Future Enterprises Limited — Capital/Financing Update 2020

Aug 29, 2020

29th August, 2020

To, Corporate Relationship Department (CRD) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

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

Seri p Code: 52357 4 / 570002

Scrip Symbol: FEL / FELDVR

Debt Scrip Code: 952053-54-74-75 / 954328-30-40-43 / 955100-101-140-141-371-373-454-456- 749-750-957-958 / 956012-13 / 956243-268-69 / 956310-11 / 956954-55 / 957077-263-264-711-712- 713 / 957875-76-89 / 958303-04 / 958501-502-841-842

Dear Sir/ Madam,

Ref: Intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015

Sub: Outcome of Board Meeting

Dear Sir/ Madam,

Ref: Intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Sub: Outcome of Board Meeting

Pursuant to Regulation 30 of the SEBI (Listing obligations and Disclosure requirements) Regulations, 2015, we hereby inform that based on the recommendation of Audit Committee, the Board of Directors of the Company in its meeting held today, 29 August, 2020 has inter-alia, considered and approved the amalgamation of Transferor Companies as mentioned in Annexure A with Future Enterprises Limited .. The proposed amalgamation would be carried out vide a Composite Scheme of Arrangement between Transferor Companies as mentioned in Annexure A with Future Enterprises Limited ("Transferee Company" or "FEL") and their respective Shareholders and Creditors ("The Composite Scheme of Arrangement"/ Scheme"), pursuant to Sections 230 to 232 and other relevant provisions of the Companies Act, 2013.

The silent features of the Scheme are as follows :

► Amalgamation of Transferor companies as mentioned below in Annexure A, with FEL;

Further, pursuant to the Scheme and based on share entitlement report issued by M/s B S R & Associates LLP, Independent Chartered Accountants and BOO Valuation Advisory LLP, Registered Valuer and fairness opinion provided by Mis. ICICI Securities Limited, a Category I Merchant Banker,

Based on the joint report submitted by Independent valuers, the Board of Transferor Companies approved the share exchange ratio as follows:

Future Enterprises Limited

Regd. Off.: Knowledge House, Shyam Nagar, Off Jogeshwari - Vikhroli Link Road, Jogeshwari (East), Mumb P +91 22 4055 2200, F +91 22 4055 2201, www.felindia.in CIN L52399MH1987PLCO Corp. Off.: Embassy 247, Tower C, 4th Floor, LBS Marg, Vikhroli (West), Mumbai - 400 083 P +9122 6119

• FEL will issue 9 (Nine) fully paid up equity shares-of Rs. 2/- each to the equity shareholders of FCL as on the Record Date (as may be determined in terms of the Scheme) for every 10 (Ten) fully paid up equity share of Rs. 6/- each of FCL. Please note that fractional shares arising out of the above entitlement would be consolidated and dealt with as provided in the Scheme and proceeds would be distributed to all such shareholders who were originally entitled to such fractional shares.
• FEL will issue 116 (One Hundred and Sixteen) fully paid up equity shares of Rs. 2/- each to the equity shareholders of FLFL as on the Record Date (as may be determined in terms of the Scheme) for every 10 (Ten) fully paid up equity share of Rs. 2/- each of FLFL. Please note that fractional shares arising out of the above entitlement would be consolidated and dealt with as provided in the Scheme and proceeds would be distributed to all such shareholders who were originally entitled to such fractional shares.
• FEL will issue 18 (Eighteen) fully paid up equity shares of Rs .. 2/- each to the equity shareholders of FMNL as on the Record Date (as may be determined in terms of the Scheme) for every 10 (Ten) fully paid up equity share of Rs. 10/- each of FMNL. Please note that fractional shares arising out of the above entitlement would be consolidated and dealt with as provided in the Scheme and proceeds would be distributed to all such shareholders who were originally entitled to such fractional shares.
• FEL will issue 101 (One Hundred and One) fully paid up equity shares of Rs. 2/- each to the equity shareholders of FRL as on the Record Date (as may be determined in terms of the Scheme) for every 10 (Ten) fully paid up equity share of Rs. 2/- each of FRL. Please note that fractional shares arising out of the above entitlement would be consolidated and dealt with as provided in the Scheme and proceeds would be distributed to all such shareholders who were originally entitled to such fractional shares.
• FEL will issue 131 (One Hundred and Thirty One) fully paid up equity shares of Rs. 2/- each to the equity shareholders of FSCSL as on the Record Date (as may be determined in terms of the Scheme) for every 10 (Ten) fully paid up equity share of Rs. 10/- each of FSCSL. Please note that fractional shares arising out of the above entitlement would be consolidated and dealt with as provided in the Scheme and proceeds would be distributed to all such shareholders who were originally entitled to such fractional shares.
• No shares would be issued upon merger of wholly owned subsidiary, Future Bazaar India Limited (FBIL) and its wholly owned subsidiary companies, pursuant to the Scheme, since merging with holding company.

