinion of our Board, there has not arisen, since the date of the last audited financial statements
disclosed in this Draft Red Herring Prospectus, any circumstances that materially or adversely affect or are
likely to affect our profitability on a consolidated basis or the value of our consolidated assets or our ability

221
to pay our material liabilities within the next twelve months except for certain agreements entered into by
the Company. For a description of the material terms of such agreements, please see the section titled
“History and Certain Corporate Matters – Material Agreements” on page [●] of this Draft Red Herring
Prospectus.

222
 GOVERNMENT APPROVALS

We have received the necessary consents, licenses, permissions and approvals from the government and
various governmental agencies required for our present business and except as mentioned below, no
further approvals are required for carrying on our present business.

Registrations/Approvals obtained by FVIL

Approvals for the Issue

1. The Board of Directors has, pursuant to a resolution dated January 28, 2008, authorised the Issue;
and

2. The shareholders of our Company have, pursuant to a resolution dated February 5, 2008 under
Section 81(1A) of the Companies Act, authorised the Issue.

Approvals to be received for the Issue

1. In-principle approval from the NSE dated [●];

2. In-principle approval from the BSE dated [●];

3. We propose to make an application to FIPB, for allowing eligible non-resident investors, i.e. FIIs,
NRIs, FVCIs registered with SEBI, multilateral and bilateral development financial institutions
and other eligible non-resident investors to participate in this Issue subject to any conditions that
may be prescribed by the FIPB in this regard.

Approvals for the business

1) The Company was granted Certificate of Registration, bearing Registration No. 07.00137, dated March
9, 1998 by the RBI under Section 451A of RBI Act, 1934 to commence/ carry on the business of a
NBFC without accepting public deposits. The Company was granted a fresh Certificate of Registration
dated June 18, 2007 pursuant to change of name bearing registration no. 07.00137. The Company was
again granted a fresh Certificate of registration dated October 19, 2007 pursuant to the change of name
to Future Ventures India Limited bearing registration no. 07.00137. The Reserve Bank of India does
not accept any responsibility or guarantee about the present position as to the financial soundness of
the Company or for the correctness of any of the statements or representations made or opinions
expressed by the Company and for discharge of liability by the Company. Neither is there any
provision in law to keep, nor does the Company keep any part of the deposits with the Reserve Bank of
India and by issuing the Certificate of Registration to the Company, the Reserve Bank neither accepts
any responsibility nor guarantee for the payment of the deposit amount to any depositor.

2) Permanent Account Number (PAN) of FVIL as issued by the Income Tax Department is AABC0279B.

3) Tax Deduction Number (TAN) of FVIL as issued by the Income Tax Department is S 5092 D.

4) Service Tax Registration Number as issued by the Central Excise Officer is AABCS0279BST001.

5) Registered under the Bombay Shops and Establishments Act, 1948 vide Registration No: 760024286
on October 8, 2007.

Pending Approvals

1) The Company has applied for the registration of its trade mark under classes16, 35, 36, 39 and 42.

2) Applied for registration under the Tamil Nadu Shops and Establishment Act, 1947.

223
 OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue

The Board has, pursuant to resolution passed at its meeting held on January 28, 2008 authorised the Issue
subject to the approval by the shareholders of the Company under Section 81(1A) of the Companies Act.

The shareholders have authorised the Issue by a special resolution in accordance with Section 81(1A) of the
Companies Act, passed at the Extra-Ordinary General Meeting of the Company held on February 5, 2008.

Prohibition by SEBI, RBI or other governmental authorities

The Company, its Directors, the Promoters and Promoter group companies, Directors or the person(s) in
control of the Promoters, the Company and companies with which the Directors are associated with as
directors have not been prohibited from accessing or operating in capital markets under any order or
direction passed by SEBI.

Further, our Directors, our Promoters, and Promoter group entities have confirmed that they have not been
detained as wilful defaulters by the RBI or any other governmental authority and there are no violations of
securities laws committed by them in the past or are pending against them.

Eligibility for the Issue

We are eligible for the Issue as per Clause 2.2.2 of the SEBI Guidelines as explained under Clause 2.2.2 of
the SEBI Guidelines which states as follows:

“2.2.2 An unlisted company not complying with any of the conditions specified in Clause 2.2.1 may make
an initial public offering (IPO) of equity shares or any other security which may be converted into or
exchanged with equity shares at a later date, only if it meets both the conditions (a) and (b) given below:

(a) (i) The issue is made through the book-building process, with at least 50% of the issue size
being allotted to the Qualified Institutional Buyers (QIBs), failing which the full
subscription monies shall be refunded.

OR

(a) (ii) The “project” has at least 15% participation by Financial Institutions/ Scheduled
Commercial Banks, of which at least 10% comes from the appraiser(s). In addition to this,
at least 10% of the issue size shall be allotted to QIBs, failing which the full subscription
monies shall be refunded

AND

(b) (i) The minimum post-issue face value capital of the company shall be Rs. 10 crores.

OR

(b) (ii) There shall be a compulsory market-making for at least 2 years from the date of listing of
the shares, subject to the following:

(a) Market makers undertake to offer buy and sell quotes for a minimum depth of 300
shares;

(b) Market makers undertake to ensure that the bid-ask spread (difference between
quotations for sale and purchase) for their quotes shall not at any time exceed 10%;

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 (c) The inventory of the market makers on each of such stock exchanges, as of the date
of allotment of securities, shall be at least 5% of the proposed issue of the
company.)”

We are an unlisted company not complying with the conditions specified in Clause 2.2.1 of the SEBI
Guidelines and are therefore required to meet both the conditions detailed in clause 2.2.2(a) and clause
2.2.2(b) of the SEBI Guidelines.

• We are complying with Clause 2.2.2(a) (i) of the SEBI Guidelines and at least 50% of the Net
Issue is proposed to be Allotted to QIBs and in the event we fail to do so, the full subscription
monies shall be refunded to the Bidders.
• We are also complying with Clause 2.2.2(b)(i) of the SEBI Guidelines and the post-issue face
value capital of the Company shall be Rs. 4,000 crores (which is more than the minimum
requirement of Rs. 10 crore.

Hence, we are eligible for the Issue under Clause 2.2.2 of the SEBI Guidelines.

Further, in accordance with Clause 2.2.2A of the SEBI Guidelines, we shall ensure that the number of
prospective allottees to whom the Equity Shares will be allotted will be not less than 1,000.

The Company is considering a Pre-IPO placement with certain investors (“Pre-IPO Placement”). The Pre-
IPO placement is at the discretion of the Company. The Company will complete the issuance, if any, of
such Equity Shares prior to the filing of the Red Herring Prospectus with the RoC. If the Pre-IPO
Placement is completed, the Issue size offered to the public will be reduced to the extent of such Pre-IPO
Placement, subject to a minimum Net Issue size of 10% of the post Issue capital being offered to the public.
If, as a result of the Pre-IPO Placement, the Issue size is reduced to an extent such that the Issue constitutes
less than 25% of the post Issue paid-up capital of the Company, then in terms of Rule 19(2)(b) of the
Securities Contracts (Regulation) Rules, 1957, the Issue would be made through the 100% Book Building
Process where at least 60% of the Net Issue would be Allotted on a proportionate basis to QIBs out of
which 5% shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder
shall be available for allocation on a proportionate basis to QIBs and Mutual Funds, subject to valid Bids
being received from them at or above the Issue Price. Further, not less than 10% of the Net Issue will be
available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the
Net Issue will be available for allocation on a proportionate basis to Retail Individual Bidders, subject to
valid Bids being received at or above the Issue Price.

DISCLAIMER CLAUSE

AS REQUIRED, A COPY OF THE DRAFT RED HERRING PROSPECTUS HAS BEEN

SUBMITTED TO SEBI. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF
THE DRAFT RED HERRING PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE
DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY
SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL
SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED
TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS
EXPRESSED IN THE DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD
MANAGERS, JM FINANCIAL CONSULTANTS PRIVATE LIMITED, ENAM SECURITIES
PRIVATE LIMITED, KOTAK MAHINDRA CAPITAL COMPANY LIMITED, ICICI
SECURITIES LIMITED AND EDELWEISS CAPITAL LIMITED HAVE CERTIFIED THAT THE
DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE GENERALLY
ADEQUATE AND ARE IN CONFORMITY WITH SEBI (DISCLOSURE AND INVESTOR
PROTECTION) GUIDELINES, 2000 AS FOR THE TIME BEING IN FORCE. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR
MAKING AN INVESTMENT IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS

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PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF
ALL RELEVANT INFORMATION IN THE DRAFT RED HERRING PROSPECTUS, THE BOOK
RUNNING LEAD MANAGERS AND ARE EXPECTED TO EXERCISE DUE DILIGENCE TO
ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN
THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGERS,
JM FINANCIAL CONSULTANTS PRIVATE LIMITED, ENAM SECURITIES PRIVATE
LIMITED, KOTAK MAHINDRA CAPITAL COMPANY LIMITED, ICICI SECURITIES
LIMITED AND EDELWEISS CAPITAL LIMITED HAVE FURNISHED TO SEBI, A DUE
DILIGENCE CERTIFICATE DATED FEBRUARY 21, 2008 IN ACCORDANCE WITH THE SEBI
(MERCHANT BANKERS) REGULATIONS, 1992 WHICH READS AS FOLLOWS:

I. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO

LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES
WITH COLLABORATORS ETC. AND OTHER MATERIALS MORE PARTICULARLY
REFERRED TO IN THE ANNEXURE HERETO IN CONNECTION WITH THE
FINALISATION OF THE DRAFT PROSPECTUS PERTAINING TO THE SAID ISSUE;

II. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE
COMPANY, ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES,
INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE
OBJECTS OF THE ISSUE, PROJECTED PROFITABILITY, PRICE JUSTIFICATION
AND THE CONTENTS OF THE DOCUMENTS MENTIONED IN THE ANNEXURE
AND OTHER PAPERS FURNISHED BY THE COMPANY, WE CONFIRM THAT:

(A) THE DRAFT PROSPECTUS FORWARDED TO THE BOARD IS IN CONFORMITY

WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE;

(B) ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID ISSUE AS ALSO
THE GUIDELINES, INSTRUCTIONS, ETC. ISSUED BY THE BOARD, THE
GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF
HAVE BEEN DULY COMPLIED WITH; AND

(C) THE DISCLOSURES MADE IN THE DRAFT PROSPECTUS ARE TRUE, FAIR AND
ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL-INFORMED
DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE (AND SUCH
DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF THE
COMPANIES ACT, 1956, THE SEBI (DISCLOSURE AND INVESTOR PROTECTION)
GUIDELINES, 2000 AND OTHER APPLICABLE LEGAL REQUIREMENTS).

III. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED

IN THE DRAFT RED HERRING PROSPECTUS ARE REGISTERED WITH THE
BOARD AND THAT TILL DATE SUCH REGISTRATION IS VALID.

IV. WE HAVE SATISFIED OURSELVES ABOUT THE WORTH OF THE UNDERWRITERS

TO FULFIL THEIR UNDERWRITING COMMITMENTS.

V. WE CERTIFY THAT WRITTEN CONSENT FROM SHAREHOLDERS HAS BEEN

OBTAINED FOR INCLUSION OF THEIR SECURITIES AS PART OF PROMOTERS’
CONTRIBUTION SUBJECT TO LOCK-IN AND THE SECURITIES PROPOSED TO
FORM PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN, WILL
NOT BE DISPOSED / SOLD / TRANSFERRED BY THE PROMOTERS DURING THE
PERIOD STARTING FROM THE DATE OF FILING THE DRAFT RED HERRING
PROSPECTUS WITH THE BOARD TILL THE DATE OF COMMENCEMENT OF
LOCK-IN PERIOD AS STATED IN THE DRAFT RED HERRING PROSPECTUS.

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VI. WE CERTIFY THAT CLAUSE 4.6 OF THE SEBI (DISCLOSURE AND INVESTOR
PROTECTION) GUIDELINES, 2000, WHICH RELATES TO SECURITIES INELIGIBLE
FOR COMPUTATION OF PROMOTERS CONTRIBUTION, HAS BEEN DULY
COMPLIED WITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE WITH
THE CLAUSE HAVE BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS
VII. WE UNDERTAKE THAT CLAUSES 4.9.1, 4.9.2, 4.9.3 AND 4.9.4 OF THE SEBI
(DISCLOSURE AND INVESTOR PROTECTION) GUIDELINES, 2000 SHALL BE
COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO
ENSURE THAT PROMOTERS’ CONTRIBUTION AND SUBSCRIPTION FROM ALL
FIRM ALLOTTEES WOULD BE RECEIVED AT LEAST ONE DAY BEFORE THE
OPENING OF THE ISSUE. WE UNDERTAKE THAT AUDITORS’ CERTIFICATE TO
THIS EFFECT SHALL BE DULY SUBMITTED TO THE BOARD. WE FURTHER
CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT
PROMOTERS’ CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT WITH
A SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE
COMPANY ALONG WITH THE PROCEEDS OF THE PUBLIC ISSUE.

VIII. WHERE THE REQUIREMENTS OF PROMOTERS’ CONTRIBUTION IS NOT

APPLICABLE TO THE ISSUER, WE CERTIFY THE REQUIREMENTS OF
PROMOTERS’ CONTRIBUTION UNDER CLAUSE 4.10 {SUB-CLAUSE (A), (B) OR (C),
AS MAY BE APPLICABLE} ARE NOT APPLICABLE TO THE ISSUER – NOT
APPLICABLE.

IX. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE ISSUER FOR WHICH
THE FUNDS ARE BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE
‘MAIN OBJECTS’ LISTED IN THE OBJECT CLAUSE OF THE MEMORANDUM OF
ASSOCIATION OR OTHER CHARTER OF THE ISSUER AND THAT THE
ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID IN
TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION.

X. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO

ENSURE THAT THE MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN
A SEPARATE BANK ACCOUNT AS PER THE PROVISIONS OF SECTION 73(3) OF
THE COMPANIES ACT, 1956 AND THAT SUCH MONEYS SHALL BE RELEASED BY
THE SAID BANK ONLY AFTER PERMISSION IS OBTAINED FROM ALL THE
STOCK EXCHANGES MENTIONED IN THE PROSPECTUS/LETTER OF OFFER. WE
FURTHER CONFIRM THAT THE AGREEMENT ENTERED INTO BETWEEN THE
BANKERS TO THE ISSUE AND THE ISSUER SPECIFICALLY CONTAINS THIS
CONDITION - NOTED FOR COMPLIANCE.

XI. WE CERTIFY THAT NO PAYMENT IN THE NATURE OF DISCOUNT, COMMISSION,

ALLOWANCE OR OTHERWISE SHALL BE MADE BY THE ISSUER OR THE
PROMOTERS, DIRECTLY OR INDIRECTLY, TO ANY PERSON WHO RECEIVES
SECURITIES BY WAY OF FIRM ALLOTMENT IN THE ISSUE – NOT APPLICABLE.

XII. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE PROSPECTUS THAT
THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE SHARES IN DEMAT
OR PHYSICAL MODE – NOT APPLICABLE AS THE ISSUE SIZE IS MORE THAN RS.
10 CRORES, HENCE UNDER SECTION 68B OF THE COMPANIES ACT, 1956, THE
EQUITY SHARES ARE TO BE ISSUED IN DEMAT MODE ONLY.

XIII. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE
DRAFT PROSPECTUS/LETTER OF OFFER:
(A) AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME
THERE SHALL BE ONLY ONE DENOMINATION FOR THE SHARES OF THE
COMPANY AND

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 (B) AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH
SUCH DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE
BOARD FROM TIME TO TIME.

All legal requirements pertaining to the Issue will be complied with at the time of filing of the Red Herring
Prospectus with the RoC in terms of section 60B of the Companies Act. All legal requirements pertaining
to the issue will be complied with at the time of registration of the Prospectus with the RoC in terms of
section 56, section 60 and section 60B of the Companies Act.

The filing of the Draft Red Herring Prospectus does not, however, absolve the Company from any
liabilities under section 63 and section 68 of the Companies Act or from the requirement of obtaining such
statutory and other clearances as may be required for the purpose of the proposed Issue. SEBI further
reserves the right to take up at any point of time, with the BRLMs and CBRLMs, any irregularities or
lapses in the Draft Red Herring Prospectus.

Disclaimer from the Company, the BRLMs and the CBRLMs

Investors that bid in the Issue will be required to confirm and will be deemed to have represented to the
Company, and the Underwriters and their respective directors, officers, agents, affiliates and
representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals
to acquire Equity Shares of the Company and will not offer, sell, pledge or transfer the Equity Shares of the
Company to any person who is not eligible under applicable laws, rules,

The Company, the Directors, the BRLMs/ CBRLMs accept no responsibility for statements made otherwise
than in this Draft Red Herring Prospectus or in the advertisements or any other material issued by or at
instance of the above mentioned entities and anyone placing reliance on any other source of information,
would be doing so at his or her own risk.

The BRLMs/ CBRLMs accept no responsibility, save to the limited extent as provided in the Memorandum
of Understanding entered into among the BRLMs, CBRLMs and the Company dated February 20, 2008
and the Underwriting Agreement to be entered into among the Underwriters and the Company.

All information shall be made available by the Company, the BRLMs and the CBRLMs, to the public and
investors at large and no selective or additional information would be available for a section of the
investors in any manner whatsoever including at road show presentations, in research or sales reports or at
bidding centres etc.

Neither the Company nor the Syndicate is liable to the Bidders for any failure in downloading the Bids due
to faults in any software/ hardware system or otherwise.

Disclaimer in Respect of Jurisdiction

This Issue is being made in India to persons resident in India (including Indian nationals resident in India
who are majors, HUFs, companies, corporate bodies and societies registered under the applicable laws in
India) and authorised to invest in shares, Mutual Funds, Indian financial institutions, commercial banks,
regional rural banks, co-operative banks (subject to RBI permission), or trusts under the applicable trust
law and who are authorised under their constitution to hold and invest in shares, permitted insurance
companies and pension funds and to permitted Non-Residents including Eligible NRIs, FIIs and eligible
foreign investors. This Draft Red Herring Prospectus does not, however, constitute an invitation to
subscribe to Equity Shares offered hereby in any other jurisdiction to any person to whom it is unlawful to
make an offer or invitation in such jurisdiction. Any person into whose possession this Draft Red Herring
Prospectus comes is required to inform himself or herself about and to observe, any such restrictions. Any
dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s) in Mumbai only.

No action has been or will be taken to permit a public offering in any jurisdiction where action would be

228
required for that purpose, except that the Draft Red Herring Prospectus hasbeen filed with SEBI for
observations. Accordingly, the Equity Shares, represented thereby may not be offered or sold, directly or
indirectly, and this Draft Red Herring Prospectus may not be distributed, in any jurisdiction, except in
accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Draft
Red Herring Prospectus nor any sale hereunder shall, under any circumstances, create any implication that
there has been no change in the Company’s affairs from the date hereof or that the information contained
herein is correct as of any time subsequent to this date.

The Equity Shares have not been and will not be registered under the U.S. Securities Act 1933, as
amended (the “Securities Act”) or any state securities laws in the United States and may not be
offered or sold within the United States or to, or for the account or benefit of, “U.S. persons” (as
defined in Regulation S of the Securities Act), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.

Disclaimer clause of the BSE

As required, a copy of the Draft Red Herring Prospectus has been submitted to the BSE. BSE has given
vide its letter dated [●], permission to us to use BSE’s name in the Draft Red Herring Prospectus as one of
the stock exchanges on which our securities are proposed to be listed. BSE has scrutinised the Draft Red
Herring Prospectus for its limited internal purpose of deciding on the matter of granting the aforesaid
permission to us. BSE does not in any manner:

• Warrant, certify or endorse the correctness or completeness of any of the contents of the Draft Red
Herring Prospectus; or
• Warrant that this Company’s securities will be listed or will continue to be listed on BSE; or
• Take any responsibility for the financial or other soundness of this Company, its promoters, its
management or any scheme or project of this Company;

and it should not for any reason be deemed or construed to mean that the Draft Red Herring Prospectus has
been cleared or approved by BSE. Every Person who desires to apply for or otherwise acquires any
securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall
not have any claim against BSE whatsoever by reason of any loss which may be suffered by such Person
consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or
omitted to be stated herein or for any other reason whatsoever.

Disclaimer clause of the NSE

As required, a copy of the Draft Red Herring Prospectus has been submitted to NSE. NSE has given in its
letter no. [●]dated [●], , permission to us to use NSE’s name in the Red Herring Prospectus as one of the
stock exchanges on which our securities are proposed to be listed, The NSE has scrutinised the Draft Red
Herring Prospectus for its limited internal purpose of deciding on the matter of granting the aforesaid
permission to us. It is to be distinctly understood that the aforesaid permission given by NSE should not in
any way be deemed or construed to mean that the Draft Red Herring Prospectus has been cleared or
approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of
any of the contents of the Draft Red Herring Prospectus; nor does it warrant that our securities will be listed
or will continue to be listed on the NSE; nor does it take any responsibility for the financial or other
soundness of the Company, its promoters, its management or any scheme or project of this Company.

Every Person who desires to apply for or otherwise acquires any of our securities may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against NSE whatsoever by
reason of any loss which may be suffered by such Person consequent to or in connection with such
subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other
reason whatsoever.

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Filing

A copy of this Draft Red Herring Prospectus has been filed with SEBI at SEBI Bhavan, G Block, 3rd Floor,
Bandra Kurla Complex, Bandra (E), Mumbai 400 051.

A copy of the Red Herring Prospectus, along with the documents required to be filed under Section 60B of
the Companies Act, will be delivered for registration to the RoC and a copy of the Prospectus required to
be filed under Section 60 of the Companies Act will be delivered for registration with RoC situated at
Chennai.

Listing

Applications have been made to the BSE and the NSE for permission for listing of the Equity Shares being
issued through this Draft Red Herring Prospectus.

If the permission to deal in and for an official quotation of the Equity Shares is not granted by any of the
Stock Exchanges, the Company shall forthwith repay, without interest, all moneys received from the
applicants in pursuance of this Draft Red Herring Prospectus. If such money is not repaid within eight days
after the Company becomes liable to repay it (i.e. from the date of refusal or within 15 days from the date
of Bid/ Issue Closing Date, whichever is earlier), then the Company shall, on and from expiry of 8 days, be
liable to repay the money, with interest at the rate of 15% per annum on application money, as prescribed
under Section 73 of the Companies Act.

The Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at both the Stock Exchanges mentioned above are taken within seven working
days of finalisation of the basis of allotment for the Issue.

Impersonation

Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68A of the
Companies Act, which is reproduced below:

“Any person who:

(a) Makes in a fictitious name, an application to a company for acquiring or subscribing for,
any shares therein, or

(b) Otherwise induces a company to allot, or register any transfer of shares, therein to him, or
any other person in a fictitious name shall be punishable with imprisonment for a term
which may extend to five years.”

Consents

Consents in writing of: (a) the Directors, the Company Secretary and Compliance Officer, the auditors, the
legal advisors, the Bankers to the Company, the Bankers to the Issue, the Monitoring Agency; and (b) the
BRLMs, CBRLMs, the Advisor to the Issue, the Syndicate Members, the Escrow Collection Banks, IPO
Grading Agency and the Registrar to the Issue to act in their respective capacities, have been obtained and
would be filed along with a copy of the Red Herring Prospectus with the RoC as required under Sections 60
and 60B of the Companies Act and such consents will not be withdrawn up to the time of delivery of the
Red Herring Prospectus for registration with the RoC.

In accordance with the Companies Act, 1956 and the Securities and Exchange Board of India (Disclosure
and Investor Protection) Guidelines 2000, Deloitte Haskins & Sells, Chartered Accountants, the Company’s
Auditors have given their written consent to the inclusion of their report in the form and context in which it
appears in the Draft Red Herring Prospectus and such consent and report has not been withdrawn up to the
time of delivery of the Draft Red Herring Prospectus for registration with the RoC.

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Expert Opinion

We have not obtained any expert opinions, except for the opinion of the IPO Grading Agency.

Issue Related Expenses

The expenses of this Issue include, among others, underwriting and management fees, selling commission,
printing and distribution expenses, legal fees, statutory advertisement expenses and listing fees. The
estimated expenses of the Issue are as Rs. [•] crore.

Fees Payable to the BRLMs, CBRLMs and Syndicate Members

The total fees payable to the BRLMs, CBRLMs and the Syndicate Member (including underwriting
commission and selling commission) will be as stated in their respective engagement letters, copies of
which are available for inspection at the registered office of the Company.

Fees Payable to the Registrar to the Issue

The fees payable to the Registrar to the Issue for processing of application, data entry, printing of CAN/
refund order, preparation of refund data on magnetic tape, printing of bulk mailing register will be as per
the Memorandum of Understanding signed between the Company and the Registrar, a copy of which is
available for inspection at the registered office of the Company.

The Registrar to the Issue will be reimbursed for all out-of-pocket expenses including cost of stationery,
postage, stamp duty and communication expenses. Adequate funds will be provided to the Registrar to the
Issue to enable it to send refund orders or allotment advice by registered post/ speed post/ under certificate
of posting.

Particulars regarding Public or Rights Issues during the Last Five Years

We have not made any public or rights issues during the last five years.

Issues otherwise than for Cash

The Company has not issued any Equity Shares for consideration otherwise than for cash.

Commission and Brokerage paid on Previous Issues of the Equity Shares

Other than the proposed Pre-IPO Placement, since this is the initial public issue of the Company’s Equity
Shares, no sum has been paid or has been payable as commission or brokerage for subscribing to or
procuring or agreeing to procure subscription for any of the Equity Shares since the Company’s inception.

Companies under the Same Management

There is no other company under the same management within the meaning of erstwhile Section 370 (1B)
of the Companies Act, other than the subsidiaries, joint ventures, associates, Promoters and Promoter group
companies, details of which companies are provided in the sections titled “History and Certain Corporate
Matters” and “Our Promoters” beginning on pages [●] and [●], respectively of this Draft Red Herring
Prospectus.

