October 17, 2019

Dept. of Corporate Services {CRD) SSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai 400 001

Re: Scrip Code: 523574/ 570002

Listing Department National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex Bandra {East), Mumbai 400 051

Re: Scrip Code: FEL / FELDVR

BSE Debt Scrip Codes: 952009-10-53-54-74-75-97-98 / 952715-717-718-721-880-881-883 / 954326-28-30-34- 35-40-43 / 955100-101-140-141-371-373-454-456-749-750-957-958 / 956012-13 / 956243-268-269 / 956310-11 / 956954-55 / 957077-263-264-711-712-713 / 957875-76-89 / 958303-04 / 958501-502-841-842

Dear Sir/Madam,

Sub.: Intimation under Regulation 30 of the SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015.

Please find enclosed herewith Notices convening four {4) meetings of the Debenture-holders of the Company scheduled to be held on Thursday, November 7, 2019 to seek their approval by way of special resolution for release of as well as sell / transfer / disposal of the specific fixed assets of the Company.

The aforesaid Notices alongwith the Explanatory Statement attached thereto are being sent to the Debentureholders through permitted mode. The said Notices alongwith the Explanatory Statement attached are also available on the Company's website i.e. www.felindia.in.

Kindly take the above information on your records.

for Future Enterprises Limited

~'-1

Deepak Tanna Company Secretary

Encl.: As above

Future Enterprises Ltd. {formerly-Future Retail Limited}. C\N L52399MH1987PLC044954 Regd. Off. : Knowledge House. Shyam Nagar . Off Jogeshwari - Vikhroli Link Road. Jogeshwari (East) . Mumbai · 400 060. P +91 226644 2200. F +91 22 6644 2201 . www.felindia.in . Corp. Off. : 247 Park . Tower C . 4th Floor. LBS Marg. Vikhroli (W) . Mumbai - 400 083. P +91 22 6779 0000

Date: October 16, 2019

To,
All Debenture-holders of Series XV	Axis Trustee Services Ltd.
(hereinafter referred to Debenture Holders)	The Ruby, 2nd Floor,
	SW, Senapati Bapat Marg,
	Dadar West, Mumbai – 400 028.
	(hereinafter referred to asDebenture Trustee)

Sub.: Future Enterprises Ltd. (Company/ Issuer) – Listed, Rated, Secured, Redeemable, Non-Convertible Debentures of Series XV upto Rs. 180 Crores ("NCDs") issued by the Company.

Dear Sir / Madam,

We write in our capacity of Issuer of the captioned NCDs.

We invite and request your attendance for a meeting of the Debenture-holders of Series XV at our Corporate Office as per details provided herein below:

Agenda for the Meeting:

1. Approval for release of the charge on the specific Fixed Assets of the Company;
1. Approval for sell / transfer / disposed of the specific Fixed Assets of the Company.

Venue of Meeting:

Auditorium, 4th Floor, Tower - C, Embassy 247, L.B.S. Marg, Vikhroli (West), Mumbai - 400 083

Date & Time of Meeting:

November 07, 2019 at 10:00 A.M.

Accordingly, we request you to kindly make it convenient to attend the same.

Please also note that:

Debenture-holders entitled to attend, and vote are entitled to appoint one or more proxies to attend and vote instead of himself and that a proxy need not be a Debenture Holder.

Thanking you,

By order of the Board of Directors For Future Enterprises Limited Sd/- Deepak Tanna Company Secretary

NOTICE CONVENING MEETING OF DEBENTURE-HOLDERS OF SERIES XV

Notice is hereby given that the Meeting of Debenture-holders of Series XV of Future Enterprises Limited (the "Company") will be held at Auditorium, 4th Floor, Tower - C, Embassy 247, L.B.S. Marg, Vikhroli (West), Mumbai – 400 083 on Thursday, November 07, 2019 at 10:00 A.M. to transact the following business:

SPECIAL BUSINESS:

1. Approval for release of charge on the specific Fixed Assets of the Company.

To consider and if thought fit, to pass, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the relevant provisions of Debenture Trust Deed and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Companies (Share Capital and Debentures) Rules, 2014 ("the Rules") and such others rules made thereunder (including any statutory modification(s), amendment(s), clarification(s), or re-enactment(s) or substitution(s) thereof for the time being in force), the relevant provisions of the Memorandum and Articles of Association of the Company, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time ("Listing Regulations"), the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 ("ILDS Regulations") and subject to necessary approvals, permissions, sanctions and consents as may be required from any government and/or regulatory authorities and on such terms and conditions stipulated by any regulatory authorities including any alterations, modifications, corrections, changes and variations, if any, that may be stipulated while granting such approvals, permissions, sanctions and consents as the case may be and which may be agreed to and/or accepted by the Board of Directors of the Company (hereinafter referred to as "Board" which term shall be deemed to include any duly constituted or to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) and subject to any other alterations, modifications, conditions, corrections, changes and variations that may be decided by the Board in its absolute discretion, the consent of Debenture-holders of Series XV of the Company be and is hereby accorded for release of charge on the following fixed assets by Axis Trustee Services Limited (acting as Debenture Trustee):

