Sharing the Joy of Food

February 2016

Contents

2

S No Particulars Slide No

1 Integrated Food & FMCG Company 03

2 Brands 04 – 10

3 Sourcing & Manufacturing 11-13

4 Distribution 14 – 15

5 Key Management & Board of Directors 16-19

6 Financial Snapshot 20 - 23

7 Fund Raise Underway 24-25

8 Shareholding Post Fund Raise 26

9 The Road Map Ahead 27

Integrated Food & FMCG Company

(1) Operates facility in Food Park(2) Future Group retail outlets include Easy Day (awaiting statutory approval)(3) FCEL to enter into Master Franchisee Agreement for its convenience store network of “KBFP”, “KBCY”, “Big Apple” and “Aadhaar”

Food & FMCG Brands

Two Strong Pillars Supporting the Furtherance of Business Purpose

• Strong presence in sourcing of agri commodities and

fresh produces

• Dairy & Bakery manufacturing facility in Southern India

• Frozen Vegetables / Snacks and Condiments facilities(1)

• Oats facility in Sri Lanka

• International tie-up with global brands

• Access to over 400(2) Future Group retail outlets with 11 mn sq ft feet space attracting over 200 mn footfalls

• Franchise arrangement for 330 convenience stores(3)

• General Trade Distribution

Sourcing & Manufacturing Distribution Network

3

Portfolio: Key Brands and Categories

Staples

Dals, Oils, Flour, Pulses, Cereals, Spices, Oilseeds,

Dry Fruits

Dairy & Bakery

Milk, Butter, Cheese, Cream, Paneer, Curd, Butter Milk,

Yogurt, Spreads

Bread, Buns, Cookies, Rusk,

Drops

Personal Care

Tissues, Wipes, Liquid Hand

Soap, Sanitary pads, Body wash

/ lotion

Home Care

Toilet & Floor Cleaners , Utensil

Cleaners

Value Added Products

Wafers, Indian Savories, Juices, Ketchup, Sauces, Pickles, Instant

Soup Mix & Noodles,

Kitchen Aides, Detergent

powder & bar

Breakfast Cereals, Jam, Cookies,

Baked /Snacks, Frozen Snacks /

vegetables

5

Broad Portfolio of Branded Commodities

Entering into high margins products like specialty flour, rice bran oil, olive oil among others

6

Expanding Dairy and Bakery Footprint• Nilgiris operates a wide & integrated portfolio of dairy

& bakery products in Southern India

• Expanding Nilgiri’s geographical footprint in Delhi &Western India

• With launch of milk and value added dairyproducts

• Introduced Crème De Lite, a yummy range of Crèmespreads in 5 exciting flavours, Natural / Onion /Pepper / Garlic and Choco

• Product range extended with launch of cheese cubes,spread butter, cheese slice and fruit yogurt

7

Focus on Emerging High Margin Categories

8

Personal and Home Care

9

Forging Relations with Leading FMCG Companies

10

&

Created Strong Backend Infrastructure

12

• Created fully integrated agri-commodity sourcing capabilities

• 51 sourcing hubs across the country and APMC licenses in 26 states

• Warehousing facilities at 32 locations

• 11 processing centers - includes mechanized processing centers

• Other centers are for cleaning / sorting / grading

• Dairy business procures 52,000 litresof milk everyday

• Network of 5,000 farmers and 200 milk traders in Tamil Nadu and Karnataka

Sourcing Strengths

Dairy

• One manufacturing facility near Bangalore

• Daily milk handling capacity of 100k litres per day

• Installed capacities for dairy for wide range of products like milk, butter, different variants of cheese, curd etc

• “Dedicated” Chilling Center at Muthur

• Planning strategic tie ups with other dairy players in Northern & Western markets

Bakery

• One manufacturing facility near Bangalore

• Daily dispatch of products from the Bakery factory, materials stored at factory itself

