Future Ventures India Ltd

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

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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: [email protected]

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: [email protected] Investor Grievance Email: [email protected] Website: www.jmfinancial.in Contact Person: Ms. Poonam Karande SEBI Registration No: INM000010361

ENAM SECURITIES

PRIVATE LIMITED 801, Dalamal Towers Nariman Point Mumbai 400 021, India Tel: (91 22) 6638 1800 Fax: (91 22) 2284 6824 Email: [email protected] Investor Grievance Email: [email protected] Website: www.enam.com Contact Person: Ms. Lakha Nair SEBI Registration No: INM000006856

KOTAK MAHINDRA CAPITAL

COMPANY LIMITED 3rd Floor, Bakhtawar, 229 Nariman Point Mumbai 400 021, India Tel: (91 22) 6634 1100 Fax: (91 22) 2284 0492 Email: [email protected] Investor Grievance Email: [email protected] Website: www.kotak.com Contact Person: Mr. Chandrakant Bhole SEBI Registration No: INM 000008704

ICICI SECURITIES LIMITED ICICI Centre, H. T. Parekh Marg, Churchgate Mumbai 400 020, India Tel: (91 22) 2288 2460/70 Fax: (91 22) 2282 6580 Email: [email protected] Investor Grievance Email: [email protected] Website: www.icicisecurities.com Contact Person: Mr. Mahesh Natarajan SEBI Registration No: INM 000011179

EDELWEISS CAPITAL

LIMITED 14th Floor, Express Towers Nariman Point Mumbai 400 021, India Tel: (91 22) 2286 4400 Fax: (91 22) 2288 2119 Email: [email protected] Website: www.edelcap.com Contact Person: Mr. Pallav Shah SEBI Registration No: INM 000010650

INTIME SPECTRUM

REGISTRY LIMITED C 13, Pannalal Silk Mills Compound LBS Marg, Bhandup (West) Mumbai 400 078, India Tel: (91 22) 2596 0320 Fax: (91 22) 2596 0329 Email: [email protected] Website: www.intimespectrum.com Contact Person: Mr. Sachin Achar 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 Issuer”, “the Company” and “our Company”

refers to Future Ventures India Limited, a company incorporated under the Companies Act, 1956 and having its registered office at Door No. 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 Policy

means the policy formulated by the Company and approved by the Board 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 Services Agreement

means the Consulting and Advisory Services Agreement dated February 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

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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 ScheduleIII 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 Group Companies

means the entities mentioned in the section titled “Our Promoter Group” 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

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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 Managers

means the Book Running Lead Managers to the Issue, in this case being JM Financial Consultants Private Limited, Enam Securities Private Limited, Kotak Mahindra Capital Company Limited, ICICI Securities Limited and Edelweiss Capital Limited

CAN/Confirmation of Allocation Note

means the note or advice or intimation of allocation of Equity Shares sent 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 Lead Managers

means the Co-Book Running Lead Managers to the Issue, in this case 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,

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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

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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 or QIBs

means public financial institutions as defined in Section 4A of the 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 Issue

means Registrar to the Issue, in this case being Intime Spectrum Registry 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 Prospectus

means the red herring prospectus to be issued in accordance with Section 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

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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 Registration Slip

means the slip or document issued by the Syndicate Members to the 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 year/FY/ fiscal

means the period of twelve months ended March 31 of that particular year, 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

vii

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 Body

means a company, partnership, society or other corporate body owned 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 Act/RBI Act

means the Reserve Bank of India Act, 1934, as amended from time to time

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

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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

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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

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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.

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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.

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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.

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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

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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

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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,

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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

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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

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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

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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.

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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.

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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

Company

Year ended March

31, 2007/ June 30,

2007/ December

31, 2007

Year ended March

31, 2006/ June 30,

2006/ December

31, 2006

Year ended March

31, 2005/June 30,

2005/ December

31, 2005

Akar Estate & Finance Private Limited

12.95 (14.61) 0.45

Ambit Investment Advisory Company Limited

- (47.59) -

Anchor Malls Private Limited

(0.06) (0.17) -

Aashirwad Malls Private Limited

- (4.16) -

Avanee and Ashni Securities Private Limited

(1.65) (1.66) -

Bansi Mall Management Company Private Limited

(0.05) (0.13) -

Bartraya Mall Development Company Private Limited

(0.14) (0.10) (0.15)

Chaste Investrade Private Limited

(0.04) (0.17) -

CIG Infrastructure Private Limited

(0.14) (0.27) -

Convergem Communication (India) Limited*

(9.92) (67.53) -

Future Realtors India Private Limited (formerly known as Dhruv Synthetics Private Limited)

(7.17) - -

Erudite Trading Private Limited

(0.05) (0.17) -

Foot-Mart Retail India Limited

- (62.73) -

Future Brands Limited* (83.63) - -

Future Generali India Insurance Company Limited

(223.60) - -

Future Generali India Life Insurance Company Limited

(356.80) - -

Future Ideas Company Limited*

(100.45) - -

Future Knowledge Services Limited*

(93.41) - -

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Our Promoter Group

Company

Year ended March

31, 2007/ June 30,

2007/ December

31, 2007

Year ended March

31, 2006/ June 30,

2006/ December

31, 2006

Year ended March

31, 2005/June 30,

2005/ December

31, 2005

Future Logistic Solutions Limited*

(195.15) (0.65) -

Future Media (India) Limited*

(411.00) (2.12) -

Futurebazaar India Limited - (94.02) -

Harmony Mall Management Private Limited

(0.12) - -

Home Lighting India Limited*

(19.69) - -

Home Solutions Retail (India) Limited*

(4,089.17) (579.27) (2.68)

Home Solutions Services (India) Limited*

(1.29) - -

Indus-League Clothing Limited

413.10 (4,472.20) (4,741.80)

Indivision Investment Advisors Limited

- (264.25) -

Iskrupa Mall Management Company Private Limited

- (0.48) (0.14)

KB Mall Management Company Limited

720.00 - (9.24)

Kshitij Investment Advisory Company Limited

- (133.73) (99.12)

Kshitij CapitaLand Mall Management Private Limited

(164.20) - -

Maruti Dwellers Private Limited

(1.20) (0.64) (0.48)

Myra Mall Management Company Limited

(128.69) (0.23) -

Ojas Mall Management Private Limited

(0.19) - -

PAN India Food Solutions Private Limited

- (28.3) -

Pantaloon Industries Limited**

(206.34) (41.14) (250.14)

PFH Entertainment Limited (292.94) - -

Planet Retail Holdings Private Limited

(556.10) (192.00) -

Riddhi Siddhi Mall Management Private Limited

(0.16) - -

Sain Advisory Services Private Limited

(1.54) (0.19) -

Shendra Advisory Services Private Limited

(0.18) (0.23) -

Simpleton Investrade Private Limited

(2.05) - -

Softbpo Global Solutions Services Limited

- - (2.15)

Talwalkars Pantaloon Fitness Private Limited

(0.49) - -

Unique Malls Private (0.06) (0.16) -

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Our Promoter Group

Company

Year ended March

31, 2007/ June 30,

2007/ December

31, 2007

Year ended March

31, 2006/ June 30,

2006/ December

31, 2006

Year ended March

31, 2005/June 30,

2005/ December

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:

Date of

Issue

Name of the

Promoter

Number of

Equity

Shares

Issue

price

(Rs.)

