Share Wealth

Year End :2024-03

Your Directors are pleased to present the 28^th Annual Report and the Audited Accounts for the year ended 31^st March, 2024. FINANCIAL HIGHLIGHTS

The summarized financial performance (Standalone and Consolidated) of the Company:

(' in Lakhs)
Particulars	Standalone		Consolidated
	FY2023-24	FY 2022-23	FY2023-24	FY 2022-23
Total Income	1346.02	10,344.86	39,264.62	40,567.49
Profit / (Loss) before Exceptional Items	(8,562.48)	(8,308.01)	(7,700.30)	(13,952.00)
Share of loss in Associate Company and Joint Venture	NA	NA	(256.02)	(276.25)
Add/ (Less): Exceptional Items	(10,515.18)	(44,593.35)	(5,677.54)	(17,650.25)
Profit / (Loss) Before Tax	(19,077.66)	(52,901.36)	(13,633.86)	(31,878.50)
Profit / (Loss) After Tax	(19,077.66)	(52,855.59)	(13,468.26)	(32,194.84)
Profit / (Loss) After Share of Associates and Minority Interest	NA	NA	(13,520.58)	(32,168.88)

BUSINESS OPERATIONS

Future Consumer Limited ("FCL"/ "Company") is a leading consumer goods company with a solid asset base, including a portfolio of well-known consumer brands, Supermarket Retail Formats, and Back-End Infrastructure, such as India Food Park, Aadhaar Wholesale & Retail, and Nilgiris Dairy Farm. FCL’s strengths include its consumer brands portfolio, recognised and respected nationwide. Moreover, its presence in India’s rural markets give it an edge over competitors.

With a commitment to innovation and quality, FCL has consistently delivered products that cater to our customers’ evolving needs and preferences. Our portfolio of well-known retail Brands ensures a diverse and comprehensive range of offerings customer satisfaction has been a critical driver for us, resulting in continuous improvement of products and services. With a strong focus on sustainability and social responsibility, the Company works to impact society and the environment positively.

The setback with the Scheme of Arrangement with Reliance and its impact on Future Retail stores have been significant as they were our largest customer. Their subsequent admission into the IBC process jeopardised our receivables of INR 378.03 Crore from them.

Our unwavering focus remains on executing the scaled-down business plan which was formulated last year. This plan, with its key aspects offocusing on our Nilgiris and Aadhaar businesses, is designed to ensure our sustainability and provide a robust sales channel for our brand portfolio. We are also capitalising on the

potential of Integrated Food Park Business and leveraging our well-known brands in the general trade markets. Our strategy to make the Aadhaar and Nilgiris Retail Business, along with India Foodpark, cashflow positive has been successful. We are gradually. expanding the General Trade channels with a limited set of Brands, a testament to our commitment to growth and innovation.

On the debt repayment plan, we continue to work with the lenders on the Non-Core Business Monetization plan that the Lenders approved during the last financial year. The efforts we made to reach out to potential buyers directly and engage a few Investment Bankers have resulted in the Company having binding offers for all the critical assets that formed the monetisation plan. But any project of this nature does take time and is likely to be completed in current financial year. The lenders continue to support our efforts and have allowed your Company to run its subsidiaries in a full-fledged manner while we curtail operations and optimise the costs of the holding Company, FCL.

We are putting all efforts required to resolving your Company’s debt situation with the lenders in this financial year with the lenders settling their dues from the monetisation proceeds. Then, we focus on growing the Company from a smaller base with our portfolio of brands, and we are confident that we can get back to achieving the Company’s vision.

Despite the challenging macro-environment, marked by geopolitical tensions, decadal-high inflation, monetary tightening, and rising interest rates, our Company’s subsidiaries have demonstrated remarkable resilience. They have not only

weathered these storms but also grown profitably, setting a strong foundation for our next phase of growth.

During the year under review, your Company has recorded consolidated revenue from operations of ' 36,980.48 Lakhs as against revenue from operations of ' 38,115.08 Lakhs in the previous year. EBITDA profit of the Company increased to ' 216.09 Lakhs as compared to previous year a loss of ' 5,385.51 Lakhs during the year under review. The loss after tax attributable to the Company reduced from ' 32,194.84 Lakhs in FY23 to ' 13,468.26 Lakhs in FY24.

Material changes and commitments affecting the financial position of the Company between the end of financial year under review and date of this Report, forms part of this Report.

FUTURE OUTLOOK

Your company believes India's medium to long-term consumption opportunity remains intact, and we have the platform to leverage it.

FCL is resolute in its conviction of the immense potential for brand growth within our existing network of Aadhaar and Nilgiris. These channels provide a distinct advantage, enabling us to establish controlled distribution across all our categories and brands. This strategic distribution will enhance our market presence and foster a robust data ecosystem, setting us apart in the industry.