Promise vs. Performance – Last Issue of Group Companies

PRIL made an initial public offer of its equity shares during the fiscal 1993. The company issued 2,550,500
equity shares of Rs. 10 each for cash at a price of Rs. 10 per equity share. The proceeds of the issue were
applied for the objects of the issue as disclosed in the prospectus for the issue, i.e. setting up of new stores/

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retail outlets, upgrading/ modernisation of the existing stores, Expansion/ upgradation of warehouses and
information technology/ supply chain infrastructure and setting up of new offices and training centres.

The details of promise versus performance are as follows:

Promise Performance
Opening up of retail To open 7 retail stores • 2 retail stores were opened within
stores the time frame promised in the
prospectus
• Five additional retail stores were
opened with a delay of 9 months
Estimated turnover Rs. 1,160 lacs Rs. 480.8 lacs
of 1992-1993
Future prospects Expected to generate adequate profits No dividend declared in 1992-1993
and declare dividends from 1992-1993
onwards

PRIL had made a rights issue of equity shares having a face value of Rs. 10 each that took place in
December, 2005. A total of 4,481,180 equity shares were issued as part of the rights issue and the issue
price was Rs. 500 per equity share. The proceeds of the issue were applied for the objects of the issue as
disclosed in the offer document; i.e. setting up of new stores/ retail outlets, upgrading/ modernisation of the
existing stores, expansion/ upgradation of warehouses and information technology/ supply chain
infrastructure; setting up of new offices, training centre and other strategic investments. There were no
deviations from the objects on which the issue proceeds were utilized.

PRIL has also made a Qualified Institutional Placement in December 2006 of 6,265,060 equity shares of
Rs. 2 each at a price of Rs. 415 per equity share, including a premium of Rs.413 per equity share,
aggregating Rs. 260 crore. No promise was made in the Qualified Institutional Placement.

Two of Promoter Group companies namely Galaxy Entertainment Corporation Limited and Softbpo Global
Services Limited had made an IPO in the past, the details of which are not available.

The equity shares of FCH were listed on the BSE and NSE on February 1, 2008, pursuant to its IPO, at an
issue price of Rs. 765.

Outstanding Debentures or Bonds

The Company does not have any outstanding debentures or bonds.

Outstanding Preference Shares

The Company does not have any outstanding preference shares.

Stock Market Data of our Equity Shares

This being an initial public issue of the Company, the Equity Shares are not listed on any stock exchange.

Purchase of Property

There is no property which has been purchased or acquired or is proposed to be purchased or acquired
which is to be paid for wholly or partly from the proceeds of the present Issue or the purchase or
acquisition of which has not been completed on the date of this Draft Red Herring Prospectus, other than
property, in respect of which:

• The contract for the purchase or acquisition was entered into in the ordinary course of business,
nor was the contract entered into in contemplation of the Issue, nor is the issue contemplated in
consequence of the contract; or

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• The amount of the purchase money is not material.

Except as stated in this Draft Red Herring Prospectus, the Company has not purchased any property in
which any of its Promoter and/ or Directors have any direct or indirect interest in any payment made
thereunder.

Mechanism for Redressal of Investor Grievances

The Memorandum of Understanding between the Registrar to the Issue, and the Company will provide for
retention of records with the Registrar to the Issue for a period of at least one year from the last date of
dispatch of letters of allotment, demat credit, refund orders to enable the investors to approach the Registrar
to the Issue for redressal of their grievances.

All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such
as name, address of the applicant, application number, number of shares applied for, amount paid on
application, Depository Participant, and the bank branch or collection centre where the application was
submitted.

Disposal of Investor Grievances by the Company

The Company estimates that the average time required by the Company or the Registrar to the Issue for the
redressal of routine investor grievances shall be ten working days from the date of receipt of the complaint.
In case of non-routine complaints and complaints where external agencies are involved, the Company will
seek to redress these complaints as expeditiously as possible.

The Company has appointed Mr. Gurmeet Singh Mission, Assistant Company Secretary, as the
Compliance Officer and he may be contacted in case of any pre-Issue or post-Issue-related problems. He
can be contacted at the following address:

FCH House
Peninsula Corporate Park
Ganpatrao Kadam Marg
Lower Parel
Mumbai 400013
India.
Tel: (91 22) 4043 6000
Fax: (91 22) 4043 6068
E-mail: investor.care@futureventures.in

Changes in Auditors

The following are the changes in the auditors of the Company in the last three years:

Name of the Date of Board of Date of Reason

Auditor Director’s approval Shareholder’s
approval
M/s. Venkatesh and August 9, 1996 Not applicable Resigned
Balakrishnan
Mr. S Jaya Jaya August 29, 1997 September 24, 1997 Resigned
Raman
Deloitte Haskins and June 22, 2007 July 12, 2007 Appointment
Sells

Capitalisation of Reserves or Profits

Except as disclosed in this Draft Red Herring Prospectus, we have not capitalised our reserves or profits at

233
any time during the last five years.

Revaluation of Assets

We have not undertaken any revaluation of assets at any time during the last five years.

234
 TERMS OF THE ISSUE

The Equity Shares being issued are subject to the provisions of the Companies Act, our Memorandum and
Articles of Association, the terms of this Draft Red Herring Prospectus, the Red Herring Prospectus, the
Prospectus, Bid cum Application Form, the Revision Form, the CAN and other terms and conditions as
may be incorporated in the allotment advices and other documents/ certificates that may be executed in
respect of the Issue. The Equity Shares shall also be subject to laws, as applicable, guidelines, notifications
and regulations relating to the issue of capital and listing and trading of securities issued from time to time
by SEBI, the Government of India, Stock Exchanges, the ROC, the RBI and/ or other authorities, as in
force on the date of the Issue and to the extent applicable.

Authority for the Issue

The Board has, pursuant to resolution passed at its meeting held on January 28, 2008, authorised the Issue
subject to the approval by the shareholders of the Company under Section 81(1A) of the Companies Act.

The shareholders have authorised the Issue by a special resolution in accordance with Section 81(1A) of the
Companies Act, passed at the Annual General Meeting of the Company held on February 5, 2008.

Ranking of Equity Shares

The Equity Shares being issued shall be subject to the provisions of our Memorandum and Articles and
shall rank pari-passu inter se in all respects including rights in respect of dividend in accordance with the
Companies Act. The Allottees under this Issue will be entitled to dividends or any other corporate benefits
in accordance with the Companies Act, if any, declared by the Company after the date of Allotment.

Mode of Payment of Dividend

We shall pay dividends to our shareholders as per the provisions of the Companies Act.

Compliance with SEBI Guidelines

We shall comply with all disclosure and accounting norms as specified by SEBI from time to time.

Rights of the Equity Shareholder

Subject to applicable laws, the equity shareholders shall have the following rights in accordance with
Companies Act, the Memorandum and Articles of Association of the Company and the Listing Agreement:

• Right to receive dividend, if declared;

• Right to attend general meetings and exercise voting powers, unless prohibited by law;
• Right to vote on a poll either in person or by proxy;
• Right to receive offers for rights shares and be allotted bonus shares, if announced;
• Right to receive surplus on liquidation;
• Right of free transferability; and
• Such other rights, as may be available to a shareholder of a listed public company under the
Companies Act, the terms of the listing agreement executed with the Stock Exchanges, and our
Company’s Memorandum and Articles.

For a detailed description of the main provisions of our Articles relating to voting rights, dividend,
forfeiture and lien, transfer and transmission and/ or consolidation/ splitting, please refer to the section
titled “Main Provisions of Articles of Association” on page [●] of this Draft Red Herring Prospectus.

235
Market Lot and Trading Lot

In terms of Section 68B of the Companies Act, the Equity Shares shall be allotted only in dematerialised
form. As per the SEBI Guidelines, the trading of our Equity Shares shall only be in dematerialised form.
Since trading of our Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment
in this Issue will be only in electronic form in multiples of [●] Equity Shares subject to a minimum
Allotment of [●] Equity Shares.

Where two or more persons are registered as the holders of the Equity Shares, they shall be deemed to hold
the same as joint tenants with benefits of survivorship.

Jurisdiction

Exclusive jurisdiction for the purpose of this Issue is with the competent courts/ authorities in Mumbai,
India.

Nomination Facility to the Investor

In accordance with Section 109A of the Companies Act, the sole or first Bidder, along with other joint
Bidders, may nominate any one person in whom, in the event of the death of sole Bidder or in case of joint
Bidders, death of all the Bidders, as the case may be, the Equity Shares Allotted, if any, shall vest. A
person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall
in accordance with Section 109A of the Companies Act, be entitled to the same advantages to which he or
she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a
minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become
entitled to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand
rescinded upon a sale of equity share(s) by the person nominating. A buyer will be entitled to make a fresh
nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available
on request at the Registered Office of our Company or to the Registrar and transfer agents of our Company.

In accordance with Section 109B of the Companies Act, any Person who becomes a nominee by virtue of
the provisions of Section 109A of the Companies Act, shall upon the production of such evidence as may
be required by our Board, elect either:

a) to register himself or herself as the holder of the Equity Shares; or

b) to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, our Board may at any time give notice requiring any nominee to choose either to be registered
himself or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of
ninety days, our Board may thereafter withhold payment of all dividends, bonuses or other monies payable
in respect of the Equity Shares, until the requirements of the notice have been complied with.

Since the Allotment of Equity Shares in the Issue will be made only in dematerialised form, there is no
need to make a separate nomination with us. Nominations registered with respective depository participant
of the applicant would prevail. If the investors require changing the nomination, they are requested to
inform their respective depository participant.

Minimum Subscription

If our Company does not receive the minimum subscription of 90% of the Issue, including devolvement of
underwriters within 60 days from the Bid/ Issue Closing Date, our Company shall forthwith refund the
entire subscription amount received. If there is a delay beyond 8 days after our Company becomes liable to
pay the amount, our Company shall pay interest prescribed under Section 73 of the Companies Act.

If at least 50% of the Net Issue cannot be allotted to QIBs, the entire application money will be refunded.

236
Further in terms of Clause 2.2.2A of the SEBI Guidelines, we shall ensure that the number of allotees i.e.
persons to whom Equity Shares will be allotted shall not be less than 1,000.

The Equity Shares have not been and will not be registered under the US Securities Act of 1933 (the
“Securities Act”) or any state securities laws in the United States and may not be offered or sold
within the United States or to, or for the account or benefit of, “U.S. persons” (as defined in
Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in
any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Application in Issue

Equity Shares being issued through this Draft Red Herring Prospectus can be applied for in the
dematerialized form only.

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 ISSUE STRUCTURE

The present Issue of 3,736,156,300 Equity Shares of Rs. 10 each, at a price of Rs. [●] for cash aggregating
Rs. [●] crore is being made through the 100% Book Building Process. The present Issue of 3,736,156,300
Equity Shares comprises Net Issue to the public of 2,,660,750,000 Equity Shares aggregating Rs. [●] crore,
a reservation for Eligible Employees of up to 50,000,000 Equity Shares aggregating Rs. [●] crore, a
reservation for shareholders of Pantaloon Retail (India) Limited of up to 250,000,000 Equity Shares
aggregating Rs. [●] crore and a Promoter’s contribution in the Issue of upto 775,406,300 Equity Shares
aggregating Rs. [●] crore. The Issue will constitute 93.40% of the post issue paid up capital of the
Company and the Net Issue will constitute 66.52% of the post issue paid up capital of the Company.

Particulars QIBs Non- Retail Employee Reservation for

Institutional Individual Reservation Eligible
Bidders Bidders Shareholders of
Pantaloon Retail
(India) Limited
Number of At least Upto Upto Upto 50,000,000 Upto
Equity Shares* 1,330,375,000 399,112,500 931,262,500 Equity Shares. 250,000,000Equity
Equity Shares Equity Shares or Equity Shares or Shares.
Issue Size less Issue Size less
allocation to allocation to
QIB Bidders and QIB Bidders and
Retail Individual Non-
Bidders. Institutional
Bidders.
Percentage of At least 50% of Not less than Not less than Upto 1.33% of Upto 6.69% of the
Issue Size the Net Issue 15% of Net 35% of the Net the Issue. Issue.
available for Size being Issue or the Issue or the
allotment/ allocated. Issue less Issue less
allocation However, up to allocation to allocation to
5% of the QIB QIB Bidders and QIB Bidders and
Portion shall be Retail Individual Non-
available for Bidders. Institutional
allocation Bidders.
proportionately
to Mutual Funds
only.
Basis of Proportionate as Proportionate Proportionate Proportionate Proportionate
Allotment/ follows:
Allocation if (a) Equity Shares
respective shall be allocated
category is on a
oversubscribed proportionate
basis to Mutual
Funds in the
Mutual Funds
portion; and
(b) Equity Shares
shall be allotted
on a
proportionate
basis to all QIBs
including Mutual
Funds receiving
allocation as per

238
Particulars QIBs Non- Retail Employee Reservation for
Institutional Individual Reservation Eligible
Bidders Bidders Shareholders of
Pantaloon Retail
(India) Limited
(a) above.
Minimum Bid Such number of Such number of [•] Equity [●] Equity [●] Equity Shares and
Equity Shares Equity Shares Shares and in Shares and in in multiples of [●]
that the Bid that the Bid multiples of [●] multiples of [●] Equity Shares
Amount exceeds Amount exceeds Equity Shares. Equity Shares thereafter
Rs. 100,000 and Rs. 100,000 and thereafter
in multiples of in multiples of
[●] Equity [●] Equity
Shares. Shares.
Maximum Bid Such number of Such number of Such number of Such number of Such number of
Equity Shares not Equity Shares Equity Shares Equity Shares Equity Shares not
exceeding the not exceeding whereby the Bid not exceeding exceeding the Issue
Issue, subject to the Issue subject Amount does the Issue subject subject to applicable
applicable limits. to applicable not exceed Rs. to applicable limits.
limits. 100,000. limits.
Mode of Compulsorily in Compulsorily in Compulsorily in Compulsorily in Compulsorily in
Allotment dematerialised dematerialised dematerialised dematerialised dematerialised form.
form. form. form. form.
Bid Lot [●] Equity Shares [●] Equity [●] Equity [●] Equity [●] Equity Shares in
in multiples of Shares in Shares in Shares in multiples of [●]
[●] Equity Shares multiples of [●] multiples of [●] multiples of [●] Equity Shares
Equity Shares Equity Shares Equity Shares
Trading Lot One Equity Share One Equity One Equity One Equity One Equity Share
Share Share Share
Who can Apply Public financial NRIs, Resident Individuals Eligible Eligible Shareholders
** institutions as Indian (including Employees of Pantaloon Retail
specified in individuals, HUFs, NRIs) (India) Limited
Section 4A of the HUF (in the applying for
Companies Act, name of Karta), Equity Shares
FIIs registered companies, such that the Bid
with SEBI, corporate Amount does
scheduled bodies, scientific not exceed Rs.
commercial institutions 100,000 in
banks, mutual societies and value.
funds registered trusts.
with SEBI,
multilateral and
bilateral
development
financial
institutions,
venture capital
funds registered
with SEBI,
foreign venture
capital investors
registered with
SEBI, state
industrial

239
Particulars QIBs Non- Retail Employee Reservation for
Institutional Individual Reservation Eligible
Bidders Bidders Shareholders of
Pantaloon Retail
(India) Limited
development
corporations,
insurance
companies
registered with
Insurance
Regulatory and
Development
Authority,
provident funds
(subject to
applicable law)
with minimum
corpus of Rs. 25
crore and pension
funds with
minimum corpus
of Rs. 25 crore in
accordance with
applicable law.
Terms of QIB Margin Margin Amount Margin Amount Margin Amount Margin Amount shall
Payment Amount shall be shall be payable shall be payable shall be payable be payable at the time
payable at the at the time of at the time of at the time of of submission of Bid
time of submission of submission of submission of cum Application
submission of Bid cum Bid cum Bid cum Form to the Syndicate
Bid cum Application Application Application Member.
Application Form Form to the Form to the Form to the
to the Syndicate Syndicate Syndicate Syndicate
Member. *** Member. Member. Member.

Margin Amount At least 10% of Full Bid Full Bid Full Bid Full Amount on
Bid Amount Amount on Amount on Amount on bidding
bidding bidding bidding

* Subject to valid Bids being received at or above the Issue Price. At least 50% of the Net Issue shall be
available for allocation on a proportionate basis to QIB Bidders. 5% of the QIB Portion shall be available to
Mutual Funds. Mutual Funds participating in the 5% share in the QIB Portion will also be eligible for
allocation in the remaining QIB Portion. Further, not less than 15% of the Net Issue shall be available for
allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue shall
be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being
received at or above the Issue Price. If the aggregate demand by Mutual Funds is less than [●] Equity
Shares, the balance Equity Shares available for allocation in the Mutual Fund reservation will first be added
to the QIB Portion and be allocated proportionately to the QIB Bidders in proportion to their Bids.

Under-subscription, if any, in any category except in the QIB category would be met with spill-over from
other categories at our sole discretion, in consultation with the BRLMs/ CBRLMs. If a minimum allotment
of 50% of the Net Issue is not made to the QIBs, the entire subscription monies shall be refunded.

Undersubscription, if any, in the Reservation Portion would be included in the Net Issue and added back to
the Retail Portion. In case of undersubscription in the Retail Portion, spill over to the extent of

240
undersubscription shall be permitted from the Reservation Portion. After adjusting the Reservation
Portion and the Retail Portion as stated above, the spill over from the Reservation Portion will be adjusted
with the Net Issue.

** In case the Bid cum Application Form is submitted in joint names, the investors should ensure that the
demat account is also held in the same joint names and are in the same sequence in which they appear in
the Bid cum Application Form.

*** After the Bid/Issue Closing Date, depending on the level of subscription, additional Margin Amount, if
any, may be called for from the QIB Bidders.

Withdrawal of the Issue

Our Company, in consultation with the BRLMs/ CBRLMs, reserves the right not to proceed with the Issue
at anytime, including after the Bid/Issue Closing Date but before the Board meeting for Allotment, without
assigning any reason. Notwithstanding the foregoing, the Issue is also subject to obtaining the final listing
and trading approvals of the Stock Exchanges, which the Company shall apply for after Allotment.

Bidding/ Issue Programme

BID/ ISSUE OPENS ON [●]

BID/ ISSUE CLOSES ON [●]

Bids and any revision in Bids shall be accepted only between 10 a.m. and 3 p.m. (Indian Standard Time)
during the Bidding/ Issue Period as mentioned above at the bidding centres mentioned on the Bid cum
Application Form except that on the Bid / Issue Closing Date, the Bids shall be accepted only between 10
a.m. and 3 p.m. (Indian Standard Time) and uploaded until (i) 5.00 p.m. in case of Bids by QIB Bidders
and Non-Institutional Bidders where the Bid Amount is in excess of Rs. 100,000 and (ii) till such time as
permitted by the NSE and the BSE, in case of Bids by Retail Individual Bidders, where the Bid Amount is
up to Rs. 100,000. Due to limitation of time available for uploading the Bids on the Bid/ Issue Closing
Date, the Bidders are advised to submit their Bids one day prior to the Bid/ Issue Closing Date and, in any
case, no later than 1.00 p.m. (Indian Standard Time) on the Bid/ Issue Closing Date. Bidders are cautioned
that in the event a large number of Bids are received on the Bid/ Issue Closing Date, as is typically
experienced in public offerings, which may lead to some Bids not being uploaded due to lack of sufficient
time to upload, such Bids that cannot be uploaded will not be considered for allocation under the Issue.
Bids will only be accepted on working days, i.e., Monday to Friday (excluding any public holiday).

On the Bid/ Issue Closing Date, extension of time will be granted by the Stock Exchanges only for
uploading the Bids received by Retail Individual Bidders after taking into account the total number of Bids
received upto the closure of timings for acceptance of Bid-cum-Application Forms as stated herein and
reported by the BRLM/ CBRLM to the Stock Exchange within half an hour of such closure.

The Company reserves the right to revise the Price Band during the Bidding/ Issue Period in accordance
with SEBI Guidelines. The cap on the Price Band should not be more than 20% of the floor of the Price
Band. Subject to compliance with the immediately preceding sentence, the floor of the Price Band can
move up or down to the extent of 20% of the floor of the Price Band disclosed in the Draft Red Herring
Prospectus.

In case of revision in the Price Band, the Issue Period will be extended for three additional working
days after revision of Price Band subject to the Bidding / Issue Period not exceeding 10 days. Any
revision in the Price Band and the revised Bidding / Issue Period, if applicable, will be widely
disseminated by notification to the BSE and the NSE, by issuing a press release, and also by
indicating the change on the web sites of the BRLMs/ CBRLMs, and at the terminals of the
Syndicate.

241
 ISSUE PROCEDURE

Book Building Procedure

The Issue is being made through the 100% Book Building Process whereby at least 50% of the Net Issue
shall be available for allocation on a proportionate basis to QIBs, out of which 5% shall be available for
allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allotment on
a proportionate basis to QIBs and Mutual Funds, subject to valid Bids being received from them at or above
the Issue Price. Not less than 15% of the Net Issue shall be available for allocation on a proportionate basis
to Non-Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation on a
proportionate basis to Retail Individual Bidders, subject to valid bids being received at or above the Issue
Price. Further, 50,000,000 Equity Shares shall be are available for allocation to the Eligible Employees,
subject to valid Bids being received at or above the Issue Price and up to 250,000,000 Equity Shares shall
be available for allocation to the Eligible Shareholders of PRIL, subject to valid Bids being received at or
above the Issue Price.. The Company is considering a Pre-IPO placement with certain investors (“Pre-IPO
Placement”). The Pre-IPO placement is at the discretion of the Company. The Company will complete the
issuance, if any, of such Equity Shares prior to the filing of the Red Herring Prospectus with the RoC. If
the Pre-IPO Placement is completed, the Issue size offered to the public will be reduced to the extent of
such Pre-IPO Placement, subject to a minimum Net Issue size of 10% of the post Issue capital being
offered to the public. If, as a result of the Pre-IPO Placement, the Issue size is reduced to an extent such
that the Issue constitutes less than 25% of the post Issue paid-up capital of the Company, then in terms of
Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Issue would be made through the
100% Book Building Process where at least 60% of the Net Issue would be Allotted on a proportionate
basis to QIBs out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds
only. The remainder shall be available for allocation on a proportionate basis to QIBs and Mutual Funds,
subject to valid Bids being received from them at or above the Issue Price. Further, not less than 10% of the
Net Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less
than 30% of the Net Issue will be available for allocation on a proportionate basis to Retail Individual
Bidders, subject to valid Bids being received at or above the Issue Price.

Bidders are required to submit their Bids through the Syndicate. Further, QIB Bids can be submitted only
through Syndicate Members. QIB bids cannot be submitted through brokers/ sub-agents except for
Syndicate Members. In case of QIB Bidders, the Company in consultation with the BRLMs/ CBRLMs may
reject Bids at the time of acceptance of Bid cum Application Form provided that the reasons for rejecting
the same shall be provided to such Bidder in writing. In case of Non-Institutional Bidders and Retail
Individual Bidders, our Company will have a right to reject the Bids only on technical grounds.

Investors should note that allotment of Equity Shares to all successful Bidders will only be in the
dematerialised form. Bidders will not have the option of getting allotment of the Equity Shares in
physical form. The Equity Shares on allotment shall be traded only in the dematerialised segment of
the Stock Exchanges.

Bid cum Application Form

Bidders shall only use the specified Bid cum Application Form bearing the stamp of a member of the
Syndicate for the purpose of making a Bid in terms of this Draft Red Herring Prospectus. The Bidder shall
have the option to make a maximum of three Bids in the Bid cum Application Form and such options shall
not be considered as multiple Bids. Upon the allocation of Equity Shares, dispatch of the CAN, and filing
of the Prospectus with the ROC, the Bid cum Application Form shall be considered as the Application
Form. Upon completing and submitting the Bid cum Application Form to a member of the Syndicate, the
Bidder is deemed to have authorised our Company to make the necessary changes in the Red Herring
Prospectus and the Bid cum Application Form as would be required for filing the Prospectus with the ROC
and as would be required by ROC after such filing, without prior or subsequent notice of such changes to
the Bidder.

242
The prescribed colour of the Bid cum Application Form for various categories is as follows:

Colour of Bid cum

Category Application Form
Indian public, NRIs applying on a non repatriation basis White
Non-Residents, Eligible NRIs, FVCIs, FIIs etc applying on a repatriation
basis* Blue
Eligible Employees Red
Eligible Shareholders of PRIL [●]
*This is subject to receipt of approval from the FIPB. See “Government Approvals” on page [●] of this Draft Red Herring Prospectus

Who can Bid?

• Indian nationals resident in India who are majors, or in the names of their minor children as
natural/ legal guardian, in single or joint names (not more than three);
• Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should
specify that the Bid is being made in the name of the HUF in the Bid cum Application Form as
follows: “Name of Sole or First bidder: XYZ Hindu Undivided Family applying through XYZ,
where XYZ is the name of the Karta”. Bids by HUFs would be considered at par with those from
individuals;
• Companies and corporate bodies registered under the applicable laws in India and authorised to
invest in the equity shares;
• Mutual Funds;
• Indian Financial Institutions, commercial banks, regional rural banks, co-operative banks (subject
to RBI regulations and the SEBI Guidelines and regulations, as applicable;
• Venture Capital Funds registered with SEBI;
• Foreign Venture Capital Investors registered with SEBI*;
• State Industrial Development Corporations;
• Trusts/ societies registered under the Societies Registration Act, 1860, as amended, or under any
other law relating to Trusts/ societies and who are authorised under their constitution to hold and
invest in equity shares;
• Eligible NRIs on a repatriation basis or a non-repatriation basis subject to applicable laws*;
• FII registered with SEBI, on a repatriation basis*;
• Scientific and/ or Industrial Research Organisations authorised to invest in equity shares;
• Insurance Companies registered with Insurance Regulatory and Development Authority, India;
• As permitted by the applicable laws, Provident Funds with minimum corpus of Rs. 25 crore and
who are authorised under their constitution to hold and invest in equity shares;
• Pension Funds with minimum corpus of Rs. 25 crore and who are authorised under their
constitution to hold and invest in equity shares;
• Eligible Employees;
• Eligible Shareholders of PRIL; and
• Multilateral and Bilateral Development Financial Institutions.*

* This is subject to receipt of approval from the FIPB. See “Government Approvals” on page [●] of this Draft Red
Herring Prospectus

As per existing RBI regulations, OCBs are prohibited from investing in this Issue.