Nature of

Transaction

October 11, 2007

Pantaloon Future Ventures Limited

4706,300 10 Allotment

November 28, 2007

Pantaloon Future Ventures Limited

17,793,700 10 Allotment

January 28, 2008

Future Capital Investment Private Limited

1800,000 10 Allotment

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

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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 Performance

Opening up of retail stores

To open 7 retail stores 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

Estimated turnover of 1992-1993

Rs. 1,160 lacs Rs. 480.8 lacs

Future prospects Expected to generate adequate profits and declare dividends from 1992-1993 onwards

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

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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.

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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

xxviii

(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.

xxix

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.

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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.

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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.

xxxii

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.

xxxiii

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.

1

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.

2

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

3

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

4

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.

5

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

30, 2007

March

31, 2007

March 31,

2006

March

31, 2005

March

31,

2004

March

31,

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

6

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.

7

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

September 30,

2007

March 31,

2007

March 31,

2006

March 31,

2005

March 31,

2004

March 31,

2003

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 -On account of Adjustments – (Refer Note (iv) in Annexure III)

0.29

(0.11)

0.23

0.08

0.08

0.11

0.22

0.23

0.02

0.11

0.00

0.00

8

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.

9

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***

Of which

At least 1,330,375,000 Equity Shares

Available for allocation to Mutual Funds only

66,518,750 Equity Shares

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.

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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: [email protected]

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 Chairman and Independent Director

65 131, Shaan Apartments K.D. Marg, Opp. Kirti College Prabhadevi, Mumbai – 400 028, India

Mr. Kishore Biyani Managing Director

47 406, Jeevan Vihar Manav Mandir Road Mumbai – 400 006

Mr. Sameer Sain Non-Executive Director

37 1302, Narain Terraces Union Park Road Bandra (West) Mumbai – 400 050

Mr. Dhanpal Jhaveri Non-Executive Director

39 2, Sumangal, 13 Ridge Road, Malabar Hill, Mumbai- 400 006

Mr. Rakesh Jhunjhunwala Non-Executive and Independent Director

47 3, Sital Sagar, Sital Baug, 64, Walkeshwar Road, Mumbai 400 006

Mr. Anil Harish Non-Executive and Independent Director

53 13, CCI Chambers, 1st Floor, Dinshaw Wacha Road, Churchgate,

11

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: [email protected] 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 Nariman Point Mumbai 400 021 India Tel: (91 22) 6630 3030 Fax: (91 22) 2204 7185 Email: [email protected] Investor Grievance Email: [email protected] Website: www.jmfinancial.in Contact Person: Ms. Poonam Karande SEBI Registration No: INM000010361

801, Dalamal Towers Nariman Point Mumbai 400 021 India Tel: (91 22) 6638 1800 Fax: (91 22) 2284 6824 E-mail: [email protected] Investor Grievance Email: [email protected] Website: www.enam.com Contact Person: Ms. Lakha Nair SEBI Registration No: INM000006856

Kotak Mahindra Capital Company Limited

ICICI Securities Limited

3rd Floor, Bakhtawar, 229 Nariman Point Mumbai 400 021 India Tel: (91 22) 6634 1100 Fax: (91 22) 2284 0492 Email: [email protected] Investor Grievance Email: [email protected] Website: www.kotak.com Contact Person: Mr. Chandrakant Bhole SEBI Registration No: INM 000008704

ICICI Centre H. T. Parekh Marg Churchgate Mumbai 400 020 India Tel: (91 22) 2288 2460/70 Fax: (91 22) 2282 6580 Email: [email protected] Investor Grievance Email: [email protected] Website: www.icicisecurities.com Contact Person: Mr. Mahesh Natarajan SEBI Registration No: INM 000011179

12

Edelweiss Capital Limited

14th Floor, Express Towers Nariman Point Mumbai 400 021 India Tel: (91 22) 2286 4400 Fax: (91 22) 2288 2119 Email: [email protected] 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 Sir Vithaldas Thackersey Marg New Marine Lines Mumbai 400 020 India Tel: (91 22) 4030 0500 Fax: (91 22) 4030 0510 Email: [email protected] Investor Grievance Email: [email protected] Website: www.centrum.co.in Contact Person: Mr. R. Satish Kumar SEBI Registration No: INM 000010445

A-404, Neelam Centre Hind Cycle Road Worli Mumbai 400 030 India Tel: (91 22) 2498 2919 Fax: (91 22) 2498 2956 Email: [email protected] Website: www.csin.co.in Contact Person: Mr. S. Karthikeyan SEBI Registration No.: INM 000010924

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: [email protected] Investor Grievance Email: [email protected] 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: [email protected] Website: www.kotak.com Contact Person: Mr. Umesh Gupta

13

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: [email protected] 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

14

India Tel: (91 22) 2596 0320 Fax: (91 22) 2596 0329 E-mail: [email protected] 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

East Mada Street Branch 18, East Mada Street Chennai Tamil Nadu Tel: (91 44) 2464 0599 Fax: (91 44) 2855 0153 E mail: [email protected] Website: www.iob.com

Yes Bank

11th Floor, Nehru Centre Dr. Annie Besant Road Worli Mumbai 400 018 Tel: (91 22) 6669 9108 Fax: (91 22) 2490 1128 E mail: [email protected] / [email protected] Website: www.yesbank.in

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

S.

No.

Activities Responsibility Co-ordinator

1 Capital structuring with the relative components and formalities etc.

JM Financial, Enam, Kotak, Edelweiss, I-Sec

JM Financial

2 Due diligence of the Company’s operations / management / business plans/legal documents etc.

JM Financial, Enam, Kotak, Edelweiss, I-Sec

JM Financial

3 Drafting and design of Issue Document and of statutory advertisement including memorandum containing salient features of the Prospectus. Compliance with stipulated

JM Financial, Enam, Kotak, Edelweiss, I-Sec

JM Financial

15

S.

No.

Activities Responsibility Co-ordinator

requirements and completion of prescribed formalities with Stock Exchange, Registrar of Companies and SEBI

4 Drafting and approval of all publicity material other than statutory advertisement as mentioned in (3) above including corporate advertisement, brochure, etc.