In the event, any or all of the concerned companies restructure their share capital by way of share split / consolidation / issue of bonus shares etc., during the pendency of the Scheme, the share exchange ratio stated above shall be adjusted (including stock options) accordingly, to consider the effect of any such corporate actions undertaken by such entity.

Future Enterprises Limited

Regd. Off.: Knowledge House, Shyam Nagar, Off Jogeshwari - Vikhroli Link Road, Jogeshwari {East), Mumb P +9122 4055 2200, F +91 22 4055 2201, www.felindia.in CIN L52399MH1987PLCO Corp. Off.: Embassy 247, Tower C, 4th Floor, LBS Marg, Vikhroli (West), Mumbai - 400 083 P +91226119 uui:.1 .........

► Transfer and vesting of the Logistics & Warehousing Undertaking from FEL as a going concern on a slump sale basis to Reliance Retail Ventures Limited ("RRVL");

Identified assets and identified liabilities of the Logistics & Warehousing Undertaking would be transferred to and vested in Reliance Retail Ventures Limited as a going concern on slump sale basis for a consideration of Rs. 25.22 crore (Rupees twenty five crore and twenty two lakhs). The consideration is subject to adjustments as set out in the Scheme.

► Transfer and vesting of the Retail & Wholesale Undertaking from FEL as a going concern on a slump sale basis to Reliance Retail and Fashion Lifestyle Limited, a wholly owned subsidiary of RRVL ("RRVL WOS");

Identified assets and Identified liabilities of the Retail & Wholesale Undertaking would be transferred to and vested in Reliance Retail and Fashion Lifestyle Limited, a wholly owned subsidiary of RRVL, as a going concern on a slump sale basis for a consideration of Rs. 5,628.33 crore (Rupees five thousand six hundred twenty eight crore and thirty three lakhs). The consideration is subject to adjustments as set out in the Scheme.

► Preferential allotment of equity shares and warrants of FEL to RRVL WOS.

The Company has further approved as part of the same Scheme, issue of67,98,86,685 {Sixty Seven Crore Ninety Eight Lakh Eighty Six thousand Six Hundred Eighty Five) Equity Shares of face value Rs. 2/- each of the Company at an issue price of Rs. 17.65 per Equity Share (including premium of Rs. 15.65 per Equity Share) ("Issue Price") aggregating to Rs. 11,99,99,99,990.25 on preferential basis to Reliance Retail and Fashion Lifestyle Limited, in accordance with the provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), as amended and subject to execution of requisite documentation and the approval of the Shareholders of the Company.

The Company has further approved as part of the same Scheme, issue of 90,65, 15,580 (Ninety Crore Sixty five Lakh Fifteen thousand Five Hundred and Eighty) warrants convertible into 90,65, 15,580 equity shares of Rs. 2/- each at a premium of Rs. 15.65/- per share aggregating to Rs. 15,99,99,99,987.00 to Reliance Retail and Fashion Lifestyle Limited on a preferential basis, subject to receipt of initial application amount of 25% of the Issue Price, in accordance with the provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), as amended and subject to the approval of the Shareholders of the Company. Each warrant is convertible into One (1) equity share and the conversion can be exercised at any time during the period of 18 months from the date of allotment of warrants, as the case may be, on such other terms and conditions as applicable.

