Capital First Ltd

Capital First Limited has informed the Exchange that the Debenture Committee constituted by the Board of Directors of the Company at its meeting held on May 03, 2013, inter alia, has approved the proposed issue of Unsecured Redeemable Non-Convertible Subordinated Debentures in one or more tranches, for an aggregate amount upto Rs. 50 Crore to be issued on private placement basis.

Capital First Limited has submitted to the Exchange vide letter dated May 02, 2013 a copy of disclosure pursuant to Regulation 13(4), 13(4A) and 13(6) of the SEBI (Prohibition of Insider Trading) Regulations, 1992.

Dayside Investments Limited has submitted to the Exchange vide letter dated April 26, 2013 a copy of disclosure pursuant to Regulation 13(4), 13(4A) and 13(6) of the SEBI (Prohibition of Insider Trading) Regulations, 1992.

Dayside Investments Limited has submitted to the Exchange vide letter dated April 01, 2013 a copy of disclosure pursuant to Regulation 13(4), 13(4A) and 13(6) of the SEBI (Prohibition of Insider Trading) Regulations, 1992.

Capital First Limited has submitted to the Exchange vide letter dated March 28, 2013 a copy of disclosure pursuant to Regulation 13(4), 13(4A) and 13(6) of the SEBI (Prohibition of Insider Trading) Regulations, 1992.

Dayside Investments Limited has submitted to the Exchange vide letter dated March 26, 2013 a copy of disclosure pursuant to Regulation 13(4), 13(4A) and 13(6) of the SEBI (Prohibition of Insider Trading) Regulations, 1992.

Dayside Investments Ltd has submitted to the Exchange vide its letter dated March 21, 2013 a copy of disclosure pursuant to Regulation 13(4), 13(4A) and 13(6) of the SEBI (Prohibition of Insider Trading) Regulations, 1992.

Capital First Limited has informed the Exchange that the Debenture Committee constituted by the Board of Directors of the Company at its meeting held on March 20, 2013, inter alia, approved the following : (A) Allotment of Secured Redeemable Non-Convertible Debentures ("NCDs") : (1) The Company has raised Rs. 100 Crores (Rupees One Hundred Crore Only) in second tranche out of the approved Secured Redeemable Non-Convertible Debentures ("NCDs") issue of upto Rs. 450 Crores (Rupees Four Hundred Fifty Crore Only) on private placement basis; (2) The second Tranche is closed on March 20, 2013 and under the said Issue, the Debenture Committee at its Meeting held on March 20, 2013, has Inter-alia approved allotment of 1000 NCDs having the Face Value of Rs. 10,00,000/- (Rupees Ten Lacs Only) each, aggregating to Rs. 100 Crore (Rupees One Hundred Crore Only); (3) The said NCDs shall be listed on National Stock Exchange of India Limited.

Capital First Limited has submitted to the Exchange vide letter dated March 15, 2013 a copy of disclosure pursuant to Regulation 13(4), 13(4A) and 13(6) of the SEBI (Prohibition of Insider Trading) Regulations, 1992.

Capital First Limited has informed the Exchange that the Board of Directors of the Company through a resolution passed by circulation on March 14, 2013, has allotted 30,86,420 equity shares of Rs,10/- each fully paid up at a premium of Rs. 152 per share to Cloverdell Investment Ltd, Promoter of the Company, against conversion of 30,86,420 Compulsorily Convertible Preference Shares held by them. With the allotment of the above shares, the equity base of the Company stands increased from present level of 6,79,37,904 (Nos.) to 7,10,24,324 (Nos.) equity shares of Rs.10/- each.

Capital First Limited has informed the Exchange that the Debenture Committee constituted by the Board of Directors of the Company at its meeting held on March 12, 2013, inter alia, have approved a proposed issue of series 2, Unsecured, Non Convertible securities in the nature of Debentures (Perpetual Debt Instruments - PDI) of a face value of Rs. 10,00,000/- each aggregating up to Rs. 25,00,00,000/- (Rupees Twenty Five Crore only) to be issued on private placement basis.