Our focus is on maximizing the potential of our Integrated Food Park Business and leveraging our well-known brands in the general trade markets. Our strategic approach is to ensure that all these businesses remain cash-flow positive. We will work on expanding the distribution coverage with a few well-known brands and partnering with companies with strong distribution capabilities.

During the current financial year (2024-25), the company expects to resolve the debt situation with the banks and grow profitably through organically driven sales growth and operational efficiency. Brand-building efforts, back-end productivity improvements related to the workforce and third-party manufacturers, and leveraging our network will help achieve the profitable growth outlined in the business plan.

UNCLAIMED SHARES

In terms of the provisions of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), details about unclaimed shares in suspense account as on 31^st March, 2024 are as under:

The Company has opened separate suspense account with Central Depository Services (India) Limited and has credited the said unclaimed shares to this suspense account. The voting rights in respect of shares maintained under the suspense account shall remain frozen till the rightful owner makes any claim over such shares.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to reserves.

DIVIDEND

In view of losses incurred and with an objective to conserve the resources, your Directors have not recommended any dividend on equity shares for the financial year ended 31^st March, 2024.

In accordance with the provisions of Regulation 43A of SEBI Listing Regulations, the Company has adopted a Dividend Distribution Policy which is made available on the website of the Company https://futureconsumer.in/investors.aspx#policies-code

SCHEME OF ARRANGEMENT

The Scheme of Arrangement comprising of the merger of wholly-owned subsidiaries viz. Future Food and Products Limited and Future Food Processing Limited ("Transferor Companies") with the Company ("Transferee Company") ("Scheme 1"), filed with the Hon’ble NCLT during the financial year 2021-22, was approved by Hon’ble NCLT, Mumbai Bench vide its order dated 10^th November, 2023 and the certified copy of order was received by the Company on 24^th November, 2023. The required forms

were filed with the Registrar of Companies on 30^th November, 2023 and the Scheme has been made effective from the said date.

The draft Scheme of Arrangement comprising merger of Nilgiris Franchise Limited, Nilgiri’s Mechanised Bakery Private Limited and Bloom Foods and Beverages Private Limited ("Transferor Companies") the Company ("Transferee Company") ("Scheme 2") filed with the Hon’ble NCLT, Mumbai Bench on 30^th June, 2023. Subsequently, the Board of Directors had at their meeting held on 14^th August, 2023, approved amendment to the draft Scheme 2 by changing the Appointed Date from 1^st April, 2022 to 1^st April, 2023. Further, the Board of Directors considering that presently the Company has been facing severe liquidity issues and due to funding constraints the Company is unable to pay fees of the legal counsels to carry out the completion of Scheme 2, had approved withdrawal of the Scheme 2 at their meeting held on 23^rd May, 2024, subject to approval of the Hon’ble NCLT and other regulatory authorities as may be required.

The Transferor and Transferee companies are in the process of filing the application for withdrawal of the Scheme 2 with NCLT for approval.

INCREASE IN SHARE CAPITAL

There has been no change in the share capital of the Company during the year under review.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES As on 31st March, 2024, your Company had following Subsidiary and Joint Venture companies:
Sr. No.	Name of the company	Category
1.	Aadhaar Wholesale Trading and Distribution Limited	Subsidiary
2.	Amar Chitra Katha Private Limited ("ACKPL")	Subsidiary (ceased with effect from 14th June,2023)
3.	Appu Nutritions Private Limited	Subsidiary
4.	Aussee Oats India Limited	Subsidiary of FCL Tradevest
5.	Aussee Oats Milling (Private) Limited	Subsidiary
6.	Bloom Foods and Beverages Private Limited	Subsidiary
7.	Delect Spices and Herbs Private Limited	Subsidiary of FCL Tradevest
8	FCEL Overseas FZCO	Subsidiary

Sr. No.	Name of the company	Category
9.	FCL Tradevest Private Limited ("FCL Tradevest")	Subsidiary
10.	Future Food and Products Limited	Subsidiary of FCL Tradevest (ceased with effect from 30th November, 2023)
11	Future Food Processing Limited	Subsidiary of FCL Tradevest (ceased with effect from 30th November, 2023)
12.	Fonterra Future Dairy Private Limited	Joint Venture (Joint Venture has been terminated)
13.	Hain Future Natural Products Private Limited	Joint Venture
14.	IBH Books & Magazines Distributors Limted	Subsidiary of ACKPL (ceased with effect from 14th June,2023)
15.	Ideas Box Entertainment Limited	Subsidiary of ACKPL (ceased with effect from 14th June,2023)
16.	Integrated Food Park Limited	Subsidiary of FCL Tradevest
17.	MNS Foods Limited	Associate of FCL Tradevest
18.	Nilgiris Franchise Limited	Subsidiary
19.	Nilgiri’s Mechanised Bakery Private Limited	Subsidiary
20.	Sublime Foods Limited ("Sublime")	Subsidiary of FCL Tradevest
21.	The Nilgiri Dairy Farm Private Limited ("NDFPL")	Subsidiary
22.	FCL Speciality Foods Private Limited	Subsidiary of Sublime

During year under review,

1. Consequent to preferential allotment of shares by MNS Foods Limited done during the year, MNS Foods Limited has ceased to be a step- down subsidiary of the Company with effect from 18^th December, 2023.