Note: The BRLMs, CBRLMs and Syndicate Member shall not be entitled to participate to this Issue in any
manner except towards fulfilling their underwriting obligations. However, associates and affiliates of the
BRLMs, CBRLMs and Syndicate Members may subscribe for Equity Shares in the Issue, including in the
QIB Portion and Non-Institutional Portion where the allocation is on a proportionate basis. Such bidding
and subscription may be on their own account or on behalf of their clients.

The information below is given for the benefit of the Bidders. The Company and the BRLMs/

243
CBRLMs are not liable for any amendments or modification or changes in applicable laws or
regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders are
advised to make their independent investigations and ensure that the number of Equity Shares Bid
for do not exceed the applicable limits under laws or regulations.

Bids by Mutual Funds

An eligible Bid by a Mutual Fund shall first be considered for allocation proportionately in the Mutual
Fund Portion. In the event that the demand is greater than 66,518,750 Equity Shares, allocation shall be
made to Mutual Funds proportionately, to the extent of the Mutual Fund Portion. The remaining demand by
the Mutual Funds shall, as part of the aggregate demand by QIBs, be available for allocation
proportionately out of the remainder of the QIB Portion, after excluding the allocation in the Mutual Fund
Portion.

As per the current regulations, the following restrictions are applicable for investments by mutual funds:

No mutual fund scheme shall invest more than 10% of its net asset value in the Equity Shares or equity
related instruments of any company provided that the limit of 10% shall not be applicable for investments
in index funds or sector or industry specific funds. No mutual fund under all its schemes should own more
than 10% of any company’s paid-up share capital carrying voting rights.

In case of a mutual fund, a separate Bid can be made in respect of each scheme of the mutual fund
registered with SEBI and such Bids in respect of more than one scheme of the mutual fund will not be
treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has
been made.

Bids by NRIs

1. Bid cum Application Forms have been made available for NRIs at our registered / corporate
office, members of the Syndicate of the Registrar to the Issue.

2. NRI applicants may please note that only such applications as are accompanied by payment in free
foreign exchange shall be considered for Allotment. The NRIs who intend to make payment
through Non-Resident Ordinary (NRO) accounts shall use the form meant for Resident Indians
(white form).

Bids by FIIs

As per the current regulations, the following restrictions are applicable for investments by FIIs:

The issue of Equity Shares to a single FII should not exceed 10% of our post-Issue issued capital Equity
Shares. In respect of an FII investing in the Equity Shares on behalf of its sub-accounts, the investment on
behalf of each sub-account shall not exceed 10% of our total issued capital or 5% of our total issued capital
in case such sub-account is a foreign corporate or an individual. Under the current foreign investment
policy applicable to us foreign equity participation is not permissible under the automatic route. As of now,
the aggregate FII holding in us cannot exceed 24% of our total issued capital. With the approval of the
Board and the shareholders by way of a special resolution, the aggregate FII holding can go up to the
sectoral cap as may be permitted by the FIPB. However, as on this date, no such resolution has been
recommended to the shareholders of the Company for adoption.

Bids by SEBI registered Venture Capital Funds and Foreign Venture Capital Investors

As per the current regulations, the following restrictions are applicable for SEBI registered Venture
Capital Funds and Foreign Venture Capital Investors:

244
The SEBI (Venture Capital) Regulations, 1996 and the SEBI (Foreign Venture Capital Investor)
Regulations, 2000 prescribe investment restrictions on venture capital funds and foreign venture capital
investors registered with SEBI. Accordingly, whilst the holding by any individual venture capital fund
registered with SEBI in one company should not exceed 25% of the corpus of the venture capital fund, a
Foreign Venture Capital Investor can invest its entire funds committed for investments into India in one
company. Further, Venture Capital Funds and Foreign Venture Capital Investors can invest only upto
33.33% of the investible funds by way of subscription to an initial public offer

Maximum and Minimum Bid Size in the Net Public Issue

(a) For Retail Individual Bidders: The Bid must be for a minimum of [●] Equity Shares and in
multiples of [●] Equity Share thereafter, so as to ensure that the Bid Price payable by the Bidder
does not exceed Rs. 100,000. In case of revision of Bids, the Retail Individual Bidders have to
ensure that the Bid Price does not exceed Rs. 100,000. In case the Bid Price is over Rs. 100,000
due to revision of the Bid or revision of the Price Band or on exercise of Cut-off option, the Bid
would be considered for allocation under the Non-Institutional Bidders portion. The Cut-off option
is an option given only to the Retail Individual Bidders indicating their agreement to Bid and
purchase at the final Issue Price as determined at the end of the Book Building Process.

(b) For Other Bidders (Non-Institutional Bidders and QIBs): The Bid must be for a minimum of
such number of Equity Shares such that the Bid Amount exceeds Rs. 100,000 and in multiples of
[●] Equity Shares thereafter. A Bid cannot be submitted for more than the Issue Size. However,
the maximum Bid by a QIB investor should not exceed the investment limits prescribed for them
by applicable laws. Under existing SEBI guidelines, a QIB Bidder cannot withdraw its Bid
after the Bid/ Issue Closing Date and is required to pay QIB Margin upon submission of Bid.

In case of revision in Bids, the Non-Institutional Bidders, who are individuals, have to ensure that
the Bid Amount is greater than Rs. 1,00,000 for being considered for allocation in the Non-
Institutional Portion. In case the Bid Amount reduces to Rs. 1,00,000 or less due to a revision in
Bids or revision of the Price Band, Bids by Non-Institutional Bidders who are eligible for
allocation in the Retail Portion would be considered for allocation under the Retail Portion. Non-
Institutional Bidders and QIBs are not allowed to Bid at ‘Cut-off’.

(c) Bidders are advised to ensure that any single Bid from them does not exceed the investment limits
or maximum number of Equity Shares that can be held by them under applicable law or regulation
or as specified in this Red Herring Prospectus.

The Bidder should note that the Bid Amount shall be computed on the Issue Price and not on the
amount payable on application.

Under the existing SEBI Guidelines, a QIB Bidder cannot withdraw its Bid after the Bid/ Issue
Closing Date and is required to pay the QIB Margin Amount upon submission of its Bid.

In case of revision in Bids, the Non-Institutional Bidders, who are individuals, have to ensure that the Bid
Amount is greater than Rs. 100,000 in order to be considered for allocation in the Non-Institutional Portion.
If the Bid Amount reduces to Rs. 100,000 or less due to a revision in Bids or revision of the Price Band,
Bids by Non-Institutional Bidders who are eligible for allocation in the Retail Portion would be considered
for allocation under the Retail Portion. Non-Institutional Bidders and QIBs are not allowed to Bid at the
Cut-off Price.

Bidders are advised to ensure that any single Bid from them does not exceed the investment limits or
maximum number of Equity Shares that can be held by them under applicable law or regulation or
as specified in this Draft Red Herring Prospectus.

Information for the Bidders:

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(a) The Company will file the Red Herring Prospectus with the RoC at least 3 (three) days before the
Bid/ Issue Opening Date.

(b) The Company, the BRLMs and the CBRLMs shall declare the Bid/ Issue Opening Date, Bid/
Issue Closing Date and Price Band at the time of filing the Red Herring Prospectus with RoC and
also publish the same in three widely circulated newspapers (one each in English, Hindi and
Tamil). This advertisement, subject to the provisions of Section 66 of the Companies Act shall be
in the format prescribed in Schedule XX–A of the SEBI DIP Guidelines, as amended vide SEBI
Circular No. SEBI/CFD/DIL/DIP/17/ 2005/11/11 dated November 11, 2005.

(c) The members of the Syndicate will circulate copies of the Red Herring Prospectus along with the
Bid cum Application Form to potential investors.

(d) Any investor (who is eligible to invest in our Equity Shares) who would like to obtain the Red
Herring Prospectus and/ or the Bid cum Application Form can obtain the same from our registered
office or from any of the members of the Syndicate and should approach any of the BRLMs/
CBRLMs or Syndicate Members or their authorised agent(s) to register their bids.

(e) The Members of the Syndicate shall accept Bids from the Bidders during the Issue Period in
accordance with the terms of the Syndicate Agreement.

(f) The Bids should be submitted on the prescribed Bid cum Application Form only. Bid cum
Application Forms should bear the stamp of the members of the Syndicate. Bid cum Application
Forms, which do not bear the stamp of the members of the Syndicate, will be rejected.

(g) The Bidding/ Issue Period shall be for a minimum of three working days and not exceeding seven
working days. In case the Price Band is revised, the revised Price Band and the Bidding/ Issue
Period will be published in three national newspapers (one each in English and Hindi) and one
regional newspaper and the Bidding/ Issue Period may be extended, if required, by an additional
three days, subject to the total Bidding/ Issue Period not exceeding 10 working days.

(i) The Company in consultation with the BRLMs/ CBRLMs reserve the right to revise the Price
Band, during the Bidding Period, in accordance with SEBI Guidelines. The higher end of the Price
Band should not be more than 20% of the lower end of the Price Band. Subject to compliance with
the immediately preceding sentence, the lower end of the Price Band can move up or down to the
extent of 20% of the lower end of the Price Band disclosed in the Red Herring Prospectus.

(j) In case of revision in the Price Band, the Bidding/ Issue Period will be extended for three
additional working days after revision of Price Band subject to a maximum of 10 working days.
Any revision in the Price Band and the revised Bidding/ Issue Period, if applicable, will be widely
disseminated by notification to BSE and NSE, by issuing a public notice in three widely circulated
newspapers (one each in English and Hindi) and one regional newspaper, and also by indicating
the change on the websites of the BRLMs/ CBRLMs and at the terminals of the Syndicate
Members.

(k) The Company, in consultation with the BRLMs/ CBRLMs, can finalise the Issue Price within the
Price Band in accordance with this clause, without the prior approval of, or intimation, to the
Bidders.

Method and Process of Bidding

(a) Each Bid cum Application Form will give the Bidder the choice to bid for up to three optional
prices (for details refer to the paragraph titled “Bids at Different Price Levels” on page [●] within
the Price Band and specify the demand (i.e., the number of Equity Shares Bid for) in each option.
The price and demand options submitted by the Bidder in the Bid cum Application Form will be

246
 treated as optional demands from the Bidder and will not be cumulated. After determination of the
Issue Price, the maximum number of Equity Shares Bid for by a Bidder at or above the Issue Price
will be considered for allocation/ Allotment and the rest of the Bid(s), irrespective of the Bid
Price, will become automatically invalid.

(b) The Bidder cannot bid on another Bid cum Application Form after Bids on one Bid cum
Application Form have been submitted to any member of the Syndicate. Submission of a second
Bid cum Application Form to either the same or to another member of the Syndicate will be
treated as multiple Bids and is liable to be rejected either before entering the Bid into the
electronic bidding system, or at any point of time prior to the allocation or Allotment of Equity
Shares in this Issue. However, the Bidder can revise the Bid through the Revision Form, the
procedure for which is detailed under the paragraph titled “Bids at Different Price Levels and
Revision of Bids” on page [●].

(c) The members of the Syndicate will enter each Bid option into the electronic bidding system as a
separate Bid and generate a Transaction Registration Slip, (“TRS”), for each price and demand
option and give the same to the Bidder. Therefore, a Bidder can receive up to three TRSs for each
Bid cum Application Form.

(d) During the Bidding/ Issue Period, Bidders may approach the members of the Syndicate to submit
their Bid. Every member of the Syndicate shall accept Bids from all clients/ investors who place
orders through them and shall have the right to vet the Bids, subject to the terms of the Syndicate
Agreement and the Red Herring Prospectus.

(e) Along with the Bid cum Application Form, all Bidders will make payment in the manner
described under the paragraph titled “Terms of Payment and Payment into the Escrow Accounts”
on page [●].

Bids at Different Price Levels and Revision of Bids

(a) The Bidder can bid at any price within the Price Band. The Bidder has to bid for the desired
number of Equity Shares at a specific price. Retail Individual Bidders applying for a maximum
Bid in any of the bidding options not exceeding Rs. 100,000 may bid at Cut-off Price. However,
bidding at Cut-off Price is prohibited for QIB, Non-Institutional Bidders and Retail Individual
Bidders who bid at the Cut-Off Price agree that they shall purchase the Equity Shares at any price
within the Price Band. Retail Individual Bidders bidding at Cut-Off Price shall deposit the Bid
Price based on the higher end of the Price Band in the Escrow Account. In the event the Bid Price
is higher than the subscription amount payable by the Retail Individual Bidders, who Bid at Cut
off Price (i.e., the total number of Equity Shares allocated in the Issue multiplied by the Issue
Price), the Retail Individual Bidders, who Bid at Cut off Price, shall receive the refund of the
excess amounts from the Escrow Account.

(b) In case of an upward revision in the Price Band announced as above, Retail Individual Bidders
who had bid at Cut-off Price could either (i) revise their Bid or (ii) make additional payment based
on the higher end of the Revised Price Band (such that the total amount i.e., original Bid Price plus
additional payment does not exceed Rs. 1,00,000, if such Bidder wants to continue to bid at Cut-
off Price), with the Syndicate Member to whom the original Bid was submitted. In case the total
amount (i.e., original Bid Price plus additional payment) exceeds Rs. 1,00,000 for Retail
Individual Bidders the Bid will be considered for allocation under the Non-Institutional Portion in
terms of this Draft Red Herring Prospectus. If, however, such Bidder does not either revise the Bid
or make additional payment and the Issue Price is higher than the higher end of the Price Band
prior to revision, the number of Equity Shares bid for shall be adjusted downwards for the purpose
of Allotment, such that the no additional payment would be required from such Bidder and such
Bidder is deemed to have approved such revised Bid at Cut-off Price.

(c) In case of a downward revision in the Price Band, announced as above, Retail Individual Bidders

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 who have bid at Cut-off Price could either revise their Bid or the excess amount paid at the time of
bidding would be refunded from the Escrow Account.

(d) In the event of any revision in the Price Band, whether upwards or downwards, the minimum
application size shall remain [●] Equity Shares irrespective of whether the Bid Price payable on
such minimum application is not in the range of [●] to Rs. [●].

(e) During the Bidding/ Issue Period, any Bidder who has registered his or her interest in the Equity
Shares at a particular price level is free to revise his or her Bid within the Price Band using the
printed Revision Form, which is a part of the Bid cum Application Form.

(f) Revisions can be made in both the desired number of Equity Shares and the Bid price by using the
Revision Form. Apart from mentioning the revised options in the revision form, the Bidder must
also mention the details of all the options in his or her Bid cum Application Form or earlier
Revision Form. For example, if a Bidder has Bid for three options in the Bid cum Application
Form and he is changing only one of the options in the Revision Form, he must still fill the details
of the other two options that are not being revised, in the Revision Form. The members of the
Syndicate will not accept incomplete or inaccurate Revision Forms.

(g) The Bidder can make this revision any number of times during the Bidding Period. However, for
any revision(s) in the Bid, the Bidders will have to use the services of the same member of the
Syndicate through whom he or she had placed the original Bid.

(h) Bidders are advised to retain copies of the blank Revision Form and the revised Bid must be made
only in such Revision Form or copies thereof.

(i) Any revision of the Bid shall be accompanied by payment in the form of cheque or demand draft
for the incremental amount, if any, to be paid on account of the upward revision of the Bid. The
excess amount, if any, resulting from downward revision of the Bid would be returned to the
Bidder at the time of refund in accordance with the terms of the Red Herring Prospectus. In case
of QIB Bidders, the members of the Syndicate shall collect the payment in the form of cheque or
demand draft for the incremental amount in the QIB Margin Amount, if any, to be paid on account
of the upward revision of the Bid at the time of one or more revisions by the QIB Bidders.

(j) When a Bidder revises his or her Bid, he or she shall surrender the earlier TRS and get a revised
TRS from the members of the Syndicate. It is the responsibility of the Bidder to request for
and obtain the revised TRS, which will act as proof of his or her having revised the previous
Bid.

Bids and revisions of Bids must be:

(a) Made only in the prescribed Bid cum Application Form or Revision Form, as applicable (White
colour for Resident Indians, Blue colour for NRIs and FIIs and applying on repatriation basis).

(b) Completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions
contained herein, in the Bid cum Application Form or in the Revision Form. Incomplete Bid cum
Application Forms or Revision Forms are liable to be rejected.

(c) For Retail Individual Bidders, the Bid must be for a minimum of [●] Equity Shares and in
multiples of [●] Equity Shares thereafter subject to a maximum Bid Amount of Rs. 100,000.

(d) For Non-Institutional Bidders and QIB Bidders, Bids must be for a minimum of such number of
Equity Shares that the Bid Price exceeds or equal to Rs. 100,000 and in multiples of [●] Equity
Shares thereafter. Bids cannot be made for more than the Issue Size. Bidders are advised to ensure
that a single Bid from them should not exceed the investment limits or maximum number of
shares that can be held by them under the applicable laws or regulations.

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(e) NRIs for a Bid Price of up to Rs. 100,000 would be considered under the Retail Portion for the
purposes of allocation and Bids for a Bid Price of more than Rs. 100,000 would be considered
under Non-Institutional Portion for the purposes of allocation; by other eligible Non Resident
Bidders for a minimum of such number of Equity Shares and in multiples of [●] Equity Shares
thereafter that the Bid Price exceeds Rs. 100,000.

(f) Bids by Non Residents, NRIs, FIIs and Foreign Venture Capital Funds registered with SEBI on a
repatriation basis shall be in the names of individuals, or in the names of FIIs but not in the names
of minors, OCBs, firms or partnerships, foreign nationals (excluding NRIs) or their nominees.

(g) In single name or in joint names (not more than three, and in the same order as their Depository
Participant details).

(h) Thumb impressions and signatures other than in the languages specified in the Eighth Schedule to
the Constitution of India must be attested by a Magistrate or a Notary Public or a Special
Executive Magistrate under official seal.

Electronic Registration of Bids

(a) The members of the Syndicate will register the Bids using the on-line facilities of BSE and NSE.
There will be at least one on-line connectivity in each city, where a stock exchange is located in
India and where Bids are being accepted.

(b) The BSE and NSE will offer a screen-based facility for registering Bids for the Issue. This facility
will be available on the terminals of the Members of the Syndicate and their authorised agents
during the Bidding/ Issue Period. Syndicate Members can also set up facilities for off-line
electronic registration of Bids subject to the condition that they will subsequently upload the off-
line data file into the on-line facilities for book building on a half hourly basis. On the Bid/ Issue
Closing Date, the members of the Syndicate shall upload the Bids till such time as may be
permitted by the Stock Exchanges. Bidders are cautioned that a high inflow of bids typically
experienced on the last day of bidding may lead to some Bids received on the last day not being
uploaded due to lack of sufficient uploading time, and such Bids that could not be uploaded may
not be considered for allocation.

(c) The aggregate demand and price for Bids registered on the electronic facilities of BSE and NSE
will be uploaded on a half hourly basis, consolidated and displayed on-line at all bidding centres
and the website of BSE and NSE. A graphical representation of consolidated demand and price
would be made available at the bidding centres during the Bidding Period.

(d) At the time of registering each Bid, the members of the Syndicate shall enter the following details
of the investor in the on-line system:

• Name of the bidder

• Investor Category – Individual, Corporate, NRI, FII, or Mutual Fund etc.
• Numbers of Equity Shares bid for.
• Bid price.
• Bid cum Application Form number.
• Whether Margin Amount, as applicable, has been paid upon submission of Bid cum
Application Form.
• Depository Participant Identification Number and Client Identification Number of the
beneficiary account of the Bidder.

(e) A system generated TRS will be given to the Bidder as a proof of the registration of each of the
bidding options. It is the Bidder’s responsibility to obtain the TRS from the members of the

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 Syndicate. The registration of the Bid by the member of the Syndicate does not guarantee that the
Equity Shares shall be allocated/ Allotment either by the members of the Syndicate or our
Company.

(f) Such TRS will be non-negotiable and by itself will not create any obligation of any kind.

(g) In case of QIB Bidders, members of the Syndicate also have the right to accept the bid or reject it.
However, such rejection should be made at the time of receiving the bid and only after assigning a
reason for such rejection in writing. In case on Non-Institutional Bidders and Retail Individual
Bidders who Bid, Bids would not be rejected except for grounds listed on page [●].

(h) The permission given by BSE and NSE to use their network and software of the Online IPO
system should not in any way be deemed or construed to mean that the compliance with various
statutory and other requirements by our Company and/ or the BRLMs/ CBRLMs are cleared or
approved by BSE and NSE; nor does it in any manner warrant, certify or endorse the correctness
or completeness of any of the compliance with the statutory and other requirements nor does it
take any responsibility for the financial or other soundness of the Company, our Promoter, our
management or any scheme or project of our Company.

(i) It is also to be distinctly understood that the approval given by BSE and NSE should not in any
way be deemed or construed that this Draft Red Herring Prospectus has been cleared or approved
by the BSE and NSE; nor does it in any manner warrant, certify or endorse the correctness or
completeness of any of the contents of this Draft Red Herring Prospectus; nor does it warrant that
the Equity Shares will be listed or will continue to be listed on the BSE and NSE.

(j) Only bids that are uploaded on the online IPO system of the NSE and BSE shall be considered for
allocation/ Allotment. In case of discrepancy of data between the BSE or the NSE and the
members of the Syndicate, the decision of the BRLMs/ CBRLMs based on the physical records of
Bid Application Forms shall be final and binding on all concerned.

GENERAL INSTRUCTIONS

Do’s:

(a) Check if you are eligible to apply;

(b) Read all the instructions carefully and complete the applicable Bid cum Application Form;

(c) Ensure that the details about Depository Participant and Beneficiary Account are correct as
Allotment of Equity Shares will be in the dematerialised form only;

(d) Ensure that the Bids are submitted at the bidding centres only on forms bearing the stamp of a
member of the Syndicate;

(e) Ensure that you have been given a TRS for all your Bid options;

(f) Submit revised Bids to the same member of the Syndicate through whom the original Bid was
placed and obtain a revised TRS;

(g) Each of the Bidders, should mention their Permanent Account Number (PAN) allotted under the
IT Act;

(h) Ensure that the Demographic Details (as defined hereinbelow) are updated, true and correct in all
respects;

(i) Ensure that the name(s) given in the Bid cum Application Form is exactly the same as the name(s)

250
 in which the beneficiary account is held with the Depository Participant. In case the Bid cum
Application Form is submitted in joint names, ensure that the beneficiary account is also held in
same joint names and such names are in the same sequence in which they appear in the Bid cum
Application Form.

Don’ts:

(a) Do not bid for lower than the minimum Bid size;

(b) Do not bid/ revise Bid price to less than the lower end of the Price Band or higher than the higher
end of the Price Band;

(c) Do not bid on another Bid cum Application Form after you have submitted a Bid to the members
of the Syndicate;

(d) Do not pay the Bid Price in cash, by money order or by postal order or by stockinvest;

(e) Do not send Bid cum Application Forms by post; instead submit the same to a member of the
Syndicate only;

(f) Do not bid at Cut Off Price (for QIB Bidders and Non-Institutional Bidders);

(g) Do not fill up the Bid cum Application Form such that the Equity Shares bid for exceeds the Issue
Size and/ or investment limit or maximum number of Equity Shares that can be held under the
applicable laws or regulations or maximum amount permissible under the applicable regulations;

(h) Do not submit the GIR number instead of the PAN as the Bid is liable to be rejected on this
ground.

Instructions for Completing the Bid cum Application Form

Bidders can obtain Bid cum Application Forms and/ or Revision Forms from the members of the Syndicate.

Bidder’s Depository Account and Bank Details

Bidders should note that on the basis of name of the Bidders, Depository Participant’s name,
Depository Participant-Identification number and Beneficiary Account Number provided by them in
the Bid cum Application Form, the Registrar to the Issue will obtain from the Depository the
demographic details including address, Bidders bank account details, MICR code and occupation
(hereinafter referred to as ‘Demographic Details’). These Bank Account details would be used for
giving refunds to the Bidders. Hence, Bidders are advised to immediately update their Bank Account
details as appearing on the records of the depository participant. Please note that failure to do so
could result in delays in dispatch/ credit of refunds to Bidders at the Bidders sole risk and neither the
BRLMs/ CBRLMs or the Registrar or the Escrow Collection Banks nor the Company shall have any
responsibility and undertake any liability for the same. Hence, Bidders should carefully fill in their
Depository Account details in the Bid cum Application Form.

IT IS MANDATORY FOR ALL THE BIDDERS TO GET THEIR EQUITY SHARES IN

DEMATERIALISED FORM. ALL BIDDERS SHOULD MENTION THEIR DEPOSITORY
PARTICIPANT’S NAME, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER AND
BENEFICIARY ACCOUNT NUMBER IN THE BID CUM APPLICATION FORM. INVESTORS
MUST ENSURE THAT THE NAME GIVEN IN THE BID CUM APPLICATION FORM IS
EXACTLY THE SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD.
IN CASE THE BID CUM APPLICATION FORM IS SUBMITTED IN JOINT NAMES, IT
SHOULD BE ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME
JOINT NAMES AND ARE IN THE SAME SEQUENCE IN WHICH THEY APPEAR IN THE BID

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CUM APPLICATION FORM.

These Demographic Details would be used for all correspondence with the Bidders including mailing of the
CANs/ Allocation Advice and printing of Bank particulars on the refund orders or for refunds through
electronic transfer of funds, as applicable. The Demographic Details given by Bidders in the Bid cum
Application Form would not be used for any other purpose by the Registrar to the Issue.

By signing the Bid cum Application Form, the Bidder would be deemed to have authorised the depositories
to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on its
records.