Capital First Limited has informed the Exchange that Credit Analysis & Research Limited ("CARE") has assigned `CARE AA` (Double A) rating to the Company`s proposed Perpetual Debt Issue for an enhanced limit of Rs. 150 Crore (enhanced from 100 Crore).

Capital First Limited has informed the Exchange that the Debenture Committee constituted by the Board of Directors of the Company at its meeting held on March 08, 2013, inter alia, approved the allotment of Series I, unsecured, Redeemable, Non Convertible, Perpetual Debentures (Tier I) ("NCDS"):(1). The Company has fully raised Rs. 100,00,00,000/- (Rupees One Hundred Crore Only) by issue of NCD s on private placement basis.(2). The Debenture Committee at its Meeting held March 08, 2013, inter alia, has approved allotment of 1000 NCDs having the Face Value of Rs. 10,00,000/- (Rupees Ten Lacs Only) each. (3). The said NCDs shall be listed on National Stock Exchange of India Ltd.

Capital First Limited has informed the Exchange that: "Pursuant to the Board Resolution passed on May 25, 2012, for disinvestment of shares of M/s Future Finance Limited (`FFL`), a wholly owned subsidiary company, the Company has sold the entire 10,750,000 fully paid-up equity shares of Rs.10/- each held in FFL to APAC Consultants Private Limited and its Associate companies. The share sale has been undertaken, post receipt of necessary approvals including Reserve Bank of India, for a consideration of Rs.15.25 Crore as against the FFL`s book value of net assets of Rs.14.91 Crore. Consequently, FFL has ceased to be a Subsidiary Company of Capital First Limited w.e.f. March 1, 2013".

Capital First Limited has informed the Exchange that the Debenture Committee constituted by the Board of Directors of the Company at its meeting held on February 28, 2013, inter alia approved the following: (1) Allotment of Unsecured Redeemable Non-Convertible, Subordinated Debentures ("NCDs"). (2) Proposed Issue of Unsecured, Non Convertible Tier - I securities in the nature of Debentures (Perpetual Debt Instruments - PDI).

Capital First Limited has informed the Exchange vide letter dated February 15, 2013 regarding Intimation with respect to issue of Non-Convertible Debentures.

Capital First Limited has informed the Exchange that Brickwork Ratings India Pvt. Ltd. ("BWR") has assigned `BWR AA + (Pronounced BWR Double A Plus)` rating to the Company`s proposed Unsecured Subordinated Non Convertible Debentures issue for and enhanced limit of Rs. 200 crore (enhanced from Rs. 150 crore).

Capital First Limited has informed the Exchange that Credit Analysis & Research Limited ( CARE ) has assigned CARE AA+ (Double A Plus) rating to the Company`s proposed Non Convertible Subordinated Debentures issue for an enhanced limit of Rs. 200 crore (enhanced from Rs 100 crore).

Capital First Limited has informed the Exchange that the Board of Directors of the Company at its meeting held on February 06, 2013, inter alia, have resolved and taken note of / approved the following: (1) Appointment of Directors:Mr. M S Sundara Rajan and Mr. Hemang Raja have been appointed as Additional Directors of the Company, with effect from February 06, 2013. Both the aforesaid Directors will be Non Executive & Independent Directors.(2) Resignation of Directors:The following Directors resigned from the Board of Directors of the Company:(a) Mr. Pradeep Mukerjee with effect from February 06, 2013. (b) Mr. Krishan Kant Rathi with effect from February 06, 2013.The Board has placed on record its appreciation for the valuable contribution made by these esteemed members in steering the Company on its growth path over the years.

Capital First Limited has informed the Exchange that Credit Analysis & Research Limited ( CARE ) has assigned CARE AA+ (Double A Plus) rating to the Company`s proposed Non Convertible Subordinated Debentures issue.