2. Consequent to sale of shares of Amar Chitra Katha Private Limited ("ACKPL") by the Company, ACKPL has ceased to be the subsidiary of the Company with effect from 14^th June, 2023.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of Subsidiaries and Joint Venture companies in Form AOC-1 is attached separately to this Annual Report.

The performance, financial position and contribution of each of the Subsidiaries and Joint Venture companies to the performance of the Company, is provided under Management Discussion and Analysis Report, which is presented separately and forms part of this Report.

The policy for determining material subsidiaries as approved by the Board of Directors of the Company is available on the website of the Company - https://futureconsumer.in/investors. aspx#policies-code

As on 31^st March, 2024, Aadhaar Wholesale Trading and Distribution Limited, Integrated Food Park Limited and The Nilgiri Dairy Farm Private Limited have been identified as material subsidiaries of the Company as per the thresholds laid down under the aforesaid policy.

In accordance to the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein standalone and the consolidated financial statements of the Company and the audited financial statements of each of the subsidiary companies have been placed on the website of the Company - www.futureconsumer. in.

The audited financial statements in respect of each subsidiary company shall also be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of ensuing Annual General Meeting. The aforesaid documents relating to subsidiary companies can be made available to any Member interested in obtaining the same upon a request in that regards made to the Company.

FINANCIAL STATEMENTS

Pursuant to the Companies (Indian Accounting Standards) Rules, 2015 ("IND AS") notified by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards with effect from 1^st April, 2016. Accordingly, the Standalone and Consolidated Financial Statements of the Company and its subsidiaries, for the year ended 31^st March, 2024 have been prepared in accordance with IND AS.

The audited Consolidated Financial Statements prepared in accordance with IND AS are provided in this Annual Report.

PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTSMADE PURSUANT TO THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans granted, guarantees provided and investments made by the Company under the provisions of Section 186 of the Companies Act, 2013, are provided under Note No. 38 to Standalone Financial Statements of the Company, forming part of this Annual Report.

RELATED PARTY TRANSACTIONS

The Company has formulated policy on materiality of related party transactions and dealing with related party transactions ("RPT Policy") in accordance to the provisions of Companies Act, 2013 and SEBI Listing Regulations. The RPT Policy is available on the website of the Company - https://futureconsumer.in/ investors.aspx#policies-code.

All transactions with related parties are placed before the Audit Committee for review and are approved by the Independent Directors being members of the Audit Committee. Prior omnibus approval is obtained for transactions with related parties which are repetitive in nature.

All transactions entered into with related parties during the financial year under review were in the ordinary course of business and on an arm’s length basis. The disclosure in respect of material contracts or arrangements with related parties, as required under Section 134(3)(h) of the Companies Act, 2013 is made in Form AOC-2 which is annexed to this Report as Annexure I.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROLS

The Company has an internal audit system commensurate with the size of the Company and the nature of its business. The Company has appointed M/s. S N & Co, Chartered Accountants as the Internal Auditors of the Company. The internal auditor prepares an annual audit plan based on risk assessment and conducts extensive reviews covering financial, operational and compliance controls. Improvements in processes are identified during reviews and communicated to the management on an ongoing basis. The Audit Committee of the Board monitors the performance of the internal auditors on a periodic basis through review of audit plans, audit findings and issue resolution through follow- ups. Each year, there are at least four meetings in which the Audit Committee reviews internal audit findings. Internal Audit function plays a key role in providing to both the management and to the Audit Committee, an objective view and re-assurance of the overall internal control systems and effectiveness of the risk management processes and the status of compliances with operating systems, internal policies

and regulatory requirements across the Company including its subsidiaries. The Internal Auditors assist in setting Industry benchmarks and help us drive implement best Industry practice within our organization.

The Company has an adequate system of internal financial controls. Internal Audit team conducts Internal Financial Review (IFC) testing on yearly basis as per Companies Act 2013, to ensure adequate and effective Internal Control over Financial Reporting is in place. The same is also being certified by our statutory auditors on a yearly basis.