In case of Bidders receiving refunds through electronic transfer of funds, delivery of refund orders/
allocation advice/ CANs may get delayed if the same once sent to the address obtained from the
depositories are returned undelivered. In such an event, the address and other details given by the
Bidder in the Bid cum Application Form would be used only to ensure dispatch of refund orders.
Please note that any such delay shall be at the Bidders sole risk and neither the Company, the
Registrar, Escrow Collection Bank(s) nor the BRLMs/ CBRLMs shall be liable to compensate the
Bidder for any losses caused to the Bidder due to any such delay or liable to pay any interest for such
delay.

In case no corresponding record is available with the Depositories, which matches three parameters,
namely, names of the Bidders (including the order of names of joint holders), the Depository Participant’s
identity (DP ID) and the beneficiary’s identity, then such Bids are liable to be rejected.

The Company in its absolute discretion, reserves the right to permit the holder of the power of attorney to
request the Registrar that for the purpose of printing particulars on the refund order and mailing of the
refund order/ CANs/ allocation advice/ refunds through electronic transfer of funds, the Demographic
Details given on the Bid cum Application Form should be used (and not those obtained from the
Depository of the Bidder). In such cases, the Registrar shall use Demographic Details as given in the Bid
cum Application Form instead of those obtained from the depositories.

Refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and net of
bank charges and/ or commission. In case of Bidders who remit money through Indian Rupee drafts
purchased abroad, such payments in Indian Rupees will be converted into US Dollars or any other
freely convertible currency as may be permitted by the RBI at the rate of exchange prevailing at the
time of remittance and will be dispatched by registered post or if the Bidders so desire, will be
credited to their NRE accounts, details of which should be furnished in the space provided for this
purpose in the Bid cum Application Form. The Company will not be responsible for loss, if any,
incurred by the Bidder on account of conversion of foreign currency.

As per the RBI regulations, OCBs are not permitted to participate in the Issue.

There is no reservation for Non Residents, NRIs, FIIs and foreign venture capital funds and all Non
Residents, NRI, FII and foreign venture capital funds applicants will be treated on the same basis
with other categories for the purpose of allocation.

Bids under Power of Attorney

In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered
societies, a certified copy of the power of attorney or the relevant resolution or authority, as the case may
be, along with a certified copy of the Memorandum of Association and Articles of Association and/ or bye
laws must be lodged along with the Bid cum Application Form. Failing this, the Company reserves the
right to accept or reject any Bid in whole or in part, in either case, without assigning any reason therefor.

In case of Bids made pursuant to a power of attorney by FIIs, a certified copy of the power of attorney or
the relevant resolution or authority, as the case may be, along with a certified copy of their SEBI

252
registration certificate must be lodged along with the Bid cum Application Form. Failing this, the Company
reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any
reason therefor.

In case of Bids made pursuant to a power of attorney by Mutual Funds, a certified copy of the power of
attorney or the relevant resolution or authority, as the case may be, along with the certified copy of their
SEBI registration certificate must be lodged along with the Bid cum Application Form. Failing this, the
Company reserve the right to accept or reject any Bid in whole or in part, in either case, without assigning
any reason therefor.

In case of Bids made by insurance companies registered with the Insurance Regulatory and Development
Authority, a certified copy of certificate of registration issued by Insurance Regulatory and Development
Authority must be lodged along with the Bid cum Application Form. Failing this, the Company reserves the
right to accept or reject any Bid in whole or in part, in either case, without assigning any reason therefor.

In case of Bids made by provident funds with minimum corpus of Rs. 25 crore (subject to applicable law)
and pension funds with minimum corpus of Rs. 25 crore, a certified copy of certificate from a chartered
accountant certifying the corpus of the provident fund/ pension fund must be lodged along with the Bid
cum Application Form. Failing this, the Company reserves the right to accept or reject any Bid in whole or
in part, in either case, without assigning any reason thereof.

The Company in its absolute discretion, reserve the right to relax the above condition of simultaneous
lodging of the power of attorney along with the Bid cum Application form, subject to such terms and
conditions that the Company and the BRLMs/ CBRLMs may deem fit.

PAYMENT INSTRUCTIONS

Escrow Mechanism

The Company and the members of the Syndicate shall open Escrow Accounts with one or more Escrow
Collection Bank(s) for the collection of the Bid Amount payable upon submission of the Bid cum
Application Form and for amounts payable pursuant to allocation in the Issue.

The Escrow Collection Banks will act in terms of the Red Herring Prospectus and the Escrow Agreement.
The Escrow Collection Bank (s) for and on behalf of the Bidders shall maintain the monies in the Escrow
Account. The Escrow Collection Bank(s) shall not exercise any lien whatsoever over the monies deposited
therein and shall hold the monies therein in trust for the Bidders. On the Designated Date, the Escrow
Collection Bank(s) shall transfer the funds equivalent to the size of the Issue from the Escrow Account, as
per the terms of the Escrow Agreement, into the Public Issue Account with the Banker(s) to the Issue. The
balance amount after transfer to the Public Issue Account shall be held for the benefit of the Bidders who
are entitled to refunds. Payments of refund to the Bidders shall also be made from the Refund Account are
per the terms of the Escrow Agreement and the Draft Red Herring Prospectus.

The Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as
an arrangement between the Company, and the members of the Syndicate, the Escrow Collection Bank(s)
and the Registrar to the Issue to facilitate collections from the Bidders.

Each Bidder shall draw a cheque or demand draft for the amount payable on the Bid and/ or on allocation/
Allotment as per the following terms.

1. Each category of Bidders i.e., QIB Bidders, Non-Institutional Bidders, Retail Individual Bidders
and Bidders in the Reservation Portion, shall provide the applicable Margin Amount, with the
submission of the Bid cum Application Form draw a cheque or demand draft for the maximum
amount of his/ her Bid in favour of the Escrow Account of the Escrow Collection Bank(s) (for
details refer to the paragraph titled “Payment into Escrow Account” on page [●] below) and
submit the same to the member of the Syndicate to whom the Bid is being submitted. Bid cum

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 Application Forms accompanied by cash shall not be accepted. The Margin Amount payable by
each category of Bidders is mentioned under the section titled “Issue Structure” on page [●]. The
maximum Bid price has to be paid at the time of submission of the Bid cum Application Form
based on the highest bidding option of the Bidder.

2. Where the Margin Amount applicable to the Bidder is less than 100% of the Bid Price payable on
application, any difference between the amount payable by the Bidder for Equity Shares allocated/
allotted at the Issue Price and the Margin Amount paid at the time of Bidding, shall be payable by
the Bidder no later than the Pay-in-Date, which shall be a minimum period of 2 (two) days from
the date of communication of the allocation list to the members of the Syndicate by the BRLMs/
CBRLMs. If the payment is not made favouring the Escrow Account within the time stipulated
above, the Bid of the Bidder is liable to be cancelled.

3. The payment instruments for payment into the Escrow Account should be drawn in favour of:

• In case of Resident QIB Bidders: “[●]”

• In case of non-resident QIB Bidders: “[●]”
• In case of Resident Bidders: “[●]”
• In case of Non Resident Bidders: “[●]”
• In case of Eligible Employees: “[●]”
• In case of Eligible Shareholders of PRIL: “[●]”

4. In case of Bids by NRIs applying on repatriation basis, the payments must be made through Indian
Rupee drafts purchased abroad or cheques or bank drafts, for the amount payable on application
remitted through normal banking channels or out of funds held in Non-Resident External (NRE)
Accounts or Foreign Currency Non-Resident (FCNR) Accounts, maintained with banks authorised
to deal in foreign exchange in India, along with documentary evidence in support of the
remittance. Payment will not be accepted out of Non-Resident Ordinary (NRO) Account of Non-
Resident Bidder bidding on a repatriation basis. Payment by drafts should be accompanied by
bank certificate confirming that the draft has been issued by debiting to NRE Account or FCNR
Account.

5. In case of Bids by FIIs, the payment should be made out of funds held in Special Rupee Account
along with documentary evidence in support of the remittance. Payment by drafts should be
accompanied by bank certificate confirming that the draft has been issued by debiting to Special
Rupee Account.

6. Where a Bidder has been allocated a lesser number of Equity Shares than the Bidder has Bid for,
the excess amount, if any, paid on bidding, after adjustment towards the balance amount payable
by the Pay-In Date on the Equity Shares allocated\ will be refunded to the Bidder from the Refund
Account.

7. On the Designated Date and no later than 15 days from the Bid/ Issue Closing Date, the Escrow
Collection Bank shall also refund all amounts payable to unsuccessful Bidders and also the excess
amount paid on Bidding, if any, after adjusting for allocation/ Allotment to the Bidders.

8. Payments should be made by cheque, or demand draft drawn on any Bank (including a Co-
operative Bank), which is situated at, and is a member of or sub-member of the bankers’ clearing
house located at the centre where the Bid cum Application Form is submitted. Outstation cheques/
bank drafts drawn on banks not participating in the clearing process will not be accepted and
applications accompanied by such cheques or bank drafts are liable to be rejected. Cash/
Stockinvest/ Money Orders/ Postal orders will not be accepted.

Payment by Stockinvest

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In terms of the Reserve Bank of India Circular No. DBOD No. FSC BC 42/ 24.47.00/ 2003-04 dated
November 5, 2003; the option to use the stockinvest instrument in lieu of cheques or bank drafts for
payment of Bid money has been withdrawn. Hence, payment through stockinvest would not be accepted in
this Issue.

OTHER INSTRUCTIONS

Joint Bids in the case of Individuals

Bids may be made in single or joint names (not more than three). In the case of joint Bids, all payments will
be made out in favour of the Bidder whose name appears first in the Bid cum Application Form or Revision
Form. All communications will be addressed to the First Bidder and will be dispatched to his or her address
as per the Demographic Details received from the Depository.

Multiple Bids

A Bidder should submit only one Bid (and not more than one) for the total number of Equity Shares
required. Two or more Bids will be deemed to be multiple Bids if the sole or First Bidder is one and the
same.

In this regard, the procedures which would be followed by the Registrar to the Issue to detect multiple
applications are given below:

i. All applications are electronically strung on first name, address (1st line) and applicant’s status.
Further, these applications are electronically matched for common first name and address and if
matched, these are checked manually for age, signature and father/ husband’s name to determine if
they are multiple applications.

ii. Applications which do not qualify as multiple applications as per above procedure are further checked
for common DP ID/ beneficiary ID. In case of applications with common DP ID/ beneficiary ID, are
manually checked to eliminate possibility of data entry error to determine if they are multiple
applications.

iii. Applications which do not qualify as multiple applications as per above procedure are further checked
for common PAN. All such matched applications with common PAN are manually checked to
eliminate possibility of data capture error to determine if they are multiple applications.

In case of a mutual fund, a separate Bid can be made in respect of each scheme of the mutual fund
registered with SEBI and such Bids in respect of more than one scheme of the mutual fund will not be
treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has
been made.

The Company reserves the right to reject, in our absolute discretion, all or any multiple Bids in any or all
categories.

In cases where more than one investor has a common address, the Company may in its sole discretion,
decide to review such applications in greater detail to ensure that such applicants’ are not multiple
applications. In such a situation, the Company will keep in abeyance the allotment to such applicants
pending the confirmation of the Know Your Customers norms by the depositories where such investors’
depository accounts are maintained.

Permanent Account Number or PAN

The Bidder or in the case of a Bid in joint names, each of the Bidders, should mention his/ her Permanent
Account Number (PAN) allotted under the I.T. Act. Applications without this information and documents
will be considered incomplete and are liable to be rejected. It is to be specifically noted that Bidders

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should not submit the GIR number instead of the PAN as the Bid is liable to be rejected on this
ground.

GROUNDS FOR REJECTIONS

In case of QIB Bidders, the Company in consultation with the BRLMs/ CBRLMs may reject Bids provided
that the reasons for rejecting the same shall be provided to such Bidder in writing. In case of Non-
Institutional Bidders and Retail Individual Bidders who Bid, the Company have a right to reject Bids based
on technical grounds.

Bidders are advised to note that Bids are liable to be rejected inter alia on the following technical grounds:

• Amount paid does not tally with the amount payable for the highest value of Equity Shares bid for;

• Age of First Bidder not given;

• In case of partnership firms, Equity Shares may be registered in the names of the individual
partners and no firm as such shall be entitled to apply;

• Bid by persons not competent to contract under the Indian Contract Act, 1872 including minors,
insane persons;

• PAN not mentioned in the Bid cum Application Form;

• GIR number furnished instead of PAN;

• Bids for lower number of Equity Shares than specified for that category of investors;

• Bids at a price less than lower end of the Price Band;

• Bids at a price more than the higher end of the Price Band;

• Bids at Cut Off Price by Non-Institutional and QIB Bidders;

• Bids for number of Equity Shares which are not in multiples of [●];

• Category not ticked;

• Multiple Bids as defined in this Draft Red Herring Prospectus;

• In case of Bid under power of attorney or by limited companies, corporate, trust etc., relevant
documents are not submitted;

• Bids accompanied by Stockinvest/ money order/ postal order/ cash;

• Signature of sole and/ or joint Bidders missing;

• Bid cum Application Forms does not have the stamp of the BRLMs/ CBRLMs, or Syndicate
Members;

• Bid cum Application Forms does not have Bidder’s depository account details;

• Bid cum Application Forms are not delivered by the Bidders within the time prescribed as per the
Bid cum Application Forms, Bid/ Issue Opening Date advertisement and the Red Herring

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 Prospectus and as per the instructions in the Red Herring Prospectus and the Bid cum Application
Forms;

• In case no corresponding record is available with the Depositories that matches three parameters
namely, names of the Bidders (including the order of names of joint holders), the Depositary
Participant’s identity (DP ID) and the beneficiary’s account number;

• Bids for amounts greater than the maximum permissible amounts prescribed by the regulations;

• Bids in respect whereof the Bid cum Application Forms do not reach the Registrar prior to
finalisation of the basis of allotment;

• Bids where clear funds are not available in the Escrow Account as per the final certificate from the
Escrow Collection Bank(s);
• Bids by QIBs not submitted through members of the Syndicate;

• Bids by OCBs;

• Bids by US persons other than in reliance on Regulation S under the Securities Act; and

• Bids not duly signed by the sole/ joint Bidders;

• Bids by any persons outside India if not in compliance with applicable foreign and Indian laws.

• Bids that do not comply with the securities laws of their respective jurisdictions are liable to be
rejected.

• Bids by persons prohibited from buying, selling or dealing in the shares directly or indirectly by
SEBI or any other regulatory authority.

• Bids or revisions thereof by QIB Bidders, Non Institutional Bidders where the Bid Amount is in
excess of Rs. 100,000, uploaded after 5.00 pm on the Bid/ Issue Closing Date.

Price Discovery and Allocation

(a) After the Bid/ Issue Closing Date, the BRLMs/ CBRLMs will analyse the demand generated at
various price levels.

(b) The Company in consultation with the BRLMs/ CBRLMs shall finalise the “Issue Price”.

(c) The allocation to QIBs will be at least Net of the Issue and allocation to Non-Institutional and
Retail Individual Bidders will be not less than 15% and 35% of the Net Issue, respectively, on a
proportionate basis, in a manner specified in the SEBI Guidelines and this Draft Red Herring
Prospectus, in consultation with the Designated Stock Exchange, subject to valid bids being
received at or above the Issue Price. The Company is considering a Pre-IPO Placement at its
discretion. The Company will complete the issuance, if any, of such Equity Shares prior to the
filing of the Red Herring Prospectus with the RoC. If, as a result of the Pre-IPO Placement, the
Issue size is reduced to an extent such that the Issue constitutes less than 25% of the post Issue
paid-up capital of the Company, then in terms of Rule 19(2)(b) of the Securities Contracts
(Regulation) Rules, 1957, the Issue would be made through the 100% Book Building Process
where at least 60% of the Net Issue would be Allotted on a proportionate basis to QIBs out of
which 5% shall be available for allocation on a proportionate basis to Mutual Funds only. The
remainder shall be available for allocation on a proportionate basis to QIBs and Mutual Funds,
subject to valid Bids being received from them at or above the Issue Price. Further, not less than
10% of the Net Issue will be available for allocation on a proportionate basis to Non-Institutional

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 Bidders and not less than 30% of the Net Issue will be available for allocation on a proportionate
basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price.

(d) Under-subscription, if any, in the Non-Institutional category and the Retail Individual category
would be met with spill over from any other category at the sole discretion of the Company and
the in consultation with the BRLMs/ CBRLMs. However, if the aggregate demand by Mutual
Funds is less than [●] Equity Shares, the balance Equity Shares available for allocation in the
Mutual Fund Portion will first be added to the QIB Portion and be Allotted proportionately to the
QIB Bidders. If at least 50% of the Net Issue cannot be Allotted to QIBs, then the entire
application money will be refunded.

(e) Allocation to Eligible NRIs, FIIs, foreign venture capital funds registered with SEBI applying on
repatriation basis will be subject applicable law and the terms and conditions stipulated by the
RBI.

Signing of Underwriting Agreement and RoC Filing

(a) The Company, the BRLMs, the CBRLMs and the Syndicate Member shall enter into an
Underwriting Agreement on finalisation of the Issue Price and allocation(s) / Allotment to the
Bidders.

(b) After signing the Underwriting Agreement, the Company would update and file the updated Red
Herring Prospectus with RoC, which then would be termed ‘Prospectus’. The Prospectus would
have details of the Issue Price, Issue size, underwriting arrangements and would be complete in all
material respects.

(c) The Company will file a copy of the Prospectus with the RoC in terms of Section 56, Section 60
and Section 60B of the Companies Act.

(d) The Company will issue a statutory advertisement after the filing of the Prospectus with the RoC.
This advertisement, in addition to the information that has to be set out in the statutory
advertisement, shall indicate the Issue Price. Any material updates between the date of Red
Herring Prospectus and the date of Prospectus will be included in such statutory advertisement.

Issuance of CAN

(a) Upon approval of the basis of Allotment by the Designated Stock Exchange, the BRLMs/
CBRLMs or Registrar to the Issue shall send to the members of the Syndicate a list of their
Bidders who have been allocated/ Allotted Equity Shares in the Issue. The approval of the basis of
Allotment by the Designated Stock Exchange for QIB Bidders may be done simultaneously with
or prior to the approval of the basis of allocation for the Retail and Non-Institutional Bidders.
However, investors should note that the Company shall ensure that the date of Allotment of the
Equity Shares to all investors in this Issue shall be done on the same date.

(b) The BRLMs/ CBRLMs or members of the Syndicate would dispatch a CAN to their Bidders who
have been allocated Equity Shares in the Issue. The dispatch of a CAN shall be deemed a valid,
binding and irrevocable contract for the Bidder to pay the entire Issue Price as may be called by
the Company for all the Equity Shares allocated to such Bidder. Those Bidders who have not paid
the entire Bid Amount payable on application into the Escrow Account at the time of bidding shall
pay in full the amount payable into the Escrow Account by the Pay-in Date specified in the CAN.

(c) Bidders who have been allocated/ Allotted Equity Shares and who have already paid the Bid
Amount payable on application into the Escrow Account at the time of bidding shall directly
receive the CAN from the Registrar to the Issue subject, however, to realisation of his or her
cheque or demand draft paid into the Escrow Account. The dispatch of a CAN shall be deemed a
valid, binding and irrevocable contract for the Bidder to pay the entire Issue Price as may be called

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 by the Company for Allotment to such Bidder.

(d) The Issuance of CAN is subject to “Notice to QIBs: Allotment Reconciliation and Revised CANs”
as set forth herein.

Notice to QIBs: Allotment Reconciliation and Revised CANs

After the Bid/ Issue Closing Date, an electronic book will be prepared by the Registrar on the basis of Bid
applications received. Based on the electronic book, QIBs will be sent a CAN on or prior to [●], 2008,
indicating the number of Equity Shares that may be Allotted to them. This CAN is subject to the basis of
final Allotment, which will be approved by the Designated Stock Exchange and reflected in the physical
book prepared by the Registrar. Subject to SEBI Guidelines, certain Bid applications may be rejected due
to technical reasons, non-receipt of funds, cancellation of cheques, cheque bouncing, incorrect details, etc.,
and these rejected applications will be reflected in the reconciliation and basis of Allotment as approved by
the Designated Stock Exchange and specified in the physical book. As a result, a revised CAN may be sent
to QIBs and the allocation of Equity Shares in such revised CAN may be different from that specified in the
earlier CAN. It is not necessary that a revised CAN will be sent. QIBs should note that they may be
required to pay additional amounts, if any, by the Pay-in Date specified in the revised CAN, for any
increased Allotment of Equity Shares. The CAN will constitute the valid, binding and irrevocable contract
(subject only to the issue of a revised CAN) for the QIB to pay the entire Issue Price as may be called by
the Company for all the Equity Shares allocated to such QIB. The revised CAN, if issued, will supersede
in entirety the earlier CAN.

Designated Date and Allotment of Equity Shares

(a) The Company will ensure that the Allotment of Equity Shares is done within 15 days of the Bid/
Issue Closing Date. After the funds are transferred from the Escrow Account to the Public Issue
Account on the Designated Date, the Company would ensure the credit to the successful Bidders
depository account. Allotment of the Equity Shares to the allotees shall be within two working
days of the date of Allotment.

(b) In accordance with the SEBI Guidelines, Equity Shares will be issued, and Allotment shall be
made only in the dematerialised form to the allotees. Allottees will have the option to re-
materialise the Equity Shares, if they so desire, as per the provisions of the Companies Act and the
Depositories Act.

Investors are advised to instruct their Depository Participant to accept the Equity Shares
that may be allocated/ Allotted to them pursuant to this Issue.

BASIS OF ALLOTMENT

A. For Retail Individual Bidders

• Bids received from the Retail Individual Bidders at or above the Issue Price shall be
grouped together to determine the total demand under this category. The Allotment to all
the successful Retail Individual Bidders will be made at the Issue Price.

• The Issue size less Allotment to Non-Institutional and QIB Bidders shall be available for
Allotment to Retail Individual Bidders who have bid in the Issue at a price that is equal to
or greater than the Issue Price.

• If the aggregate demand in this category is less than or equal to [●] Equity Shares at or
above the Issue Price, full Allotment shall be made to the Retail Individual Bidders to the
extent of their valid Bids.

• If the aggregate demand in this category is greater than [●] Equity Shares at or above the

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 Issue Price, the Allotment shall be made on a proportionate basis up to a minimum [•].
For the method of proportionate basis of Allotment, refer below.

B. For Non-Institutional Bidders

• Bids received from Non-Institutional Bidders at or above the Issue Price shall be grouped
together to determine the total demand under this category. The Allotment to all
successful Non-Institutional Bidders will be made at the Issue Price.

• The Issue size less Allotment to QIBs and Retail Portion shall be available for Allotment
to Non-Institutional Bidders who have bid in the Issue at a price that is equal to or greater
than the Issue Price.

• If the aggregate demand in this category is less than or equal to [●] Equity Shares at or
above the Issue Price, full Allotment shall be made to Non-Institutional Bidders to the
extent of their demand.

• In case the aggregate demand in this category is greater than [●] Equity Shares at or
above the Issue Price, Allotment shall be made on a proportionate basis up to a minimum
of [•] Equity Shares. For the method of proportionate Basis of Allotment refer below.

C. For QIB Bidders

• Bids received from the QIB Bidders at or above the Issue Price shall be grouped together
to determine the total demand under this category. The Allotment to all the QIB Bidders
will be made at the Issue Price.

• The Issue less allocation to Non-Institutional Portion and Retail Portion shall be available
for proportionate allocation to QIB Bidders who have bid in the Issue at a price that is
equal to or greater than the Issue Price.

• However, eligible Bids by Mutual Funds only shall first be considered for allocation
proportionately in the Mutual Funds Portion. After completing proportionate allocation to
Mutual Funds for an amount of up to [●] Equity Shares (the “Mutual Funds Portion”), the
remaining demand by Mutual Funds, if any, shall then be considered for allocation
proportionately, together with Bids by other QIBs, in the remainder of the QIB Portion
(i.e., after excluding the Mutual Funds Portion). If the valid Bids by Mutual Funds are for
less than [●] Equity Shares, the remaining Equity Shares available for allocation in the
Mutual Funds Portion will first be added to the QIB Portion and allocated proportionately
to the QIB Bidders. For the purposes of this paragraph it has been assumed that the QIB
Portion for the purposes of the Issue amounts to at least 50% of the Net Issue size, i.e. [●]
Equity Shares.

• Allotment shall be undertaken in the following manner:

(a) In the first instance allocation to Mutual Funds for 5% of the QIB Portion shall
be determined as follows:

(i) In the event that Mutual Fund Bids exceed 5% of the QIB Portion,
allocation to Mutual Funds shall be done on a proportionate basis for
up to 5% of the QIB Portion.

(ii) In the event that the aggregate demand from Mutual Funds is less than
5% of the QIB Portion, then all Mutual Funds shall get full allotment to

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 the extent of valid bids received above the Issue Price.

(iii) Equity Shares remaining unsubscribed, if any, not allocated to Mutual

Funds, shall be available to all QIB Bidders as set out in (b) below;

(b) In the second instance allocation to all QIBs shall be determined as follows:

(i) The number of Equity Shares available for this category shall be the
QIB Portion less allocation only to Mutual Funds as calculated in (a)
above.

(ii) The subscription level for this category shall be determined based on
the overall subscription in the QIB Portion less allocation only to
Mutual Funds as calculated in (a) above.

(c) Based on the above, the level of the subscription shall be determined and
proportionate allocation to all QIBs including Mutual Funds in this category
shall be made.

(d) The aggregate allocation to QIB shall be at least [●] Equity Shares.

D. For Eligible Employees

• Bids received from the Eligible Employees at or above the Issue Price shall be grouped
together to determine the total demand under this category. The allocation to all the
successful Eligible Employees will be made at the Issue Price.

• If the aggregate demand in this category is less than or equal to [●] Equity Shares at or
above the Issue Price, full allocation shall be made to the Eligible Employees to the
extent of their demand.

• If the aggregate demand in this category is greater than [●] Equity Shares at or above the
Issue Price, the allocation shall be made on a proportionate basis up to a minimum of [●]
Equity Shares. For the method of proportionate basis of allocation, refer below.

