MIRA INFORM REPORT

Report Date :

01.04.2013

IDENTIFICATION DETAILS

Name :	PEPSICO INDIA HOLDINGS PRIVATE LIMITED PEPSI FOODS PRIVATE LIMITED AMALGAMATED WITH PEPSICO INDIA HOLDINGS PRIVATE LIMITED
Registered Office :	B-3, DLF Corporate Park, ‘S’ Block, Qutab Enclave, Phase III, Gurgaon-122 002, Haryana
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	28.01.1994
Com. Reg. No.:	05-033754
Capital Investment / Paid-up Capital :	Rs.12791.434 Millions
CIN No.: [Company Identification No.]	U15549HR1994PTC033754
TAN No.: [Tax Deduction & Collection Account No.]	DELP10965D
PAN No.: [Permanent Account No.]	AAACP1272G
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturing of Package Bottles, Snack Foods, Fruit Products, Mineral Water, Potato Product, Milk Malted Foods, Beverage and Aerated Water.
No. of Employees :	1000 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

B (42)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 59800000
Status :	Moderate
Payment Behaviour :	Unknown
Litigation :	Clear
Comments :	Subject is a part of Pepsico Group. Latest financials are not available. From the previous year financial it seems that the company has recorded huge accumulated losses. However, trade relations are reported as fair. Business is active. Payments terms are unknown. In view of strong holding the company can be considered normal for business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – June 30, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

LOCATIONS

Registered Office / Factory 1:	B-3, DLF Corporate Park, ‘S’ Block Qutab Enclave, Phase III, Gurgaon – 122 002, Haryana, India
Tel. No.:	91-124-2880699/ 2355880 / 2355863 / 2355871 / 6355880 / 863
Fax No.:	91-124-2355853 / 2355861 / 2355862 / 6355862
E-Mail :	jaya.nagpal@pepsico.com jaya.nagpal@intl.pepsico.com manisha.arora@intl.pepsico.com
Website :	www.pepsiindia.co.in
Corporate Office :	LGF-54, World Trade Centre, Barakhamba Road, New Delhi – 110001, India
Tel. No.:	91-11-23323021
Fax No.:	91-11-51522541
Location :	Commercial
Factory 2 :	Frito Lay Divison, Village Channo, Post Office Bhawanigarh, District. Sangrur, Patiala - 148026, Punjab , India
Tel. No.:	91-1672-468118
Branch Office 2 :	Located at : · Chandigarh · Phillaur · Sangrur · Gurgaon · New Delhi

DIRECTORS

As on 29.09.2012

Name :

Mr. Rajiv Wakhle

Designation :

Director

Address :

402, Lopis Lazuli, 5^th Lane, South Main Road, Koregaon Park, Pune – 411001, Maharashtra, India

Date of Birth/Age :

04.09.1958

Date of Appointment :

28.11.2008

DIN No.:

00265039

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U15499PN2006PTC128630	AURIC FOODS PRIVATE LIMITED	Director	21/06/2006	21/06/2006	3/07/2006	Active	YES
2	U15549HR1994PTC033754	PEPSICO INDIA HOLDINGS PRIVATE LIMITED	Director	28/11/2008	28/03/2008	-	Active	NO

Name :

Mr. Meghnad Mitra

Designation :

Director

Address :

121A Hamilton Court, DLF City Phase- IV, Gurgaon – 122002, Haryana, India

Date of Birth/Age :

20.05.1964

Date of Appointment :

30.09.2010

DIN No.:

01802612

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U74300GJ1984PTC006714	AHMEDABAD ADVERTISING ANND MARKETING CONSULTANTS PRIVATE LIMITED	Director	26/09/2007	2/09/2007	6/02/2009	Active	NO
2	U15419PB1989PTC009114	PEPSI FOODS PRIVATE LIMITED	Whole-time director	6/02/2009	6/02/2009	30/09/2010	Active	NO
3	U15549HR1994PTC033754	PEPSICO INDIA HOLDINGS PRIVATE LIMITED	Director	30/09/2010	30/09/2010	-	Active	NO

Name :