The Company has adopted policies and procedures covering all financial and operating functions. These controls have been designed to provide a reasonable assurance over:

• Accuracy and completeness of the accounting records

• Compliance with applicable laws and regulations

• Effectiveness and efficiency of operations

• Prevention and detection of frauds and errors

• Safeguarding of assets from unauthorised use or losses. Based on the assessment carried out by the Company, the internal financial controls were adequate and effective and no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed, during the financial year ended 31^st March, 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company ("Board"), on the recommendation of the Nomination and Remuneration/ Compensation Committee ("NRC Committee") had at their meeting held on 5^th August, 2023, appointed Mr. Birendra Kumar Agrawal as an Additional Independent Director of the Company with effect from 5^th August, 2023, for a term of five years, subject to approval of the shareholders of the Company. The Board, on the recommendation of the NRC Committee, had at the said meeting also appointed Ms. Lynette Monteiro as an Additional Non-Executive and Non-Independent Director of the Company with effect from 5^th August, 2023, to hold office upto the date of the next Annual General Meeting of the Company. The approval of the Shareholders of the Company was subsequently obtained at the 27^th AGM held on 4^th November, 2023, for appointment of Mr. Birendra Kumar Agrawal as an Independent Director of the Company and Ms. Lynette Monteiro as Non-Executive and NonIndependent Director of the Company.

The Board, on the recommendation of the NRC Committee, had at their meeting held on 23^rd October, 2023 appointed Mr. Samson Samuel as an Additional Director of the Company with effect from 23^rd October, 2023 and had also designated

him as a Managing Director of the Company for the period of 3 (three) years with effect from 23^rd October, 2023. In terms of the provisions of Section 161 of the Companies Act, 2013, the office of directorship of Mr. Samson Samuel was vacated upon conclusion of the 27^th Annual General Meeting of the Company held on 4^th November, 2023. Thereafter, the Board, on the basis of recommendation made by the NRC Committee, had at their meeting held on 4^th November, 2023 appointed Mr. Samson Samuel as an Additional Director of the Company with effect from 4^th November, 2023. Further, the Board on the basis of recommendation made by the NRC Committee, had at the said meeting, subject to approval of the Shareholders ofthe Company and such other consents and approvals that may be required in terms of applicable laws, also designated Mr. Samson Samuel, as the Managing Director of the Company for a period of 3 (three) years with effect from 4^th November, 2023. Subsequently, the approval of the Shareholders of the Company was obtained on 2^nd February, 2024, by way of postal ballot, for appointment of Mr. Samson Samuel as a Director of the Company, whose term shall be liable to retire by rotation and also as Managing Director of the Company, for a period of three years with effect from 4^th November, 2023.

Further, the Board, on the recommendation of the NRC Committee had at their meeting held on 29^th December,

2023, appointed Mr. Ravi Shankar Shrivastava as an Additional Independent Director of the Company with effect from 29^th December, 2023, for a term of five years, subject to approval of the shareholders of the Company. Subsequently, the approval of the Shareholders of the Company was obtained on 2^nd February,

2024, by way of postal ballot, for appointment of Mr. Ravi Shankar Shrivastava as an Independent Director of the Company.

The Board, on the recommendation of the NRC Committee had at their meeting held on 9^th February, 2024, appointed Ms. Preeti Singhal as an Additional Independent Director of the Company with effect from 9^th February, 2024, for a term of five years, subject to approval of the shareholders of the Company. The Board, on the recommendation of the NRC Committee, had at the said meeting also appointed Ms. Shivangi Sharma as an Additional Non-Executive and Non-Independent Director of the Company with effect from 9^th February, 2024, to hold office upto the date of the next Annual General Meeting of the Company. The approval of the Shareholders of the Company was subsequently obtained on 6^th May, 2024, by way of postal ballot, for appointment of Ms. Preeti Singhal as an Independent Director of the Company and Ms. Shivangi Sharma as NonExecutive and Non- Independent Director of the Company.

The Company has received respective declaration(s) from Mr. Birendra Kumar Agrawal, Mr. Ravi Shankar Shrivastava and

Ms. Preeti Singhal confirming that they meet the criteria of independence as provided under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and that of the Articles of Association, Ms. Lynette Monteiro, Non-Executive Director is liable to retire from the Board of the Company by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible, has offered herself for being re-appointed at the AGM.

The Notice convening forthcoming AGM includes the proposal for re-appointment of Ms. Lynette Monteiro. A brief resume of the Director seeking re-appointment at the forthcoming AGM and other details as required to be disclosed in terms of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings ("SS-2") forms part of the Notice calling the AGM.

As on 31^st March, 2024, in terms of confirmation received from respective Director(s), none of the Directors are disqualified for appointment/re-appointment under Section 164 of the Companies Act, 2013. The Company has received individual declarations from following Independent Director(s) of the Company as on 31^st March, 2024, stating that they meet the criteria of independence as provided under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations:

a) Mr. Birendra Kumar Agrawal

b) Mr. Ravi Shankar Shrivastava

c) Ms. Preeti Singhal

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Director(s) have confirmed that they are not aware of any circumstance or situation which exists or may be anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board is of the opinion that Independent Directors possess highest standards of integrity and requisite expertise and experience required to fulfil the duties as an Independent Director of the Company.