Sr. No.	Description of Fixed Assets to be released
1.I	The Retail Infrastructure Assets comprising of movable fixed assets of the Company installed invarious retail stores of Future Retail Limited and leased out to Future Retail Limited having fair valueof upto Rs.4,000 crore which forms part of movable fixed assets hypothecated in favour of DebentureITrustee on behalf of Debenture holders.

RESOLVED FURTHER THAT the Board be and is hereby authorised to undertake all such acts, deeds, matters and things and to finalise and execute all such deeds, documents and writings as may be deemed necessary, proper, desirable and expedient in its absolute discretion including without limitation, effecting any modifications or changes to the foregoing, for the purpose of giving effect to this resolution and to settle any question, difficulty or doubt that may arise in this regard.

RESOLVED FURTHER THAT the Board be and is hereby also authorised to delegate all or any of the powers conferred on it by or under this resolution to any Committee of Directors or to any Director or Officer(s) or Authorised Representative(s) of the Company in order to give effect to this resolution.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in any of the foregoing resolution are hereby approved, ratified and confirmed in all respect."

2. Approval for sell / transfer / disposed of the specific Fixed Assets of the Company.

To consider and if thought fit, to pass, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the relevant provisions of Debenture Trust Deed and Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Companies (Share Capital and Debentures) Rules, 2014 ("the Rules") and such others rules made thereunder (including any statutory modification(s), amendment(s), clarification(s), or re-enactment(s) or substitution(s) thereof for the time being in force), the relevant provisions of the Memorandum and Articles of Association of the Company, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time ("Listing Regulations"), the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 ("ILDS Regulations") and subject to necessary approvals, permissions, sanctions and consents as may be required from any government and/or regulatory authorities and on such terms and conditions stipulated by any regulatory authorities including any alterations, modifications, corrections, changes and variations, if any, that may be stipulated while granting such approvals, permissions, sanctions and consents as the case may be and which may be agreed to and/or accepted by the Board of Directors of the Company (hereinafter referred to as "Board" which term shall be deemed to include any duly constituted / to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) and subject to any other alterations, modifications, conditions, corrections, changes and variations that may be decided by the Board in its absolute discretion, the consent of Debenture-holders of Series XV of the Company be and is hereby accorded to the Board to sell, dispose and/or transfer fixed assets pertaining to the leasing business segment of the Company in one or more tranches, to Future Retail Limited ("FRL") through direct sale or slump sale or any other mode as may be mutually acceptable to both the parties to such transaction(s), at a fair value to be arrived at based on valuation done through independent valuation expert further backed by fairness report, in one or more tranches, for the asset having fair value of upto Rs. 4,000 crore and on such terms and conditions as more appropriately defined in the agreement or any other documents proposed to be executed by the Company with FRL or through any other manner as it may deem fit to the Board.

NOTES:

1. A DEBENTURE-HOLDER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A DEBENTURE-HOLDER OF THE COMPANY. DEBENTURE-HOLDERS DESIROUS OF APPOINTING PROXIES ARE REQUESTED TO DELIVER DULY COMPLETED PROXY FORMS (IN THE FORM ATTACHED HERETO) TO THE COMPANY'S REGISTERED OFFICE NOT LESS THAN FORTY-EIGHT HOURS PRIOR TO THE TIME FIXED FOR THE MEETING.
1. Debenture-holders / proxies attending the meeting in person are requested to complete the attendance slip (in the form attached hereto) and handover the same at the meeting.
1. The Statement pursuant to Section 102 of the Act, relating to the business to be transacted at the Meeting is annexed hereto.
1. Pursuant to Section 113 of the Companies Act, 2013 ("the Act") and rules framed thereunder, the corporate Debenture-holder intending to send their authorised representatives to attend the Meeting are requested to send to the Company, a certified copy of the board resolution or power of attorney, if any, authorising their representative(s) to attend and vote, on their behalf, at the Meeting.
1. Every Debenture-holder during the period beginning twenty-four (24) hours before the time fixed for the commencement of the Meeting and ending with the conclusion of the Meeting, would be entitled to inspect the proxies lodged at any time during the business hours of the Company (i.e. between 10.00 a.m. to 5.00 p.m.) provided that not less than three (3) days prior notice in writing of the intention so to inspect is given to the Company.
1. Debenture holders are requested to send all communications to our R&T Agents at the following address:

Link Intime India Private Limited

C-101, Embassy 247, L.B.S. Marg, Vikhroli (West), Mumbai - 400 083 Tel. No.: +91 22 4918 6270; Fax No.: +91 22 4918 6060 E-mail ID: [email protected]

A route map of the location of the venue of the meeting is attached hereto.