Capital First Limited has informed the Exchange that the Compensation and Nomination Committee of the Board of Directors of the Company through a resolution passed by circulation on January 16, 2013, has allotted 53,000 equity shares of Rs.10/- each fully paid up to the eligible employees upon exercise of stock options pursuant to the CFL - Employee Stock Option Schemes - 2007, 2008 and 2011 respectively. With the allotment of the above shares, the equity base of the Company stands increased from present level of 6,78,84,904 (Nos.) to 6,79,37,904 (Nos.) equity shares of Rs.10/- each.

Capital First Limited has informed the Exchange that Brickworks Ratings India Pvt. Ltd. (`Brickworks Ratings`) has revised the outstanding ratings of the Company`s existing Non Convertible Debentures Issues from BWR AA -(Pronounced BWR Double A Minus) (Outlook : Stable) to BWR AA + (Pronounced BWR Double A Plus)(Outlook : Stable) and the same rating has been assigned to the Company`s proposed Non Convertible Debentures issue. Instruments with the aforesaid rating are considered to have a high degree of safety regarding timely servicing of financial obligations and carry very low credit risk.

Pantaloon Retail (India) Limited has submitted to the Exchange Vide letter dated December 21, 2012 a copy of disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011.

Capital First Limited has informed the Exchange vide letter dated December 18, 2012, regarding "Clarification on Pre-preferential shareholding".

Capital First Limited has informed the Exchange that Credit Analysis 8t Research Limited ("CARE") has assigned `CARE AA+`{Double A Plus) rating to the Company`s Long term banking facilities for an enhanced amount of Rs. 4,500 Crore (enhanced from Rs. 2,250 Crore).Also, "CARE" has assigned `CARE AA+`(Double A Pius) rating to the Company`s Non Convertible Debentures aggregating to Rs. 1050 Crore.Further, "CARE" has assigned `CARE A1+` (A One Plus) rating to the Company`s Short term Debt Programme aggregating to Rs. 900 Crore, for a maturity not exceeding one year.

Capital First Limited has informed the Exchange that the Compensation and Nomination Committee of the Board of Directors of the Company vide resolution passed through circulation dated December 11, 2012, has granted stock options under the Company`s Employees Stock Option Scheme (ESOS) - 2008, 2009, 2011 and 2012 to the eligible employees of the Company.

Capital First Limited has submitted to the Exchange vide letter dated December 10, 2012 a copy of Abstract under Section 302 of the Companies Act, 1956.

Capital First Limited has submitted to the Exchange vide letter dated December 07, 2012 a copy of disclosure pursuant to Regulation 13(4), 13(4A) and 13(6) of the SEBI (Prohibition of Insider Trading) Regulations, 1992 along with a copy of Disclosure under Regulation 13(3) and 13(6) of SEBI (Prohibition of Insider Trading) Regulations, 1992.

Cloverdell Investment Ltd has submitted to the Exchange vide letter dated December 06, 2012 a copy of Disclosure under Regulation 13(4A) of SEBI (Prohibition of Insider Trading) Regulations, 1992.

Members of the Exchange are hereby informed that the name of Future Capital Holdings Limited shall be changed to Capital First Limited and the trading symbol of the Company be changed from FCH to CAPF w.e.f. December 06, 2012.

Future Capital Holdings Limited has informed the Exchange that pursuant to the approval received from the Registrar of Companies, Mumbai Maharashtra and from other regulatory authorities, name of the Company has been changed from `Future Capital Holdings Limited` to `Capital First Limited`. A copy of `Fresh Certificate of Incorporation consequent upon change of name` received from the Registrar of Companies, Maharashtra, Mumbai dated November 08, 2012.

Rajasthan Global Securities Limited has submitted to the Exchange vide letter dated November 03, 2012 a copy of disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 along with a copy of Disclosure under Regulation 13(3) and 13(6) of SEBI (Prohibition of Insider Trading) Regulations, 1992.

Kotak Mahindra Capital Company Limited has submitted to the Exchange Post-Offer Advertisement released to appear on November 06, 2012 in the newspapers with respect to Open Offer ("Offer") for acquisition of up to 17,788,266 equity shares of Future Capital Holdings Limited ("Target Company") by Cloverdell Investment Ltd., a private company limited by shares, incorporated under the laws of Mauritius ("Acquirer") alongwith PACs.