• Only Eligible Employees (as defined above) are eligible to apply under Employee
Reservation Portion.

E. For Eligible Shareholders of PRIL

• Bids received from the Eligible Shareholders of PRIL at or above the Issue Price shall be
grouped together to determine the total demand under this category. The allocation to all
the successful Eligible Shareholders of PRIL will be made at the Issue Price.

• If the aggregate demand in this category is less than or equal to [●] Equity Shares at or
above the Issue Price, full allocation shall be made to the Eligible Shareholders of PRIL
to the extent of their demand.

• If the aggregate demand in this category is greater than [●] Equity Shares at or above the
Issue Price, the allocation shall be made on a proportionate basis up to a minimum of [●]
Equity Shares. For the method of proportionate basis of allocation, refer below.

• Only Eligible Shareholders of PRIL are eligible to apply under Reservation Portion for
Eligible Shareholders of PRIL.

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Illustration of Allotment to QIBs and Mutual Funds (“MF”)

A. Issue Details

Sr. No. Particulars Issue details

1 Issue size 200 crores equity shares
2 Allocation to QIB (50%) 100 crores equity shares
Of which:
a. Allocation to MF (5%) 5 crores equity shares
b. Balance for all QIBs including MFs 95 crores equity shares
3 No. of QIB applicants 10
4 No. of shares applied for 500 crores equity shares

B. Details Of QIB Bids

S.No Type of QIB bidders# No. of shares bid for (in crores)
1 A1 50
2 A2 20
3 A3 130
4 A4 50
5 A5 50
6 MF1 40
7 MF2 40
8 MF3 80
9 MF4 20
10 MF5 20
Total 500
# A1-A5: (QIB bidders other than MFs), MF1-MF5 (QIB bidders which are Mutual Funds)

C. Details of Allotment to QIB Bidders/ Applicants

Number of equity shares in crores

Type of Shares Allocation of 5 crores Allocation of balance 95 Aggregate
QIB bid for Equity Shares to MF crores Equity Shares to allocation to
bidders proportionately (please QIBs proportionately MFs
see note 2 below) (please see note 4 below)
(I) (II) (III) (IV) (V)
A1 50 0 9.60 0
A2 20 0 3.84 0
A3 130 0 24.95 0
A4 50 0 9.60 0
A5 50 0 9.60 0
MF1 40 1.2 7.48 8.48
MF2 40 1.2 7.48 8.48
MF3 80 2.4 14.97 16.97
MF4 20 0.5 3.74 4.24
MF5 20 0.5 3.74 4.24
500 5 95 42.42

Please note:

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 1. The illustration presumes compliance with the requirements specified in this Prospectus
in the section titled “Issue Structure” beginning on page [●].

2. Out of 100 crore Equity Shares allocated to QIBs, 5 crores (i.e. 5%) will be allocated on
proportionate basis among 5 Mutual Fund applicants who applied for 200 shares in QIB
category.

3. The balance 95 crore Equity Shares (i.e. 100 - 5 (available for MFs)) will be allocated on
proportionate basis among 10 QIB applicants who applied for 500 Equity Shares
(including 5 MF applicants who applied for 200 Equity Shares).

4. The figures in the fourth column titled “Allocation of balance 95 crores Equity Shares to
QIBs proportionately” in the above illustration are arrived as under:

• For QIBs other than Mutual Funds (A1 to A5)= No. of shares bid for (i.e. in
column II) X 95 / 495

• For Mutual Funds (MF1 to MF5)= [(No. of shares bid for (i.e. in column II of
the table above) less Equity Shares allotted ( i.e., column III of the table above)]
X 95/495

• The numerator and denominator for arriving at allocation of 1,140 lacs shares to
the 10 QIBs are reduced by 5 crore shares, which have already been Allotted to
Mutual Funds in the manner specified in column III of the table above.

Method of Proportionate Basis of Allotment in the Issue

In the event of the Issue being over-subscribed, the Company shall finalise the basis of Allotment in
consultation with the Designated Stock Exchange. The Executive Director (or any other senior official
nominated by them) of the Designated Stock Exchange along with the BRLMs/ CBRLMs and the Registrar
to the Issue shall be responsible for ensuring that the basis of Allotment is finalised in a fair and proper
manner.

The Allotment shall be made in marketable lots, on a proportionate basis as explained below:

a) Bidders will be categorised according to the number of Equity Shares applied for.

b) The total number of Equity Shares to be Allotted to each category as a whole shall be arrived at on
a proportionate basis, which is the total number of Equity Shares applied for in that category
(number of Bidders in the category multiplied by the number of Equity Shares applied for)
multiplied by the inverse of the over-subscription ratio.

c) Number of Equity Shares to be Allotted to the successful Bidders will be arrived at on a

proportionate basis, which is total number of Equity Shares applied for by each Bidder in that
category multiplied by the inverse of the over-subscription ratio.

d) In all Bids where the proportionate Allotment is less than [●] Equity Shares per Bidder, the
Allotment shall be made as follows:

• The successful Bidders out of the total Bidders for a category shall be determined by
draw of lots in a manner such that the total number of Equity Shares Allotted in that
category is equal to the number of Equity Shares calculated in accordance with (b) above;
and

• Each successful Bidder shall be Allotted a minimum of [●] Equity Shares.

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e) If the proportionate Allotment to a Bidder is a number that is more than [●] but is not a multiple of
one (which is the market lot), the decimal would be rounded off to the higher whole number if that
decimal is 0.5 or higher. If that number is lower than 0.5, it would be rounded off to the lower
whole number. Allotment to all Bidders in such categories would be arrived at after such rounding
off.

f) If the Equity Shares allocated on a proportionate basis to any category are more than the Equity
Shares Allotted to the Bidders in that category, the remaining Equity Shares available for
Allotment shall be first adjusted against any other category, where the Allotted shares are not
sufficient for proportionate Allotment to the successful Bidders in that category. The balance
Equity Shares, if any, remaining after such adjustment will be added to the category comprising
Bidders applying for minimum number of Equity Shares.

PAYMENT OF REFUND

Bidders must note that on the basis of name of the Bidders, Depository Participant’s name, DP ID,
Beneficiary Account number provided by them in the Bid-cum-Application Form, the Registrar will obtain,
from the Depositories, the Bidders’ bank account details, including the nine digit Magnetic Ink Character
Recognition (“MICR”) code as appearing on a cheque leaf. Hence Bidders are advised to immediately
update their bank account details as appearing on the records of the Depository Participant. Please note that
failure to do so could result in delays in dispatch of refund order or refunds through electronic transfer of
funds, as applicable, and any such delay shall be at the Bidders’ sole risk and neither the Company, the
Registrar, Escrow Collection Bank(s), Bankers to the Issue nor the BRLMs/ CBRLMs shall be liable to
compensate the Bidders for any losses caused to the Bidder due to any such delay or liable to pay any
interest for such delay.

Mode of making refunds

The payment of refund, if any, would be done through various modes as given hereunder:

1. ECS – Payment of refund would be done through ECS for applicants having an account at any
of the centres where such facility has been made available. This mode of payment of refunds
would be subject to availability of complete bank account details including the MICR code as
appearing on a cheque leaf, from the Depositories. The payment of refunds is mandatory for
applicants having a bank account at any of such centres, except where the applicant, being
eligible, opts to receive refund through NEFT, direct credit or RTGS.

2. Direct Credit – Applicants having bank accounts with the Refund Banker(s), as mentioned in
the Bid cum Application Form, shall be eligible to receive refunds through direct credit.
Charges, if any, levied by the Refund Bank(s) for the same would be borne by the Company.

3. RTGS – Applicants having a bank account at any of the centres where such facility has been
made available and whose refund amount exceeds Rs. 10 lacs, have the option to receive
refund through RTGS. Such eligible applicants who indicate their preference to receive refund
through RTGS are required to provide the IFSC code in the Bid-cum-application Form. In the
event the same is not provided, refund shall be made through ECS. Charges, if any, levied by
the Refund Bank(s) for the same would be borne by the Company. Charges, if any, levied by
the applicant’s bank receiving the credit would be borne by the applicant.

4. NEFT (National Electronic Fund Transfer) – Payment of refund shall be undertaken through
NEFT wherever the applicants’ bank has been assigned the Indian Financial System Code
(IFSC), which can be linked to a Magnetic Ink Character Recognition (MICR), if any,
available to that particular bank branch. IFSC Code will be obtained from the website of RBI
as on a date immediately prior to the date of payment of refund, duly mapped with MICR
numbers. Wherever the applicants have registered their nine digit MICR number and their

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 bank account number while opening and operating the demat account, the same will be duly
mapped with the IFSC Code of that particular bank branch and the payment of refund will be
made to the applicants through this method. The process flow in respect of refunds by way of
NEFT is at an evolving stage and hence use of NEFT is subject to operational feasibility, cost
and process efficiency.

5. For all other applicants, including those who have not updated their bank particulars with the
MICR code, the refund orders will be dispatched under certificate of posting for value up to
Rs. 1,500 and through Speed Post/ Registered Post for refund orders of Rs. 1,500 and above.
Such refunds will be made by cheques, pay orders or demand drafts drawn on the Escrow
Collection Banks and payable at par at places where Bids are received. Bank charges, if any,
for cashing such cheques, pay orders or demand drafts at other centres will be payable by the
Bidders.

Letters of Allotment or Refund Orders

We shall give credit to the beneficiary account with depository participants within two working days from
the date of the finalisation of basis of allocation. Applicants residing at 15 centres where clearing houses
are managed by the RBI, will get refunds through ECS only except where applicant is otherwise disclosed
as eligible to get refunds through direct credit & RTGS. We shall ensure dispatch of refund orders, if any,
of value up to Rs.1,500 by “Under Certificate of Posting”, and shall dispatch refund orders above Rs.1,500,
if any, by registered post or speed post at the sole or First Bidder’s sole risk within 15 days of the Bid/ Issue
Closing Date. Applicants to whom refunds are made through electronic transfer of funds will be send a
letter through ordinary post intimating them about the mode of credit of refund within 15 days of closure of
Bid/ Issue.

The Company will provide adequate funds required for dispatch of refund orders or allotment advice to the
Registrar to the Issue.

Refunds will be made by cheques, pay-orders or demand drafts drawn on a bank appointed by us, as an
Escrow Collection Bank and payable at par at places where Bids are received. Bank charges, if any, for
encashing such cheques, pay orders or demand drafts at other centres will be payable by the Bidders.

DISPOSAL OF APPLICATIONS AND APPLICATION MONEYS AND INTEREST IN CASE OF

DELAY

The Company shall ensure the dispatch of Allotment advice, refund orders (except for Bidders who receive
refunds through electronic transfer of funds and give benefit to the beneficiary account with Depository
Participants and submit the documents pertaining to the Allotment to the Stock Exchanges within two
working days of date of Allotment of Equity Shares.

In case of applicants who receive refunds through ECS, direct credit or RTGS, the refund instructions will
be given to the clearing system within 15 days from the Bid/ Issue Closing Date. A suitable communication
shall be sent to the bidders receiving refunds through this mode within 15 days of Bid/ Closing Date, giving
details of the bank where refunds shall be credited along with amount and expected date of electronic credit
of refund.

The Company shall use best efforts to ensure that all steps for completion of the necessary formalities for
listing and commencement of trading at all the Stock Exchanges where the Equity Shares are proposed to
be listed, are taken within seven working days of Allotment.

In accordance with the Companies Act, the requirements of the Stock Exchanges and the SEBI Guidelines,
the Company further undertakes that:

• Allotment of Equity Shares shall be made only in dematerialised form within 15 (fifteen) days of

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 the Bid/ Issue Closing Date;

• Dispatch of refund orders or in a case where the refund or portion thereof is made in electronic
manner, the refund instructions are given to the clearing system within 15 (fifteen) days of the
Bid/ Issue Closing Date would be ensured; and

• The Company shall pay interest at 15% per annum for any delay beyond the 15 (fifteen)-day time
period as mentioned above, if Allotment is not made and refund orders are not dispatched or if, in
a case where the refund or portion thereof is made in electronic manner, the refund instructions
have not been given to the clearing system in the disclosed manner and/ or demat credits are not
made to investors within the 15 (fifteen)-day time prescribed above as per the guidelines issued by
the Government of India, Ministry of Finance pursuant to their letter No. F/ 8/ S/ 79 dated July 31,
1983, as amended by their letter No. F/ 14/ SE/ 85 dated September 27, 1985, addressed to the
stock exchanges, and as further modified by SEBI’s Clarification XXI dated October 27, 1997,
with respect to the SEBI Guidelines.

UNDERTAKINGS BY OUR COMPANY

We undertake the following:

• That the complaints received in respect of this Issue shall be attended to by us expeditiously;

• That all steps will be taken for the completion of the necessary formalities for listing and
commencement of trading at all the Stock Exchanges where the Equity Shares are proposed to be
listed within seven working days of finalisation of the basis of Allotment;

• That funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed
shall be made available to the Registrar to the Issue by the Issuer;

• That where refunds are made through electronic transfer of funds, a suitable communication shall
be sent to the applicant within 15 days of the Bid/ Issue Closing Date, as the case may be, giving
details of the bank where refunds shall be credited along with amount and expected date of
electronic credit of refund;

• That the certificates of the securities/ refund orders to the non-resident Indians shall be dispatched
within specified time; and

• That no further issue of Equity Shares shall be made till the Equity Shares offered through this
Draft Red Herring Prospectus are listed or until the Bid monies are refunded on account of non-
listing, under-subscription etc.

The Company shall not have recourse to the Issue proceeds until the approval for trading of the Equity
Shares from all the Stock Exchanges where listing is sought has been received.

Utilisation of Issue proceeds

Our Board certifies that:

• All monies received out of the Issue shall be credited/ transferred to a separate bank account other
than the bank account referred to in sub-section (3) of Section 73 of the Companies Act;

• Details of all monies utilised out of Issue shall be disclosed under an appropriate head in our
balance sheet indicating the purpose for which such monies have been utilised;

• Details of all unutilised monies out of the Issue, if any shall be disclosed under the appropriate

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 head in the balance sheet indicating the form in which such unutilised monies have been invested;

The Board of Directors further certifies that:

the utilisation of monies received under Promoter Contribution and the Reservation Portion shall
be disclosed under an appropriate head in the balance sheet of the Company, indicating the
purpose for which such monies have been utilised; and

the details of all unutilised monies out of the funds received under Promoter Contribution and the
Reservation Portion shall be disclosed under a separate head in the balance sheet of the Company,
indicating the form in which such unutilised monies have been invested.

Withdrawal of the Issue

Our Company, in consultation with the BRLMs/ CBRLMs reserves the right not to proceed with the Issue
at anytime, including after the Bid/Issue Closing Date but before the Board meeting for Allotment, without
assigning any reason. Notwithstanding the foregoing, the Issue is also subject to obtaining the final listing
and trading approvals of the Stock Exchanges, which the Company shall apply for after Allotment.

In terms of the SEBI Guidelines, QIB Bidders shall not be allowed to withdraw their Bid after the Bid/
Issue Closing Date.

EQUITY SHARES IN DEMATERIALISED FORM WITH NSDL OR CDSL

As per the provisions of Section 68B of the Companies Act, the Allotment of Equity Shares in this Issue
shall be only in a de-materialised form, (i.e., not in the form of physical certificates but be fungible and be
represented by the statement issued through the electronic mode).

In this context, two agreements have been signed among the Company, the respective Depositories and the
Registrar to the Issue:

a) Agreement dated [●] with NSDL, the Company and the Registrar to the Issue;

b) Agreement dated [●] with CDSL, the Company and the Registrar to the Issue.

All Bidders can seek allotment only in dematerialised mode. Bids from any Bidder without relevant details
of his or her depository account are liable to be rejected.

a) A Bidder applying for Equity Shares must have at least one beneficiary account with either of the
Depository Participants of either NSDL or CDSL prior to making the Bid.

b) The Bidder must necessarily fill in the details (including the Beneficiary Account Number and
Depository Participant’s identification number) appearing in the Bid cum Application Form or
Revision Form.

c) Allotment to a successful Bidder will be credited in electronic form directly to the beneficiary
account (with the Depository Participant) of the Bidder

d) Names in the Bid cum Application Form or Revision Form should be identical to those appearing
in the account details in the Depository. In case of joint holders, the names should necessarily be
in the same sequence as they appear in the account details in the Depository.

e) If incomplete or incorrect details are given under the heading ‘Bidders Depository Account
Details’ in the Bid cum Application Form or Revision Form, it is liable to be rejected.

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f) The Bidder is responsible for the correctness of his or her Demographic Details given in the Bid
cum Application Form vis-à-vis those with his or her Depository Participant.

g) Equity Shares in electronic form can be traded only on the stock exchanges having electronic
connectivity with NSDL and CDSL. All the Stock Exchanges where our Equity Shares are
proposed to be listed have electronic connectivity with CDSL and NSDL.

h) The trading of the Equity Shares of the Company would be in dematerialised form only for all
investors in the demat segment of the respective Stock Exchanges.

Communications

All future communications in connection with Bids made in this Issue should be addressed to the Registrar
to the Issue quoting the full name of the sole or First Bidder, Bid cum Application Form number, Bidders
Depository Account Details, number of Equity Shares applied for, date of bid form, name and address of
the member of the Syndicate where the Bid was submitted and cheque or draft number and issuing bank
thereof.

Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue or post-
Issue related problems such as non-receipt of letters of allotment, credit of allotted shares in the respective
beneficiary accounts, refund orders etc.

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 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of GoI and FEMA.
While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign
investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in
which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign
investment is freely permitted in all sectors of Indian economy up to any extent and without any prior
approvals, but the foreign investor is required to follow certain prescribed procedures for making such
investment.

By way of Circular No. 53 dated December 17, 2003, the RBI has permitted FIIs to subscribe to shares of
an Indian company in a public offer without the prior approval of the RBI, so long as the price of the equity
shares to be issued is not less than the price at which the equity shares are issued to residents.

Transfers of equity shares previously required the prior approval of the FIPB. However, vide a RBI circular
dated October 4, 2004 issued by the RBI, the transfer of shares between an Indian resident and a non-
resident does not require the prior approval of the FIPB or the RBI, provided that (i) the activities of the
investee company are under the automatic route under the foreign direct investment (FDI) Policy and
transfer does not attract the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997 (ii) the non-resident shareholding is within the sectoral limits under the FDI policy, and
(iii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI.

Subscription by foreign investors (NRIs/FIIs)

We propose to make an application to FIPB, for allowing eligible non-resident investors, i.e. FIIs, NRIs,
FVCIs registered with SEBI, multilateral and bilateral development financial institutions and other eligible
foreign investors to participate in this Issue subject to any conditions that may be prescribed by the FIPB in
this regard. In the event that we receive the approval from FIPB, there is no reservation for Non Residents,
NRIs, FIIs, foreign venture capital funds, multi-lateral and bilateral development financial institutions and
any other non-resident investor. All Non Residents, NRIs, FIIs and foreign venture capital funds, multi-
lateral and bilateral development financial institutions and any other foreign investor applicants will be
treated on the same basis with other categories for the purpose of allocation.

As per existing regulations, OCBs cannot participate in the Issue.

The Equity Shares have not been and will not be registered under the US Securities Act of 1933 (the
Securities Act) or any state securities laws in the United States and may not be offered or sold within
the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S
under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in
any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

The above information is given for the benefit of the Bidders. The Company, the BRLMs/ CBRLMs
are not liable for any amendments or modification or changes in applicable laws or regulations,
which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make
their independent investigations and ensure that the number of Equity Shares Bid for do not exceed
the applicable limits under laws or regulations.

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 MAIN PROVISIONS OF ARTICLES OF ASSOCIATION

Capitalised terms used in this section have meaning that has been given to such terms in the Articles of
Association of Future Ventures India Limited.

Pursuant to Schedule II of the Companies Act and the SEBI Guidelines, the main provisions of the Articles
of Association relating to voting rights, dividend, lien, forfeiture, restrictions on transfer and transmission
of Equity Shares or debentures and/or on their consolidation/splitting are detailed below. Please note that
the each provision herein below is numbered as per the corresponding article number in the Articles of
Association and defined terms herein have the meaning given to them in the Articles of Association.

Table ‘A’

The Regulations contained in Table “A” in Schedule I to the Companies Act, 1956 shall apply to the
Company except in so far as otherwise expressly incorporated hereinafter.

Share Capital

Article 3 provides that

3.1 The authorized share capital of the Company shall be such amount which may be stipulated in
Clause V of the Memorandum of Association, with the Board, with the sanction of the Company
in a General Meeting by ordinary resolution, having the power to increase or reduce the share
capital of the Company and to divide the shares in the capital for the time being into several
classes and to attach thereto respectively such preferential or special rights, privileges or
conditions as may be determined by the Board in its sole discretion in accordance with these
Articles and subject to the provisions of the Companies Act and to vary, modify, amalgamate or
abrogate such rights, privileges or conditions in such manner as may for the time being be
provided by these Articles or subject to the provisions of the Companies Act.

3.2. The Board may from time to time, increase the authorized share capital of the Company by such
sum to be divided into shares of such amount and of such classes with such rights and privileges
attached thereto as the General Meeting shall direct by specifying the same in the resolution and if
no directions be given as the Board may determine.

3.3. The Company may, subject to the provisions of Sections 100 to 105 of the Companies Act reduce
in any manner, from time to time,

a. by special resolution its share capital;

b. any capital redemption reserve fund or any securities premium account.

3.4 Subject always to the provisions of these Articles, the shares shall be under the control of the
Board and the Board may allot, grant, have option over or otherwise deal with or dispose of them
to any Person any shares on such terms and conditions, as Board may deem fit.

3.5 Subject to the provisions of these Articles, the Company shall have power to alter the conditions
of the Memorandum relating to share capital as follows, that is to say that it may -

(a) increase its share capital by such amount as it thinks expedient by issuing new shares;

(b) consolidate and divide all or any of its share capital into shares of larger denomination
than its existing shares;

(c) sub-divide its shares or any of them into shares of smaller amount than is fixed by the
Memorandum so, however, that, in the sub-division, the proportion between the amount
paid and the amount, if any, unpaid on each reduced share shall be the same as it was in

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 the case of the share, from which the reduced share is derived;

(d) cancel any shares which, at the date of the passing of the resolution in that behalf, have
not been taken or agreed to be taken by any Person and diminish the amount of its share
capital by the amount of the shares as cancelled, provided, however, that the cancellation
of shares in pursuance of the exercise of this power shall not be deemed to be a reduction
of share capital within the meaning of the Act.
SHARES

Article 4 provides that

4.1 Subject to the provisions of Section 81 of the Companies Act and these Articles, the share capital
of the Company for the time being shall be under the control of the Board who may issue, allot or
otherwise dispose of the same or any of them to such Persons, in such proportion and on such
terms and conditions and either at a premium or at par or (subject to the compliance with the
provision of Section 79 of the Companies Act) at a discount and at such time as they may from
time to time think fit and with the sanction of the Company in a General Meeting to give to any
Person the option or right to call for any shares either at par or premium during such time and for
such consideration as the Board deem fit, and may issue and allot shares in the share capital of the
Company on payment in full or part of any property sold and transferred or for any services
rendered to the Company in the conduct of its business and any shares which may so be allotted
may be issued as fully paid up shares and if so issued, shall be deemed to be fully paid shares.
Provided, however, that the option or right to call for shares shall not be given to any Person
without the sanction of the Company in a General Meeting.

4.2 An application signed by or on behalf of an applicant for shares in the Company followed by an
allotment of any shares therein, shall be an acceptance of shares within the meaning of these
Articles and every Person who, thus or otherwise agrees to accept in writing the shares and whose
name is entered on the register of Members shall for the purpose of these Articles, be a
shareholder.

4.3 If by the conditions of allotments of any shares, the whole or a part of the amount or issue price
thereof shall be payable by installments, every such installment shall, when due, be paid to the
Company by the Person who, for the time being and from time to time shall be the registered
holder of the shares of his heirs, executors, administrators and legal representatives.

4.4 Every Member or his heirs, executors, assignees or other representatives shall pay to the Company
the portion of the share capital represented by his share or shares which may for the time being
remain unpaid thereon, in such amounts at such time or times and in such manner as the Board
shall, from time to time, in accordance with the Company’s regulations require or fix for the
payment thereof and so long as any moneys are due, owing and unpaid to the Company by any
Member on any account. However, such Member in default shall not be entitled at the option of
the Board, to exercise any rights or privileges available to him.

4.5 If any shares stand in the name of two or more Persons, the one first named in the register of
Members shall as regards receipt of dividend bonus or service of notice and all or any other
matters connected with the Company, except voting at Meetings and the transfer of shares, be
deemed the sole-holder thereof but joint – holder of shares shall be severally as well as jointly
liable for the payment of the installments and calls in respect of such shares and for all incidents
thereof according to the Company’s regulations.

4.6 Any Debentures, debenture stock or other securities may be issued at a discount, premium or
otherwise and may be issued on the condition that they shall be convertible into shares of any
denomination and with any privileges and conditions as to redemption, surrender, drawing,
allotment of shares, attending (but not voting) at the General Meeting, appointment of Directors
and otherwise Debentures with a right of conversion into or allotment of shares shall be issued

271
 only with consent of the Company in General Meeting by special resolution.

CALLS ON SHARES

Article 5 provides that

5.1 The Board may, from time to time and subject to the terms on which any shares have been issued
and subject to the conditions of allotment, by a resolution passed at a meeting of the Board (and
not by circular resolution) make such call as it thinks fit upon the Members in respect of all
moneys unpaid on the shares held by them respectively, and each Member shall pay the amount of
every call so made on him to the Person or Persons and at the times and places appointed by the
Board. A call may be made payable by installments.

5.2 Fifteen days notice in writing of any call shall be given by the Board specifying the time and place
of payment, and the Person to whom such call shall be paid.

5.3 A call shall be deemed to have been made at the time when the resolution authorizing such call
was passed at a meeting of the Board. A call may be revoked or postponed at the discretion of the
Board.

5.4 The option or right to call of shares shall not be given to any Person except with the sanction of
the Company in a General Meeting.