Reliance Retail and Fashion Lifestyle Limited is a step-down subsidiary of Reliance Industries Limited.

The Relevant Date, in terms of Regulation 161 of the SEBI ICDR Regulations read with circular issued by the Securities and Exchange Board of India dated 23 March, 2017, bearing reference no. CFD/DIL3/CI R/2017 /26, for the purpose of pricing of the proposed preferential issue of Equity Shares is 29 August 2020.

Future Enterprises Limited

Regd. Off.: Knowledge House, Shyam Nagar, Off Jogeshwari - Vikhroli Link Road, Jogeshwari (East), Mumbai P +91 22 4055 2200, F +9122 4055 2201, www.felindia.in CIN L52399MH1987PLC044 Corp. Off.: Embassy 247, Tower C, 4th Floor, LBS Marg, Vikhroli (West), Mumbai - 400 083 P +91226119 00

Ltd. Shareholders' approval for the proposed preferential issue of Equity Shares shall be obtained as part of the approval to the Scheme.

Please note that the equity shares and Class B (Series 1) shares of FEL are listed on BSE Limited and National Stock Exchange of India Limited. The new shares to be issued to the shareholders of Transferor Companies in terms of aforesaid share entitlement ratio shall rank pari passu in all respects with the existing equity shares of the FEL and accordingly be listed on the aforesaid stock exchanges, subject to obtaining necessary regulatory approvals.

The said Scheme would be subject to requisite approvals of the National Company Law Tribunal, BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India, Competition Commission of India and other statutory I regulatory authorities, including those from the shareholders and creditors of the Transferor Companies and Transferee Company, and applicable contractual approvals.

The Board has also authorised and empowered the Committee of Directors to take all necessary steps and to do all such acts, deeds, matters and things, as may be necessary to give effect to the Scheme.

The information pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September, 2015 is also enclosed herewith as Schedule I.

The meeting of the Board of Directors commenced at 06:30 pm and concluded at 8:25 pm.

The above is for your information and record, please.

Thanking you,

Yours faithfully, For Future Enterprises Limited

Deepak Tanna Company Secretary

Encl.: as above.

Future Enterprises Limited

Regd. Off.: Knowledge House, Shyam Nagar, Off Jogeshwari - Vikhroli Link Road, Jogeshwari (East), Mumbai - 400 060 P +91 22 4055 2200, F +91 22 4055 2201, www.felindia.in CIN L52399MH1987PLC044954 Corp. Off.: Embassy 247, Tower C, 4th Floor, LBS Marg, Vikhroli (West), Mumbai - 400 083 P +91 22 6119 0000

Schedule I: Disclosure under Re·gulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015

Particulars	Remarks
Name of the entity(ies) forming part of the	Details of the entities forming part of the
Scheme, details in brief such as, size, turnover	Scheme are provided in Annexure "A".
etc.
Whether the transaction would fall within	Yes.
related party transactions? If yes, whether the
same is done at "arms length";	The transaction contemplated in the proposedScheme are at arms'lengthbasis. Theconsideration for the merger being the shareexchange ratio is based on the valuationrepo.rt provided by B S R & Associates LLPIndependent Chartered Accountants and BDOValuation AdvisoryLLP, Registered Valuer.,ICICISecuritiesLimited,RegisteredMerchant Banker, has issued its fairnessopinion on the share exchange ratio.
Area of business of the entity(ies);	Details of area of business of the entities
	forming part of the Scheme are provided in
	Annexure "A".
Rationale for the Scheme;	RATIONALE
	The Reliance group, in order to expand its•retail and wholesale footprint, is desirousof acquiring the logistics & warehousingand retail & wholesale businesses andrelatedassetshousedinvariousTransferor Companies as a going concernonSlump Sale basisthemannerinprovided in this Scheme.•To facilitate the above acquisitionbyReliance group, the Future group, as a firstdesirous of consolidating thestep,islogistics&warehousingandretail&wholesale businesses and related assetshoused in various Transferor Companiesin the Transferee Company.•The Reliance group proposes to acquire aminority interest in the business which isremaining with the Transferee Companywhich will be carried on by the Transferee