Cloverdell Investment Ltd has submitted to the Exchange vide its letter dated November 06, 2012 a copy of disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 along with a copy of disclosure pursuant to Regulation 13(4), 13(4A) and 13(6) of the SEBI (Prohibition of Insider Trading) Regulations, 1992.

Future Value Retail Limited has submitted to the Exchange vide letter dated October 01, 2012 a copy of disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011.

Kotak Mahindra Capital Company Limited has submitted to the Exchange a copy of pre-offer advertisement ("Pre-Offer Ad") to the shareholders of the Future Capital Holdings Limited ("Target Company") which has been released to appear on October 04, 2012 in the newspapers with respect to Open Offer ("Offer") for acquisition of up to 17,788,266 equity shares of Future Capital Holdings Limited ("Target Company") by Cloverdell Investment Ltd, a private company limited by shares, incorporated under the laws of Mauritius ("Acquirer") along with the PACs.

Future Capital Holdings Limited has informed the Exchange that the Boards of Directors at its meeting held on September 28, 2012 has appointed Mr. Satish Gaikwad as Company Secretary of the Company with effect from October 01, 2012. Mr. Satish Gaikwad would act as the Compliance officer pursuant to Clause 47(a) of the Listing Agreement.

Future Capital Holdings Limited has informed the Exchange regarding the Outcome of Board Meeting of the Company at its meeting held on September 28, 2012.

Future Capital Holdings Limited has informed the Exchange regarding the details of the Voting Results at the Annual General Meeting held on September 25, 2012 pursuant to Clause 35A of the Equity Listing Agreement.

Future Capital Holdings Limited has submitted to the Exchange a copy of the Proceedings of the Annual General Meeting of the Company held on September 25, 2012.

Kotak Mahindra Capital Company Limited has submitted to the Exchange a copy of corrigendum announcement ("Corrigendum") to the Detailed Public Statement dated June 11, 2012 ("DPS") to the shareholders of the Target Company published in the newspapers on September 24, 2012 with respect to Open Offer ("Offer") for acquisition of up to 17,788,266 equity share of Future Capital Holdings Limited ("Target Company") by Cloverdell Investment Ltd, a private company limited by shares, incorporated under the laws of Mauritius ("Acquirer") along with the following Persons Acting in Concert, Warburg Pincus Private Equity XI, L.P., Warburg Pincus XI Partners, L.P., Warburg Pincus Private Equity XI-B, L.P., WP XI Partners, L.P., each Delaware Limited partnerships and Warburg Pincus Private Equity XI-C, L.P., a Cayman Islands exempted limited partnership (collectively referred to as the "PAC").

Future Capital Holdings Limited has informed the Exchange that the proposed Dividend of Rs. 1.5/- (Rupees One and Fifty Paise Only) per share i.e. 15% on each Equity Share of Rs. 10/- (Rupees Ten Only).

Future Capital Holdings Limited has informed the Exchange that the board of directors of the company met and reviewed the loans given to Deccan Chronicle Group aggregating Rs. 170 Crores (One Hundred and Seventy Crores Only).To safeguard the interest of the stakeholders of the company, the promoter group of FCH has agreed with the company to take over the entire loan exposure of the company to the Deccan Chronicle Group at book value. With this assignment, Future Capital Holdings Limited (FCH) will cease to have any exposure to the Deccan Chronicle Group. The promoter group intends to take all action necessary to safeguard all its entitlements and rights after this assignment.

Rajasthan Global Securities Limited has submitted to the Exchange vide letter dated July 30, 2012 a copy of disclosure under Regulation 29(1) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 and Disclosure under Regulation 13(1) and 13(6) of the SEBI (Prohibition of Insider Trading) Regulations, 1992.

Kotak Mahindra Capital Company Ltd ("Manager to the Offer") had informed the Exchange regarding Open Offer for acquisition of equity Shares of Future Capital Holdings Ltd (Target Company). Kotak Mahindra Capital Company Ltd ("Manager to the Offer") has now informed that the Open Offer is delayed from its tentative schedule as the relevant parties are in the process of obtaining necessary regulatory approvals. The shareholders of the Target Company are requested to note that the revised timelines for the Open Offer will be intimated on receipt of regulatory approvals.