5.5 The joint-holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

5.6 The Board may, from time to time at its discretion, extend the time fixed for the payment of any
call, and may extend such time as to all or any of the Members who, the Board may deem fairly
entitled to such extension, but no Member shall be entitled to such extension save as a matter of
grace and favour.

5.7 If any Member fails to pay any call due from him on the day appointed for payment thereof, or any
such extension thereof as aforesaid, he shall be liable to pay interest of the same from the day
appointed for the payment thereof to the time of actual payment at such rate as shall from time to
time be fixed by the Board, but nothing in this Article shall render it obligatory for the Board to
demand or recover any interest from any such Member.

5.8 Any sum, which may be the terms of issue of a share becomes payable on allotment or at any fixed
date, whether on account of the nominal value of the share or by way of premium, shall for the
purposes of these Articles be deemed to be a call duly made and payable, on the date on which by
the terms of issue the same becomes payable and in case of non-payment, all the relevant
provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise, shall
apply as if such sum had become payable by virtue of a call duly made and notified.

5.9 On the trial or hearing of any action or suit brought by the Company against any Member or his
representatives for the recovery of any money claimed to be due to the Company in respect of his
shares, it shall be sufficient to prove that the name of the Member, in respect of whose shares, the
money is sought to be recovered appears entered on the register of Members as the holder, at or
subsequent to the date at which the money is sought to be recovered, is alleged to have become
due on the shares in respect of such money is sought to be recovered; that the resolution making
the call is duly recorded in the minute book; and that notice of such call was duly given to the
Member or his representatives used in pursuance of these Articles and that it shall not be necessary
to prove the appointment of the Directors who made such call, nor that a quorum of Directors was
present at the Board at which any call was made nor that the Meeting at which any call was made
duly convened or constituted nor any other matters whatsoever, but the proof of the matter
aforesaid shall be conclusive evidence of the debt.

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5.10 Neither the receipt by the Company of a portion of any money which shall from time to time be
due from any Member to the Company in respect of his shares, either by way of principal or
interest, nor any indulgence granted by the Company in respect of the payment of any such
money, shall preclude the Company from thereafter proceeding to enforce a forfeiture of such
shares as hereinafter provided.

5.11 The Board may, if they think fit, subject to the provisions of Section 92 of the Companies Act,
agree to and receive from any Member willing to advance the same, whole or any part of the
moneys due upon the shares held by him beyond the sums actually called for and upon the amount
so paid or satisfied in advance or so much thereof, as from time to time exceeds the amount of the
calls then made upon the shares in respect of which such advance has been made, the Company
may pay interest at such rate as the Member paying the sum in advance and the Board agree upon,
provided that money paid in advance of calls shall not confer a right to participate in profits or
dividend. The Board may at any time repay the amount so advanced. The Members shall not be
entitled to any voting rights in respect of the moneys so paid by him until the same would but for
such payment become presently payable. The provision of this Article shall mutatis mutandis
apply to the calls on Debentures of the Company.

FORFEITURE OF SHARES

Article 6 provides that

6.1 The notice aforesaid shall:

(a) name further day (not being earlier than the expiry of fourteen days from the date of
service of the notice) and a place or places on and at which such call or installment and
such interest and expenses as aforesaid are to be paid; and

(b) state that in the event of non-payment on or before the day so named at the place
appointed, the shares in respect of which the call was made or instalment is payable will
be liable to be forfeited.

6.2 If the requirements of any such notice as aforesaid are not complied with, any shares, in respect of
which the notice has been given, may, at any time thereafter before the payment required by the
notice has been made, be forfeited by the resolution of the Board to that effect. Such forfeiture
shall include all dividends declared in respect of the forfeited shares and not actually paid before
the forfeiture

6.3 When any shares shall have been so forfeited, notice of the forfeiture shall be given to the Member
in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the
date thereof, shall forthwith be made in the register of Members but no forfeiture shall be in any
manner invalidated, by any omission or neglect to give such notice or to make any such entry as
aforesaid.

6.4 Any share so forfeited shall be deemed to be the property of the Company and may be sold, re-
allotted or otherwise disposed off on such terms and in such manner, as the Board may think fit.

6.5 At any time before a sale, re-allotment or disposal as aforesaid, the Board may cancel the
forfeiture on such terms, as it thinks fit.

6.6 A Person, whose shares have been forfeited, shall cease to be the Member in respect of the
forfeited shares but shall, notwithstanding the forfeiture, remain liable to pay to the Company all
moneys, all calls, or installment, interest and expenses, owing in respect of such share at the time
of the forfeiture, together with interest thereon, from the time of forfeiture until payment, at such
rate as the Board may determine and the Board may enforce the payment thereof, to any party
thereof, without any deduction or allowance for the value of the shares at the time of forfeiture,

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 but shall not be under any obligation to do so.

6.7 The forfeiture of a share involves extinction, at the time of the forfeiture, of all interest and all
claims and demands against the Company in respect of the share and all other rights, incidental to
the share except only such of those rights as by these Articles are expressly saved.

6.8 A duly verified declaration in writing that the declarant is a Director of the Company, and that
certain shares in the Company have been duly forfeited on a date stated in the declaration shall be
conclusive evidence of the facts therein stated as against all Persons claiming to be entitled to the
shares and such declaration and the receipt of the Company for the consideration, if any, given for
the shares on the sale/ or disposition thereof shall constitute a good title to such shares; and the
Person to whom any such share as sold shall be registered as the Member in respect of such share
and shall not be bound to see to the application of the purchase money, nor shall his title to such
share be affected by any irregularity or invalidity in the proceedings in reference to such forfeiture,
sale or disposition.

6.9 Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the
certificate or certificates originally issued in respect of the relative shares shall (unless the same
shall on demand by the Company have been previously surrendered to it by the defaulting
Member) stand cancelled and become null and void and of no effect, and the Directors, shall be
entitled to issue a duplicate certificate or certificates in respect of the said shares to the Person,
entitled thereto.

TRANSFER OF SHARES

Article 7 provides that

7.1 There shall be a common instrument of transfer which shall be in writing and all the provisions of
Section 108 of the Companies Act and of any statutory modification thereof for the time being,
shall be duly complied with in respect of all transfer of shares and the registration thereof.

7.2 Every instrument of transfer duly stamped must be accompanied by the certificate of shares
proposed to be transferred and such other evidence as the Board may require to prove the title of
the transferor or his right to transfer the shares.

7.3 No fee shall be charged for registration of transfer, transmission, probate, succession certificate
and letters of administration, certificate of death or marriage, power of attorney or similar other
document.

7.4 Every such instrument of transfer shall be executed both by transferor and the transferee and the
transferor shall be deemed to remain the holder of such share until the name of the transferee shall
have been entered in the register of Members in respect thereof. The Board shall not issue or
register a transfer of any share in favour of a minor (except in cases when they are fully paid up).

7.5 The Board shall have power on giving seven days previous notice by advertisement in some
newspaper circulating in the district in which the registered office of the Company is situated to
close the transfer books, the register of Members or register of debenture holders at such time or
times and for such period or periods, not exceeding thirty days at a time and not exceeding in the
aggregate forty-five days in each year, as it may deem expedient.

7.6 The Company shall incur no liability or responsibility whatsoever in consequence of its registering
or giving effort to any transfer of shares made or purporting to be made by any apparent legal
owner thereof (as shown or appearing in the register of Members) to the prejudice of Persons
having or claiming any equitable right, title or interest to or in the said shares, notwithstanding that
the Company may have had notice of such equitable right, title or interest or notice prohibiting
registration of such transfer, and may have entered such notice, or deferred thereto, in any book of

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 the Company, and the Company shall not be bound or required to regard or attend or give effect to
any notice which may be given to it of any equitable right or interest, or be under any liability
whatsoever for refusing or neglecting so to do, though it may have been entered or referred to in
some book of the Company; but the Company shall nevertheless be at liberty to regard and attend
to any such notice and give effect thereto, if the Board shall so think fit.

7.7 Subject to the provisions of Section 111A, these Articles and other applicable provisions of the
Act or any other law for the time being in force, the Board may refuse whether in pursuance of any
power of the Company under these Articles or otherwise to register the transfer of, or the
transmission by operation of law of the right to, any shares or interest of a Member in or
debentures of the Company. The Company shall within one month from the date on which the
instrument of transfer, or the intimation of such transmission, as the case may be, was delivered to
Company, send notice of the refusal to the transferee and the transferor or to the person giving
intimation of such transmission, as the case may be, giving reasons for such refusal. Provided that
the registration of transfer shall not be refused on the ground of the transferor being either alone or
jointly with any other person or persons indebted to the Company on any account whatsoever
except where the Company has lien on shares.

7.8 The Company shall keep at its registered office, the register of Members and shall therein firmly
and distinctly enter the particulars of every transfer or transmission of shares. Subject to the
provisions of Section 154 of the Companies Act, the Board shall have power to close the register
of Members for such periods, not exceeding forty five days in aggregate in a year and thirty days
at any one time, as may seem expedient to them.

TRANSMISSION OF SHARES

Article 8 provides that

8.1 Every holder of shares in, or Debentures of the Company may at any time nominate, in the manner
prescribed under the Companies Act, a Person to whom his shares in or Debentures of the
Company shall vest in the event of death of such holder. Where the shares in, or Debentures of the
Company are held by more than one Persons jointly, the joint holders may together nominate, in
the prescribed manner, a Person to whom all the rights in the shares or Debentures of the
Company, as the case may be, held by them shall vest in the event of death of all joint holders.

Notwithstanding anything contained in any other law for the time being in force or in any
disposition, whether testamentary or otherwise, or in these Articles, in respect of such shares in or
Debentures of the Company, where a nomination made in the prescribed manner purports to
confer on any Person the right to vest the shares in, or Debentures of the Company, the nominee
shall, on the death of the shareholders or holder of Debentures of the Company or, as the case may
be, on the death of all the joint holders become entitled to all the rights in the shares or Debentures
of the Company to the exclusion of all other Persons, unless the nomination is varied or cancelled
in the prescribed manner under the provisions of the Act.

8.2 Where the nominee is a minor, it shall be lawful for the holder of the shares or holder of
Debentures to make the nomination to appoint, in the prescribed manner under the provisions of
the Act, any Person to become entitled to the shares in or Debentures of the Company, in the event
of his death, during the minority.

8.3 Any Person who becomes a nominee by virtue of the provisions of these Articles upon production
of such evidence as may be required by the Board and subject as hereinafter provided, elect,
either:

a) to be registered himself as holder of the shares or Debentures, as the case may be;

b) to make such transfer of the shares or Debentures, as the case may be, as the deceased

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 shareholder or Debenture holder, as the case may be, could have made; or

c) if the nominee, so becoming entitled, elects himself to be registered as holder of the

shares or Debentures, as the case may be, he shall deliver or send to the Company a
notice in writing signed by him stating that he so elects and such notice shall be
accompanied with death certificate of the deceased shareholder or Debenture holder and
the certificate(s) of shares or Debentures, as the case may be, held by the deceased in the
Company.

8.4 Subject to the provisions of Section 109 B (3) of the Companies Act and these Articles, the Board
may register the relevant shares or Debentures in the name of the nominee of the transferee as if
the death of the registered holder of the shares or Debentures had not occurred and the notice or
transfer were a transfer signed by that shareholder or Debenture holder, as the case may be.

8.5 A nominee on becoming entitled to shares or Debentures by reason of the death of the holder, or
joint holders shall be entitled to the same Dividend and other advantages to which he would be
entitled if he were the registered holder of the share or Debenture, except that he shall not before
being registered as holder of such shares or Debentures, be entitled in respect of them to exercise
any right conferred on a Member or Debenture holder in relation to Meetings of the Company.

8.6 The Board may, at any time, give notice requiring any such Person to elect either to be registered
himself or to transfer the shares or Debentures, and if the notice is not complied with within ninety
days, the Board may thereafter withhold payment of all dividends, bonuses, interest or other
moneys payable or rights accrued or accruing in respect of the relevant shares or Debentures, until
the requirements of the notice have been complied with.

8.7 Subject to the provisions of these Articles, any Person becoming entitled to shares in consequence
of the death, lunacy, bankruptcy or insolvency of any Member, or by any lawful means other than
by a transfer in accordance with these presents, may with the consent of the Board (which it shall
not be under any obligation to give) upon producing such evidence that he sustains the character in
respect of which he proposes to act under this Article of his title, act, as the holder of the shares or
elect to have some Person nominated by him and approved by the Board, registered as such
holder, provided nevertheless, that if such Person shall elect to have his nominee registered he
shall testify the election by executing to his nominee an instrument of transfer in accordance with
the provisions herein contained and until he does so, he shall not be freed from any liability in
respect of the shares.

8.8 A Person entitled to a share by transmission shall, subject to the right of the Directors to retain
such dividends or money as hereinafter provided, be entitled to receive and may give discharge for
any dividends or other moneys payable in respect of the share.

FURTHER ISSUE OF SHARES

Article 9 provides that

9.1 Where at the time after the expiry of two years from the formation of the Company or at any time
after the expiry of one year from the allotment of shares in the Company made for the first time
after its formation, whichever is earlier, it is proposed to increase the subscribed capital of the
Company by allotment of further shares either out of the unissued share Capital or out of the
increased share Capital then:

(a) Such further shares shall be offered to the Persons who at the date of the offer, are
holders of the shares of the Company, in proportion, as near as circumstances admit, to
the capital paid up on these shares at the date;

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 (b) Such offer shall be made by a notice specifying the number of shares offered and limiting
a time not less than thirty days from the date of the offer and the offer if not accepted,
within such time will be deemed to have been declined;

(c) The aforesaid offer shall be deemed to include a right exercisable by the Person
concerned to renounce the shares offered to him or any of them in favour of any other
Person and the notice referred to in sub-clause (b) shall contain a statement of this right.

d) After expiry of the time specified in the aforesaid notice or on receipt of earlier
intimation from the Person to whom such notice has been given that he declines to accept
the shares offered, the Board may dispose off them in such manner and to such Personas
they may think, in their sole discretion, fit.

9.2 Notwithstanding anything contained in Article 9.1 hereof, the further shares aforesaid may be
offered to any Person (whether or not those Persons include the Persons referred to in clause (a) of
Article 9.1 hereof) in any manner whatsoever.

(a) If a special resolution to that affect is passed by the Company in General Meeting, or

(b) Where no such special resolution is passed, if the votes cast (whether on a show of hands
or on a poll as the case may be) in favour of the proposal contained in the resolution
moved in the General Meeting (including the casting vote by the chairman) by the
Members who, being entitled to do so, vote in person, or where proxies are allowed, by
proxy, exceed the votes, if any, cast against the proposal by Members, so entitled and
voting and the central government is satisfied on an application made by the Board in this
behalf that the proposal is most beneficial to the Company.

9.3 Nothing in these Articles hereof shall be deemed:

(a) To extend the time within which the offer should be accepted; or

(b) To authorise any Person to exercise the right of renunciation for a second time
on the ground that the Person in whose favour the renunciation was first made
has declined to take the shares comprised in the renunciation.

9.4 Nothing in this Article shall apply to the increase of the subscribed capital of the
Company caused by the exercise of an option attached to the Debentures issued or loans
raised by the Company-

(i) To convert such Debentures or loans into shares in the Company; or

(ii) To subscribe for shares in the Company (whether such option is conferred in
these Articles or otherwise)

Provided that the terms of issue of such Debentures or the terms of such loans include a
term providing for such option and such term:

(a) Either has been approved by the Central Government before the issue of the
Debentures or the raising of the loans or is in conformity with rules, if any,
made by that Government in this behalf; and
(b) In the case of Debentures or loans or other than Debentures issued to or loans
obtained from Government or any institution specified by the Central
Government in this behalf, has also been approved by a special resolution
passed by the Company in General Meeting before the issue of the Debentures
or raising of the loans.

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CERTIFICATE OF SHARES

Article 10 provides that

10.1 Every Member shall be entitled, without payment, to one or more certificates in marketable lots,
for all the shares of each class or denomination registered in his name, or if the Board so approves
(upon paying such fee as the Board may from time to time determine) to several certificates, each
for one or more of such shares and the Company shall complete and have ready for delivery such
certificates within three months from the date of allotment, unless the conditions of issue thereof
otherwise provide, or within two months of the receipt of applications of registration of transfer,
transmission, sub-division, consolidation or renewal of any of its shares as the case may be. Every
certificate of shares shall be under the seal of the Company and shall specify the number and
distinctive numbers of shares in respect of which it is issued and amount paid-up thereon and shall
be in such form as the Board may prescribe or approve, provided that in respect of a share or
shares held jointly by several Persons, the Company shall not be bound to issue and deliver more
than one certificate and delivery of a certificate of shares to one or several joint holders shall be
sufficient delivery to all such holders.

10.2 If any certificate be worn out, defaced, mutilated or torn or if there be no further space on the back
thereof for endorsement of transfer, then upon production and surrender thereof to the Company, a
new certificate may be issued in lieu thereof and if any certificate is lost or destroyed then upon
proof thereof to the satisfaction of the Company and on execution of such indemnity as the
Company deems adequate, being given, a new certificate in lieu thereof shall be given to the party
entitled to such lost or destroyed certificate. Every certificate under this Article shall be issued
without payment of fees if the Board so decides, or on payment of such fees (not exceeding Rs. 2/-
for each certificate) as the Board shall prescribe. Provided that no fee shall be charged for issue of
a new certificates in replacement of those which are old, defaced or worn out or where there is no
further space on the back thereof for endorsement of transfer.

Provided that notwithstanding what is stated above the Board shall comply with such Rules or
Regulation or requirements of any stock exchange or the Rules made under the Companies Act or
the Rules made under the Securities Contracts (Regulation) Act, 1956 or any other Act, or Rules
applicable in this behalf.

The provisions of Article 10.2 shall mutatis mutandis apply to Debentures of the Company.

DEMATERIALISATION OF SECURITIES

Article 11 provides that

11.1 The provisions of this Article shall apply notwithstanding anything to the contrary contained in
any other Articles.

a) The Company shall be entitled to dematerialize securities and to offer securities in a

dematerialized form pursuant to the Depositories Act, 1996.

b) Every holder of or subscriber to securities of the Company shall have the option to
receive certificates for such securities or to hold the securities with a Depository. Such
a Person who is the Beneficial Owner of the securities can at any time opt out of a
Depository, if permitted by law, in respect of any securities in the manner provided by
the Depositories Act, 1996 and the Company shall, in the manner and within the time
prescribed, issue to the Beneficial Owner the required certificates for the securities. If a
Person opts to hold his securities with the Depository, the Company shall intimate such
Depository the details of allotment of the securities, and on receipt of the information,
the Depository shall enter in its record the name of the allottee as the Beneficial Owner

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 of the securities.

c) All securities held by a Depository shall be dematerialized and be in fungible form.

Nothing contained in Sections 153, 153A, 153B, 187B, 187C and 372A of the
Companies Act shall apply to a Depository in respect of the securities held by on
behalf of the Beneficial Owners.

d) (i) Notwithstanding anything to the contrary contained in the Companies Act or these
Articles, a Depository shall be deemed to be the registered owner for the purposes
of effecting transfer of ownership of securities of the Company on behalf of the
Beneficial Owner.
(ii) Save as required by Applicable Law, the Depository as the registered owner of the
securities shall not have any voting rights or any other rights in respect of the
securities held by it.

(iii) Every Person holding securities of the Company and whose name is entered as the
Beneficial Owner of securities in the record of the Depository shall be entitled to
all the rights and benefits and be subject to all the liabilities in respect of the
securities which are held by a Depository and shall be deemed to be a Member of
the Company.

e) Notwithstanding anything contained in the Companies Act or these Articles to the

contrary, where securities of the Company are held in a Depository, the records of the
Beneficiary Ownership may be served by such Depository on the Company by means
of electronic mode or by delivery of floppies or discs.

f) Nothing contained in Section 108 of the Companies Act or these Articles, shall apply
to a transfer of securities effected by a transferor and transferee both of whom are
entered as Beneficial Owners in the records of a Depository.

g) Notwithstanding anything contained in the Companies Act or these Articles, where

securities are dealt with by a Depository, the Company shall intimate the details thereof
to the Depository immediately on allotment of such securities.

h) Nothing contained in the Companies Act or these Articles regarding the necessity of
having distinctive numbers for securities issued by the Company shall apply to
securities held with a Depository.

i) The register of Members and index of beneficial owners maintained by a Depository

under the Depositories Act, 1996 shall be deemed to be the register and index of
Members and security holders for the purposes of these Articles.

LIEN

Article 12 provides that

12.1 The Company shall have a first and paramount lien upon all the shares/debentures (other than fully
paid-up shares/debentures) registered in the name of each Member (whether solely or jointly with
others) and upon the proceeds of sale thereof, for all monies (whether presently payable or not)
called or payable at a fixed time in respect of such shares and no equitable interest in any shares
shall be created except upon the footing and condition that this Article will have full effect. Any
such lien shall extend to all dividends and bonuses from time to time declared in respect of such
shares/ debentures. Unless otherwise agreed, the registration of a transfer of shares/ debentures
shall operate as a waiver of the Company’s lien, if any, on such shares/Debentures. The Board

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 may at any time declare any shares/debentures wholly or in part to be exempt from the provisions
of this clause.

PROCEEDINGS OF GENERAL MEETINGS

Article 13 provides that

13.1 The Company shall in each year hold a General Meeting as its Annual General Meeting in
addition to any other Meetings in that year. All General Meetings other than Annual General
Meeting shall be Extraordinary General Meetings. An Annual General Meeting shall be held
within six months after the expiry of the Financial Year in which the first Annual General Meeting
was held and thereafter, an Annual General Meeting of the Company shall be held within six
months after the expiry of each Financial Year, provided that, not more than fifteen months shall
elapse between the date of one Annual General Meeting and that of the next. Nothing contained in
the foregoing provisions shall be taken as affecting the right conferred upon the Registrar under
the provisions of Section 166(1) of the Companies Act to extend the time within which any
Annual General Meeting may be held. Every Annual General Meeting shall be called for on a time
during business hours, on a day that is not a public holiday, and shall be held at the registered
office or at some other place within the city in which the registered office is situated, as the Board
may determine, and the notices calling the General Meeting shall specify it as the Annual General
Meeting. The Company may in any Annual General Meeting fix the time for its subsequent
Annual General Meeting. Every Member of the Company shall be entitled to attend either in
person or by proxy and the auditor of the Company shall be entitled to attend and to be heard at
any General Meeting which he attends on any part of the business that concerns him as the auditor.
At every Annual General Meeting of the Company there shall be laid on the table the Directors’
report (if not already attached to the Audited statement of Accounts), the proxy register with
proxies and the register of Directors’ share holdings of which the latter register shall remain open
and accessible during the continuance of the General Meeting. The Board shall cause to be
prepared the annual list of Members, summary of the share capital, balance sheet and profit and
loss account and forward the same to the Registrar of Companies in accordance with Sections 159,
161 and 220 of the Companies Act.

13.2 The Board may, whenever it thinks fit, call an Extraordinary General Meeting and it shall do so
upon a requisition in writing by any Member or Members holding in the aggregate not less than
one-tenth of such of the Paid-Up Equity Share Capital as at the date carries the right of voting in
regard to the matter in respect of which the requisition has been made.

13.3 Any valid requisition so made by Members must state the objects of the Meeting proposed to be
called and must be signed by the requisitionists and be deposited at the registered office provided
that such requisition may consist of several documents in file form each signed by one or more
requisitionists.

13.4 Upon the receipt of any such requisition, the Board shall forthwith call an Extraordinary General
Meeting, and if they do not proceed within twenty-one days from the date of the requisition being
deposited at the Office to cause a Meeting to be called on a day not later than forty-five days from
the date of deposit of the requisition, the requisitionists, or such of their number as represents
either a majority in value, of the Paid-Up Equity Share Capital of the Company as is referred to in
Section 169(4) of the Companies Act, which ever is less, may themselves call the Meeting, but in
either case, any Meeting so called shall be held within three months from the date of the delivery
of the requisition as aforesaid.

13.5 Any Meeting called under the foregoing Articles by the requisitionists shall be called in the same
manner, as nearly as possible, as that in which General Meetings are to be called by the Board.

13.6 Twenty-one days’ notice at least or a shorter notice thereof subject however to the provisions of
Sections 171, 190 and 219 of the Companies Act of every General Meeting, Annual or

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 Extraordinary and by whosoever called, specifying the day, place and hour of the Meeting, and the
general nature of the business to be transacted thereat, shall be given in the manner hereinafter
provided, to such Persons as are under these Articles entitled to receive notice from the Company.
Provided that in the case of an Annual General Meeting with the consent in writing of all the
Members entitled to vote thereat and in the case of any other Meeting, with the consent of
Members holding not less than 95 percent of such part of the Paid Up Capital of the Company as
gives a right to vote at the Meeting may be convened by a shorter notice. In the case of an Annual
General Meeting, if any business other than

a) the consideration of the accounts, balance sheets and reports of the Board of Directors
and auditors,
b) the declaration of dividend,
c) the appointment of Directors in place of those retiring,
d) the appointment of and fixing of remuneration of the auditors,
is proposed to be transacted then in that event there shall be annexed to the notice of the
General Meeting a statement setting out all materials facts concerning each such item of
business including, in particular, the nature of concern or interest, if any, therein of every
Director, and the manager (if any).

Where any such item of special business relates to or affects any other company, the
extent of shareholding interest in other company of every Director and the manager, if
any, of the Company shall also be set out in the statement if the extent of such
shareholding interest is not less than twenty percent of the Paid-Up Equity Share Capital
of that other company. Where any item of business consists of the according of approval
to any document by the Meeting, the time and place where the document can be inspected
shall be specified in the statement aforesaid.

13.7 The accidental omission to give any such notice as aforesaid to any of the Members or the non
receipt thereof shall not invalidate the holding of the General Meeting or any resolution passed at
any such General Meeting.

13.8 No General Meeting, Annual or Extraordinary, shall be competent to enter upon, discuss or
transact any business which has not been mentioned in the notice or notices upon which it was
convened.