Future Enterprises limited

Regd. Off.: Knowledge House, Shyam Nagar, Off Jogeshwari - Vikhroli Link Road, Jogeshwari (East), Mumbai P +91 22 4055 2200, F +91 22 4055 2201, www.felindia .in CIN L52399MH1987PLC04 Corp. Off.: Embassy 247, Tower C, 4th Floor, LBS Marg, Vikhroli (West), Mumbai - 400 083 P +91 22 6119' 0

	Future
	Enterprises
FE	Ltd.

Particulars	Remarks
	CompanyposttheSchemeandaccordingly, is desirous of subscribing to(by way of preferential issue) equity sharesandwarrantstobeissuedbytheTransferee Company.The Scheme is in the best interests of theshareholders, employees and the creditors ofeach of the entities which are a party of theScheme.
In case of cash consideration -amount orotherwise share exchange ratio;	•FEL will issue 9 (Nine) fully paid upequity shares of Rs. 2/- each to theequity shareholders of FCL as on theRecord Date (as may be determined interms of the Scheme) for every 1 O(Ten) fully paid up equity share of Rs.6/-each of FCL. Please note thatfractional shares arising out of theaboveentitlementwouldbeconsolidatedanddealtwithasprovided in the Scheme and proceedswouldbedistributedtoallsuchshareholderswhowereoriginallyentitled to such fractional shares.
	•FEL will issue 116 (One Hundred andSixteen) fully paid up equity shares ofRs. 2/- each to the equity shareholdersof FLFL as on the Record Date (asmay be determined in terms of theScheme) for every 10 (Ten) fully paidup equity share of Rs. 2/-each ofFLFL.Pleasenotethatfractionalof thesharesarisingoutaboveentitlement would be consolidated anddealt with as provided in the Schemeand proceeds would be distributed toallsuchshareholderswhowereoriginally entitled to such fractionalshares.
	•FEL will issue 18 (Eighteen) fully paidup equity shares of Rs. 2/- each to theequity shareholders of FMNL as on theRecord Date (as may be determined in

Regd. Off.: Knowledge House, Shyam Nagar, Off Jogeshwari - Vikh roli Link Road, Jogeshwari (East), Mumbai - P +91 22 4055 2200, F +91 22 4055 2201, www.fel india.in CIN LS2399MH1987PLC04--•"~ Corp. Off.: Embassy 247, Tower C, 4th Floor, LBS Marg, Vikhroli (West), Mumbai - 400 083 P +91 22 6119

Particulars	Remarks
	terms of the Scheme) for every 10(Ten) fully paid up equity share of Rs.10/- each of FMNL. Please note thatfractional shares arising out of theaboveentitlementwouldbeconsolidatedanddealtwithasprovided in the Scheme and proceedswouldbedistributedtoallsuchshareholderswhowereoriginallyentitled to such fractional shares.
	•FEL will issue 101 (One Hundred andOne) fully paid up equity shares of Rs.2/- each to the equity shareholders ofFRL as on the Record Date (as may bedetermined in terms of the Scheme) forevery 10 (Ten) fully paid up equityshare of Rs. 2/- each of FRL. Pleasenote that fractional shares arising outof the above entitlement would beconsolidatedanddealtwithasprovided in the Scheme and proceedswouldbedistributedtoallsuchshareholderswhowereoriginallyentitled to such fractional shares.
	•FEL will issue 131 (One Hundred andThirty One) fully paid up equity sharesofRs.2/-eachtotheequityshareholders of FSCSL as on theRecord Date (as may be determined interms of the Scheme) for every 1 O
	(Ten) fully paid up equity share of Rs.10/- each of FSCSL. Please note thatfractional shares arising out of theaboveentitlementwouldbeconsolidatedanddealtwithasprovided in the Scheme and proceedswouldbedistributedtoallsuch