Future Capital Holdings Limited has informed the Exchange pursuant to the Open Offer made by Cloverdell Investment Ltd, the Board of Directors of the Company at its Meeting held on June 04, 2012 had constituted a Committee of Independent Directors to provide reasoned recommendations on such offer in terms of Regulation 26(6) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011("SEBI regulations"). The said Committee had met on July 12, 2012 and had provided its recommendations on the said open offer in the format prescribed by SEBI regulations and the said recommendations will be published in the Newspapers in accordance with the SEBI regulations and a copy of the said written recommendations is being enclosed in terms of Regulation 26(7) of the SEBI regulations.

Future Capital Holdings Limited vide its letter dated July 09, 2012 has informed the Exchange that "The Company has sold the entire 10,00,000 fully paid-up equity shares of Rs. 10/- each held in its wholly owned Subsidiary Company namely Myra Mall Management Company Limited (Myra Mall) to the Providence Educational Academy Private Limited, in its capacity as a Trustee of AAA Holding Trust, a private trust. As a matter of abundant disclosure, it is clarified that the Purchaser Trust belongs to Mr. Jaydev Mody and family and is not an affiliate of either the Future Group or Cloverdell Investment Ltd. The share sale, which has already been completed and effected as of the date hereof, has been undertaken on an `as is where is` basis with the Purchaser acquiring all of the assets and liabilities of Myra Mall for an enterprise value of INR 97.70 Crore. Consequently Myra Mall Management Company Limited has ceased to be a Subsidiary Company of Future Capital Holdings Limited w.e.f. July 9, 2012".

Future Capital Holdings Limited has informed the Exchange, vide letter dated July 05, 2012 regarding the Results of Postal Ballot and details regarding voting results pursuant to Clause 35A.

Kotak Mahindra Capital Company Limited has informed the Exchange this Detailed Public Statement ("DPS") is being issued by Kotak Mahindra Capital Company Limited ("Manager to the Offer"), on behalf of the Acquirer along with Warburg Pincus Private Equity XI, L.P., Warburg Pincus XI Partners, L.P., Warburg Pincus Private Equity XI-B, L.P., WP XI Partners, L.P. and Warburg Pincus Private Equity XI-C, L.P., as the persons acting in concert (collectively referred to as the "WP XI Fund" or "PAC") pursuant to and in compliance with regulation 13(4) and other applicable provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto ("SEBI (SAST) Regulations") pursuant to the Public Announcement ("PA") filed on June 04, 2012 with BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") and filed on June 05, 2012 with the Securities and Exchange Board of India ("SEBI") and the Target Company at their registered offices in terms of Regulation 3(1) and 4 of the SEBI (SAST) Regulations. Details about the Offer : This open offer ("Open Offer"/ "Offer") is a mandatory offer being made by the Acquirer and PAC in accordance with regulations 3(1) and 4 of the SEBI (SAST) Regulations pursuant to the Agreements mentioned in paragraph 51 below to acquire more than 25% of the voting rights of the Target Company by the Acquirer accompanied with change in control of the Target Company. Pursuant to the Offer, the Acquirer proposes to acquire up to 17,788,266 Shares of the Target Company ("Offer Size") from the shareholders of the Target Company,representing 26.00% of the Diluted Voting Share Capital of the Target Company, in accordance with the SEBI (SAST) Regulations. The price being offered under this Open Offer is Rs 162 (Rupees One Hundred Sixty Two Only) per Share of the Target Company ("Offer Price"). Tentative Schedule of Activity : Identified Date : July 11, 2012, Date of commencement of the tendering period : July 25, 2012, Date of closure of the tendering period : August 07, 2012.

Future Capital Holdings Limited has submitted to the Exchange a copy of Notice of Postal Ballot pursuant to Section 192A of the Companies Act, 1956, read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2011.