13.9 A body corporate being a Member shall be deemed to be personally present if it is represented in
accordance with Section 187 of the Companies Act.

13.10 The chairman (if any) of the Board shall be entitled to take the chair at every General Meeting,
whether Annual or Extraordinary, if there be no such chairman of the Board, or if at any meeting
he shall not be present within fifteen minutes of the time appointed for holding such meeting, or if
he shall be unable or unwilling to take the chair, then the Directors present may choose one of
their Member to be the chairman of the meeting. If no Director be present or if all the Directors
present decline to take the chair, then the Members present shall elect one of their number to be
chairman.

13.11 The chairman with the consent of the Members may adjourn any Meeting from time to time and
from place to place in the city in which it is held but, no business shall be transacted at any
adjourned Meeting other than the business, left unfinished at the Meeting from which the
adjournment took place. When a Meeting is adjourned for more than 30 days, notice of the
adjourned Meeting shall be given as in the case of an original Meeting. Save as aforesaid, it shall
not be necessary to give any notice of the adjournment or of the business to be transacted at an
adjourned Meeting.

13.12 At any General Meeting a resolution put to vote at the Meeting shall be decided on a show of
hands, unless a poll is before or on the declaration of the result of the show of hands, demanded by

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 at least five Members having the right to vote on the resolution and present in person or by proxy,
or by the chairman of the Meeting or by any Member or Members holding not less than one-tenth
of the total voting power in respect of the resolution or by any Member or Members present in
person or by proxy and holding shares in the Company conferring a right to vote on the resolution,
being shares on which an aggregate sum has been paid-up on all the shares conferring that right
and unless a poll is demanded, a declaration by the chairman that a resolution has on a show of
hands, been carried unanimously, or by a particular majority, or lost, and an entry to that effect in
the minute book of the Company shall be conclusive evidence of the fact, without proof of the
number or proportion of the votes recorded in favour of or against the resolution.

13.13 In the case of an equality of votes, the chairman shall, both on a show of hands and at a poll (if
any), have a casting vote in addition to the vote or votes to which he may be entitled as a Member.

13.14 If a poll is demanded as aforesaid, the same shall, subject to these Articles be taken at such time
(not later than forty-eight hours from the time when the demand was made) and place in the city or
town in which the Office of the Company is for the time being situated and either by open voting
or by ballot, as the chairman shall direct, and either at once or after an interval or adjournment or
otherwise, and the result of the poll shall be deemed to be the resolution of the General Meeting at
which the poll was demanded. The demand for a poll may be withdrawn at any time by the Person
or Persons who made the demand.

13.15 Where a poll is to be taken, the chairman of the Meeting shall appoint two scrutineers to scrutinize
the vote given on the poll and to report thereon to him. One of the scrutinizers so appointed shall
always be a Member (not being an officer or employee of the Company) present at the Meeting
provided such Member is available and willing to be appointed. The chairman shall have power at
any time before the result of the poll is declared to remove a scrutinizer from office and fill
vacancies in the office of scrutinizer from such removal or from any other cause.

13.16 Any poll duly demanded on the election of chairman of a Meeting or on any question of
adjournment shall be taken at the Meeting forthwith.

13.17 The demand for a poll except on the questions of the election of the chairman and of an
adjournment shall not prevent the continuance of a Meeting for the transaction of any business
other than the question on which the poll has been demanded.

13.18 Subject to these Articles, the quorum for a General Meeting shall be five shareholders present in
Person or by attorney. If the quorum is not present within half hour of the scheduled time for
holding of the General Meeting, the Meeting shall be adjourned for two weeks and reconvened at
the same time of the day and place and if such day is a public holiday then to the immediately
succeeding day which is not a public holiday, and if at such rescheduled Meeting a is not present
within thirty minutes of the time appointed for the Meeting, the shareholders present, being not
less than the quorum, if any, prescribed under the Act, shall form the quorum for the General
Meeting.

XIV VOTING RIGHTS

Article 14 provides that

14.1 No Member shall be entitled to vote either personally or by proxy/attorney, at any General
Meeting or meeting of a class of shareholders, either upon a show of hands or upon a poll in
respect of any shares registered in his name on which any calls or other sums presently payable by
him have not been paid or, in regard to which the Company has, and has exercised any right of
lien.

14.2 Subject to Section 87 of the Companies Act and these Articles, and save as provided below, every
Member holding any Preference Shares shall, in respect of such Preference Share capital, have a

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 right to vote only on resolutions placed before the Company which directly affect the rights
attached to his Preference Shares. Provided that any resolution for winding up the Company or for
the repayment or reduction of its share capital shall be deemed directly to affect the rights attached
to Preference Shares within the meaning of this clause.

14.3 Subject as aforesaid, every Member holding any Preference Share capital in the Company shall, in
respect of such capital, be entitled to vote on every resolution placed before the Company at any
meeting, if the dividend due on such capital or any part of such dividend has remained unpaid—

(i) in the case of cumulative Preference Shares, in respect of an aggregate period of note less
than two years preceding the date of commencement of the Meeting; and
(ii) in the case of non-cumulative Preference Shares, either in respect of a period of not less
than two years ending with the expiry of the financial year immediately preceding the
commencement of the Meeting or in respect of an aggregate period of not less than three
years comprised in the six years ending with the expiry of the financial year aforesaid.

14.4 For the purposes of this clause, dividend shall be deemed to be due on Preference Shares in respect
of any period, whether a dividend has been declared by the company on such shares for such
period or not,—

(a) on the last day specified for the payment of such dividend for such period, in the Articles or
other instrument executed by the Company in that behalf; or
(b) in case no day is so specified, on the day immediately following such period;
(c) where the holder of any Preference Share has a right to vote on any resolution in
accordance with the provisions of this sub-section, his voting right on a poll, as the holder
of such Preference Share, shall, subject to the provisions of section 89 and sub-section (2)
of section 92 of the Companies Act, be in the same proportion as the capital paid up in
respect of the Preference Share bears to the total paid-up equity capital of the Company.

14.5 Subject to the provisions of these Articles and without prejudice to any special privileges or
restrictions as to voting for the time being attached to any class of shares for the time being
forming part of the capital of the Company, every Member not disqualified by the last preceding
Articles shall be entitled to be present in person or by proxy or by attorney and to speak and vote
at such Meeting, and on a show of hands every Member present in person or through attorney
shall have one vote and upon a poll the voting fights of every Member present in person or by
proxy or by attorney shall be in proportion to his shares of the Paid-Up Equity Capital of the
Company. Provided, however, if any preference shareholder be present at any Meeting of the
Company, save as provided in clause (b) of sub-section (2) of Section 87 of the Companies Act, he
shall have a right to vote only on resolutions placed before the Meeting which directly affect the
rights attached to his preference shares.

14.6 On a poll taken at Meeting of the Company a Member entitled to more than one vote, or his proxy
or other Person entitled to vote for him, as the case may be, need not, if he votes, use all his votes
or cast in the same way all the votes he used or may abstain from voting.

14.7 A Member of unsound mind or in respect of whom an order has been made by any Court having
jurisdiction in lunacy may vote whether on a show of hands or on a poll, by his committee or other
legal guardian and any such committee or guardian may on poll vote by proxy, if any Member be
a minor, the vote in respect of his share or shares shall be by his guardian, or any of his guardians,
if more than one, to be selected in case of dispute by the chairman of the Meeting.

14.8 If there be joint holders of any shares, anyone of such Person may vote at any Meeting or may
appoint another Person (whether a Member or not) as his proxy or attorney in respect of such
shares. The proxy so appointed shall not have any right to speak at the Meeting and, if more than
one of such joint holders be present at any Meeting then one of the said Persons so present whose
name stands higher on the register of Members shall alone be entitled to speak and to vote in

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 respect of such shares, but the other joint-holder(s) shall be entitled to be present at the Meeting.
Several executors or administrators of a deceased Member in whose name shares stand shall for
the purpose of these Articles to be deemed joint holders thereof.

14.9 Subject to the provisions of these Articles, votes may be given either personally or by proxy or by
attorney. A body corporate being a Member may vote either by a proxy or by a representative duly
authorised in accordance with Section 187 of the Companies Act, and such representative shall be
entitled to exercise the same rights and powers (including the rights to vote by proxy) on behalf of
the body corporate which he represents as the body could exercise if it were an Individual
Member.

14.10 Any Person entitled to transfer any share may vote at any General Meeting in respect thereof in
the same manner, as if he were the registered holder of such shares, provided that forty eight hours
at least before the time of holding the Meeting or adjourned Meeting, as the case may be at which
he proposes to vote he shall satisfy the Directors of his right to transfer such shares and give such
indemnity (if any) as the Directors may require or the Directors shall have previously admitted his
right to vote at such Meeting in respect thereof.

14.11 Every proxy (whether a Member or not) shall be appointed in writing under the hand of the
appointer or his attorney, or if such appointer is a corporation under the common seal of such
corporation, or be signed by an officer or any attorney duly authorised by it, and any Committee or
guardian may appoint such proxy. The proxy so appointed shall not have any right to speak at the
Meeting.

14.12 An instrument of proxy may appoint a proxy either for the purpose of a particular Meeting
specified in the instrument and any adjournment thereof or it may appoint for the purpose of every
Meeting of the Company, or of every Meeting to be held before a date specified in the instrument
and every adjournment of any such Meeting.

14.13 A Member present by proxy shall be entitled to vote only on a poll.

14.14 The instrument appointing a proxy and the power of attorney or other authority (if any) under
which it is signed or a notarised copy of that power or authority shall be deposited at the Office
not later than forty eight hours before the time for holding the Meeting at which the Person named
in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as
valid. ‘No instrument appointing a proxy shall be valid after the expiration of twelve months from
the date of its execution.

14.15 Every instrument of proxy whether for a specified Meeting or otherwise shall, as nearly as
circumstances will admit, be in any of the forms set out in Schedule IX of the Act.

14.16 A vote given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death or insanity of the principal, or revocation of the proxy of any
power of attorney under which such proxy was signed, or the transfer of the share in respect of
which the vote is given, provided that no intimation in writing of the death or insanity, revocation
or transfer shall have been received at the Office before the Meeting.

14.17 No objection shall be made to the validity of any vote, except at any Meeting or poll at which such
vote shall be tendered, and every vote whether given personally or by proxy or by attorney, not
disallowed at such Meeting or poll shall be deemed valid for all purposes of such Meeting or poll
whatsoever.

14.18 Notwithstanding any thing contained in the foregoing, the Company shall transact such business,
as may be specified by the Central Government from time to time, through the means of postal
ballot. In case of resolutions to be passed by postal ballot, no Meeting need to be held at a
specified time and space requiring physical presence of Members to form a quorum. Where a

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 resolution will be passed by postal ballot the Company shall, in addition to the requirements of
giving requisite clear days notice, send to all the Members the following:
a) Draft resolution and relevant explanatory statement clearly explaining the reasons
thereof.

b) Postal ballot for giving assent or dissent, in writing by Members and

c) Postage prepaid envelope (by registered post) for communicating assents or dissents on
the postal ballot to the Company with a request to the Members to send their
communications within thirty days from the date of dispatch of notice.

14.19 The Company shall also follow such procedure, for conducting vote by postal ballot and for
ascertaining the assent or dissent, as may be prescribed by the Companies Act and the relevant
Rules made thereunder.

14.20 The chairman of any Meeting shall be the sole judge of the validity of every vote tendered at such
Meeting. The chairman present at the taking of a poll shall be the sole judge of the validity of
every vote tendered at such poll.

XV. MINUTES

Article 15 provides that

15.1 The Board shall respectively cause minutes of all proceedings of General Meetings and of all
proceedings at meetings of the Board or of committee of the Board to be duly entered in Books to
be maintained for that purpose in accordance with Section 193 of the Companies Act.

15.2 The minutes of each meeting shall contain:

(a) The fair and correct summary of the proceedings thereat

(b) Each page of every such book shall be initialed or signed and the last page of the record
of proceedings of such meeting in such Books shall be dated and signed by the chairman
of the same meeting or in the event of the death or liability of that chairman within that
period, by a Director duly authorised by the Board for the purpose.
(c) In no case the minutes of proceedings of a meeting shall be attached to any such book as
aforesaid by pasting or otherwise.
(d) The names of the Directors present at the meeting, in case of meeting of the Board or
committee of Board.
(e) The names of the Directors, if any, dissenting from or not consenting to the resolution, in
the case of each resolution passed at the meeting of Board or committee of Board.
(f) All appointments of officers made at any meeting.
(g) Any such minutes shall be evidence of the proceedings recorded therein.
(h) The Book containing the minutes of proceedings of General Meetings shall be kept at the
registered office and shall be open during business hours for such periods not being less
in the aggregate than two hours in each day as the Directors determine, to the inspection
of any Member without charge.

XVI. THE BOARD

Article 16 provides that

16.1 Except as otherwise required by the Articles, all resolutions and decisions of the Board shall be by
vote of a majority of the Directors present at a duly convened meeting of the Board. Except as
otherwise required by the Articles of Association or the Act, any action which can be taken by the
Board at a duly convened meeting may also be taken by a resolution by circulation as provided
Article 17.6 below.

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16.2. Constitution of the Board

(i) Until otherwise determined by a General Meeting of the Company, the number of Directors
(excluding debenture and alternate Directors, (if any) shall not be less than three nor more than
twelve.

(ii) Subject to Article 16.5, Mr. Kishore Biyani will be a permanent Director of the Company. Mr.
Kishore Biyani will not be liable to retire by rotation notwithstanding anything to the contrary
contained in any other clause in the Articles of Association.

(iii) If at any time the Company obtains any loan or any assistance in connection there with by way of
guarantee or otherwise from any person, firm, body corporate, local authority or public body
(hereinafter called “the institution”) or if at any time the Company issues any shares or debentures
and enters into any contract or arrangement with the institution, whereby the institution subscribes
for or underwrites the issue of the Company’s shares or debentures or provides any assistance to
the Company in any manner and it is a term of the relative loan, assistance, contract or agreement
that the institution shall have the right to appoint one or more directors to the Board, subject to the
terms and conditions of such loan, assistance, contract or arrangement, the institution shall be
entitled to appoint one or more director or directors, as the case may be, to the Board and to
remove from office any director so appointed and to appoint another in his place or in the place of
the director so appointed who resigns or otherwise vacates his office. Any such appointment or
removal shall be made in writing and shall be served at the registered office. The Director or
Directors so appointed shall not be liable to retire by rotation and shall continue in the office for so
long as the relative loan, assistance, contract or arrangement, as the case may be, subsists.

(iv) If it is provided by the trust deed, securing or otherwise in connection with any issue of debentures
of the Company, that any person or persons shall have power to nominate a Director of the
Company, then in the case of any and every such issue of debenture, the person or persons having
such power may exercise such power from time to time and appoint a Director accordingly. Any
director so appointed is herein referred to as “Debenture Director”. A Debenture Director may be
removed from office at any time by the person or persons in whom for the time being is vested the
power under which he was appointed and another Director may be appointed in his place. A
Debenture Director shall not be liable to retire by rotation and shall continue in office for so long
as the debentures are not redeemed.

(v) If the Company at any time has a minimum paid up capital of Rupees five crores or such sum as
may be prescribed and at least one thousand or more small shareholders, then the Company may,
suo motu or upon requisition of not less than one-tenth of the total number of small shareholders,
proceed to appoint a nominee from among the small shareholders as a Director of the Company.
The small shareholders’ director shall before his appointment, file his consent to act as a Director,
in writing to the Company and the tenure of such appointment shall be three years at a time
without retirement by rotation, but shall be eligible for reappointment for another tenure. He shall,
however, not be appointed as Managing Director or whole time director under any circumstances
and shall be subject to the same disqualifications and shall vacate his office on the same grounds
as are applicable to other Directors, in pursuance of these presents and the subject to the
provisions of the Act. The Company shall follow such rules as may be prescribed by the Central
Government in this behalf.

No small shareholders’ director appointed in accordance with the provisions of this Article shall
hold office at the same time as small shareholders’ director in more than two companies.

Provided that the number of Director’s liable to retire by rotation shall not be less than two-thirds
of the total number of Directors.

(vi) In case the Company obtains any loans/other facilities from any financial institution(s) and it a

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 term thereof that the said financial institutions shall have a right to nominate one or more
Directors, then subject to such terms and conditions as may be agreed upon, the said financial
institution(s) shall be entitled to nominate one or more Directors as the case may be, on the Board,
and to remove from office any such Directors so appointed, and to nominate another in his place
or in place of the Director so appointed who resigns or otherwise vacates his office. Any Director
so appointed shall not be liable to retire by rotation. Any such nomination shall be in writing and
shall be signed by the authority so appointing or by the person duly authorised by it, and shall be
served at the registered office.

16.3. Additional Directors Subject to Applicable Law and these Articles, the Board shall have power, at
any time and from time to time, to appoint any Person as a Director as an addition to the Board,
but so that the total number of Directors shall not, at any time exceed the maximum number fixed
by these Articles. Any Director so appointed shall hold office only until the next Annual General
Meeting of the Company but shall be eligible for re-election at such Meeting.

16.4. Alternate Directors If any Director is reasonably expected to be or is absent for a period of not less
than three calendar months from the state in India where the meetings of the Board are ordinarily
held, at the request of the shareholder who has nominated such Director and failing such request
from such shareholder, at the request of such Director, the Board shall, at a meeting of the Board
or by circulation of a written resolution of the Board in accordance with Applicable Law, appoint,
subject to Section 313 of the Companies Act, an Individual as an alternate Director to such
Director (the “Alternate Director”). The Alternate Director shall be an Individual, and the
shareholders shall cause their nominees on the Board to approve the appointment of such
Individual as an Alternate Director. An Alternate Director so appointed shall vacate office if and
when the absentee Director returns to the state in which meeting of the Board are ordinarily held
or the absentee Director vacates office as a Director

16.5. Removal of Directors

(i) The office of a Director shall ipso facto be vacated if:

(a) he fails to obtain within two months after appointment as director, or at any time thereafter ceases
to hold, the share qualification, if any, necessary for his appointment; or
(b) he is found to be unsound mind by a court of competent jurisdiction; or
(c) he has applied to be adjudicated as an insolvent and his application is pending; or
(d) he is adjudged insolvent; or
(e) he is convicted by a court in India of any offence involving moral turpitude and is sentenced in
respect thereof to imprisonment for not less than six months; or
(f) he fails to pay any call in respect of shares of the Company held by him, whether alone or jointly
with others, within six months from the last date fixed for the payment of the call; or
(g) he absents from three consecutive meetings of the Board or from all meetings of the Board for a
continuous period of three months, whichever is the longer, without obtaining leave of absence
from the Board; or
(h) he whether by himself or by any person for his benefit or on his account, or any firm of which he
is a partner or any private company of which he is a director, accepts a loan, or any guarantee or
security for a loan, from the Company in contravention of the provisions of the Act; or
(i) he acts in contravention of any of the provisions of the Act; or
(j) he has been disqualified by an order of a court of competent jurisdiction under the provisions of
the Act; or
(k) by notice in writing to the Company that he resigns his office; or
(l) any office or place of profit under the Company or under any subsidiary of the Company is held in
contravention of Section 314 of the Companies Act and by operation of that section he is deemed
to vacate the office.

(ii) Notwithstanding any matter or thing in Article 16.5 (i) (d), (e) and (j), the disqualification referred
to in those sub-clauses shall not take effect:

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(a) for thirty days from the date of adjudication sentence or order; or
(b) where an appeal or petition is preferred, within the thirty days aforesaid against the adjudication,
sentence or conviction resulting in the sentence, or order until the expiry of seven days from the
date on which such appeal or petition is disposed of; or
(c) where within the seven days aforesaid any further appeal or petition is preferred in respect of the
adjudication, sentence, conviction or order, and the appeal or petition, if allowed, would result in
the removal of the disqualification until such further appeal or petition is disposed of.

(iii) Each of the shareholders having the right under these Articles to appoint a nominee Director shall
be entitled to require removal of any or all of its nominee Directors on the Board and to have
another or others of its choice nominated for appointment in the place of such removed Directors.
For effecting the removal of any of its nominee Directors by a shareholder, such shareholder shall,
only by written instructions addressed to the Board and other shareholders, duly signed by an
authorised representative of such shareholder, requisition a General Meeting of the Company, and
upon receipt of such notice, the Board shall promptly convene a General Meeting of the Company
for the removal of such nominee Director.

16.6. Remuneration Subject to Applicable Law and these Articles, such of the Directors, as the Board
may decide, may be paid such remuneration as may be decided by the Board for services rendered.
Such remuneration may be either a fixed salary or a percentage of net profits or partly in one form
and partly in the other and may also provide for perquisites to the Directors like food, medical
benefit, club & school fees, etc. Further, the non-executive Directors may be paid sitting fees for
attending the meetings of the Board or any committee thereof, as may be decided by the Board, for
services rendered.
In addition to the above remuneration and perquisites payable to them the Directors may be paid
all travelling, hotel and other expenses actually incurred by them in connection with their travel
from and to their usual residence or from any other place where they might be present at the
relevant time to attend the meeting of the Board of Directors or any committee thereof or to attend
to some other business of the Company.

16.7. The continuing Directors may, notwithstanding any vacancy in the Board but so long as their
number is not reduced below the number fixed as the necessary quorum for a meeting, increase the
number of Directors or for the purpose of summoning a General Meeting of the Company, but for
no other purpose.

16.8. Casual Vacancies Any casual vacancies occurring on the Board, including, but without limitation,
as a result of death, resignation, removal or incapacity of any members of the Board, shall be filled
by the Board at a meeting in accordance with Applicable Law, in accordance with the nomination
made by the concerned shareholder. The Individual so appointed to fill such vacancy shall be an
Individual nominated by the shareholder that had nominated the Director whose position is to be
filled, and such Individual shall hold office until the date on which the Director in whose vacancy
he is appointed would have held office had the vacancy not occurred.

XVII. MEETINGS OF THE BOARD

Article 17 provides that

17.1. Meetings of Directors The Directors shall meet at least once in every three months for the
despatch of business and may adjourn and otherwise regulate their meetings and proceedings as
they deem fit, provided that at least four such meetings shall be held in a year.

17.2. Notice Notice of every meeting of the Board of Directors shall be given in writing to every
Director for the time being in India, and at his usual address in India, to every other Director.

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17.3. Meeting through video-conferencing or tele-conferencing Subject to applicable provisions of the
Companies Act or any other Applicable Law, the Company shall have the power to hold a meeting
of the Board, and any committees thereof, through video-conferencing or tele-conferencing.

17.4. Quorum for Board Meeting No business shall be transacted at any Board meeting unless a quorum
is present at the meeting. In the first instance, the quorum for meetings of the Board shall be at
least one- third of the Board, subject to Section 287 of the Companies Act. If within half an hour
from the time appointed for a meeting, a quorum as aforesaid is not present, the meeting shall
stand adjourned to the same day in the next week at the same time and place or to such other later
day and at such other time and place as the chairman may determine. If at such adjourned meeting
also, a quorum is not present, the meeting shall stand adjourned for a further half an hour and if
the quorum as aforesaid is still not present but the Directors present are at least one third of the
Board, they shall constitute a quorum.

17.5. Voting Except as otherwise required by these Articles or the Companies Act, all resolutions and
decisions of the Board shall be by vote of a majority of the Directors present at a duly convened
meeting of the Board. Except as otherwise required by these Articles or the Companies Act, any
action which can be taken by the Board at a duly convened meeting may also be taken by a
resolution by circulation as provided in Article 17.6 below. Except the chairman, no Director shall
have a second or a casting vote.

17.6. Board Resolutions by Circulation Subject to Applicable Law, a written resolution that has been
circulated in draft to all Directors (together with the necessary documents, if any) and signed by a
majority of Directors shall be a valid and effectual as if it is a resolution passed at a duly convened
Board meeting. For the purposes of this Article “signed” shall include signature transmitted
through facsimile.

17.7. Powers of the Board

The property, business and affairs of the Company shall be managed exclusively under the
supervision and direction of the Board save and except as the Applicable Law and these Articles
may otherwise provide or allocate responsibility for any matter to any shareholder or Director or
any other Person. The Board may exercise all such powers of the Company and have such
authority and do all such lawful acts and things as are permitted by Applicable Law and the
Company’s Memorandum of Association and these Articles.

The Board shall exercise the following powers on behalf of the Company only by means of
resolutions passed at meetings of the Board:-

(i) the power to make calls on shareholders in respect to money unpaid on their shares.
(ii) the power to issue Debentures.
(iii) the power to borrow moneys otherwise than on Debentures.
(iv) the power to make loans.

The Board may, from time to time and subject to the restrictions contained in Section 292 of the
Act, delegate to a committee or committees consisting of one or more Directors, or to such
managers, secretaries, agents, officers, assistants and other employees or other Persons as it may
deem fit, any of the powers, authorities and discretion for the time being vested in the Directors
and may, at its own discretion, revoke such powers, authorities and discretions.

Subject to provision of these Articles all deeds agreements and documents and all cheques,
promissory notes, drafts, hundies, bills of exchange and other negotiable instruments and all
receipts for moneys paid to the Company shall be signed, drawn, accepted or endorsed by the
Persons authorised by the Board in this behalf.

Subject to the provisions of Sections 297 and 299 of the Act, no Director shall be disqualified, by
virtue of his office, for Contracting with the Company, either as vendor or purchaser or otherwise,

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 nor shall any Contract or arrangement entered into by or on behalf of the Company with a Director
or any Company or partnership firm in which a Director is a member or otherwise interested be
avoided nor shall any Director so Contracting or being such member or so interested be liable to
account to the Company for any profit realized from any such Contract or any arrangement by
reason only of such Director holding that office or of the fiduciary relationship thereby
established, provided that he shall disclose the nature of his interest at the meeting of the Board at
which the Contract or arrangement is determined, if his interest then exists or in any other case at
the first meeting of Board after the acquisition of his interest.

17.8. Notice By Interested Director A general notice that the Director is a member of a specified firm or
company shall, as regards any such transaction be sufficient disclosure under this article and after
such general notice it shall not be necessary for the interested Director to give any special notice
relating to any particular transaction with such firm or company.