JM Financial, Enam, Kotak, Centrum, CSIN, Edelweiss, I-Sec,

IIFL

Enam

5 Appointment of Intermediaries JM Financial, Enam, Kotak, Edelweiss, I-Sec

Printers – JM Financial Registrar-Kotak Bankers,-Kotak Advertising agency-Enam Monitoring Agency-Enam IPO Grading Agency –Enam

6 Domestic Institutional Marketing Strategy Finalisation of the list of domestic institutional investors for one to one meetings in consultation with the Company

JM Financial, Enam, Kotak, Centrum, CSIN, Edelweiss, I-Sec,

IIFL

JM Financial

7 International Institutional Marketing Strategy Finalisation of the list of international institutional investors for one to one meetings in consultation with the Company Preparation of road show presentation and other marketing materials

JM Financial, Enam, Kotak, Centrum, CSIN, Edelweiss, I-Sec,

IIFL

Kotak

8 Retail/HNI Marketing Strategy Finalize centres for holding conference for brokers etc Finalise media, marketing and PR strategy Follow up on distribution of publicity and issue materials including form, prospectus and deciding on the quantum of the Issue material Finalise Collection orders

JM Financial, Enam, Kotak, Centrum, CSIN, Edelweiss, I-Sec,

IIFL

Enam

9 Managing the Book and Co-ordination with Stock Exchanges

JM Financial, Enam, Kotak, Centrum, CSIN, Edelweiss, I-Sec,

IIFL

Enam

10 Pricing JM Financial, Enam, Kotak, Centrum, CSIN, Edelweiss, I-Sec,

IIFL

JM Financial

11 The post bidding activities including management of escrow accounts, co-ordination of non-institutional allocation, intimation of allocation and dispatch of

JM Financial, Enam, Kotak, Edelweiss, I-Sec

Kotak

16

S.

No.

Activities Responsibility Co-ordinator

refunds to bidders

12 The post Issue activities of the Issue will involve essential follow up steps, which must include finalisation of listing of instruments and dispatch of certificates and refunds, 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.

JM Financial, Enam, Kotak, Edelweiss, I-Sec

Kotak

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

17

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.

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;

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%

18

• 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

Underwriters

Indicative Number of Equity

shares to be Underwritten

Amount 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

[●] [●]

19

Name and Address of the

Underwriters

Indicative Number of Equity

shares to be Underwritten

Amount 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.

20

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

Value at

nominal value

Aggregate

Value at Issue

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 50% of the Net Issue to Public)

1,330.38 [●]

Non Institutional portion of not less than 399,112,500 Equity Shares (Not less than 15% of Net Issue to Public)

399.11 [●]

Retail portion of not less than 931,262,500 Equity Shares (Not less than 35% of Net Issue to Public)

931.26 [●]

E) EQUITY CAPITAL AFTER THE ISSUE

4,000,000,000 Equity Shares of Rs. 10 each fully paid up shares

4,000.00 [●]

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.

21

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

allotment

No. of Equity

Shares

Allotted

Face

Value

(Rs.)

Issue

Price

(Rs.)

Nature of

Consideration

(Rs.)

Reasons for

Allotment

Cumulative

no. of Equity

Shares

Cumulative

Paid-up Equity

share capital

(Rs.)

Cumulative

Share

Premium

(Rs.)

August 9, 1996

700 10 10 Cash Issue of shares on subscription to Memorandum and Articles of Association

700 7,000 Nil

November 16, 1996

58,000 10 10 Cash Allotment of 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.

58,700 5,87,000 Nil

December 5, 1996

10,000 10 10 Cash Allotment of 10,000 equity shares to Mr. Gurumurthy Ganeshan.

68,700 6,87,000 Nil

June 25,

1997

1,83,000 10 10 Cash Allotment of

1,83,000 equity shares to various individuals.

2,51,700 2,517,000 Nil

September

23, 1997

72,000 10 10 Cash Allotment of

2,000 equity shares to Mr. R. Elangovan.

Allotment of 70,000 equity shares to Mr. R.

Sankar.

3,23,700 3,237,000 Nil

September 25, 1997

22,000 10 10 Cash Allotment of 22,000 equity shares to Mr. M. Sundar

3,45,700 3,457,000 Nil

22

Date of

allotment

No. of Equity

Shares

Allotted

Face

Value

(Rs.)

Issue

Price

(Rs.)

Nature of

Consideration

(Rs.)

Reasons for

Allotment

Cumulative

no. of Equity

Shares

Cumulative

Paid-up Equity

share capital

(Rs.)

Cumulative

Share

Premium

(Rs.)

February 26, 2002

(52,000) 10 - Cash Buyback of 50,000 equity shares from Mr. M. J. Raman.

Buyback of

2,000 equity shares from Mr. K. Sivaprakasam.

293,700 2,937,000 Nil

October 11,

2007

4,706,300 10 10 Cash Allotment to

Pantaloon Future Ventures Limited

5,000,000 50,000,000 Nil

November

28, 2007

17,793,700 10 10 Cash Allotment to

Pantaloon Future Ventures Limited

22,793,700 227,937,000 Nil

November 28, 2007

204,250,000 10 10 Cash Preferential Allotment to various parties*

227,043,700 2,270,437,000 Nil

January 28, 2008

1,800,000 10 10 Cash Allotment to Future Capital Investment Pvt. Limited

228,843,700 2,270,437,000 Nil

January 28, 2008

35,000,000 10 10 Cash Preferential Allotment to various parties**

263,843,700 2,638,437,000 Nil

* 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

Allotment /

Transfer

No. of Equity

Shares

Issued/Transferred

Cumulative

No. of Equity

Shares

Face

Value

(Rs.)

Total Issue /

Acquisition

Price (Rs.)

Nature of

Consideration

Nature of

Transaction

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, 2007

4,706,300 5,000,000 10 47,063,000 Cash Allotment

November 28, 2007

17,793,700 22,793,700 10 177,937,000 Cash Allotment

Future Capital Investment Private Limited

January 28, 2008

1,800,000 1,800,000 10 18,000,000 Cash Allotment

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.

23

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.

No.

Name of

the

Promoter

Date of

Transfer/

Allotment

Nature of

Consideration

Number

of Equity

Shares

Face

Value

Issue/acquisition

Price per Equity

Share (Rs.)

Reasons for

Transfer/

Allotment

Percentage

of post-

Issue paid-

up capital

July 14, 2007 Cash 293,700 10 19.74 Acquisition 0.01

October 11, 2007

Cash 4,706,300 10 10 Allotment 0.12

1. Pantaloon Future Ventures Limited November 28,

2007 Cash 17,793,700 10 10 Allotment 0.44

2. Future Capital Investment Private Limited

January 28, 2008

Cash 1,800,000 10 10 Allotment 0.05

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.