Regd. Off.: Knowledge House, Shyam Nagar, Off Jogeshwari - Vikhroli Link Road, Jogeshwari (East), Mumb.,O.O""O" P +91 22 4055 2200, F +91 22 4055 2201, www.felindia.in CIN L52399MH1987PLC0 Corp. Off.: Embassy 247, Tower C, 4th Floor, LBS Marg, Vikhroli (West), Mumbai - 400 083 P +91 22 6119

Particulars	Remarks
	'companies, pursuant to the Scheme, sincemerging with holding company.
Brief details of change in shareholdingpattern (if any) of listed entity.	Upon the proposed Scheme become effective,TransferorCompaniesshallstandthedissolved without winding up and the equityshareholders of the Transferor Companies willget the shares of FEL based on the shareexchange ratio as mentioned herein above.

Regd. Off.: Knowledge House, Shyam Nagar, Off Jogeshwari - Vikhroli Link Road, Jogeshwari (East), Mumb P +91 22 4055 2200, F +91224055 2201, www.felindia.in CIN LS2399MH1987PLC0 Corp. Off.: Embassy 247, Tower C, 4th Floor, LBS Marg, Vikhroli (West), Mumbai - 400 083 P +9122 6119 o,IWl!lfA""-'

The following additional details for slump sale is being disclosed, in accordance with the SEBI circular dated September 9, 2015.

Further details in relation to slump sale:
The amount and percentage of the turnoveror revenue or income and net worthcontributed by such unit or division of thelisted entity during the last financial year	The Logistics & Warehousing Undertakingand the Retail & Wholesale Undertaking werenot part of the Company during the lastfinancial year. These undertakings are beingtransferred to the Company pursuant to themerger of the Transferor Companies andsimultaneously being trans.ferred to RRVL andRRVL WOS under the Scheme.
Date on which the agreement for sale hasbeen entered into	29 August 2020, i.e. the date of approval bythe Board of Directors of the Company.
The expected date of completion ofsale/disposal	The Scheme would be effective from theAppointedDate. TheSchemewouldbesubject to requisite approvals of the NationalCompany Law Tribunal, the BSE Limited, theNational Stock Exchange of India Limited, theSecurities and Exchange Board of India, theCompetition Commission of India and otherstatutory / regulatory authorities, as well asapprovals from the shareholders and creditorsof each of the companies which are a party totheSchemeandapplicablecontractualapprovals.
Brief details of buyers and whether any of thebuyers belong to the promoter/ promotergroup/group companies. If yes, detailsthereof	Please see paragraphs 20 and 21 of Annexure"A" for brief details of RRVL and RRVL WOS,the buyers for the slump sale.Thebuyersdonotbelongtothepromoter/promoter group of the Company.

Future Enterprises Limited

Regd. Off.: Knowledge House, Shyam Nagar, Off Jogeshwari - Vikhroli Link Road, Jogeshwari (East), Mu P +91 22 4055 2200, F +91 22 4055 2201, www.felindia.in CIN L52399MH1987PL Corp. Off.: Embassy 247, Tower C, 4th Floor, LBS Marg, Vikhroli (West}, Mumbai - 400 083 P +91 22 611 ..,,.v~- ----