XVIII. CHAIRMAN

Article 18 provides that

18.1 The Board shall appoint a chairman of its meetings and determine the period for which he is to
hold office. If no chairman is appointed, or if at any meeting of the Board the chairman is not
present within five minutes after the time appointed, for holding the same, the Directors present
shall choose some one of their member to be the chairman of such meeting.

XIX. MANAGING DIRECTOR AND WHOLETIME DIRECTORS

Article 19 provides that

19.1 Subject to Applicable Law and provisions hereof, the Board may, appoint one or more Directors
as the Managing Director (by whatever name called) for the management of the Company’s
affairs, for such period and on such terms as it deems fit. His/their appointment shall be
automatically terminated if he/they cease to be Director/Directors. His/Their remuneration shall be
decided by the Board from time to time.

19.2 The Managing Director shall be responsible for the conduct of the day-to-day management,
business and affairs of the Company. The Managing Director shall undertake the management of
the Company and perform all the administrative functions and other duties of the Company
necessary for the effective transaction of its business with full powers to do all acts, matters and
things deemed necessary, proper and expedient thereof and generally to exercise all the power and
authorities of the Company except such of them as by the Act or any statutory modifications
thereof for the time being in force or by these presents are or may be expressly directed to be
exercised by the Company in a General Meeting or by the Board, provided that on subsequent
regulation it shall not invalidate any prior act of the Managing Director which would have been
valid if such regulation had not been made.

19.3 The Managing Director shall be delegated by the Board adequate power and authority to
undertake, conduct and carry on the day-to-day management, Business and affairs of Company.
The Managing Director shall report to and function subject to the supervision, direction and
Control of the Board.

19.4 The Wholetime Directors shall act subject to the direction, supervision and control of the Board
and shall report to the Managing Director. Their powers and duties shall be determined from time
to time by resolution of the Board.

19.5 The term of office of the Managing Director and the Wholetime Directors shall be determined by a
resolution of the Board but in no event shall the term be longer than five years, subject however,
to renewal at the end of each such term.

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19.6 Subject to Section 292 of the Act, and these Articles the Board may entrust to and confer upon the
Managing Director any of powers exercisable by them upon such terms and conditions and with
such restrictions as they may think fit and either collaterally with or to the exclusion of their own
powers and may, from time to time, revoke, withdraw, alter, or vary all or any of such powers. The
Managing Director shall have the following powers exercisable under the superintendence and
Control of the Board until otherwise decided by the Company in a General Meeting.

(i) To purchase or otherwise acquire for the Company any property rights or privileges
which the Company is authorized to acquire and to sell, let exchange or otherwise
dispose off or deal with all or any part of the property rights or privileges of the Company
at such price and for such consideration and on such terms and conditions as he may
deem expedient.
(ii) To enter into, carryout, rescind or vary all financial arrangement with banks, Persons,
companies, corporations or other bodies for or in connection with the Business of the
Company.
(iii) Subject to the limitations laid down by Board under Sections 58A and 292 of the Act, to
raise or borrow, from time to time and at his discretion, any sums of money or make any
arrangements for finance for the purpose of the Company and to secure the payment of,
such sum or sums in such manner and upon such terms and conditions in all respects as
he may think fit and in particular by making, drawing, accepting or endorsing on behalf
of the Company any promissory notes or bills of exchange or by issuing receipts of the
Company or by giving any security of the Company or by creating mortgage or charge
overall or any part of the property of the Company.
(iv) To appoint from time to time and at his discretion, for the purpose of the, Company,
managers, secretaries, agents, experts and other officers, clerks, servants and other
employees of the Company on such terms and conditions as he may deem expedient and
to determine their powers and duties and at his discretion to terminate the services of any
one or more of them as he may deem expedient.
(v) To institute, defend, compromise, withdraw or abandon any legal proceedings by or
against the Company or otherwise concerning the affairs of the Company and to act on
behalf of the Company in all matters relating to any governmental agency or authority
including those relating to taxation, licensing, excise and customs and in matters
pertaining to the insolvency or liquidation and to apply for and obtain letters of
administration, with or without a will, to the estate of Persons with whom the Company
shall have dealings.
(vi) To make, draw, sign, accept, endorse, negotiate and otherwise execute on behalf of the
Company all cheques, promissory notes, drafts, pay orders, bills of exchange, bills of
lading and other documents of titles and securities including securities of Government of
India and other promissory notes, Contracts transfer deeds and other instruments as shall
be necessary in his opinion for carrying on the Business of the Company.
(vii) Subject to the over all limit fixed by the Board under Section 292 of the Act, to invest
and deal with the moneys of the Company not immediately required for the purposes
thereof in such securities or investments and in such manner as he thinks fit and from
time to time, to vary or realize or otherwise deal, with such securities and investments.
(viii) To negotiate and enter into any Contract and execute, rescind or vary all such Contracts
and do all acts, deeds and things in the name and on behalf of the aforesaid or otherwise
for the Business of the Company.

XX. BORROWING POWERS

Article 20 provides that

20.1 Subject to Sections 58A and 292 and any other applicable provisions of the Companies Act or
other Applicable Law and these Articles, the Board may from time to time guarantee, raise or
borrow any sums of money for and on behalf of the Company from the Members or from other

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 Persons, companies or banks or financial institutions, or the Directors may themselves advance
money to the Company on such terms and conditions as may be approved by the Board, provided
that the Board shall not without the sanction of the Company in a General Meeting borrow any
sum of money which together with money borrowed by the Company (apart from temporary loans
obtained from the Company’s bankers in the ordinary course of business) exceed the aggregate for
the time being of the Paid Up Capital of the Company and its free reserves, that is to say, reserves
not set aside for any specific purpose.

20.2 Subject to the provisions of Applicable Law and these Articles, the Board may from time to time
secure the payment of such money in such manner and upon such terms and conditions as it thinks
fit and in particular by the issue of Debentures or bonds of the Company or by mortgage or charge
on all or part of the properties of the Company.

20.3 Any Debentures, Debenture stock or other securities may be issued at a discount, premium or
otherwise and may be issued on the condition that they shall be convertible into shares of any
denomination and with any privileges and conditions as to redemption, surrender, drawing,
allotment of shares, attending (but not voting) the General Meeting, appointment of Directors and
otherwise. Debentures with a right of conversion into or allotment of shares shall be issued only
with the consent of the Company in the General Meeting by a special resolution.}

20.4 Save as provided in Section 108 of the Companies Act, no transfer of debentures shall be
registered unless a proper instrument of transfer duly stamped and executed by the transferor and
transferee has been delivered to the Company together with the certificate or certificates of the
Debentures.

20.5 If the Board refuses to register the transfer of any debentures, the Company shall, within one
month from the date on which the instrument of transfer was lodged with the Company, send to
the transferee and to the transferor the notice of such refusal.

20.6 The Board shall cause a proper register to be kept in accordance with the provisions of Section
143 of the Companies Act, of all mortgages, debentures and charges specifically affecting the
property of the Company, and shall cause the requirements of Sections 118 and 125 and 127 to
144, both inclusive of the Companies Act in that behalf to be duly complied with by the Board.

20.7 The Company shall, if at any time it issues debentures, keep the register and index of debenture
holders in accordance with Section 152 of the Act. The Company shall have the power to keep in
any state or country outside India a branch register of debenture-holders resident in that state or
country.

XXI. DIVIDENDS AND RESERVES

Article 21 provides that

21.1 The profits of the Company, subject to any special rights relating thereto created or authorized to
be created by these Articles, and subject to the provisions of these Articles shall be divisible
among the Members in proportion to the amount of capital paid-up on the shares held by them
respectively.

21.2 Subject to the provisions of these Articles, the Company in General Meeting may declare
dividends but no dividend shall exceed the amount recommended by the Board. However, the
Company in a General Meeting may declare a smaller dividend.

21.3 Any General Meeting declaring a dividend may make a call on the Members of such amount as is
decided at such Meeting. If the call on each Member does not exceed the dividend payable to him
and the call is made payable at the same time as the dividend, the dividend may, if so arranged
between the Company and the Member, be set off against the call.

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21.4 No dividends shall be paid otherwise than in cash or out of the profits of the year or any other
undistributed profits of earlier years and no dividends shall carry interest as against the Company.
The declaration of the Board of Directors as to the amount of the profits of the Company shall be
conclusive.

21.5 Subject to the provisions of these Articles, the Board of Directors may, from time to time, pay to
Members such interim dividends as appear to be justified by the profits of the Company.

(i) Subject to the rights of Persons if any, entitled to shares with special rights as to
dividends, it shall be declared and paid according to the amounts paid or credited as paid
on the shares in respect whereof the dividends are paid.
(ii) No amount paid or credited as paid on shares in advance of calls shall be treated for the
purposes of this Article as “paid on the share”.

(iii) All dividends shall be apportioned and paid proportionately to the amounts paid or
credited as paid on the shares during any portion or portions of the period in respect of
which the dividends is paid but if any share is issued on terms providing that it shall rank
for dividends as from a particular date, such share shall rank for dividend accordingly.

21.6 The Board may, from time to time, before recommending any dividend, set apart such portion of
the profits of the Company as they think fit as a reserve fund, equalization fund or depreciation
fund to meet contingencies or for the liquidation of any debentures, debts or other liabilities of the
Company or for repairing, improving and maintaining any of the property of the Company, and for
such other purposes of the Company as the Board in its absolute discretion may think prudent, and
may invest the sum so set aside in such manner as it may think fit.

21.7 The Board of Directors may also carry forward any profits which it may think prudent not to
divide without setting them aside as a reserve.

21.8 The Board of Directors may retain any dividend or other moneys payable in respect of a share on
which the Company has a lien, and may apply the same in or towards satisfaction of the debts,
liabilities or engagements in respect of which the lien exists.

21.8 If the Company has not provided for depreciation for any previous Financial Year or years, it
shall, before declaring or paying a dividend for any Financial Year, provide for such depreciation
out of the profits of the Financial Year or years.

21.9 If the Company has incurred any loss in any previous Financial Year or years, the amount of the
loss or any amount which is equal to the amount provided for depreciation for that year or those
years whichever is less, shall be set off against the profits or the Company in the year for which
the dividend is proposed to be declared or paid or against the profits of the Company for any
previous Financial Year or years arrived at in both cases after providing for depreciation in
accordance with the provisions of sub-section (2) of Section 205 of the Companies Act, or against
both.

21.10 Where capital is paid in advance of calls, such capital may carry interest but shall not in respect
thereof confer a right to dividend or participate in profits.

21.11 A transfer of shares shall not pass the right to any dividend thereon before the registration of the
transfer.

21.12 Any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque
or warrant or by a pay order or receipt having the force of a cheque or warrant, sent through
internationally or nationally recognized courier, to the registered address of the Members or
Person entitled or in case of joint shareholders to the registered address of that one of the joint

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 shareholders who is first named on the register of Members or to such Person and to such address
as the shareholders of the joint shareholders may in writing direct. Every such cheque or warrant
shall be made payable to the order of the Person to whom it is sent. The Company shall not be
liable or responsible for any cheque warrant, pay order or receipt lost in transmission or for any
cheque or warrant or the forged signature of any pay order or receipt or the fraudulent recovery of
the dividend by any other means.

21.13 Any one of two or more joint holders of a share may give effectual receipts for any dividends or
other moneys payable in respect of such share.

21.14 No Member shall be entitled to receive payments of any interest or dividend in respect of his share
or shares, while any money may be due or owing from him to the Company in respect of such
share or shares or otherwise howsoever, either alone or jointly with any other Person or Persons
and the Board may deduct from the interest or dividend payable to any Member all sums of money
so due from him to the Company.

21.15 Where the Company has declared a dividend which has not been paid or the dividend warrant in
respect thereof has not been posted within 30 days from the date of declaration to any shareholder
entitled to the payment of the dividend the Company shall within seven days from the date of
expiry of the said period of 30 days, open a special account in that behalf in any scheduled bank
called “Unpaid Dividend of Future Venture India Limited” and transfer to the said account, the
total amount of dividend which remains unpaid or in relation to which no dividend warrant has
been posted.

21.16 Any money transferred to the unpaid dividend account of the Company which remains unpaid or
unclaimed for a period of seven years from the date of such transfer, shall be transferred by the
Company to the fund known as the Investor Education and Protection Fund, established under
Section 205C of the Companies Act.}
21.17 No unclaimed or unpaid dividend shall be forfeited by the Board.

XXII. CAPITALISATION OF PROFITS

Article 22 provides that

22.1. (i) The Company in General Meeting may, upon the recommendation of the Board, resolve
that it is desirable to capitalize whole or any part of the amount for the time being
standing to the credit of any of the Company’s reserve account or to credit to the profit
and loss account, and available for dividend or representing premiums received on the
issue of shares and standing to the credit of the Securities Premium Account be
capitalised and distributed among such of the Members as would be entitled to receive
the same if distributed by way of dividend in the same proportions on the footing that
they become entitled thereto as capital, and that all or any part of such capitalised fund be
applied on behalf of such Members in paying up in full any unissued shares or debentures
of the Company, which shall be distributed accordingly or in or towards payment of the
uncalled liability on any issued shares, so that such distribution or payment shall be
accepted by such Members in full satisfaction of’ their interest in the said capitalised
sum. Provided that any sum standing to the credit of a Securities Premium Account or a
Capital Redemption Reserve Fund may, in accordance with the applicable provisions of
the Companies Act, for the purposes of these Articles, only be applied in the paying up of
unissued shares to be issued to Members as fully paid bonus shares.

(ii) The sum aforesaid shall not be paid in cash but shall be applied either in or towards:

(a) Paying up any amount for the time being unpaid on any shares held by such
Members;

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 (b) Paying up in full unissued shares of the Company to be allotted, distributed and
credited as fully paid up;
(c) Partly in the way specified in sub-clause (a) and partly in the way specified in
sub-clause (b) above.

(iii) The Board shall give effect to the resolution passed by the Company in pursuance of this
Article.

The Company in a General Meeting may resolve that any surplus money arising from the
realization of any capital asset of the Company or any investments representing the same, or any
other undistributed profits of the Company, be distributed among the Members.

22.2. The Board shall have power to:

(a) make such provision for the issue of fractional certificates or for payment in cash or
otherwise as they think fit, in the event shares become distributable in fractions and
also:

(b) accept authorization of any Person to enter on behalf of all the Members entitled thereto,
into an agreement with the Company providing for allotment to them respectively as fully
paid up of any further shares to which they may be entitled upon such capitalisation or as
the case may require for the paying up by the Company on their behalf by the application
thereto, their respective proportions of the profits resolved to be capitalised of the amounts
or any part of the amounts remaining unpaid on these existing shares.

(c) An agreement as such shall be effective and binding on all such Members.

XXIII. ACCOUNTS

Article 23 provides that

23.1 The Board shall cause proper Books of accounts to be maintained under section 209 of the
Companies Act.

23.2 The Board shall lay before each Annual General Meeting duly audited profit and loss account for
the Financial Year and the balance sheet made upto the end of that year.

23.3 The Directors shall, if they consider it to be necessary and in the interest of the Company, be
entitled to amend the Audited Accounts of the Company, of any Financial Year which have been
laid before the Company in General Meeting. The amendments to the Accounts effected by the
Directors in pursuant of these Articles shall be placed before the Members in the General Meeting
for their consideration and approval.

XXIV. AUDIT

Article 24 provides that

24.1 The balance sheet and profit and loss account of the Company will be audited once a year by a
qualified auditor for certification of correctness as per the provisions of the Companies Act.

24.2 Statutory auditors shall be appointed and their rights and duties regulated in accordance with the
provisions of the Act.

24.3 The remuneration of the auditors shall be fixed by the Company in a General Meeting, or by the
Board, if so decided at the General Meeting.

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24.4 Any casual vacancy in the office of the statutory auditors may be filled by the Company in a
General Meeting or by the Board, if so decided at the General Meeting.

XXV. INSPECTION

Article 25 provides that

25.1 The Books shall be open for inspection by any Director during business hours.

25.2 No Member (not being a Director) shall have any right to inspect any Books or accounts of the
Company except as conferred by law or as authorized by the Board or by the Company in its
General Meeting.

25.3 The Board of Directors shall from time to time determine whether and to what extent and at what
times and places and under what conditions or regulations the Books shall be open to the
inspection of Members, not being Directors.

25.4 Subject to the provisions of Section 209-A of the Companies Act, any Person, whether a Member
or not, is entitled to inspect any register, return certificate, deed instrument or document required
to be maintained by the Company, on his giving notice in writing of his intention, of not less than
twenty four hours, be permitted to inspect the same during business hours.

25.5 Subject to the provisions of Section 154(1) of the Companies Act, close the register of Members
or the register of debenture holders, as the case may be.

XXVI. COMMON SEAL

Article 26 provides that

26.1 The Board shall provide a common seal for the purpose of the Company, and shall have power
from time to destroy the same and substitute a new seal in lieu thereof, and the Board shall provide
for the safe custody of the seal for the time being, and the seal shall never be used except by the
authority of a resolution of the Board or a committee of the Board.

26.2 Every deed or other instrument to which the seal of the Company is required to be affixed shall be
signed by a Director and either by the Company Secretary or by any other Person authorized by
the Board of Directors; provided nevertheless that certificates of shares shall be signed in
accordance with the Companies (Issue of share certificate) Rules, 1960 and certificates of
debentures may be signed by one Director, whose signatures on such certificates of shares or
debentures, when so authorized by the Board may be affixed and reproduced by mechanical
means.

26.3 Save as otherwise provided in the Companies Act or in these Articles, a document or any
resolution passed by the Company or the board and any books of the Company requiring
authentication by the Company many be signed by a Director or the Company Secretary or an
authorised officer duly appointed for this purpose by the Board or a committee of the Board, and
need not be under the Company’s Seal.

XXVII. NOTICE

Article 27 provides that

27.1 Notice of documents may be given or served by the Company to any Member either personally or
by sending it by post to him at his registered address or, if it has no registered address in India, at
the address, if any which is supplied by him to the Company for the purpose of giving notice to

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 him. All notices and communications shall be deemed received upon: (a) actual receipt thereof by
the addressee; (b) actual delivery thereof to the appropriate address; or (c) in the case of a
facsimile transmission, upon transmission thereof by the sender and the issuance by the
transmitting machine of a confirmation slip confirming that the number of pages constituting the
notice have been transmitted without error.

27.2 The Company shall comply with the provisions of Sections 51 and 53 of the Act.

XXVIII. WINDING UP

Article 28 provides that

28.1 If the Company shall be wound up, the liquidator may, with the sanction of a special resolution of
the Company and any other sanction required by the Companies Act, divide among the Members,
in specie or kind the whole or any part of the assets of the Company, whether they consist of
property of the same kind or not.

28.2 For the purposes aforesaid, the liquidator may set such value as he deems fair upon any property
to be divided as aforesaid and may determine how such division shall be carried out as between
the Members or different classes of Members.

28.3 The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees
upon such trusts for the benefit of the contributories as the liquidator with the like sanction, shall
think fit, but such that no Member shall be compelled to accept any share or other securities where
on there is any liability.

INDEMNIFICATION

Article 30 provides that

30.1 Subject to Section 201 and any other applicable provisions of the Companies Act, every
Chairman, Director, Auditor, Chairman/Managing Director or other officer of the Company and
any trustees for the time being acting in relation to any affairs of the Company and their heirs and
executors (“Indemnified Person”) shall be indemnified out of the funds of the Company against all
bona fide suits, proceedings, costs, charges, losses, damages or other liability that has been or may
be incurred by such Indemnified Person, in the execution of their respective duties in their
respective offices, except in relation to any acts of wilful neglect or default.

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 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

Copies of the following contracts which have been entered or are to be entered into by the Company
(not being contracts entered into in the ordinary course of business carried on by the Company or
contracts entered into more than two years before the date of this Draft Red Herring Prospectus) which
are or may be deemed material have been attached to the copy of this Draft Red Herring Prospectus
delivered to the Registrar of Companies, Tamil Nadu at Chennai for registration. Copies of the
abovementioned contracts and also the documents for inspection referred to hereunder, may be
inspected at the Registered and Corporate Office of the Company located from 10.00 a.m. to 4.00 p.m.
on working days from the date of this Draft Red Herring Prospectus until the date of closure of the
Issue.

A. Material Contracts

1. Letter of Engagement dated July 6, 2007 for the appointment of JM Financial Consultants Private
Limited as BRLM.

2. Letter of Engagement dated July 6, 2007 for the appointment of Enam Securities Private Limited
as BRLM.

3. Letter of Engagement dated July 6, 2007 for the appointment of Kotak Mahindra Capital
Company Limited as BRLM.

4. Letter of Engagement dated February 18, 2008 for the appointment of ICICI Securities Limited as
BRLM.

5. Letter of Engagement dated February 14, 2008 for the appointment of Edelweiss Capital Limited
as BRLMs.

6. Letter of Engagement dated February 14, 2008, for the appointment of Centrum Capital Limited
as CBRLM.

7. Letter of Engagement dated February 14, 2008 for the appointment of Collins Stewart Inga Private
Limited as CBRLM.

8. Letter of Engagement dated February 14, 2008 for the appointment of India Infoline Limited as
CBRLM.

9. Memorandum of Understanding dated February 20, 2008 between the Company, the BRLMs and
the CBRLMs.

10. Memorandum of Understanding dated February 20, 2008 among the Company and the Registrar
to the Issue.

11. Escrow Agreement dated [•] among the Company, BRLMs, CBRLMs, Escrow Collection Bank
and the Registrar to the Issue.

12. Underwriting Agreement dated [•] among the Company, BRLMs, CBRLMs and the Syndicate
Members.

13. Syndicate Agreement dated [•] among the Company, BRLMs, CBRLMs and the Syndicate
Members.

14. Monitoring Agency Agreement dated [●] between the Company and [●].

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B. Documents for Inspection

1. Certified copies of the updated Memorandum and Articles of Association of the Company as
amended from time to time.

2. Certificate of Incorporation of the Company, as amended.

3. Copies of annual reports of the Company for last five years.
4. IPO Resolutions of the Board and the shareholders of the Company authorising the Issue.
5. General powers of attorney executed by the Directors in favour of person(s) for signing and
making necessary changes to this Draft Red Herring Prospectus and other related documents.
6. The report of Deloitte Haskin & Sells, Chartered Accountant, the statutory auditors, dated
February 20, 2008 prepared as per Indian GAAP and mentioned in this Draft Red Herring
Prospectus together with copies of balance sheet and profit and loss account of the Company
referred to therein.

7. Consent from the Auditors for inclusion of their names as the statutory auditors and of their
reports on accounts in the form and context in which they appear in this Draft Red Herring
Prospectus.

8. The Tax Benefit Report dated November 13, 2007 from the Company’s statutory auditors.

9. Consents of Auditors, Bankers to the Company, the BRLMs, CBRLMs, Advisor to the Issue,
Syndicate Members, Registrar to the Issue, Banker to the Issue, Bankers to the Company,
Domestic Legal Counsel to the Company, Domestic Legal Counsel to the Underwriters,
International Legal Counsel to the Underwriters, Directors of the Company, Monitoring Agency
and Company Secretary and Compliance Officer, as referred to, in their respective capacities.

10. Consent of [●], a SEBI registered IPO grading agency, for inclusion of its grading of the Issue in
the Red Herring Prospectus.

11. Applications dated [•] for in-principle listing approval from the BSE and the NSE.

12. In-principle listing approval dated [•] and [•] from the BSE and the NSE respectively.

13. Agreement between NSDL, the Company and the Registrar to the Issue dated [•].

14. Agreement between CDSL, the Company and the Registrar to the Issue dated [•].
15. Due diligence certificate dated February 21, 2008 to SEBI from JM Financial Consultants Private
Limited, Enam Securities Private Limited, Kotak Mahindra Capital Company Limited, Edelweiss
capital Limited and ICICI Securities Limited.
16. Consulting and Advisory Services Agreement dated February 20, 2008 between the Company and
Future Capital Holdings Limited
17. Securities Purchase Agreement dated October 26, 2007 between the Company and Future Capital
Holdings Limited
18. Share Subscription Agreement dated October 26, 2007 between the Company and Sankalp Retail
Value Stores Private Limited and its promoters
19. Shareholders Agreement dated October 26, 2007 between Sankalp Retail Value Stores Private
Limited, its promoters, Neem Tree Capital Private Limited and the Company.
20. Securities Purchase Agreement dated January 31, 2008 between the Company and Pantaloon

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 Retail (India) Limited.
21. Share Subscription Agreement between the Company, SSIPL Retail Private Limited and others
dated December 17, 2007.
22. Securities Purchase Agreement between the Company and Pantaloon Retail (India) Limited dated
January 31, 2008.

Any of the contracts or documents mentioned in the Draft Red Herring Prospectus may be amended or
modified at any time if so required in the interest of the Company or if required by the other parties,
without reference to the shareholders subject to compliance with the provisions contained in the
Companies Act and other relevant statutes.

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 DECLARATION

We, hereby declare that all relevant provisions of the Companies Act, 1956 and the guidelines issued
by the Government or the guidelines issued by the Securities and Exchange Board of India established
under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have
been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the
provisions of the Companies Act, 1956, the Securities and Exchange Board of India Act, 1992 or the
Rules made there under or guidelines issued, as the case may be. We further certify that all statements
in this Draft Red Herring Prospectus are true and correct.

SIGNED BY THE DIRECTORS OF THE COMPANY

________________________
Mr. G.N. Bajpai Chairman, Non-Executive and Independent Director

_______________________
Mr. Kishore Biyani Managing Director

_______________________
Mr. Sameer Sain Non-Executive and Non-Independent Director

_______________________
Mr. Rakesh Jhunjhunwala Non-Executive and Independent Director

_______________________
Mr. Anil Harish Non-Executive and Independent Director

_______________________
Mr. Dhanpal A. Jhaveri Non-Executive and Non-Independent Director

____________________________
Mr. Ashutosh Vidwans
Assistant Vice-President Finance

Date: February 21, 2008

Place: Mumbai

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