24

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

Equity

Shares

Percentage of

Equity Share

capital

Number of

Equity

Shares

Percentage of

Equity Share

capital

Promoters*

Pantaloon Future Ventures Limited

22,793,700 8.64 [●] [●]

Future Capital Investment Private Limited

1,800,000 0.68 [●] [●]

Mr. Kishore Biyani Nil Nil [●] [●]

Pantaloon Retail (India) Limited

Nil Nil [●] [●]

Future Capital Holdings Limited

Nil Nil [●] [●]

Sub Total (A) 24,593,700 9.32 [●] [●]

Promoter Group

Nil Nil Nil [●] [●]

Sub Total (B) Nil Nil [●] [●]

Non-Promoter Group

Various individuals and corporate bodies

239,250,000 90.68 [●] [●]

Sub Total (C) Nil Nil [●] [●]

Public (pursuant to

the Issue) (C)

- - [●] [●]

Total share capital

(A+B+C)

263,843,700 100 [●] [●]

*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

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(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.

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

(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.

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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.

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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.

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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.

29

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

expenses

% of total Issue

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

30

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.

31

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.

32

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

1. Earning Per Share (EPS)

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

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

33

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.

34

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.

35

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.

36

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

37

- 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,

38

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

39

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.

40

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

41

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

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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

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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:

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* 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

45

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

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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.

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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.

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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

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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.

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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

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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

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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.

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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.

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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

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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.

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(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;

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(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

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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.

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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.

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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.

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Amendments to our Memorandum of Association

Date of

shareholders’

approval

Amendment

November 1, 1997

A new clause, numbered as Clause 11, was added after Clause 10 of ‘Other Objects’. 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, 2007

V (a) The Authorised Share Capital of the Company shall be Rs. 3000,00,00,000 (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

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Date of

shareholders’

approval

Amendment

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

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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 years

From April 1, 2009, the Service Fee shall be equal to 2% (two percent) per annum of the 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 Excluded

As on March 31, 2009, the ANW of the Excluded Assets shall be computed. 2% per annum shall be computed on the ANW of any asset comprised in the Excluded Assets

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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.

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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

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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)

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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

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(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

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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.

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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.

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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

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(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,

Address, Occupation and Term

Age

(Years)

Nationality Other Directorships

Mr. G.N. Bajpai

(S/o Mr. Bans Gopal Bajpai) Chairman, Independent and Non-

Executive Director

131, Shaan Apartments K.D. Marg, Opp. Kirti College Prabhadevi, Mumbai – 400 028, India Profession: Business Term: Retires by rotation DIN: 00946138

65 Indian •••• Future Capital Holdings Limited

•••• Emaar MGF Land Limited

•••• Epitome Global Services Private Limited

•••• Future Generali Insurance Company Limited

•••• Future Generali Life Insurance Company Limited

•••• Informerics Valuation & Rating Private Limited

•••• Intuit Consulting Private 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

(S/ o Mr. Laxminarayan Biyani) Managing Director 406, Jeevan Vihar Manav Mandir Road Mumbai – 400 006 Profession: Entrepreneur Term: Non-retiring (Term as Managing Director – 5 years) DIN: 00005740

47 Indian •••• Acute Realty Private Limited

•••• Anchor Malls Private Limited

•••• Bartraya Mall Development Company Private Limited

•••• BLB Mall Management Company Private Limited

•••• Chaste Investrade Private Limited

•••• Erudite Trading Private Limited

•••• Future Capital Holdings Limited

•••• Future Brands Limited

•••• Future Generali India Insurance Company Limited

•••• Future Generali India Life

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Name, Father’s Name, Designation,

Address, Occupation and Term

Age

(Years)

Nationality Other Directorships

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

(S/ o Mr. Sushil Kanwar Sain) Non-Independent Non-Executive

Director

1302, Narain Terraces Union Park Road Bandra (West) Mumbai – 400 050 Entrepreneur Term: Retires by rotation DIN: 01164185

37 Indian •••• Future Capital Holdings Limited

•••• Aparna Commercial Holdings Private Limited

•••• Boussard and Gavaudan Holdings Limited

•••• Future E-Commerce Infrastructure Limited

•••• Future Media (India) Limited

•••• Indivision Investment Advisors Limited

•••• Kshitij Investment Advisory Company Limited

•••• Nashik Vintners Private Limited

•••• Ravindranath GE Medical Associates Private Limited

84

Name, Father’s Name, Designation,

Address, Occupation and Term

Age

(Years)

Nationality Other Directorships

•••• Future Finance Limited

•••• Pingaksh Realty Private Limited

Dhanpal A. Jhaveri

(S/o Mr. Arvind Jhaveri) Non-Independent Non-Executive

Director

2, Sumangal, 13 Ridge Road, Malabar Hill, Mumbai- 400 006 Profession: Company Executive Term: Retires by rotation DIN: 02018124

39 Indian • Future Capital Holdings Limited

Mr. Anil Harish

(S/o Mr. D.M. Harish )

Independent and Non-Executive

Director

13, CCI Chambers, 1st Floor, Dinshaw Wacha Road, Churchgate, Mumbai 400 020 Profession: Advocate Term: Retires by rotation

DIN: 00001685

53 Indian • Hotel Leelaventure Limited

• Pantaloon Retail (India) Limited

• Hinduja Ventures Limited

• Mahindra Lifespace Developers Limited

• Ador Welding Limited

• Unitech Limited

• Advani Hotels and Resorts (India) Limited

• Valecha Engineering Limited

• Mukta Arts Limited

• 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

85

Name, Father’s Name, Designation,

Address, Occupation and Term

Age

(Years)

Nationality Other Directorships

• 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

(S/o Mr. R. Jhunjhunwala ) Independent and Non-Executive

Director

3, Sital Sagar, Sital Baug, 64, Walkeshwar Road, Mumbai 400 006 Profession: Business Term: Retires by rotation DIN: 00777064

47 Indian • Aptech Limited

• Aspire Human Capital Management Private Limited

• BilCare Limited

• Bydesign India Private Limited

• Concord Biotech Limited

• Geojit Financial Services Limited

• Innovasynth Technologies (I) Limited

• Inventurus Knowledge Solutions Private Limited

• Metro Shoes Private Limited

• 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

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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.

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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

88

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

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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.