Dairy & Bakery Facilities

Oats Facility in Sri Lanka

• Recently launched an Oats manufacturing facility

• Enable to capture Oats segment in India with a wide variety of products

Other Facilities in Southern India (as part of Food Park)

• Facility for Frozen Vegetables & Frozen Snacks

• Sauces and Dips facility for brand Sangi’s Kitchen

Contract Manufacturing:

• Working with leading food & FMCG manufacturers across segments

Other Facilities

12

International Tie-ups with Global Brands

1313

• Sunkist, a $1.2 billion global brand with around 700 SKUs in 77 countries

• Exclusively licensed for distribution in India

• Mibelle is a division of Migros Group – the largest retailer in Switzerland with an interest in various retail / consumer related businesses and a turnover of ~€25 billion

• Entered into a joint venture to manufacture, distribute, market and sell personal care products in India

3 Pronged Distribution Strategy

Store data as of 31st December 2015(1) Awaiting regulatory approval(2) Includes 11 standalone Food Bazaar stores 15

• Network of franchised stores focusing on urban and rural markets

Urban Network

• KB’s Conveniently Yours focuses on Mumbai & Delhi

• Nilgiris has a strong presence in the Sourthern market

Rural Network

• Aadhaar caters to Punjab & Gujarat

Franchised Convenience Stores

Expanding presence in general trade

• Acquisition of Kara, one of the leading wet wipes brands in India

• Access to a network of 13 Carrying & Forwarding Agents & 140 Distributors

• Launch underway for Tasty Treat, Think Skin and Sunkist brands through other channels

Modern Public Distribution System, Rajasthan:

• Announced a partnership with Rajasthan Government for providing better quality multi brand consumer goods via Fair Price Shops

• Extended distribution to around 500 Fair Price Shops by adding 4 distribution centers in the region

Expanding own General Trade Distribution

Stores

119

156

55

Total Stores 330

15

• Distribution pan India across Big Bazaar and Food Bazaar stores

• Establishing presence across recently acquired Easy Day stores (1)

• Presence across over 11mn sq ft space in over 180 cities(1)

Access to Future Group’s retail outlets

Stores

211(2)

200

Total Stores 411

Key Management & Board of

Directors

Business Backed by Strong Management Team

Kishore Biyani – CEO Future Group, Vice Chairman FCEL

• Kishore Biyani is the founder and Group CEO of Future Group

• Widely credited as the pioneer of modern retail industry in India, he is a mentor and rolemodel for many Indian entrepreneurs

• Has over 25 years experience in the field of manufacturing, marketing and retailing ofreadymade garments

• Over the past two decades he has created and leads some of India's most popular retail chainslike Big Bazaar, Central, Pantaloons, Home Town , eZone, KB’s and Aadhaar.

• Other retail chains include, department store chain, outlet stores chain, Brand Factory,sportswear chain, Planet Sports, supermarket chains, Food Bazaar and Food Hall

• Created a retail chains presence in over 160 cities and rural locations in India

• Received various prestigious awards including, 'CEO of the Year – 2001’, 'Most Admired Retailerof the Year – 2004’, 'Retail Face of the Year - Images Retail Awards 2005' , 'E&Y Entrepreneur ofthe Year - Services - 2006‘

17

Business Backed by Strong Management Team

Brands

Devndra Chawla – Head Food & FMCG Brands

o Worked as VP & Head of Merchandising & Format atReliance Fresh

o Served at Coca Cola as GM and Director AreaOperations

o Big Bazaar won the “Most Admired Retailer of theYear – Private Label” under his leadership for 3 years

Murali Krishan – Head Dairy & Bakery

o Joined Future Group, post the acquisition of Nilgirisby FCEL in November 2014

o A seasoned FMCG professional he has worked acrossgeographies in India with some leading brands -Wipro Lighting, Gillette and Perfetti