Mr. Kanish Malik

Designation :

Director

Address :

Apartment No. 1702, World Spa, Sector 30, Gurgaon – 122001, Haryana, India

Date of Birth/Age :

01.01.1966

Date of Appointment :

04.08.2011

DIN No.:

03612432

Name :

Mr. Praveen Someshwar

Designation :

Director

Address :

610-B, Beverly Park – I, M G Road, Gurgaon – 122002, Haryana, India

Date of Birth/Age :

19.01.1967

Date of Appointment :

28.11.2008

DIN No.:

01802656

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U15541HR1997PTC033751	ARADHANA SOFT DRINKS COMPANY PRIVATE LIMITED	Director	29/09/2005	29/09/2005	15/04/2008	Amalgamated	NO
2	U15549HR1994PTC033754	PEPSICO INDIA HOLDINGS PRIVATE LIMITED	Director	28/11/2008	16/04/2008	-	Active	NO

Name :

Mr. Kaushik Gunakar Mitra

Designation :

Additional Director

Address :

Flat No.402, Tower-3, Belmonte Golf Course Road, Gurgaon – 122002, Haryana, India

Date of Birth/Age :

19.12.1971

Date of Appointment :

29.09.2012

DIN No.:

05279295

KEY EXECUTIVES

Name :	Mr. Vinod Kaushal
Designation :	Secretary
Address :	D-115, Ridgewood Estate, DLF City, Phase IV, Gurgaon – 122002, Haryana, India
Date of Birth/Age :	19.12.1971
Date of Appointment :	07.03.2011
PAN No.:	AADPK5427C

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 29.09.2012

Names of Shareholders	No. of Shares
Pepsico Panimex Inc., Mauritius	3692172586
Beaman Bottling Company, Dover	2813601
Jyoti Sagar Associates	26
Total	3694986213

Equity Share Break up (Percentage of Total Equity)

As on 29.09.2012

Category	Percentage
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturing of Package Bottles, Snack Foods, Fruit Products, Mineral Water, Potato Product, Milk Malted Foods, Beverage and Aerated Water.

Products :

Product Description	ITC Code
Aerated Water	220210.99
Potato Chips Fried	2005.20
Namkeens	2106.90

PRODUCTION STATUS AS ON 31.03.2011

Particulars	Unit	Installed Capacity*	Actual Production
Aerated and non-aerated beverages	000cases	188,609	97,960
Potato chips	Tonnes	58,333	43,259
Namkeens	Tonnes	64,000	53,863
Biscuits	Tonnes	3,995	1,348
Other snacks	Tonnes	--	7,530

Note:

*Installed capacities are computed based on a single shift basis. These are as certified by the management, not verified by the auditors, it being a technical matter.

The above installed capacity relates to the Company's own plants. Other than this, products are also manufactured by third parties from raw material supplied by the Company.

GENERAL INFORMATION

No. of Employees :	1000 (Approximately)
Bankers :	· Bank of America, 16, Barakhamba Road, New Delhi – 110001, India · Deutsche Bank, Tolstoy Marg, Tolstoy House, New Delhi – 110001, India