SI.No.	Name of thecompaniesforming part of theScheme	Size/Networth as at31 March2020(Rs. in crs)	Turnover forFinancialYear 2019-20(Rs. in crs)	Area of Business
	Transferee Company
1.	Future EnterprisesLimited	3,968.54(As at31 December2019)	3,719.62(for ninemonths ended31 December2019)	Manufacturingsourcingofandfashion products, renting of retailinfrastructure and investment
	Transferor Companies
1.	Future ConsumerLimited	973.61	3,026.09	Sourcing, manufacturing, branding,marketing and distribution of fastmoving consumer goods, food andprocessedfoodproductsacrossurban and rural India.
2.	Future LifestyleFashions Limited	1135.94	6,050.40	Retailing of fashion products throughdepartmentalneighbourhoodandstores under various formats acrossthe country.
3.	Future MarketNetworks Limited	168.10	170.60	Building capacity; creating networkofnewmarketsformodernwholesale trade; and enabling theretail and logistics infrastructure forfuture markets in a more efficientand cost effective manner.
4.	Future RetailLimited	4,953.36(As at31 December2019)	15,717.09(for ninemonths ended31 December2019)	Retailing of fashion, household andconsumerthroughproductsdepartmentalandneighbourhoodstores under various formats acrossthe countrv.
5.	Future SupplyChain SolutionsLimited	743.16	1,14,0.55	An integrated and IT enabled end-toendsupplychainandlogisticscompanycapabilitieswithinhandlingmodernwarehousing,expresslogistics,coldchainlogistics, etc.
6.	Futurebazaar IndiaLimited	-1 .54	0.07	Online retailing of consumer goodsand products.
7.	Acute Retail InfraPrivate Limited	-9.58	1.14	Ownership of retail mall & renting ofretailspaceandin storeretailinfrastructure
8.	Basuti Sales &Trading PrivateLimited	-90.18	205.19	Wholesale trade and renting of instore retail infrastructure
9.	Brattle FoodsPrivate limited	9.22	24.34	Ownership of warehouses and coldstorage facilities, renting of supplychain infrastructure.

Regd. Off.: Knowledge House, Shyam Nagar, Off Jogeshwari - Vikhroli Link Road, Jogeshwari (East), Mu P +9122 4055 2200, F +91 22 4055 2201, www.felindia.in CIN L52399MH1987PL Corp. Off.: Embassy 247, Tower C, 4th Floor, LBS Marg, Vikhroli (West), Mumbai - 400 083 P +91 22611~!1m~tl;'

F E L	), FutureEnterprisesLtd.
SI.No.	Name of thecompanies formingpart of the Scheme	Size/Networth as at31 March2020(Rs. in crs)	Turnover forFinancialYear 2019-20(Rs. in crs)	Area of Business
	10. Chirag OperatingLease Co PrivateLimited	-0.15	-	Investments in retail mall propertyofandrentalinstoreretailinfrastructure.
11.	Hare KrishnaOperating LeasePrivate Limited	-18.61	-	ofRentinginstoreretailinfrastructure.
	12. Nice Texcot Trading& Agency PrivateLimited	-78.46	2.58	ofRentinginstoreretailinfrastructure.
13.	Nishta MallManagement CoPrivate Limited	-3.24	8.38	Ownership of retail mall & rentingof retail space and in store retailinfrastructure
14.	OjasTradelease MallManagement PrivateLimited	-164.96	4.50	Ownership of retail mall & renting ofretail space and in store retailinfrastructure
15.	Precision RealtyDevelopers PrivateLimited	1.14	2.11	Ownership of warehouses, rentingof supply chain infrastructure. & instore retail infrastructure
16.	Rivaaz TradeVentures PrivateLimited	-0.57	25.37	InformationtechnologyandITenabled services and renting ofinstore retail infrastructure.
	17. Syntex Trading &Agency PrivateLimited	64.60	5.10	ofRentinginstoreretailinfrastructure, and investments inretail orooertv
	18. Taquito LeaseOperators PrivateLimited	-7.35	-	Providing real estate solutions withown or leased property and leasesassets conducive to the business ofooeratina retail stores.
	19. Unique Malls PrivateLimited	-3.85	0.50	Ownership of retail mall & renting ofretail space and in store retailinfrastructure
	Buver companies in the slump sale
	20. Reliance RetailVentures Limited	7006.22	192.52	Supplychainmanagementbusiness for retail
	21 . Reliance Retail andFashion LifestyleLimited	0.01	NA(Newincorporatedcompanv)	Retail & Wholesale business

), Future

Regd. Off.: Knowledge House, Shyam Nagar, Off Jogeshwari - Vikhroli Link Road, Jogeshwari (East), M umbai - 400 060 P +91 22 4055 2200, F +91 22 4055 2201, www.felindia.in CIN L52399MH1987PLC044954 Corp. Off.: Embassy 247, Tower C, 4th Floor, LBS Marg, Vikhroli (West), Mumbai - 400 083 P +91 22 6119 0000