During the year under review, Mr. G N Bajpai resigned as Independent Director of the Company with effect from 2^nd June, 2023 due to his advancing age and Ms. Neelam Chhiber resigned as Independent Director of the Company with effect from 30^th December, 2023 due to the reason for focusing on her personal matters. Further, Ms. Ashni Biyani, Mr. Rajnikant Sabnavis and

Mr. Amit Kumar Agarwal resigned as Directors of the Company with effect from 5^th June, 2023, 17^th November, 2023 and 15^th January, 2024 respectively.

Further, Mr. Kishore Biyani had incurred disqualification in terms of the provisions of Section 164(2) of the Companies Act, 2013 and accordingly, in terms of the provisions of Section 167(1)(a) of the Companies Act, 2013, his office of Directorship as Vice Chairman and Non-Executive Director of the Company was vacated with effect from 21^st October, 2023.

The Board wishes to place on record their appreciation for the contributions made by each Director during their tenure as member of the Board of Directors of the Company.

Consequent to the appointment of Mr. Samson Samuel as the Managing Director of the Company, he ceased to be the Chief Executive Officer of the Company with effect from 23^rd October, 2023.

After the year under review following changes have taken place in Board composition:

i. Mr. Ravi Shankar Shrivastava resigned from the position of an Independent Director from Board of Directors of the Company with effect from 21^st October, 2024.

ii. The Board on the recommendation of NRC Committee appointed Ms. Jayshree Prajapat as an Additional Independent Director at their meeting held on 28^th November, 2024.

MEETINGS OF THE BOARD OF DIRECTORS

During the financial year 2023-24, 10 (Ten) meetings of the Board of Directors were held on the following dates:

30^th May, 2023, 5^th August, 2023, 14^th August, 2023, 29^th August, 2023, 23^rd October, 2023, 4^th November, 2023, 9^th November,

2023, 29^th December, 2023, 9^th February, 2024 and 27^th March,

2024.

The details of composition of the Board and the attendance of the Directors at the meetings is provided in the Corporate Governance Report which forms part of this Annual Report.

AUDIT COMMITTEE

As on 31^st March, 2024, the composition of Audit Committee has been as under:

a) Mr. Birendra Kumar Agrawal

b) Ms. Preeti Singhal

c) Ms. Shivangi Sharma

During the financial year 2023-24, four meetings of Audit Committee were held on the following dates: 30^th May, 2023, 14^th August, 2023, 9^th November, 2023 and 9^th February, 2024

Further details with respect to Audit Committee are disclosed in the Corporate Governance Report which forms part of this Annual Report.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on 31^st March, 2024, the composition of Corporate Social Responsibility Committee has been as under:

a) Ms. Shivangi Sharma

b) Mr. Samson Samuel

c) Ms. Preeti Singhal

RISK MANAGEMENT COMMITTEE

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 21 of SEBI Listing Regulations, Risk Management Committee is in place and as on 31^st March, 2024, the composition of Risk Management Committee has been as under:

a. Ms. Preeti Singhal

b. Mr. Samson Samuel

c. Mr. Rajendra Bajaj

The Company has formulated a Risk Management Policy to establish an effective and integrated framework for the risk management process.

PERFORMANCE EVALUATION OF BOARD

The Board had carried out an annual evaluation of its own performance, committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations for the financial year 2023-24. The evaluation process was carried out through a web based application in terms of a structured questionnaire in accordance to the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India.

The evaluation of Individual Directors was done taking into consideration the contributions made by each Director as a member at the respective meetings, in pursuit of the purpose and goals, participation at the meetings, independent views and judgement, initiative, ownership of value building.

The performance of the Committees was evaluated by majority of the Board Members after seeking inputs from the Committee members on the basis of the criteria such as the composition

of the Company. The details of said vigil mechanism is given in Corporate Governance Report, which forms part of this Annual Report.

NOMINATION AND REMUNERATION POLICY

In terms of requirements prescribed under Section 178 of the Companies Act, 2013, the Company has framed a Nomination and Remuneration Policy for appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management (the "Policy").

The purpose of this Policy is to establish and govern the procedure as applicable inter alia in respect to the following:

a) To evaluate the performance of the members of the Board.

b) To ensure remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

c) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

The Policy is available on the website of the Company - https:// futureconsumer.in/investors.aspx#policies-code

CORPORATE SOCIAL RESPONSIBILITY STATEMENT

The Company has constituted a Corporate Social Responsibility Committee ("CSR Committee") in accordance with Section 135 of the Companies Act, 2013. The Board of Directors of the Company have, based on recommendations made by the CSR Committee, formulated and approved Corporate Social Responsibility Policy ("CSR Policy") for the Company. The salient features of CSR Policy inter-alia comprises of framing of guidelines to make Corporate Social Responsibility a key business process for sustainable development of the society to directly/indirectly undertake projects/ programmes which will enhance the quality of life and economic well-being of the communities in and around our operations and society and to generate goodwill and recognition among all stakeholders of the Company.