Sourcing & Manufacturing

Narendra Baheti - Head Agri Business

o Instrumental in successfully leading agri-sourcingbusiness of the group

o Helped in building strong brands such as GoldenHarvest, Fresh & Pure, Premium Harvest, Ektaa

o Expected to drive better synergies across thebusiness group and help take the agri-business tonext level

Monangi Srinivasan - Head Food Park

o Currently heads the India Food Park Private Ltd.(IFPPL) as CEO

o Previously served as CEO at Olam International

Saurabhkumar Lal, Head Manufacturing-

o Over 20 years of manufacturing and supply chainexperience across FMCG, printing and packagingindustries

o At HUL, looked after supply and operations of 3company owned and 15 contract manufacturingplants of FMCG products

Corporate

Manoj Saraf, CFO

o Experience in various industries, including Dairy,Internet and Catalogue Retail and Media

o Around 18 years of experience in financialaccounting, taxation, strategic business planning,banking, development of strategic MIS andcompliances

Jacob Peter – Head People Office

o HR professional with strong understanding ofbusiness and is passionate about Entrepreneurshipand developing people

o Previously worked at KPMG India, Hay Group, SunMicroSystems, GE Capital and Mircoland Limited `

18

Effective Board Members with Vast Experience

G. N. Bajpai, Chairman

• Previously been the Chairman of SEBI, LIC,the Corporate Governance Task Force ofInternational Organisation of SecuritiesCommission and the Chairperson of theInsurance Institute of India

• Served on the Board of Directors of variousinstitutions

Frédéric de Mévius

• Acting as representative of DLF SA

• Founded Verlinvest & has been its managingdirector since then, serves as non-executivedirector of portfolio companies

• Previously served on the Board of Directorsof Interbrew and Spadel

• Comes from an Investment Bankingbackground with experience in LehmanBrothers and S.G. Warburg

Vibha Rishi

• Currently on the Board of prestigiouscompanies like Asian Paints, Tata Chemicals,Indian Hotels, Go Airlines, Taj SATS AirCatering, PNB Metlife India Insurance, TataTeleservices

• Previously worked with Tata AdministrativeServices and PepsiCo

Ashni Biyani

• Instrumental in bringing in design-ledthinking within the group

• Led the conceptualization and launch of anumber of retail formats for Future Group

• Attended courses on scenario planning atNew York’s Parsons School of Design and theSummer Institute of General Managementat Graduate School of Business, StanfordUniversity

K. K. Rathi

• Qualified chartered accountant andcompany secretary with approximately 25years of professional experience

• Previously served as CEO of Future Venturesand CFO with erstwhile Pantaloon RetailIndia Limited

• Prior experience in corporate finance,strategic business planning and investmentadvisory at KEC International Limited, H&RJohnson (India) Limited, and Motilal OswalPrivate Equity Advisors Private Limited

Adhiraj Harish

• Member of the Bar Council of Maharashtra& Goa and has been practicing as anAssociate at D.M. Harish & Co., Advocates

• Primary expertise in the area of real estatelaws

• Instrumental in successful completion ofnumerous real estate transactions

• Holds a Bachelors degree in ManagementStudies and a Masters degree in LegislativeLaws

19

Financial Snapshot

Consolidated Financial Performance Overview

Top Line Growth

Gross Margin

(%)

40%

15.5%

240 bps

EBITDA ₹46mn

₹48mn

Q3 FY16 vs Q3 FY15 9M FY16 vs 9M FY15

38%

15.9%

300 bps

- ₹8mn

₹58mn

21

EBITDA evolution in the last 3 quarters

22

(47)

(6)

46

Q1 FY16 Q2 FY16 Q3 FY16

EBITDA (₹ mn)

Performance improvement on the back of revenue growth and gross margin expansion

Consolidated Financials

23

Year Ended

Particulars (In ₹ mn) FY16 FY15 FY 15

Total Operating Income 13,247 9,578 13,166

Y-o-Y Growth (%) 38%

Gross Margin 2,110 1,242 1,760

Gross Margin% 15.9% 13.0% 13.4%

EBITDA -8 -66 -185

Consolidated PAT -870 -531 -1,028

PAT % -6.6% -5.5% -7.8%

9M Ended

Income Statement Balance Sheet

• In 9M FY16, the company crossed full year FY15 revenues of ~₹13 bn

• Net Debt to Equity of 0.71x(1)

• Most of the assets have been recently commissioned.

