future consumer enterprise ltd Directors report

Dear Shareholders,

Your Directors are pleased to present the 27^th Annual Report and the Audited Accounts for the year ended 31^st March, 2023. FINANCIAL HIGHLIGHTS

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

( in Lakhs)

Particulars	Standalone		Consolidated
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Total Income	10,047.64	1,02,952.17	40,567.49	1,48,936.55
Profit / (Loss) before Exceptional Items	(8,582.23)	(27,821.65)	(13,952.00)	(35,427.30)
Share of loss in Associate Company and Joint Venture	NA	NA	(276.25)	(2,200.75)
Add/ (Less): Exceptional Items	(46,188.17)	(26,865.72)	(18,665.72)	(7,409.20)
Profit / (Loss) Before Tax	(54,770.40)	(54,687.37)	(32,893.97)	(45,037.25)
Profit / (Loss) After Tax	(54,724.63)	(54,687.37)	(33,503.31)	(44,975.63)
Profit / (Loss) After Share of Associates and Minority Interest	NA	NA	(33,496.90)	(44,967.96)

BUSINESS OPERATIONS

Future Consumer Limited ("FCL"/ "Company") is engaged in the business of sourcing, manufacturing, branding, marketing and distribution of Food and Processed Food Products & Health and personal care (HPC) products in urban and rural India. Over the years, FCL has been operating as a next-generation Food and HPC Company focusing on emerging categories and value- added space. Your Company has over the years successfully created a portfolio of differentiated products catering to a wide range of categories spanning across food, home care, personal care and beauty.

The closure of Future Retail stores at the start of the year had a serious impact on the business of your Company as they were our largest customer and their subsequent admission into the IBC process jeopardized our receivables of 378.19 Crore from them. Therefore, this year started with headwinds in terms of the non-availability of funds for growth and lower business and free cash flows which impacted on our ability to pay the borrowing dues on the bank loans.

We went back to the drawing board and put together a scaled- down business plan in line with the funds we had and could generate but still take us to breakeven level at the end of the year and designed the organization bottom up. The building blocks of the plan were about focusing on a few of our brands having market pull that we could take to the general trade market and focus on improving the distribution network of Aadhaar and Nilgiris and sustaining the food park business. All of this resulted in us needing to shut down some of our manufacturing units and curtail operations at other locations in line with the scaled-down business plan.

This Business Plan, and a Non-Core Business Monetization plan, were presented to the Lenders, who agreed to the proposal and allowed us "holding on" operations till March 23. Your Company

put together a small team, reached out to potential buyers directly, and engaged a few investment bankers to achieve the monetization plan. The response to the assets monetization plan has been very positive and evinced interest from multiple buyers. It is in different stages of completion to close the deals for the respective assets. But any project of this nature does take time, and your Company has asked for an extension from the banks on the timelines, and they have been kind enough to extend the monetization plan till May 23. The Lenders have supported our efforts and allowed your Company to run under holding on operations.

We are putting all our endeavours into having a resolution for your Company this financial year with the lenders settling their dues from the monetization 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 Companys vision.

The macro-environment during the year was challenging due to geopolitical tensions, decadal-high inflation hurting demand and consumer choices, monetary tightening, and rising interest rates, impacting the global economy and Indian retail consumption. Despite all these, the Companys subsidiaries have shown resilience and have grown profitably, which augurs well for the next phase of growth for the Company.

During the year under review, your Company has recorded consolidated revenue from operations of 38,115.08 Lakhs as against revenue from operations of 1,46,878.86 Lakhs in the previous year. EBITDA loss of the Company reduced from 23,955.10 Lakhs in the previous year to a loss of 5,385.51 Lakhs during the year under review. The loss after tax attributable to the Company reduced from 44,975.63 Lakhs in FY22 to 33,503.31 Lakhs in FY23. Loss is primarily on account of expected credit loss on trade receivables and impairment cost of 18,665.72 Lakhs recognised majorly on account of Impairment on Asset Held for Sale.

Despite the challenging operating and financing situation, your Company demonstrated strong execution of its plans shared with the lenders. Once the dust settles, your Company plans to change gears by focusing on building a solid distribution network outside the general trade space and using the existing network to grow our Brands at the same time optimising costs at the backend, driving synergies and judiciously allocating resources, conserving cash and improving liquidity thereby enhancing stakeholder value.

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

FUTURE OUTLOOK

Your Company continues to believe that the medium to long term consumption opportunity in India remains intact and we have the platform to be able to leverage the opportunity.

Your Company plans to grow the business profitably and provide a sales channel for our Brands Portfolio. Your Company believes that there is an immense opportunity to grow our brands in the existing network. These channels allow the Company to build a controlled and distribution across our categories and brands.

Your Company will focus on improving the utilization of the Integrated Food Park Business, resulting in better cash flows for the Company.