The CSR Policy framed by the Company is available on the website of the Company - https://futureconsumer.in/investors. aspx#policies-code

The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is made in prescribed form which is annexed to this Report as Annexure II.

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

Your Company has Enterprise Risk Management ("ERM") Policy in place. The aim of this policy is not only to eliminate risks but to also assist FCL personnel to manage the risks involved concerning the business and to achieve maximum opportunities and minimize adverse consequences.

It involves:

• Identifying and taking opportunities to improve performance as well as taking actions to avoid or reduce the chances of adverse consequences;

• A systematic process that can be used when making decisions to improve the effectiveness and efficiency of performance;

• Effective communication; and

• Accountability in decision making.

Risk Management Committee meetings are convened twice in a year wherein all the critical risks along with current mitigation plans identified during the period are presented to the Risk Management Committee. This ensures all the critical risks are covered and suitable mitigation plans are in place or needs to be implemented to overcome /avoid the risk to ensure controls are operating effectively. The Audit Committee has additional oversight in the areas of financial risk and controls.

In view of loss of business from Future Retail Limited Stores, the Board of Directors express their concern over the performance of the Company in the forthcoming years. To mitigate the same, the Company plans to identify and implement alternative options in modern and general trade category.

AUDITORS AND AUDITORS' REPORT

M/s. S R B C & CO LLP, Chartered Accountants, (Firm’s Registration No: 324982E/E300003) resigned as the Statutory Auditors of the Company with effect from 14^th August, 2023. Based on the recommendation of the Audit Committee, the Board of Directors had at their meeting held on 14^th August, 2023, approved appointment of M/s. Borkar and Muzumdar, Chartered Accountants, registered with the Institute of Chartered Accountants of India having Firm’s Registration No. 101569W, as Statutory Auditors with effect from 14^th August, 2023, to fill the casual vacancy in the office of Statutory Auditors due to resignation of existing Statutory Auditors of the Company. Further, based on the recommendation of the Audit Committee, the Board of Director had at their meeting held on 14^th August, 2023, recommended the appointment of M/s. Borkar and Muzumdar, Chartered Accountants, as the Statutory Auditors

of the Company for the approval of Members at the 27^th Annual General Meeting ("AGM"), for a period of five years, to hold office from the conclusion of the 27^th AGM till the conclusion of the 32^nd AGM of the Company.

Subsequently, the Shareholders of the Company, at the 27^th AGM of the Company held on 4^th November, 2023 approved appointment of M/s. Borkar and Muzumdar, Chartered Accountants as Statutory Auditors of the Company for a term of 5 (five) years to hold office from the conclusion of the 27^th AGM till the conclusion of the 32^nd AGM of the Company to be held in the year 2028.

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments and explanations. The Auditors’ Report (on Standalone and Consolidated Financial Statements) for the financial year ended 31^st March, 2024 have been qualified by the Statutory Auditors in respect of following:

i) Qualification on non-availability of results /audited financial statements of two joint venture companies

The Audit Committee and Board of Directors at their respective meetings while approving the said Financial Statements reviewed such qualification made by the Statutory Auditors. In accordance to the provisions of Section 134(3)(f) of the Companies Act, 2013 and Regulation 34(2) of SEBI Listing Regulations, a statement containing the details of qualification, explanation by the Board and impact of the qualifications is provided under Note No. 49 and Note No. 50 to Standalone and Consolidated Financial Statements of the Company respectively, forming part of this Annual Report.

No instances of fraud have been reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Your Company has undertaken Secretarial Audit for the financial year 2023-24 which, inter alia, includes audit of compliance with the Companies Act, 2013 and the Rules made under the Act, SEBI Listing Regulations and applicable Regulations prescribed by the Securities and Exchange Board of India and Secretarial Standards issued by the Institute of the Company Secretaries of India.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Sanjay Dholakia & Associates, Practicing

Company Secretary (Membership No. 2655 / CP No.1798) to conduct the Secretarial Audit of the Company for financial year 2023-24.