Particulars (In ₹ mn) 31-Dec-15 31-Mar-15

Shareholders' Funds 6,835 7,696

Minority Interest 254 338

Net Debt 4,863 5,302

Net Adjusted Capital Employed 11,951 13,336

Net Non Current Assets 10,489 9,952

Net Current Assets 1,462 3,384

Total Net Assets 11,951 13,336

As of Date

(1) Before current fund raise impact

Fund Raise Underway

Fund Raising Underway

25

1 Raise US$55 mn (approx ₹3,685 mn) through preferential allotment

Black River to invest ₹3,015 mn (US$45 mn) @ ₹22.73 per share through CCDs convertible

Promoters to invest ₹670 mn @ ₹22.73 per share through warrants exercisable at a date after 18 months post allotment date

2 Primary purpose of the fund‐raising

Fund various expansion plans and business initiatives of the Company

Improvement of costs and maturity profile of existing debt thereby further strengthening the balance sheet of FCEL

Strategic Alliance for upstream activities3

4 About Black River

Black River is a global asset management firm specializing in alternative investment strategies.

Formed in 2003, Black River is an independently managed subsidiary of Cargill, a privately held corporation and one of the world’s leading suppliers of food, agricultural and industrial products and services

Key investments in India Region / Food FMCG Companies:

It typically invests in the range of US$25-50 mn in each firm. Black River investments in India include

Dodla Dairies based in Hyderabad

Bakers Circle India Pvt Ltd based in Delhi

Enter into a Strategic Alliance Agreement with Black River for a larger cooperation to build/invest in upstream capabilities in the food and allied sectors

Marquee Consumption Focused Funds Invested in FCEL

26

Shareholding Pre & Post Allotment to Black River & Promoter

(1) Assuming no change in other shareholding

Shareholder Category Number of Shares % Number of Shares %

Promoters 72,22,12,331 43.6% 75,16,88,793 41.3%

Institutional Investors 30,31,21,402 18.3% 43,57,65,485 23.9%

Arisaig Partners 15,20,43,000 9.2% 15,20,43,000 8.4%

Verlinvest SA 14,05,77,538 8.5% 14,05,77,538 7.7%

Black River* 13,26,44,083 7.3%

Other Institutional 1,05,00,864 0.6% 1,05,00,864 0.6%

Others 63,21,08,305 38.1% 63,21,08,305 34.7%

Total 1,65,74,42,038 100.0% 1,81,95,62,583 100.0%

* Subject to regulatory approval

Pre Allotment Post Allotment*(1)

The Road Map Ahead..

27

Strongly emerging as a leading integrated Food & FMCG Company

Building a strong portfolio of brands in high margin categories

Continue to build a strong distribution network across channels Pan India

Roadmap to high growth with expansion of Gross Margins

Leading to expansion of operating profit

Significant portion of capital employed has recently got into commercial activity andshould now gradually lead to value creation

Thank You

Disclaimer This presentation may contain forward-looking statements, which may be identified by their use of words like ‘plans’, ‘expects’, ‘will’, ‘anticipates’, ‘believes’, ‘intends’, ‘projects’, ‘estimates’ or other words of similar meaning. All statements that address expectations or projections about the future, including but not limited to statements about the Company’s strategy for growth, product development, market position, expenditures, and financial results, are forward-looking statements. Forward-looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The Company’s actual results, performance or achievements could thus differ materially from those projected in any such forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.