Banking Relations :	--
Auditors :
Name :	BSR and Company Chartered Accountants
Address :	Building No. 10, 8^th Floor, Tower, B, DLF Cyber City, Gurgaon- 122002, Haryana, India
Tel. No.:	91-124-2549191
Fax No.:	91-124-2549101
PAN.:	AAAFB9852F
Ultimate holding Company :	PepsiCo Inc. (Trademark owner)
Holding company :	PepsiCo Panimex Inc.
Fellow Subsidiaries :	· Pepsi Foods Private Limited · PepsiCo World Trading Company, Inc. · Pepsi Cola International Cork · Frito-Lay international, USA · PepsiCo Foods (China) Company Limited · Sabritas S De R.L. De C.V. · PepsiCo Inc. (Hong Kong Branch) · PepsiCo Products (Malaysia) Sdn Bhd · P.B.I. Fruit Juice Company · Saudi Snack Foods Company Limited · Pepsi-Cola (Thai) Trading Company Limited · Quakers Oats Australia Pty Limited · Frito Lay Thailand · Frito-Lay Japan · Pepsico International Pte Limited · Frito Lay Thailand · Walkers Snacks Limited -UK · PepsiCo Inc. Dubai · Pepsico International – Vietnam Company · PepsiCo Inc.Indonesia · PWT World Trading Company · Pepsi-Cola Indobeverages Indoanesia · Lebedyansky OJSC · LLC Sandora · Societe Moderne Lebanaise Pour · Teeba Investment Company · The Concentrate manufacturing Company Of Ireland · International Refershment Company Limited · Dhillon Kool Drinks and Beverages Private Limited CIN No.: U15549CH1989PTC009333
Subsidiaries :	· Aradhana Convenience Foods Private Limited CIN No.: U15134DL2005PTC142295 · Lehar Foods Private Limited (Formerly known as Aradhana Carbonated Beverages Private Limited) CIN No.: U15549DL2003PTC122304 · Aradhana Drinks and Beverages Private Limited CIN No.: U15549DL2003PTC122303 · Aradhana Foods and Juices Private Limited CIN No.:U74899DL2005PTC142296 · Panagarh Marketing Private Limited CIN No.: U51109WB1988PTC043863 · Ahmedabad Advertising and Marketing Consultants Private Limited CIN No.:U74300GJ1984PTC006714 · Aradhana Snack Foods Company CIN No.: U15435HR1997PTC033752 · Aradhana Soft Drinks Company Private Limited CIN No.: U15541HR1997PTC033751 · Aradhana Soft Drinks Company
Associates :	· Pearl Drinks Private Limited CIN No.: U15532DL1982PLC014664 · Pearl Bottling Private Limited CIN No.: U15541DL1988PTC170355 · Varun Beverages Limited CIN No.: U74899DL1995PLC069839 · Pearl Beverages Limited CIN No.: U15549DL1996PLC079678 · Tripty Drinks Private Limited CIN No.: U15541OR1967PTC000499 · Chhattisgarh Beverages Private Limited CIN No.: U15540MH1985PTC035591 · Nectar Beverages Private Limited CIN No.: U51909DL2005PTC133382 · Steel City Beverages Private Limited CIN No.: U15510MH1967PTC219869 · SMV Beverages Private Limited
Others :	· PepsiCo India Holdings Employees Provident Fund Trust · PepsiCo India Holdings Employees Superannuation Fund Trust
Joint Venture :	Nourishco Beverages Limited

CAPITAL STRUCTURE

As on 29.09.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
4000000000	Equity Shares	Rs.10/- each	Rs.40000.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
3694986213	Equity Shares	Rs.10/- each	Rs.36949.862 Millions

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
2500000000	Equity Shares	Rs.10/- each	Rs.25000.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1279143444	Equity Shares	Rs.10/- each	Rs.12791.434 Millions

Note:

Of the above 2,765,865 equity shares are held by Beaman Bottling Company and 1,276,377,579 equity shares are held by PepsiCo Panimex Inc., Mauritius, the holding company. The ultimate holding company is PepsiCo Inc., USA

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		12791.434	12716.105	11872.467
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		6428.626	6052.105	1834.309
4] (Accumulated Losses)		(4268.585)	(4262.977)	(4898.412)
NETWORTH		14951.475	14505.233	8808.364
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		10459.551	8265.359	7753.752
TOTAL BORROWING		10459.551	8265.359	7753.752
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		25411.026	22770.592	16562.116
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		15742.367	12411.473	9604.963
Capital work-in-progress		1500.418	2410.579	1174.525
INVESTMENT		945.439	2347.796	2347.796
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	5078.288	4681.017	3315.311
	Sundry Debtors	1760.299	1709.122	2168.213
	Cash & Bank Balances	543.443	675.839	1075.551
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	8464.233	6333.303	5175.296
Total Current Assets		15846.263	13399.281	11734.371
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	6565.184	5951.497
	Other Current Liabilities	1099.004	860.992	7353.500
	Provisions	959.273	986.048	946.039
Total Current Liabilities		8623.461	7798.537	8299.539
Net Current Assets		7222.802	5600.744	3434.832
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		25411.026	22770.592	16562.116