The Secretarial Audit Report is annexed to this Report as Annexure III. The observation/remark of the Secretarial Auditor in their report is self-explanatory and therefore, the Board does not have any further comments on the same. The Company would take necessary action to comply with the respective provisions of the regulations.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY

Pursuant to provisions of Regulation 24A of SEBI Listing Regulations, Secretarial Audit was undertaken for the financial year ended 31^st March, 2024 for material subsidiaries of the Company viz. -Aadhaar Wholesale Trading and Distribution Limited, Integrated Food Park Limited and The Nilgiri Dairy Farm Private Limited. The Secretarial Audit Report for aforesaid material unlisted subsidiaries is annexed to this Report as Annexure IV-A, IV-B and IV-C and the observation/remark of the Secretarial Auditor in their report is self-explanatory and therefore, the Board of the said material subsidiaries does not have any further comments on the same. The material subsidiaries would take necessary action to comply with the respective provisions of the regulations.

PUBLIC DEPOSITS

Your Company has not been accepting any deposits from the public and hence there are no unpaid / unclaimed deposits or any instance of default in repayment thereof.

ANNUAL RETURN

The Annual Return as on 31^st March, 2024 in terms of provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Rules thereto, is available on website of the Company -https://futureconsumer.in/investors.aspx#financials-id.

PARTICULARS OF EMPLOYEES

Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided under Annexure V, which is annexed to this Report.

In terms of the provisions of first proviso to Section 136(1) of the Companies Act, 2013, the statement containing particulars of top ten employees and the employees drawing remuneration in excess of limits prescribed under Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014, is excluded from the Annual Report being sent to the Members of the Company and will be available for inspection by the Members upto the date of forthcoming Annual General Meeting. If any Member is interested in obtaining a copy thereof or inspecting the same, such Member may write to the Company Secretary and the same shall be provided. The full Annual Report is being sent electronically to all those members who have registered their email addresses and is also available on the website of the Company and Stock Exchanges.

ANNUAL REPORT

In compliance with the circulars issued by the Ministry of Corporate Affairs ("MCA") viz. General Circular No. 09/2024 dated 19^th September, 2024 read with General Circular No.09/2023 dated 25^th September, 2023, General Circular No.10/2022 dated 28^th December, 2022, General Circular No. 14/2020 dated 8^th April, 2020, General Circular No. 17/2020 dated 13^th April, 2020, General Circular No. 20/2020 dated 5th May, 2020, General Circular No. 02/2021 dated 13^th January, 2021, General Circular No. 19/2021 dated 8^th December, 2021 and General Circular No. 21/2021 dated 14^th December, 2021 and Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 5^th January, 2023 issued by the Securities and Exchange Board of India, Notice of the AGM along with the Annual Report 2022-23 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company’s website www.futureconsumer.in, website of the Stock Exchanges i.e. BSE Limited and The National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of NSDL https://www.evoting.nsdl.com

PARTICULARS OF EMPLOYEE STOCK OPTION PLAN

Pursuant to the approval of the Shareholders, the Company has formulated following employee stock option schemes:

a) FVIL Employees Stock Option Plan-2011 ("FVIL ESOP-2011")

b) Future Consumer Enterprise Limited - Employee Stock Option Plan 2014 ("FCEL ESOP - 2014")

The aforesaid Employee Stock Option Plans are in compliance with erstwhile SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time ("SEBI Employee Benefits Regulations") and there have been no material changes to these Plans during the financial year under review.

Consequent to the approval granted by the Board of Directors at their meeting held on 23^rd May, 2024, FVIL ESOP-2011 and FCEL ESOP-2014 Schemes have been cancelled. Further, the ESOP Trust formed for implementation of FCEL ESOP - 2014 Scheme through Secondary Route, is in the process of dissolution.

The details of options granted and exercised under FVIL ESOP-2011 and FCEL ESOP-2014 and other disclosures as required under SEBI Employee Benefits Regulations, are available on the website of the Company https://futureconsumer.in/investors. aspx#statutory-documents and are also provided in Annexure VI, which is annexed to this Report.

MAINTENANCE OF COST RECORDS

Your Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly such accounts and records have not been maintained by the Company.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE EARNINGS AND OUTGO, ETC.

The Company in its regular course of business is vigilant to conserve the resources and continuously implements measures required to save energy.

The Company’s initiative towards Energy and Carbon Policy sets forth guidelines towards low carbon transformation through energy efficiency and sourcing energy from alternative and renewable sources. The Company’s Environment Social Management Systems ("ESMS") help them in identifying and assessing environmental risks, preventing and mitigating the environmental impact caused due to its operations and products. The Company monitors its environmental performance against key performance indicators and works towards increasing manufacturing efficiency, wastage reduction and enhancing capacity utilization.

The business activities of the Company are not specific to any technology requirements. In the course of operations, processes are formed and implemented to achieve operational efficiencies in the Company and also at its subsidiaries which assist in maintaining product quality and cost control. In respect of the manufacturing units of the Company and its subsidiaries, the brief particulars in respect of various steps and initiatives taken regarding conservation of energy and technology absorption are as under:

(A) Conservation of Energy

The energy utilization in each manufacturing unit is being monitored regularly in order to achieve effective conservation of energy. The significant energy conservation measures under taken during the year under review were as under:

(i) the steps taken or impact on conservation of energy:

(a) Facilities at India Food Park are instrumental in saving energy, each facility took stretched target of 15% optimization in electrical energy. Each facility implemented TPM, lean manufacturing to optimize the energy and achieved more than set target.

(b) Installing strip curtains in cold chain doors have arrested the sudden of loss of cool air due to door opening and closing

(c) Auto power factor correction (APFC) resulted in savings of 800 kwh/month.

(d) Dedicated chimney has been installed for 125 and 250 KVA DG sets, which will help on effective stack monitoring and there by result less power diesel consumption.

(e) Decline on per unit rate due to higher EB usage

(ii) the steps taken by the Company for utilizing alternate sources of energy:

India Food Park at Tumkur has installed 3MW solar power generating units by third party and the company has been continuously trying to shift the power usage from renewable energy such as solar panels and to this effect the share of solar power usage has increased. Solar power usage increased from 42% in FY 2022-23 to 46% in FY 2023-24 thus using 33.38 Lakh units on overall consumption base of 72 Lakh units.

(iii) the capital investment on energy conservation equipments:

There was no capital investment on energy conservation equipment for FY 2023-24 across all the business verticals of the Company and its subsidiaries.

Conservation of Water

• Water mapping done with mass balance study.

• Water flow meters are installed from source to all the appropriate locations to monitor the water consumption.

• Digital flow meter is installed at KIADB, IFPL water inlet for monitor the actual receipt of inlet water.

• Reuse, Recycle, Reduce method used to optimize the water consumption.

• Rain water harvesting pond of 20L capacity has been activated that will help harvest rain water during season and also recharge ground water level. IFPL has plans to reuse this water in future by filtration in next 2-3 years.

• New ETP plant of 200KLD extra capacity has been commissioned which is providing much needed water recycling support

(B) Technology absorption

At the India Food Park at Tumkur, LPG is replaced by PNG there by reducing GHG emissions. Various programs are under taken like environment monitoring, tree planation, providing storm water drains for new buildings, utilizing more amount of treated water for landscaping, gardening there by conserve raw water, implementation of TPM and lean manufacturing resulted in energy savings, small initiatives like switching of lights when not use, ACs, using public transport.

(C) Foreign exchange earnings and outgo

The details in respect of Foreign Exchange earnings/ outgo for the year under review, is provided below:

Foreign Exchange Earnings: NilForeign Exchange Outgo:
Nature of transaction	Amount (' In Lakhs)
Sitting Fees	1.50
Legal & Professional Fees	12.11
Total	13.61

GENERAL

1. The Company has neither issued any equity shares with differential rights as to dividend, voting or otherwise nor sweat equity shares and hence no disclosure is required to be made in respect of the same.

2. During the year under review, the Managing Director and Executive Director have not received any commission from the Company nor any remuneration in the form of salary/ perquisites from any of its subsidiary companies.

3. There are no significant / material orders passed by the regulators/courts/tribunals during the year under review which would otherwise impact the going concern status of your Company and its future operations.

4. The Company has complied with the provisions regarding the constitution of the Internal Complaints Committee ("ICC") in terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereto. During the year under review,

there were no reported instances of cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

5. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

6. There is proceeding pending under the Insolvency and Bankruptcy Code, 2016. An interlocutory application was filed by Mr. Vijaykumar V Iyer, Resolution Professional of Future Retail Limited ("RP") against the Company, before Hon’ble National Company Law Tribunal, Mumbai Bench ("NCLT"), under the provisions of Insolvency and Bankruptcy Code, 2016 ("Code") in the matter relating to Corporate Insolvency Resolution Process initiated by Bank of India (the "Financial Creditor" therein) against Future Retail Limited ("FRL" / "Debtor" therein). In the said interlocutory application filed, the RP has prayed to NCLT to declare payments made by FRL to the Company to the tune of ' 839.18 Crore, during the financial years 2020-21 and 2021-22 to be preferential in nature and has sought directions from NCLT for Company to refund the alleged preferential payments to FRL in accordance with Section 44 of the Code. The application is pending before NCLT as on March 31, 2024.

7. The Company has not availed any fresh loan from the Banks or Financial Institutions during the financial year 2023-24 and therefore there is no disclosure relating to difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

8. During the year under review, the Company has been unable to service its obligations towards payment of amount of principal and interest due towards unlisted NonConvertible Debentures issued by the Company to CDC Emerging Markets Limited. The amount due was partly paid-off during the current fiscal and presently an principal amount of ' 158.82 Crore and accrued interest of ' 58.01 Crore is outstanding to be paid by the Company.

9. There were no events relating to non-exercising of voting rights since there were no shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act,2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.