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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

Employment

Total Years of

Experience

(including

relevant

experience)

Date of

joining

Gross

Salary

(Rs.

lacs)*

Mr. Kishore Biyani

47 Managing Director

B.Com/PGDM N.A. 25 October 8, 2007

Nil

Mr. Prashant Desai

36 Head - Investments

Chartered Accountant and Cost Accountant

Pantaloon Retail (India) Limited

15 October 1, 2007

Nil

Mr. Ashutosh Vidwans

36 Assistant Vice-President - Finance

B.Com; ACA Pantaloon Retail (India) Limited

12 October 1, 2007

Nil

Mr. Gurmeet Singh Mission

32 Assistant Company Secretary and Compliance Officer

B.Com; LLB.; ACS

Future Capital Holdings Limited

4 October 1, 2007

Nil

*No remuneration was paid to the key managerial personnel for the last fiscal year.

All key managerial personnel are permanent employees of the Company.

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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.

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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

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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.

No. Category of Shareholder

Total number of

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

Group

65,536,930 43.47

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

Depository Receipts have been issued

0 0

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

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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

year ended June

30, 2007

As at and for the

year ended June

30, 2006

As at and for the

year ended June

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

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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

(Company Identification Number)

44954/ 1987 L52399MH1987PLC044954

Address of RoC Mumbai, Maharashtra located at 2nd Floor, CGO Complex, Near Konkan

96

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.

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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.

No. Category of Shareholder

Total number of

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

Group

47,700,184 75.44

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

Depository Receipts have been issued

0 0

GRANDTOTAL 63,227,984 100.00

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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

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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

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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 AACCK6863C

Bank Account Details HDFC Bank Limited Dr. Annie Besant Road, Worli Mumbai Account No: 2400330001001

Registration Number

(Company Identification Number)

U29120MH2005PLC156795

RBI Registration Number N-13.01827

Address of RoC 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.

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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:

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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 Maheshwari

1 0.01

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.

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Our Individual Promoter

Mr. Kishore Biyani

Our Company undertakes that 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

PAN - AACPB0199B Passport Number - E8159277 Voter ID Number – N.A. Driving License Number - 78/ C/ 21787 Bank Account Number – SB231535

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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.

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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

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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 Anil Biyani

Brothers of Kishore Biyani

Kiran Saxeria Sister of Kishore Biyani

Ashni Biyani Avanee Biyani

Daughters of Kishore 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 Nilima Saboo

Sisters of Sangita Biyani

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

107

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

31, 2007

As at and for the year ended March

31, 2006

Net Sales and other Income

68.41 32.49

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

108

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

ended March 31, 2007

As at and for the year

ended March 31, 2006

As at and for the year

ended March 31, 2005

Net Sales and other Income

75,82,943.84 5171043.00 30,34,500.00

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

held

Percentage

1. Pantaloon Retail (India) Limited 4,870,800 50

109

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 )

110

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.

No.

Particulars For the year ended March

31, 2007

For the year ended

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.

111

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

ended March 31, 2007

For the year

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 ( Book value per share)

6.72 5.84

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

31, 2007

As at and for the year ended March

31, 2006

Net Sales and other Income

0.50 1.45

Net Profit /(Loss)* (1.65) (1.66)

Equity capital 23.00 23.00

Reserves 2736.65 286.65

112

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

ended March 31, 2007

For the year

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.

113

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

ended March 31, 2007

As at and for the year

ended March 31, 2006

As at and for the year

ended March 31, 2005

Net Sales and other Income

Nil Nil Nil

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 Share

6.04 7.45 8.46

*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

114

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

31, 2007

As at and for the year ended

March 31, 2006

Net Sales and other Income

Nil Nil

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.

No.

Name of the shareholder Number of equity

shares held

Percentage

1. Sanjay Chandra 100 0.00

115

Sr.

No.

Name of the shareholder Number of equity

shares held

Percentage

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

31, 2007

As at and for the year ended

March 31, 2006

Net Sales and other Income

3,226 -

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

shareholder

Number of equity

shares held

Percentage

1. Pantaloon Retail (India) Limited

10,000,000 50.00

2. Axiom Telecom LLC 10,000,000 50.00

116

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,

2007

As at and for the year ended June 30,

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 Share

6.93 (125.07)

*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 Consultants Private Limited

17,249,960 48.90

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

ended March 31, 2007

As at and for the year

ended March 31, 2006

As at and for the year

ended March 31, 2005

Net Sales and other Income

3.01 77.85 396.91

Net Profit * (7.17) 11.54 2.70

117

Particulars As at and for the year

ended March 31, 2007

As at and for the year

ended March 31, 2006

As at and for the year

ended March 31, 2005

Equity capital 18.00 18.00 18.00

Reserves 15.29 15.29 15.29

Earnings per share

(39.83) 64.16 15.00

Book value per Share

(242.77) (196.67) (260.55)

* 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

118

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

31, 2007

As at and for the year ended March

31, 2006

Net Sales and other Income

Nil Nil

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

119

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

120

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.)

* 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.

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

121

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:

122

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

months

ended

September

30, 2007

For the year

ending

March 31,

2007

For the year

ending

March 31,

2006

For the year

ending

March 31,

2005

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 -

123

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

Limited

5,63,50,000 49

124

Sr. No. Name of the shareholder Number of equity shares held Percentage

3. Participatie Maatschappij

Graafsschap Holland NV

2,93,25,000 25.5

4. Pantaloon Retail (India) Limited

jointly with K. K. 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 Insurance Company Limited for fiscal 2007 is as follows:

(Amount in Rs.)

* 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

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)

125

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.)

* 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:

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)

126

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

127

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.

128

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

30, 2007

As at and for the year ended June

30, 2006

Net Sales and other Income

3,72,78,112 Nil

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.

129

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 Number of equity shares held Percentage

1. Pantaloon Retail (India) Limited 4,49,994 100

2. Pantaloon Retail (India) Limited

jointly with Chandra Prakash Toshniwal 1 0

3. Pantaloon Retail (India) Limited

jointly with Sanjeev Agrawal 1 0

4. Pantaloon Retail (India) Limited

jointly with Vimal Dhruve 1 0

5. Pantaloon Retail (India) Limited

jointly with Krishankant Rathi 1 0

6. Pantaloon Retail (India) Limited

jointly with Rajesh Kalyani 1 0

7. Pantaloon Retail (India) Limited

jointly with Pankaj Patel 1 0

Total 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.

No.

Name of the shareholder Number of redeemable preference

shares held

Percentage

1. Indivision India Partners 48,00,000 100

130

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

30, 2007

As at and for the year ended June

30, 2006

Net Sales and other Income

4,09,02,690 Nil

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.

131

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

132

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.)

Particulars

As at and for the year ended June

30, 2007

As at and for the year ended June

30, 2006

Net Sales and other Income

38,969,558 3,95,612

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

Shares

Percentage of

Shares

(A) Shareholding of Promoter and Promoter Group

Indian 91,69,163 58.59

133

S. No Category of Shareholder Number of

Shares

Percentage of

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

year ended

March 31, 2007

As at and for the

year ended

March 31, 2006

As at and for the

year ended

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

134

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

135

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,

2007

As at March 31,

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

136

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.

137

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

shares

Percentage (%)

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.

No.

Name of the shareholder Number of redeemable preference

shares held

Percentage

1. LIC Mutual Fund Asset Management Company Limited

2,000,000 100

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

ended June 30, 2007

As at and for the year

ended June 30, 2006

As at and for the year

ended June 30, 2005

Net Sales and other Income

32,651.06 6,376.40 Nil

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 Share

44.62 6.69 4.64

* Debit balance in Profit and Loss account

138

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

139

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

31, 2007

As at and for the year ended March

31, 2006

Net Sales and other

Income

114,581,824 5,99,15,100

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

140

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)

Particulars

For six

months

ended

September

30, 2007

For the year

ending

March 31,

2007

For the year

ending

March 31,

2006

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%

141

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

March 31, 2007 For the year ending

March 31, 2006 For the year

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.

142

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

ended

March 31, 2007

For the year

ended

March 31, 2006

For the year

ended

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 (PAT)

33.55 (0.48) (0.14)

Earning Per Share (EPS)

30.50 (2.53) (1.44)

Net Asset Value (Book value per share)

39.93 6.71 8.56

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)

Particulars For the year ended

March 31, 2007 For the year ended

March 31, 2006 For the year ended

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)

143

Particulars For the year ended

March 31, 2007 For the year ended

March 31, 2006 For the year ended

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)

Particulars

For six

months

ended

September

30, 2007

For the year

ending

March 31,

2007

For the year

ending

March 31,

2006

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.

144

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

September 30, 2007

For the year ending March

31, 2007

Equity Share Capital 68.40 2.00

Share application money pending allotment -

498.00

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

145

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

ended March 31, 2007

As at and for the year

ended March 31, 2006

As at and for the year

ended March 31, 2005

Net Sales and other Income

629.59 151.73 30.74

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 Share

346.50 4,795.88 3,867.09

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

146

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

ended March 31,

2007

For the year ended

March 31, 2006

As at and for the year

ended March 31, 2005

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 (Book value per share)

7.68 8.88 9.52

* 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

147

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

months ended

September 30,

2007

For the year

ending March

31, 2007

For the year

ending March

31, 2006

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.

148

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

ended March 31, 2007

As at and for the year

ended March 31, 2006

As at and for the year

ended March 31, 2005

Net Sales and other Income

105.78 52.89 Nil

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 Share

395.56 88.78 8.79

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

ended March 31, 2007

As at and for the year

ended March 31, 2006

As at and for the year

ended March 31, 2005

Net Sales and other Income

165.52 149.45 Nil

Net Profit 15.98 24.56 Nil

Equity capital 1.00 1.00 1.00

Reserves 23.19 24.56 Nil

149

Particulars As at and for the year

ended March 31, 2007

As at and for the year

ended March 31, 2006

As at and for the year

ended March 31, 2005

Earnings per share

(13.76) 245.70 Nil

Book value per Share

241.93 254.73 8.79

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.

150

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

June 30, 2007

As at and for the year ended

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

151

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,

2007

For the year ending June 30,

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

152

Shareholding Pattern:

Shareholding pattern of Pantaloon Industries Limited as on December 31, 2007 is as follows:

Category

code

Category of

Shareholder

Total

number

of shares

As a

percentage of

(A+B+C)

(A) Shareholding of Promoter and

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.

5,546,987 94.67

(B) Non-institutions

(a) Bodies Corporate 55,531 0.95

(b) Individuals:

I i. Individual shareholders holding nominal share capital up to Rs 1 lac

198,834 3.39

II ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lac.

40,000 0.68

(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

153

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

year ended

December 31, 2006

As at and for the year

ended December 31,

2005

As at and for the year

ended December 31,

2004

Net Sales and other Income

6,859.43 9,403.13 9,597.56

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.

No.

Name of the shareholder Number of equity shares

held

Percentage

1. Ashirwad Savings & Investments Ltd 182800 19.83

2. Laxminarayan Biyani HUF (held on behalf of Bansi Silk Mills)

67000 7.27

3. Gopikishan Biyani HUF (held on behalf of Bansi Silk Mills)

24993 2.71

4. Ascend Capital Resources Pvt. Ltd 24500 2.66

154

Sr.

No.

Name of the shareholder Number of equity shares

held

Percentage

5. Sanman Project Finance & Management (India) Pvt. Ltd

21000 2.28

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

ended March 31, 2007

As at and for the year

ended March 31, 2006

As at and for the year

ended March 31, 2005

Net Sales and other Income

8,229.92 5,821.40 1,946.67

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 Share

(19.04) 12.29 (10.78)

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

155

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

ended March 31, 2007

As at and for the year

ended March 31, 2006

As at and for the year

ended March 31, 2005

Net Sales and other Income

8,983.70 6,428.40 2,955.00

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 Share

31.37 40.97 44.27

*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.

156

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

held

Percentage

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 (Book value per share)

8.40

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

157

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

31, 2007

As at and for the year ended March

31, 2006

Net Sales and other Income

38,190 Nil

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

158

3 Vijay Biyani 4 Sergio Balbinot

159

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

31, 2007

As at and for the year ended March

31, 2006

Net Sales and other Income

Nil Nil

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

160

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

March 31, 2007

As at and for the year ended

March 31, 2006

Net Sales and other Income

1,71,189 3,67,734

Net Profit/ (Loss)* (2,05,337) 32,008

161

Particulars As at and for the year ended

March 31, 2007

As at and for the year ended

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

Group

60,000 40

(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 Depository Receipts have been issued

Nil Nil

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

162

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

year ended March

31, 2007

As at and for the

year ended March

31, 2006

As at and for the

year ended March

31, 2005

Net Sales and other Income

2,13,374 3,56,710 6,75,340

Net Profit/ (Loss)*

94,748 50,189 (2,15,727)

Equity capital 15,00,000 15,00,000 15,00,000

Reserves 10,00,000 10,00,000 10,00,000

Earnings per share

0.74 0.33 (1.44)

Book value per Share

8.09 7.15 6.61

* 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.