By order of the Board of Directors For Future Enterprises Limited Sd/- Deepak Tanna Company Secretary

Place : Mumbai Date : October 16, 2019

Registered Office:

Future Enterprises Limited (CIN: L52399MH1987PLC044954) Knowledge House, Shyam Nagar, Off. Jogeshwari - Vikhroli Link Road, Jogeshwari (East), Mumbai - 400 060

STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 1 and 2

In accordance with relevant provisions of Debenture Trust Deed dated January 09, 2017, executed for securing interest of Debenture-holders of series XV, the Companies Act, 2013 and the Rules framed thereunder, the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, any release of charge and / or sale / disposal of the fixed asset of the Company requires the approval of Debenture-holders of the Company.

The Company is proposing to sell, dispose and/or transfer retail infrastructure fixed assets pertaining to the leasing business segment of the Company, which are at present given on rent to Future Retail Limited ("FRL"), in one or more tranches, to FRL through direct sale or slump sale or any other mode as may be mutually acceptable to both the parties to such transaction(s) at fair valuation to be arrived at based on the fair valuation report backed by the fairness opinion, upto an overall amount of Rs. 4,000 crore (Rupees Four Thousand Crore Only) and on such other terms and conditions as may deem fit to the Board.

As per the terms and conditions of the Debenture Trust Deed, the Company is required to obtain the approval of the Debenture-holders' for the sale, disposal or transfer of the fixed assets of the Company being retail infrastructure assets leased out to FRL, at fair valuation for an amount not exceeding Rs. 4,000 crore. Further since the said assets form part of the assets charged in favour of the Debenture-holders, the consent of the debenture holders is also sought for release of charge on the specific assets being retail infrastructure assets of the Company to enable it to complete the sale / transfer / disposal transaction.

The Company is also obtaining the similar approval from the shareholders of the Company. Further, the Audit Committee and Board at their meeting held on Saturday, October 12, 2019 has also approved such transactions and Board is of the opinion that the aforesaid proposal is in the best interest of the Company and hence, recommends passing of the Special Resolution for release of charge on following fixed assets of the Company by Axis Trustee Services Ltd. for enabling the Company to sell, dispose or transfer of the said fixed assets of the Company:

Sr. No.	Description of Fixed Assets to be released
1.	The Retail Infrastructure Assets comprising of movable fixed assets of the Company installed in various
I	retail stores of Future Retail Limited and leased out to Future Retail Limited having fair value of uptoRs.4,000 crore which forms part of movable fixed assets hypothecated in favour of Debenture TrusteeIon behalf of Debenture holders.

Mr. Kishore Biyani and his relatives shall be deemed to be concerned or interested in the resolution to the extent of their shareholding in the Company. Further Mr. Vijay Biyani, though not interested directly, will be deemed to be concerned or interested in the resolution since forming part of the Promoter Group of the Company. Apart from the above, none of the other Directors, Key Managerial Personnel(s) of the Company and their respective relatives are concerned or interested, financially or otherwise, in the passing of the proposed Resolutions.

By order of the Board of Directors For Future Enterprises Limited Sd/- Deepak Tanna Company Secretary

Place : Mumbai Date : October 16, 2019

Registered Office:

Future Enterprises Limited (CIN: L52399MH1987PLC044954) Knowledge House, Shyam Nagar, Off. Jogeshwari - Vikhroli Link Road, Jogeshwari (East), Mumbai - 400 060

Route map of the venue of the meeting of Debenture-Holders of Future Enterprises Limited

FORM NO. MGT- 11

PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014

Name of the Debenture-holder(s):
Registered Address:
E-mail ID:
Folio No/Client ID:	IDP ID:
	I/We, being the Debenture-holder(s) of ……………………………… of the above named Company, hereby appoint:

1.	Name: Address: ……………………………………………………………
	E-mail ld: ………………………………………… Signature …………………………………… Or failing him;
2.	Name: Address: ……………………………………………………………
	E-mail ld: ………………………………………… Signature …………………………………… Or failing him;
3.	Name: Address: ……………………………………………………………
	E-mail ld: ………………………………………… Signature …………………………………… Or failing him;

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Debenture-holders Meeting of Series XV of the Company to be held at Auditorium, 4th Floor, Tower – C, Embassy 247, L.B.S. Marg, Vikhroli (West) Mumbai – 400 083 on Thursday, November 07, 2019 at 10:00 A.M. and at any adjournment thereof in respect of such resolutions as are indicated below:

Sr.	Resolutions		Optional*
No.		For	Against
1.	Approval for release of charge on the specific Fixed Assets of the Company;
I2.	IApproval for sell / transfer / disposed of the specific Fixed Assets of the Company;

Signed this ……… day of ………………… 2019.