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	40151.260	32613.056	27588.335
		Other Income	1405.612	995.402	311.270
		TOTAL (A)	41556.872	33608.458	27899.605
Less	EXPENSES
		Excise Duty	5.431	5.407
		Operating Expenditure	16318.320	14040.904	25877.710
		Other Expenses	22765.042	17388.605
		Prior Period Expenses	0.000	28.450
		Profit on Sale of Beverage Business for West Bengal Territory	0.000	(283.755)
		TOTAL (B)	39088.793	31179.611	25877.710
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		2468.079	2428.847	2021.895
Less	FINANCIAL EXPENSES (D)		213.651	225.870	477.083
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		2254.428	2202.977	1544.812
Less/ Add	DEPRECIATION/ AMORTISATION (F)		2260.036	1558.670	1684.655
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		(5.608)	644.307	(139.843)
Less	TAX (H)		0.000	8.872	(47.302)
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		(5.608)	635.435	(187.145)
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	230.923	248.769	247.880
		Freight recoveries	0.000	0.000	0.215
		Other Earnings	160.107	35.023	28.943
	TOTAL EARNINGS		391.030	283.792	277.038
	IMPORTS
		Raw and packing Materials	NA	1072.799	906.240
		Spares Parts		45.904	58.582
		Capital Goods		2898.294	966.880
	TOTAL IMPORTS		NA	4016.997	1931.702
	Earnings / (Loss) Per Share (Rs.)		0.00	0.53	(0.16)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	(0.01)	1.89	(0.67)
Net Profit Margin (PBT/Sales)	(%)	(0.01)	1.98	(0.51)
Return on Total Assets (PBT/Total Assets}	(%)	(0.02)	2.49	(0.66)
Return on Investment (ROI) (PBT/Networth)		0.00	0.00	(0.02)
Debt Equity Ratio (Total Debt /Networth)		0.70	0.56	0.88
Current Ratio (Current Asset/Current Liability)		1.84	1.72	1.41

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	Yes
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	----------------------
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	----------------------
22]	Litigations that the firm / promoter involved in	----------------------
23]	Banking Details	Yes
24]	Banking facility details	No
25]	Conduct of the banking account	----------------------
26]	Buyer visit details	----------------------
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	No
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

BUSINESS

During the year, the turnover of the Company was around Rs.40151.260 Millions. Overall, the company is reporting a loss for the year Rs.5.608 Millions as compared to a profit of Rs.635.435 Millions during the previous year.

SCHEME OF AMALGAMATION

The Board of Directors of your Company, in its meeting held on the following mentioned dates, has approved the Scheme of Amalgamation of the following subsidiaries with the Company:

S.NO. NAME OF THE ENTITY sDATE OF APPROVAL

1) Aradhana Snack Foods Company 9th December, 2010

2) Aradhana Soft Drinks Company 9th December, 2010

3) Panagarh Marketing Private Limited 9th December, 2010

4) Aradhana Advertising and Marketing Consultants Private Limited 9th December, 2010

5) Aradhana Convenience Foods Private Limited 11th February, 2011

Further, the Board of Directors of your Company approved the Scheme of Amalgamation with Pepsi Foods Private Limited on the 30th of May, 2011.

The appointed date as per all the schemes of Amalgamations is 1st April, 2010. The requisite approval from the Hon’ble High Court of the State of Punjab and Haryana at Chandigarh is awaited for all the above mentioned schemes.

The accumulated losses of Aradhana Foods and Juices Company, another subsidiary of your Company are more than the 50% net worth and hence it is declared as a sick industrial company within the meaning Clause (o) of sub section 1 of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985. Accordingly, a reference has been made to the Board for Industrial and Financial Reconstruction (BIFR) under section 15 of the Sick Industrial Companies (Special Provisions) Act, 1985.

CONTINGENT LIABILITIES

Rs. In Millions

Particular	31.03.2011	31.03.2010
Claims against the company not acknowledged as debts
- Excise matters	264.373	351.442
- Sales tax matters	1669.157	1018.041
- Income tax matters	9.267	9.267
- others	7.238	7.238

UNSECURED LOAN

Particular	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
Rupee term loans banks unsecured (A)	3492.678	2627.339
Other external commercial borrowings unsecured	4513.725	3177.383
Deferred sales tax loan unsecured (B)	149.529	157.018
Other debt unsecured	2303.619	2303.619
Total	10459.551	8265.359
Notes: (A) Includes: Short term loans and advances - bank overdraft- 4678 - from banks- 3.488 Millions (B) Deferred sales tax payable under the Tamilnadu General Sales Tax Act, 1957

Fixed Assets

· Leasehold Land

· Freehold Land

· Buildings

· Leasehold Improvements

· Plant and Machinery

· Furniture and Fixtures

· Vehicles

· Computers

· Bottles and Cases

· ERP Software

· Goodwill

AS PER WEBSITE

PROFILE

Subject is a global food and beverage leader with net revenues of more than $65 billion and a product portfolio that includes 22 brands that generate more than $1 billion each in annual retail sales. Their main businesses – Quaker, Tropicana, Gatorade, Frito-Lay and Pepsi-Cola – make hundreds of enjoyable foods and beverages that are loved throughout the world. PepsiCo’s people are united by their unique commitment to sustainable growth by investing in a healthier future for people and their planet, which they believe also means a more successful future for PepsiCo. They call this commitment Performance with Purpose: PepsiCo’s promise to provide a wide range of foods and beverages for local tastes; to find innovative ways to minimize their impact on the environment by conserving energy and water and reducing packaging volume; to provide a great workplace for their associates; and to respect, support and invest in the local communities where they operate. For more information, please

PepsiCo India Region: Leadership through Performance with Purpose

Subject entered India in 1989 and in a short period, has grown into one of the largest and fastest growing food and beverage businesses in the country. PepsiCo India’s growth has been guided by PepsiCo’s global vision of “Performance with Purpose”. This means that while businesses maximize shareholder value, they have a responsibility to all the stakeholders, including the communities in which they operate, the consumers they serve and the environment whose resources they use.

One of the largest food and beverage businesses in India: Subject India’s diverse portfolio includes iconic brands like Pepsi, Lay’s, Kurkure, Tropicana 100%, Gatorade, Quaker and young, but immensely popular and fast growing brands, such as Nimbooz and Aliva. PepsiCo India has not only grown to become one of the country’s largest food and beverage businesses but has also become a powerful and consistent driver of PepsiCo’s global growth.

A growing portfolio of enjoyable and wholesome snacks and beverages Subject portfolio reflects its commitment to nourish consumers with a diverse range of fun and healthier products. The portfolio includes several healthier treats like Quaker Oats, Tropicana juices, multigrain Aliva range which is baked, rehydrator Gatorade, Tata Water plus, Lay’s baked range and Lehar Iron Chusti fortified extruded snack with superior quality iron and B-vitamins.

Model partnership with over 24,000 farmers: Subject has pioneered and established a model of partnership with farmers and now works with over 24,000 happy farmers across nine states. More than 45 percent of these are small and marginal farmers with a land holding of one acre or less. PepsiCo provides 360-degree support to the farmer through assured buy back of their produce at pre-agreed prices, quality seeds, extension services, disease control packages, bank loans, weather insurance, and the latest technological practices.

Global leader in water conservation: In 2009, Subject India achieved a significant milestone, by becoming the first business to achieve ‘Positive Water Balance’ in the beverage world, a fact verified by Deloitte Touché Tohmatsu India Private Limited and has been Water Positive since then. The company made this possible through innovative irrigation practices like direct seeding, water recharging, and by reducing the consumption of water in its manufacturing facilities. Subject is lauded for its efforts for water conservation.

Care for the environment: Subject is focused on reducing its carbon footprint. Nearly 30 percent of its energy is today generated from renewable sources such as rice husk boilers and wind turbines. Initiatives such as reduction of use of chemicals, eco-friendly packaging initiatives and efficient waste management help reduce load on the environment. PepsiCo India’s award-winning Waste to Wealth recycling program reaches 465,000 families.

Exemplary employment practices: Subject India presently employs 6,400 people and provides indirect employment to almost 2,00,000 people. The company believes in providing employment and growth opportunities to local talent. Its ‘College of Leadership’, ensures early identification of talent, and employees’ focused development through critical experiences. The company emphasizes “Winning with Diversity and Inclusion” and has a significant number of women in the leadership team in India. PepsiCo India has won the prestigious Hellen Keller Award from the National Centre for Promotion of Employment for Disabled People (NCPEDP).

PRESS RELEASES

PEPSICO INDIA’S EFFORTS RESULT IN 20 FOLD INCREASE IN LAND UNDER DIRECT SEEDING OF RICE IN PUNJAB

· DSR acres have gone up from 500 acres in 2008 to 10,500 acres in 2012

· PepsiCo team felicitates farmers for their efforts in adopting and promoting DSR

Barnala, July 17, 2012: PepsiCo India today announced that the area under the water saving, Direct Seeding methodology of rice cultivation has crossed the 10,000 acre mark this year. Crossing this high acreages mark also translates into a 20-fold increase in area under DSR as compared to 2008 acreage. At the event, PepsiCo felicitated farmers for their achievements and continued efforts towards water saving.

PepsiCo India has been leading this pioneering initiative in Punjab to replace transplanting of paddy with direct seeding methodology; which has helped reduce water consumption in paddy cultivation by 30-percent and has also cut down green house gas emissions by 75-percent, while keeping the yields and quality at par. The results have been vetted by leading research institutes like the Indian Agriculture Research Institute (IARI) and the International Rice Research Institute (IRRI).

The technique not only helps save water but results in reduction of cultivation costs of Rs. 1,500 per acre and 50% labour. PepsiCo also supports the farmers who adopt this methodology with free access to direct seeding machines, technical support and extension services.

Commenting on this initiative, Jaideep Bhatia, Vice-President – Agronomy, PepsiCo India, said, “The real champions responsible for the successful implementation of the DSR initiative are our farmer friends. Their consistent efforts and dedication have brought about the many-fold success that we are witnessing today. Hence we are here today to celebrate with them and honour them for their efforts. At PepsiCo, we hope to continue our endeavour of being a farmer’s friend and help transform the practice of agriculture in the country.”

In India over 80% of water is consumed in agriculture and of this about 50% is used in cultivation of paddy alone. India’s water efficiency in paddy cultivation is as low as at 4 KL / Kg as compared to the International average of 3 KL / Kg. Punjab is a water scarce state and water table is constantly going down in the state. Paddy which is a major crop in the state consumes more than 50% of water consumed in agriculture. Traditionally, paddy is grown by planting seeds in a small nursery and manually transplanting the paddy saplings after about four weeks to the main cultivation area. The saplings are then allowed to grow and the fields are kept under about 3 to 4 inches of water, mainly to reduce the growth of weeds. This “flood irrigation” method results in high consumption of water. However, the ‘Direct Seeding’ methodology, that sows the seeds directly in the fields, has shown a substantial reduction in water consumption and also in the production cost.

Direct Seeding Methodology: a success story

PepsiCo India carried out trials in their own R and D farms in Jallowal in 2004 using direct manual seeding of paddy rather than transplantation of paddy saplings.

In 2005, PepsiCo India carried out trials with more paddy varieties. The irrigation frequency for direct seeding was reconfirmed to be lower by about 30% and the production costs decreased by over Rs 1,000 per acre. The output in direct seeding was found to be marginally higher due to better seeding density. Local farmers, who visited PepsiCo’s R and D farm where the trials were held, were shown the crops before harvesting and the advantages of direct seeding was shared with them.

In 2006, PepsiCo India developed a Direct Seeding Machine for paddy which can sow the seeds uniformly at a specified gap and at a uniform depth. Using this seeder, direct seeding was carried out in the fields of 12-farmers, covering about 20-acres. In these trials, PepsiCo also studied the advantage of sowing the seeds, followed by herbicide treatment and thereafter irrigation. Pre-treatment with an herbicide helped reduce de-weeding labour from five times to two times in direct seeding compared to flood irrigation. In 2007, the land covered under direct seeding was 150 acres and was increased to 500 acres

in 2008 in Punjab. 2012 now marks a 20 fold increase to 10,500 acres in Punjab only. Presently, the company has brought over 13,000 acres of land under direct seeding in India.

About PepsiCo India:

PepsiCo entered India in 1989 and has grown to become one of the largest food and beverage businesses in India. With an investment of over $1 billion, PepsiCo India has built an expansive beverage and snack food business supported by 38 beverage bottling plants and 3 food plants. PepsiCo India’s extensive portfolio includes iconic brands like Pepsi, Lay’s, Kurkure, Tropicana 100%, Gatorade, Quaker, and fast growing brands i.e. Nimbooz and Aliva.

PepsiCo India is driven by its global commitment to sustainable growth, Performance with Purpose, which works on four planks of replenishing water, partnering with farmers, waste to wealth and healthy kids. In 2009, PepsiCo India achieved a significant milestone, by becoming the first business to achieve ‘Positive Water Balance’ in the beverage world, a fact verified by Deloitte Touché Tohmatsu India Private Limited. The company has been Water Positive since then

QUAKER OATS LAUNCHES FLAVOURED OATS WITH REAL FRUITS AND VEGETABLES

World’s No.1 Oats brand now adds sweet and savoury flavours to its portfolio

Hyderabad, June 29, 2012: Quaker Oats, the world leader and India’s No.1 Oats brand from PepsiCo now has an all new range of flavours. Adding taste to its unique health benefits, the new flavours lend greater variety and appeal to the Quaker Oats portfolio. WhileStrawberry flavour with Apple and Kesar flavour with Kishmish are sweet, Homestyle Masala and Lemony Veggie Mix are the two new savoury flavours.

With the launch of the new range of flavours, Quaker Oat’s original goodness of wholegrain nutrition now gets the added benefit of great taste. What’s more, with its real fruit and vegetable inclusions this healthy and great tasting bowl of breakfast from Quaker Oats comes at just INR10/-* and promises to appeal to consumers across age groups.

Anuj Chadha, Category Director Quaker, PepsiCo India-Foods said, “We are committed to offer consumers variety that is both enjoyable and healthy. We believe that these great tasting flavours which have real vegetables and fruits will help drive consumption and bring in more customers into the Quaker fold. The flavours priced at Rs.10/-* have been developed after extensive feedback and are part of our strategy to come up with offerings that are affordable and meet changing consumer needs.”

All the four new flavours have healthy inclusions of real fruits and vegetables, topped in local Indian flavours. While the Strawberry flavour with Apple has real apple pieces, the Kesar flavour with Kishmish has real raisins. The Homestyle Masala includes strips of carrot and tomato while the Lemony Veggie Mix has real pieces of capsicum. TheHomestyle Masala and Lemony Veggie Mix come in single serve packs of 28g and Kesar Flavour with Kishmish and Strawberry flavor with Applein single serve packs of 26g.

The packs are currently available in modern retail outlets across India and in both modern, traditional trade across the four Southern States of Karnataka, Andhra Pradesh, Tamil Nadu and Kerala.

About 100% Quaker Oats

Quaker Oats was launched in India in 2006. The brand Quaker is more than 130 years old and is a world leader in the oatmeal segment. Quaker Oats is a 100% wholegrain and natural source of carbohydrates and dietary fibre. It has strong heart health benefits and has a soluble fibre called Beta Glucan, which is scientifically proven to help reduce cholesterol. As per US FDA, there was significant scientific agreement that the 3g of soluble fibre daily from oats, in a diet low in saturated fat and cholesterol, may help reduce the risk of heart disease. For more information

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.54.39
UK Pound	1	Rs.82.32
Euro	1	Rs.69.54

INFORMATION DETAILS

Report Prepared by :

NTH

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	4
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		42

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
-	NB	New Business	-

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