163

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

164

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

year ended March

31, 2007

As at and for the

year ended March

31, 2006

As at and for the

year ended March

31, 2005

Net Sales and other Income

314.97 176.72 118.32

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 Share

10.59 (16.61) (100.64)

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 Limited

686,600 33.33

165

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

ended March 31,

2007

For the year

ended March 31,

2006

For the year

ended March 31,

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 (PAT)

(0.16) 0.13 (0.08)

Earning Per Share (EPS) (0.01) 0.22 (0.14)

Net Asset Value (Book value per share)

10.24 18.66 18.43

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

166

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

held

Percentage

1. Future Realtors India Private Limited

10,000 100.00

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

ended March31,07

For the year

ended March31,06

Equity Share Capital 1.00 1.00

Reserve and Surplus (0.22) (0.16)

167

Particulars For the year

ended March31,07

For the year

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 (Book value per share)

7.77 8.36

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

year ended March

31, 2007

As at and for the

year ended March

31, 2006

As at and for the

year ended March

31, 2005

Net Sales and other Income

18,241 32,783 1,69,805

Net Profit/ (Loss)*

(27,845) (22,506) (3,81,961)

Equity capital 5,00,000 5,00,000 5,00,000

Reserves Nil Nil Nil

Earnings per share

(0.56) (0.45) (7.64)

Book value per Share

(35.22) (43.69) (34.27)

* Debit balance in profit and loss account

168

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.

No.

Name of the shareholder Number of equity shares

held

Percentage

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 Silk Mills)

100 0.12

17. Laxminarayan Biyani ( on behalf of Bansi Silk Mills)

100 0.12

Total 80,400 100.00

169

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

year ended March

31, 2007

As at and for the

year ended March

31, 2006

As at and for the

year ended March

31, 2005

Net Sales and other Income

25.91 28.60 84.85

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 Share

84.89 54.33 19.19

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

170

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

ended March 31, 2007

As at and for the year

ended March 31, 2006

As at and for the year

ended March 31, 2005

Net Sales and other Income

2,596.62 559.33 24.11

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 Share

8.00 9.00 66.00

* 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

171

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

held

Percentage

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.

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

Receivable

Outstanding as at

30th September

2007

Interest Income Loan Given

during the Period

Amount Repaid

during the Period

Other Income,

Rent

Director's

Remuneration

Expenses

Reimbursed

Growell Marketing Co Firm in which Director is interested 3.83 0.16 1.10 4.93

SVT Associates Firm in which the Directors are partners 0.00 0.32 7.54 7.54

ACE Enterprises Proprietorship of Director 0.24

Shankar Director 0.00 0.00 0.00 0.00

0.15 0.00

Thirumalai Director 0.00 0.00 0.00 0.00 0.00

0.15 0.00

Total 3.83 0.48 8.64 12.47 0.24 0.30

173

Future Ventures India Limited

(Formerly Subhikshith Finance and Investment Private Limited)

(INR in Lakhs)

Related Party Transactions

2006-07

Related Parties Nature of Relationship

Receivable

Balance

Outstanding as

at 31st March

2007

Interest

Income

Loan Given

during the year

Amount

Repaid during

the year

Other

Income,

Rent

Director's

Remuneration

Expenses

Reimbursed

Growell Marketing Co Firm in which Director is interested 3.83 0.69 3.00 3.81

SVT Associates Firm in which the Directors are Partners 0.00 1.59 16.50 16.50

ACE Enterprises Proprietorship of 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

174

Future Ventures India Limited

(Formerly Subhikshith Finance and Investment Private Limited)

(INR in Lakhs)

YEAR 2005-2006

Related Parties Nature of Relationship

Receivable

Balance

Outstanding as at

31st March 2006

Interest

Income

Loan Given

during the year

Amount

Repaid

during the

year

Other

Income, Rent

Director's

Remuneration

Expenses

Reimbursed

Ace Credit Proprietorship of Director 0.60 0.11 2.20 1.60

Growell Marketing Co Firm in which Director is interested 4.08 0.45 3.75 1.11

R Santhanam Director 3.20 0.58 0.58

Srinivasan R Member 0.20 -

SVT Associates Firm in which the Directors are Partners 0.64 23.70 29.05

Thirumalai Director 0.60

Total 8.08 1.78 29.65 32.34 - 0.60 -

175

Future Ventures India Limited

(Formerly Subhikshith Finance and Investment Private Limited)

(INR in Lakhs)

Year 2004-2005

Related Parties Nature of Relationship

Receivable

Balance

Outstanding as

at 31st March

2005

Interest

Income

Loan

Given

during the

year

Amount

Repaid

during the

year

Other

Income,

Rent

Director's

Remuneration

Expenses

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 - - -

SVT Associates Firm in which the Directors are 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 -

176

Future Ventures India Limited

(Formerly Subhikshith Finance and Investment Private Limited)

(INR in Lakhs)

Year - 2003-2004

Related Parties Nature of Relationship

Receivable

Balance

Outstanding as at

31st March 2004

Interest

Income

Loan

Given

during

the year

Amount Repaid

during the year

Other Income,

Rent

Director's

Remuneration

Expenses

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

177

Future Ventures India Limited

(Formerly Subhikshith Finance and Investment Private Limited)

(INR in Lakhs)

Year - 2002-2003

Related Parties

Nature of

Relationship

Receivable

Balance

Outstanding as at

31st March 2003 Interest Income

Loan Given

during the

year

Amount Repaid

during the year

Other

Income, Rent

Director's

Remuneration

Expenses

Reimbursed

Dun Credit Bureau Group Company - 0.18

Growell Marketing Co Firm in which Director is interested - 0.05

Growell Marketing Co II Loan

Firm in which 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 -

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.

179

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.

180

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

181

M K Ananthanarayanan

Partner Membership No. 19521 Chennai, February 20, 2008

182

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

30, 2007

March

31, 2007

March 31,

2006

March

31, 2005

March

31,

2004

March

31,

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.

183

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

September 30,

2007

March

31,

2007

March

31,

2006

March

31,

2005

March

31,

2004

March

31, 2003

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

184

-On account of Adjustments – (Refer Note (iv) in Annexure III)

(0.11)

0.08 0.11

0.23

0.11

0.00

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.

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”

186

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.

187

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.

188

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)

Movement in Provision for

Doubtful Debts

For the Six

Months

Period For the Years Ended

Ended

September

30, 2007

March

31, 2007

March

31,

2006

March

31, 2005

March

31, 2004

March

31,

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

31, 2007

March

31, 2007

March 31,

2006

March

31, 2005

March 31,

2004

March 31,

2003

Provision for Non-Performing Assets

1.70 2.00 1.98 2.26 2.07 2.34

Difference between Book WDV and Tax WDV

0.00 (0.03) (0.01) 0.00 0.01 0.11

Net Deferred

Tax Asset

(Liability)

1.70 1.97 1.97 2.26 2.08 2.45

189

Annexure V

Future Ventures India Limited

(Formerly Subhikshith Finance and Investment Private Limited)

Statement of Cash flows – Restated

(INR in Lakhs)

Particulars

For the

Six

Months

Period

Ended For the Years Ended

September

30, 2007

March 31,

2007

March

31, 2006

March

31, 2005

March

31, 2004

March

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

190

Annexure V Contd

Future Ventures India Limited

(Formerly Subhikshith Finance and Investment Private Limited)