Affix
revenue
stamp

Signature of Proxy Holder(s) Signature of Debenture-holder(s)

Notes:

* It is optional to indicate your preference in the appropriate column. If you leave the 'For' or 'Against' column blank against any or all Resolutions, your Proxy will be entitled to vote in the manner as he/she may deem appropriate.

1. The Proxy, to be effective should be duly stamped, completed, signed and deposited at the registered office of the Company not less than forty-eight hours before the commencement of the meeting.
1. A Proxy need not be a debenture-holder of the Company.
1. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote of the other joint holders. Seniority shall be determined by the order in which the names stand in the register of debenture-holders.
1. This form of proxy confers authority to demand or join in demanding a poll.
1. An instrument of Proxy duly filled, stamped and signed, is valid only for the meeting to which it relates including any adjournment thereof.
1. An instrument of Proxy is valid only if it is properly stamped. Unstamped or inadequately stamped Proxies or Proxies upon which the stamps have not been cancelled are invalid.
1. The Proxy-holder should prove his identity at the time of attending the meeting.
1. A proxy form which does not state the name of the Proxy should not be considered valid.
1. If an undated Proxy, which is otherwise complete in all respects, is lodged within the prescribed time limit, it should be considered valid.
1. If a company receives multiple Proxies for the same holdings of a debenture-holders, the proxy which is dated last is considered valid; if they are not dated or bear the same date without specific mention of time, all such multiple Proxies should be treated as invalid.
1. If a Proxy had been appointed for the original meeting and such meeting is adjourned, any proxy given for the adjourned meeting revokes the proxy given for the original meeting.
1. A Proxy later in date revokes any Proxy/Proxies dated prior to such Proxy.
1. A Proxy is valid until written notice of revocation has been received by the company before the commencement of the meeting or adjourned meeting, as the case may be. A Proxy need not be informed of the revocation of the Proxy issued by the debenture-holder. Even an undated letter of revocation of Proxy should be accepted. Unless the articles provide otherwise, a notice of revocation should be signed by the same person who had signed the Proxy.
1. Requisitions, if any, for inspection of Proxies should be received in writing from a debenture-holder at least three days before the commencement of the Meeting.
1. Proxies should be made available for inspection during the period beginning twenty-four hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting.

ATTENDANCE SLIP

			Sr. No.:__________________
Regd. Folio/DPID & Client ID
Name and Address of the Debenture-holder
Joint holder(s)
Name of Proxy / Authorised Representative
Number of Debenture Held	Series ofDebenture	Number ofDebenture held	Votes entitled#


	Total

Debenture-holder - one vote for each debenture held.

I / We hereby record my / our presence at the Debenture-holder Meeting of Series XV of the Company held on Thursday, November 07, 2019 at 10:00 A.M. at Auditorium, 4th Floor, Tower – C, Embassy 247, L.B.S. Marg, Vikhroli (West) Mumbai – 400 083.

-----------------------------------------------

SIGNATURE OF THE DEBENTURE-HOLDER / JOINT MEMBER(S) / PROXY / AUTHORISED REPRESENTATIVE

Note: Debenture-holder / Proxy holder wish to attend the meeting must bring the Attendance Slip to the meeting and handover at the entrance of the Meeting hall duly signed.

Date: October 16, 2019

To,
All Debenture-holders of Series XVII	Axis Trustee Services Ltd.
(hereinafter referred to Debenture Holders)	The Ruby, 2nd Floor,
	SW, Senapati Bapat Marg,
	Dadar West, Mumbai – 400 028.
	(hereinafter referred to as Debenture Trustee)

Sub.: Future Enterprises Ltd. (Company/ Issuer) – Listed, Rated, Secured, Redeemable, Non-Convertible Debentures of Series XVII upto Rs. 120 Crores ("NCDs") issued by the Company.

Dear Sir / Madam,

We write in our capacity of Issuer of the captioned NCDs.

We invite and request your attendance for a meeting of the Debenture-holders of Series XVII at our Corporate Office as per details provided herein below: