MIRA INFORM REPORT

Report Date :

18.11.2014

IDENTIFICATION DETAILS

Name :	GROCERY HOLDINGS PTY LTD
Formerly Known As :	SILVER MEADOWS PTY. LTD. (initial)
Registered Office :	C/o WESFARMERS HOUSE, 11th Floor, 40 The Esplanade, Perth Western
Country :	Australia
Financials (as on) :	30.06.2014 (Consolidated)
Date of Incorporation :	18.06.1990
Com. Reg. No.:	27007427581
Legal Form :	Australian Proprietary Company, Limited by Shares
Line of Business :	The Subject’s business consist of import and wholesale distribution of grocery products.
No. of Employees :	203,000 employees (Wesfarmers Group)

RATING & COMMENTS

MIRA’s Rating :

Ba

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Status :	Satisfactory
Payment Behaviour :	No complaints
Litigation :	Clear

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 1, 2014

Country Name	Previous Rating (31.03.2014)	Current Rating (01.06.2014)
Australia	A1	A1

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

AUSTRALIA - ECONOMIC OVERVIEW

The Australian economy has experienced continuous growth and features low unemployment, contained inflation, very low public debt, and a strong and stable financial system. By 2012, Australia had experienced more than 20 years of continued economic growth, averaging 3.5% a year. Demand for resources and energy from Asia and especially China has grown rapidly, creating a channel for resources investments and growth in commodity exports. The high Australian dollar has hurt the manufacturing sector, while the services sector is the largest part of the Australian economy, accounting for about 70% of GDP and 75% of jobs. Australia was comparatively unaffected by the global financial crisis as the banking system has remained strong and inflation is under control. Australia has benefited from a dramatic surge in its terms of trade in recent years, stemming from rising global commodity prices. Australia is a significant exporter of natural resources, energy, and food. Australia's abundant and diverse natural resources attract high levels of foreign investment and include extensive reserves of coal, iron, copper, gold, natural gas, uranium, and renewable energy sources. A series of major investments, such as the US$40 billion Gorgon Liquid Natural Gas project, will significantly expand the resources sector. Australia is an open market with minimal restrictions on imports of goods and services. The process of opening up has increased productivity, stimulated growth, and made the economy more flexible and dynamic. Australia plays an active role in the World Trade Organization, APEC, the G20, and other trade forums. Australia has bilateral free trade agreements (FTAs) with Chile, Malaysia, New Zealand, Singapore, Thailand, and the US, has a regional FTA with ASEAN and New Zealand, is negotiating agreements with China, India, Indonesia, Japan, and the Republic of Korea, as well as with its Pacific neighbors and the Gulf Cooperation Council countries, and is also working on the Trans-Pacific Partnership Agreement with Brunei Darussalam, Canada, Chile, Malaysia, Mexico, New Zealand, Peru, Singapore, the US, and Vietnam.

Source : CIA

CORPORATE DETAILS

Verified Address

Subject name GROCERY HOLDINGS PTY LTD Business name / Other JAMES BUSBY FINE WINES / JAMES BUSBY FINE WINES AND SPIRITS Business address 800-838 Toorak Road Town Hawthorn East Province Victoria Zip / Postal code 3123 Country Australia Telephone +61 3 98295111 Website www.wesfarmers.com.au

Registered address C/o WESFARMERS HOUSE 11th Floor, 40 The Esplanade Town Perth Province Western Australia Zip / Postal code 6000 Country Australia Postal address P.O. Box 2000 Town Glen Iris Province Victoria Zip / Postal code 3146 Country Australia

SUMMARY DETAILS

Report Summary

Date registered 18/06/1990 Legal form Australian Proprietary Company, Limited by Shares Key personnel Ian James Winward Mcleod Line of business The Subject’s business consist of import and wholesale distribution of grocery products. Staff employed 203,000 employees (Wesfarmers Group)

Paid-up capital AUD 250,000,012.00 Sales turnover / Revenue / Income AUD 60,181,000,000.00 (Group-Consolidated 12 months, 30/06/2014) Net income / loss AUD 1,605,000,000.00 (Group-Consolidated 12 months, 30/06/2014) Total assets AUD 39,727,000,000.00 (Group-Consolidated 12 months, 30/06/2014) Share equity AUD 25,987,000,000.00 (Group-Consolidated 12 months, 30/06/2014)

CREDIT RISK OUTLOOK

Credit Risk Interpretation

Credit risk theory Sound financial and operational base. Small to medium credits may be considered with confidence that the commitment will be sustained in almost all cases. This is based on criterions such as years of establishment, number of employees, sales turnover, profit after tax, total assets, reserve, and others. Normal credit control policy applies. Paid-up capital AUD 250,000,012.00 Sales turnover / Revenue / Income AUD 60,181,000,000.00 (Group-Consolidated 12 months, 30/06/2014) Net income / loss AUD 1,605,000,000.00 (Group-Consolidated 12 months, 30/06/2014) Total assets AUD 39,727,000,000.00 (Group-Consolidated 12 months, 30/06/2014) Share equity AUD 25,987,000,000.00 (Group-Consolidated 12 months, 30/06/2014)

Subject’s Credit Risk Analysis

Country risk Country risk is minimal Operation trend Operational trend is steady Management experience Management is adequately experienced Financial performance Financial performance is very good Remarks Larger credit can still be considered as the Subject's is well positioned in the market and the financial stability of the group is positive.

Organisation structure Organisational structure is stable Detrimental No detrimental found Payment history No payment delays noted

STATUTORY DETAILS

Registry Information

Date registered 18/06/1990 Legal form Australian Proprietary Company, Limited by Shares Registration number Australian Company Number: 007427581 Registered authority Australian Securities and Investments Commission Tax / VAT number Australian Business Number: 27007427581

Statutory status Active Previous name SILVER MEADOWS PTY. LTD. (initial) Change of legal form None reported. Other registration JAMES BUSBY FINE WINES is a business name owned by the Subject registered on 16/07/2007 bearing registration number B2025329P. JAMES BUSBY FINE WINES AND SPIRITS is a business name owned by the Subject registered on 1/05/2008 bearing registration number BN04870384.

BOARD OF MANAGEMENT

Key Personnel

Name Ian James Winward Mcleod Designation Managing Director

BOARD OF DIRECTORS

Appointments

Name Robert Geoffrey Scott Title Director Appointment date 12/06/13 Address Unit 4410, 1 Queensbridge Square Southbank, VIC 3006 Australia Biography Born on 05-08-1969 in Perth, Western Australia, Australia. Name Ian James Winward Mcleod Title Director Appointment date 24/03/09 Address 64 Canterbury Road Middle Park, VIC 3206 Australia Biography Born on 07-10-1958 in Oban, United Kingdom. Name John Patrick Durkan Title Director Appointment date 19/06/14 Address 15 Park Street Brighton, VIC 3186 Australia Biography Born on 25-04-1964 in London, United Kingdom. Name Linda Jayne Kenyon Title Director Appointment date 08/02/08 Address C/o WESFARMERS HOUSE 11th Floor, 40 The Esplanade Perth, WA 6000 Australia Biography Born on 25-04-1959 in Subiaco, Western Australia, Australia.

Staff employed 203,000 employees (Wesfarmers Group)

SHARE CAPITAL

Composition

Authorized capital AUD 250,000,012.00 Number / Type of shares 2,500,000 Redeemable Preference Shares / 24 Ordinary Shares Share par value AUD 100.00 for each Redeemable Preference Share / AUD 0.5 for each Ordinary Share Issued capital AUD 250,000,012.00

Paid-up capital AUD 250,000,012.00

+ OWNERSHIP / SHAREHOLDERS

Composition

Shareholder name COLES GROUP LIMITED Address C/o WESFARMERS HOUSE 11th Floor, 40 The Esplanade Perth, WA 6000 Australia Number / Type of shares 2,500,000 Redeemable Preference Shares / 24 Ordinary Shares Percentage (%) of shares 100%

CORPORATE AFFILIATIONS AND RELATED COMPANIES

Structure

Company name WESFARMERS LIMITED Affiliation type Ultimate Holding Company Country of business C/o WESFARMERS HOUSE 11th Floor, 40 The Esplanade Perth, WA 6000 Australia Comments Wesfarmers Limited is engaged in the retail; coal mining and production; gas processing and distribution; industrial and safety product distribution; chemicals and fertilizers manufacturing; and investment businesses in Australia, New Zealand, and internationally. The company operates 762 Coles and Bi-Lo supermarkets; 831 liquor stores under the Liquorland, Vintage Cellars, and First Choice Liquor brand names; 90 hotels; 642 fuel and convenience stores under the Coles Express name; and an online supermarket. It also offers home improvement and outdoor living products through 223 large warehouse stores, 64 smaller format stores, and 33 trade centers under the Bunnings name; office products and solutions through Officeworks stores; apparel and general merchandise through 192 Kmart stores and 300 Target stores; and automotive services, repairs, and tires through 243 Kmart Tyre & Auto Service centers, as well as is involved in the retail of building materials, and office and technology products. In addition, the company is engaged in property business; and supplying and distributing maintenance, repair, and operating products. Further, it manufactures and markets industrial gases and equipment; and extracts, markets, and distributes LPG and LNG. Additionally, the company offers chemicals for industry, mining, and mineral processing activities; broadacre and horticultural fertilizers; and industrial, medical, and specialty gases, as well as holds interests in the Curragh and Bengalla cola mines in Australia. Wesfarmers Limited was founded in 1914 and is based in Perth, Australia. Company name COLES GROUP LIMITED Affiliation type Parent Company Country of business C/o WESFARMERS HOUSE 11th Floor, 40 The Esplanade Perth, WA 6000 Australia Comments Coles Group Limited owns and operates retail stores in Australia and New Zealand. The company operates its stores under four groups: Food, Liquor & Fuel; Kmart; Officeworks; and Target. Food, Liquor & Fuel group comprises Supermarkets, Coles Liquor, Coles Express, and Coles Online. The Supermarkets brand comprises the Coles and Bi-Lo brands that offer a range of fresh food, groceries, and general merchandise. Coles Liquor operates four major brands: Liquorland, Vintage Cellars, Theo’s, and 1st Choice Liquor Superstore. Coles Express operates fuel and convenience stores across Australia. Kmarts are discount stores that offer a range of items, including sporting goods, toys, electrical appliances, and apparel. It also operates Kmart Tyre & Auto Service outlets. Officeworks group operates three brands, including Officeworks Superstores, Officeworks BusinessDirect, and Harris Technology, which operate as office supplies retailers for small to medium sized businesses, home offices, and individual consumers. Officeworks offers a range of products, including stationary, consumables, business machines, office furniture, and printing services. Coles Group Limited was formerly known as Coles Myer Ltd. and changed its name to Coles Group Limited in November 2006. The company was founded in 1914 and is based in Tooronga, Australia. As of November 23, 2007, Coles Group Limited operates as a subsidiary of Wesfarmers Ltd. Company name COLES RETAIL GROUP PTY LTD Affiliation type Sister Company Country of business Australia Company name LIQUORLAND (AUSTRALIA) PTY LTD Affiliation type Sister Company Country of business Australia Company name BUNNINGS GROUP LIMITED Affiliation type Sister Company Country of business Australia

Remarks on corporate affiliations and related companies Other companies of the Wesfarmers group should be considered affiliates of the Subject.

BANK AND MORTGAGES

Bank Details

Name of bank Australia and New Zealand Banking Group (ANZ) Address Australia Name of bank Westpac Address Australia Name of bank Commonwealth Bank of Australia Address Australia

Comments It is generally not the policy of local banks to provide credit status information to non related parties, however interested parties would be advised to consult first with the Subject if banker's references are required.

Mortgages

None reported.

Legal Filings

Bankruptcy filings None reported. Court judgements None reported.

Tax liens None reported. Others None reported.

FINANCIAL STATISTICS

Description

Financial statement source Public Record Sources Financial statement date 30/06/14 Style of financial statement Full audited

Currency of financial statement Australia Dollar (AUD) Exchange rate 1 USD = AUD 1.15 as of 13-11-2014

Concise Financial Data	Consolidation style	Group Consolidated	Group Consolidated
	Currency	Australia Dollar (AUD)	Australia Dollar (AUD)
	Date of financial year end	30/06/14	30/06/13
	Length of financial accounts	12 months	12 months
	Sales turnover / Revenue / Income	60,181,000,000.00	57,749,000,000.00
	Profit / Loss before tax	2,544,000,000.00	3,036,000,000.00
	Net income / loss	1,605,000,000.00	2,128,000,000.00
	Non-current assets	30,416,000,000.00	32,569,000,000.00
	Property, plant and equipment	9,952,000,000.00	10,164,000,000.00
	Current assets	9,311,000,000.00	10,586,000,000.00
	Inventories	5,336,000,000.00	5,047,000,000.00
	Cash and cash equivalents	2,067,000,000.00	1,333,000,000.00
	Accounts receivable	1,584,000,000.00	2,341,000,000.00
	Total assets	39,727,000,000.00	43,155,000,000.00
	Current liabilities	8,229,000,000.00	9,572,000,000.00
	Non-current liabilities	5,511,000,000.00	7,561,000,000.00
	Accounts payable	5,417,000,000.00	5,999,000,000.00
	Total liabilities	13,740,000,000.00	17,133,000,000.00
	Share equity	25,987,000,000.00	26,022,000,000.00
	Retained earnings	2,901,000,000.00	2,375,000,000.00

Remarks

The group consolidated financial statement above relates to the Subject's Ultimate Holding Company Wesfarmers Limited and all its subsidiaries.

BUSINESS DETAILS

Operational Details

Main activities The Subject engages in import and wholesale distribution of grocery products to Coles Supermarkets and Coles Group discount food business, BI-LO. The Subject is ultimately owned by Wesfarmers Limited. Wesfarmers Limited is engaged in the retail; coal mining and production; gas processing and distribution; industrial and safety product distribution; chemicals and fertilizers manufacturing; and investment businesses in Australia, New Zealand, and internationally. The company operates 762 Coles and Bi-Lo supermarkets; 831 liquor stores under the Liquorland, Vintage Cellars, and First Choice Liquor brand names; 90 hotels; 642 fuel and convenience stores under the Coles Express name; and an online supermarket. It also offers home improvement and outdoor living products through 223 large warehouse stores, 64 smaller format stores, and 33 trade centers under the Bunnings name; office products and solutions through Officeworks stores; apparel and general merchandise through 192 Kmart stores and 300 Target stores; and automotive services, repairs, and tires through 243 Kmart Tyre & Auto Service centers, as well as is involved in the retail of building materials, and office and technology products. In addition, the company is engaged in property business; and supplying and distributing maintenance, repair, and operating products. Further, it manufactures and markets industrial gases and equipment; and extracts, markets, and distributes LPG and LNG. Additionally, the company offers chemicals for industry, mining, and mineral processing activities; broadacre and horticultural fertilizers; and industrial, medical, and specialty gases, as well as holds interests in the Curragh and Bengalla cola mines in Australia. Wesfarmers Limited was founded in 1914 and is based in Perth, Australia. Products and services Grocery products Dairy and Frozen Foods Beverages

Purchases

International The Subject sources its product(s) / material(s) from countries worldwide.

Sales

Local The Subject sells its product(s) locally.

International None reported.

Key events
14 MAY 2014
ACCC levelling the playing field between supermarket chains and suppliers

The Australian Competition and Consumer Commission (“ACCC”) is taking Coles Supermarkets Australia Pty Ltd and Grocery Holdings Pty Ltd (“Coles”) to Court, on the basis that Coles’ conduct in its dealings with suppliers amounted to unconscionable conduct in contravention of the Australian Consumer Law (“ACL”).

These proceedings, the first arising from the ACCC’s broad investigative powers, indicate the ACCC is prepared to use the ACL to police any misuse of market power between major supermarket chains and suppliers, not just consumers. If the allegations made against Coles are proven, it is likely to be viewed as a significant ‘win’ for suppliers and it will hopefully go some way towards achieving a level playing field.

In summary, the ACCC has alleged that Coles sought to improve its earnings by threatening commercial consequences if 200 of its smaller suppliers declined to pay a rebate on purported benefits arising from supply chain changes made by Coles. In doing so, it is alleged that Coles breached the ACL by:

providing misleading information to suppliers about the savings and value to them from changes Coles had made;
using undue influence and unfair tactics against suppliers to obtain payments of the rebate;
taking advantage of its superior bargaining position by seeking payments when it had no legitimate basis for seeking them; and
requiring suppliers to agree to ongoing rebates without providing them with sufficient time to assess the value (if any) of the purported benefits of the rebate program to the suppliers business.
The total benefit to Coles from the rebate is alleged to be $16 million.

Following a two-and-a-half-year investigation, the ACCC is seeking pecuniary penalties, declarations, injunctions and costs against Coles.

Formal Court proceedings will start in Melbourne on 6 June 2014. Coles has declared it will vigorously defend the allegations so it is likely that it will be between 6 to 18 months before a final determination is handed down.

Source: www.mk.com.au

Business Facilities and Assets

Premises The Subject operates from the verified heading address consisting of a warehouse and an administrative office.

Branches None reported.

SUMMARIZED COUNTRY RISK

Gross Domestic Products (GDP) and Economic Overview

Central bank Reserve Bank of Australia Reserve of foreign exchange and gold US$ 58.415 billion Gross domestic product (GDP) US$ 1.436 trillion Purchasing power parity (GPP) 1.041 trillion of International dollars GDP per capita (current prices) US$ 61,137 GDP composition by sector agriculture: 3.8% industry: 27.4% services: 68.7% Inflation 2012: 1.8% 2013: 2.5% 2014: 2.3% Unemployment rate 2012: 5.2% 2013: 5.7% 2014: 6.2%

Public debt (general Government gross debt as percentage (%) of GDP) 2012: 27.2% 2013: 28.8% 2014: 30.8% Government bond ratings Standard & Poor's: AAA Moody's rating: Aaa Moody's outlook: STA Market value of publicly traded shares US$1.198 trillion

Trade and Competitiveness Overview

Total exports US$251.7 billion Export commodities Coal, iron ore, gold, meat, wool, alumina, wheat, machinery and transport equipment Total imports US$245.8 billion Import commodities Machinery and transport equipment, computers and office machines, telecommunication equipment and parts; crude oil and petroleum products Best countries for doing business 11 out of 189 countries Global competitiveness ranking 22 (ranking by country on a basis of 144, the first is the best)

Major export partners China 29.5%, Japan 19.3%, South Korea 8%, India 4.9% Major import partners China 18.4%, US 11.7%, Japan 7.9%, Singapore 6%, Germany 4.6%, Thailand 4.2%, South Korea 4.1% FDI inflows 2011: US$ 65,209 million 2012: US$ 55,518 million 2013: US$ 49,826 million FDI outflows 2011: US$ 8,702 million 2012: US$ 6,212 million 2013: US$ 6,364 million

Country and Population Overview

Total population 23.485 million Total area 7,741,220 sq km Capital Canberra

Currency Australian dollars (AUD) Internet users as percentage (%) of total population 83.00%

PAYMENT OUTLOOK

Purchases Term

Local Cash, Prepayment, Bank transfer, Credit 30-120 days

International Prepayment, L/C, D/P, D/A, Bank transfer, Credit 30-120 days

Sales Term

Local Cash, Prepayment, Bank transfer, Credit 30-120 days

Trade Reference / Payment Behaviour

Comments As local and international trade references were not supplied, the Subject's payment track record history cannot be appropriately determined but based on our research, payments are believed to be met without delay.

Investigation Note

Sources Interviews and material provided by the Subject Other official and local business sources

Attachments

Attachments Financial statements

KEY FINANCIAL RATIOS

For financial year end	30/06/14	30/06/13	.
Profitability	.	.	.
Pre-tax profit (loss) margin (%)	4.23	5.26
Net profit (loss) margin (%)	2.67	3.68
Return on Invested Capital	.	.	.
Return on assets (%)	4.04	4.93
Return on equity (%)	6.18	8.18
Liquidity	.	.	.
Current ratio	1.13	1.11
Quick ratio	0.48	0.58
Cash ratio	0.22	0.13
Accounts receivable turnover ratio (times)	37.99	24.67
Accounts payable turnover ratio (times)	11.11	9.63
Collection period (days)	9.61	14.80
Payment period (days)	32.85	37.92
Inventory turnover ratio (times)	11.28	11.44
Inventory conversion period (days)	32.36	31.90
Asset Management	.	.	.
Fixed asset turnover ratio (times)	6.05	5.68
Asset turnover ratio (times)	1.51	1.34
Capital Structure and Solvency	.	.	.
Total debt to asset ratio (%)	34.59	39.70
Total debt to equity ratio (%)	52.87	65.84
Non-current debt to equity ratio (%)	21.21	29.06

ATTACHMENT

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.61.68
UK Pound	1	Rs.96.94
Euro	1	Rs.77.36

INFORMATION DETAILS

Analysis Done by :	DIV
Report Prepared by :	SDA

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	--

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%)

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.