Statement of Cash flows - Restated

(INR in Lakhs)

Particulars

For the Six

Months

Period

Ended For the Years Ended

Statement of Cash Flows

(Contd)

September

30, 2007

March

31, 2007 March

31, 2006 March

31, 2005 March

31, 2004 March 31,

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

191

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

192

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

Lender

September

30, 2007

March 31,

2007

March

31, 2006

March

31, 2005

March

31,

2004

March

31,

2003

Indian Overseas Bank, Chennai

0.00 0.00 0.00 6.00 0.69 10.00

193

Future Ventures India Limited

(Formerly Subhikshith Finance and Investment Private Limited)

Annexure VII

Statement of Receivables - Restated

(INR in Lakhs)

As at

Particulars September

30, 2007

March 31,

2007

March

31, 2006

March

31, 2005

March

31, 2004

March

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

30, 2007

March 31,

2007

March

31, 2006

March 31,

2005

March

31,

2004

March

31, 2003

Outstanding for a period exceeding six months Considered Good Considered Doubtful

0.00

5.00

0.00

5.93

0.00

5.86

0.00

6.16

0.00

5.79

0.00

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

194

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,

2007

March

31, 2007

March 31,

2006

March 31, 2005 March 31,

2004

March 31, 2003

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

195

Annexure IX

Statement of Current Liabilities and Provisions - Restated

(INR in Lakhs)

As At

Particulars September

30, 2007

March 31,

2007

March 31,

2006

March 31,

2005

March 31,

2004

March 31,

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

196

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

31,

2007

March

31,

2006

March

31,

2005

March

31,

2004

March

31,

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

197

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.

198

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.

199

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.

200

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

30, 2007

March

31, 2007

March

31, 2006

March

31,

2005

March

31, 2004

March

31,

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

201

Annexure XV

Future Ventures India Limited

(Formerly Subhikshith Finance and Investment Private Limited)

Statement of Accounting and Other Ratios

Particulars

September 30,

2007

March 31,

2007

March 31,

2006

March 31,

2005

March 31,

2004

March 31,

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 (%) Net Worth as at the end of the year

X 100

= 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

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Annexure XVI

Future Ventures India Limited

(Formerly Subhikshith Finance and Investment Private Limited)

Capitalization Statement

(INR in Lakhs)

Particulars Pre- Issue as at September

30, 2007

Adjusted for Public

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 Worth)

0.00

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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

204

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) (At Factor Cost,

At Constant Prices)

20,477 22,226 23,897 26,045 28,482

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:

Fiscal 2005

(Rs. lacs)

Fiscal 2006

(Rs. lacs) Fiscal 2007

(Rs. lacs)

Six months

ended

September

30, 2007

(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

207

Fiscal 2005

(Rs. lacs)

Fiscal 2006

(Rs. lacs) Fiscal 2007

(Rs. lacs)

Six months

ended

September

30, 2007

(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

(Rs. lacs)

Fiscal 2006

(Rs. lacs)

Fiscal 2007

(Rs. lacs)

Six months

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

(Rs. lacs)

Fiscal 2006

(Rs. lacs)

Fiscal 2007

(Rs. lacs)

Six months

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:

209

Fiscal

2005

(Rs.

lacs)

Fiscal

2006

(Rs.

lacs)

Fiscal

2007

(Rs.

lacs)

Six months

ended

September

30, 2007

(Rs. 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

210

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

212

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.

213

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

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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

215

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.

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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.

No.

Matter description Court/ Forum/

Case Number

Current Status

1. The Local Health Authority, Ahmedabad Municipal Corporation has filed a criminal case against Mr. Kishore Biyani, Director of Pantaloon Retail (India) Limited (PRIL), in respect of a product supplied at PRIL’s retail outlet at Ahmedabad. The public analyst allegedly found the product to be adulterated as it did not conform to the 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.

No. 14 of 2003 in the 6th Court of the Metropolitan Magistrate, Ahmedabad

The matter is currently pending.

2. Bharatiya Kamgar Karmachari Mahasangh has filed a case against M/S Windmill Hotels Private Limited. The Complainant has made complaint of unfair labour 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

Complaint (ULP) No.229

of 2006

The case is currently pending.

217

Sr.

No.

Matter description Court/ Forum/

Case Number

Current Status

Ideas Company Limited and others.

3. The FDA department, Thane filed case against PRIL and Kishore Biyani as a Managing Director of PRIL under the Prevention of Food Adulteration Act for alleged adulteration in the product of the Company in the Magistrate Court at Belapur.

Case No. 926/2006

The case is currently pending.

4. The Municipal Authority of Delhi filed a case on January 7, 2007 for compoundable violations in respect of the Health Trade License required for running the store of

Food Bazaar at Rohini, Delhi.

Court of Metropolitan Magistrarte, Karakadooma, Delhi

The case is currently pending in the Court

of Sessions.

5. A case has been filed before ACMM, Bangalore for the Honda City Car found missing from the parking premises of Bangalore Central. The matter has been stayed by the

Karnataka High Court.

Additional Chief Metropolitan Magistrate, Bangalore

The case is currently pending.

Cases involving Mr. Rakesh Jhunjhunwala

Sr.

No.

Matter description Court/ Forum/

Case Number

Current Status

1. A show cause notice dated June 17, 2003, was issued to 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.

SEBI -

2. Mr. Rakesh Jhunjhunwala paid a penalty of Rs. 15,000 in 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.

SEBI Concluded

3. Mr. Rakesh Jhunjhunwala is associated with M/s. R. K. J. 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.

SEBI Concluded

4. Mr. Rakesh Jhunjhunwala is a shareholder of M/s. 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

SEBI Concluded

218

Sr.

No.

Matter description Court/ Forum/

Case Number

Current Status

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 Geojit Financial Services Limited for non-reporting of off 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.

SEBI The inquiry is currently pending.

6. An inspection was conducted by SEBI on Geojit Financial Services (“GFSL”) on January 8, 2003. GFSL was censured by SEBI through order dated February 8,

2006 for the violations noticed during the inspection.

SEBI GFSL rectified the observations noted

during the audit.

7. Inspections were conducted by SEBI on Geojit Financial Services (“GFSL”) on January 27, 2004 and March 15, 2005 and certain irregularities were noticed during the inspection by SEBI. GFSL was warned by SEBI to not repeat the irregularities.

SEBI GFSL rectified the observations noted

during the audit.

8. Inspection was conducted by SEBI on Geojit Financial Services (“GFSL”) on January 31, 2006 and certain irregularities were noticed during the inspection by SEBI. GFSL was warned by SEBI to not repeat the irregularities.

SEBI GFSL rectified the observations noted during the audit and submitteda report to 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

219

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.

220

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-

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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

222

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.

223

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.

224

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

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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