Your Company will also focus on building a profitable general trade business at a low base with a limited set of our Brands that has a pull in the market with the efforts we have put in during the last many years.

During the current financial year 2023-24, the Company expects to resolve the debt situation with the Banks and grow the Company profitably with a combination of organically driven sales growth and operational efficiency. Brand-building efforts along with back-end productivity improvements related to workforce, third-party manufacturers and leveraging the network we created in the past will help achieve the profitable growth as defined 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, 2023 are as under:

Description	No. of Shareholders	No. of Shares
Aggregate number of shareholders and outstanding shares in the suspense account as on 1^st April, 2022	1	600
Aggregate number of shareholders who approached the Company for transfer from suspense account upto 31^st March, 2023
Number of shareholders to whom shares were transferred from suspense account upto 31^st March, 2023
Aggregate number of shareholders and outstanding shares in the suspense account as on 31^st March, 2023	1	600

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, 2023.

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

During the year under review, as per the directions of Honble National Company Law Tribunal ("NCLT"), Mumbai Bench, a meeting of Equity shareholders of the Company was held on 20^thApril, 2022 and a meeting of Secured and Unsecured Creditors of the Company was held on 21^st April, 2022 for seeking approval of Composite Scheme of Arrangement between the Company and other Transferor Companies with Future Enterprises Limited ("Transferee Company" or "FEL") and their respective Shareholders and Creditors inter-alia comprising of amalgamation of the Company along with other Transferor Companies with FEL ("Scheme"). Pursuant to the e-voting result of NCLT convened meeting the Scheme was approved by equity shareholders and unsecured creditors of the Company at their respective meetings. However, as per the e-voting result, the Scheme was not approved by Secured Creditors of the Company. As most of the secured creditors of various companies involved in the Scheme voted against the Scheme as per the e-voting result of their respective meetings, the subject Scheme was not implemented.

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 ("Scheme 1"), filed with the Honble NCLT during the financial year 2021-22, is pending for final order to be passed by Honble NCLT.

Further, the Scheme of Arrangement comprising of the merger of Integrated Food Park Limited ("Transferor Company" / "IFPL") with the Company ("Scheme 2"), was filed with the Honble NCLT during the financial year 2021-22. Thereafter, an application for withdrawal of Scheme 2 was filed with Honble NCLT Mumbai and Bengaluru Bench by the Company and IFPL respectively. The Honble NCLT Bengaluru Bench has accepted the application filed by IFPL and passed an order on 4^th January, 2023 approving withdrawal of Scheme 2. The Honble NCLT, Mumbai has also accepted the application filed by the Company and approved withdrawal of Scheme 2 vide order dated 6^thJanuary, 2023.

During the financial year 2022-23, the Scheme of Amalgamation pursuant to Section 230 to 232 and other applicable provisions of the Companies Act, 2013 for amalgamation between Bloom Foods and Beverages Private Limited ("BFBPL" or "Transferor Company No.1" ) and Nilgiris Franchise Limited ( "NFL" or "Transferor Company No.2") and Nilgiris Mechanised Bakery Private Limited ( "NMBPL" or "Transferor Company No.3") and Future Consumer Limited (FCL or Transferee Company) and their respective shareholders was also approved by the Board of respective companies. The Transferor and Transferee companies have filed the draft scheme with Honble NCLT, Mumbai Bench, which is pending 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 31^st March, 2023, 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
3. Appu Nutritions Private Limited		Subsidiary of NDFPL
Sr. No. Name of the company	Category
4. Aussee Oats India Limited	Subsidiary of FCL Trade vest
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 Trade vest
8 FCEL Overseas FZCO	Subsidiary
9. FCL Trade vest Private Limited ("FCL Trade vest")	Subsidiary
10. Future Food and Products Limited	Subsidiary of FCL Tradevest
11 Future Food Processing Limited	Subsidiary of FCL Tradevest
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 Limited	Subsidiary of ACKPL
15. Ideas Box Entertainment Limited	Subsidiary of ACKPL
16. Integrated Food Park Limited	Subsidiary of FCL Trade vest
17. Illusie Trading AG (formerly known as Mibelle Future Consumer Products A. G.)	Joint Venture (liquidated w.e.f 11.4.2022)
18. MNS Foods Limited	Subsidiary of FCL Trade vest
19. Nilgiris Franchise Limited	Subsidiary of NDFPL
20. Nilgiris Mechanised Bakery Private Limited	Subsidiary of NDFPL
21. Sublime Foods Limited ("Sublime")	Subsidiary of FCL Trade vest
22. The Nilgiri Dairy Farm Private Limited ("NDFPL")	Subsidiary
23. FCL Speciality Foods Private Limited	Subsidiary of Sublime

During year under review, ACKPL being a non core investment for the Company, the Board has approved to dispose-off the investment held by the Company in ACKPL. ACK Media Direct Limited, ceased to be subsidiary of Amar Chitra Katha Private Limited with effect from 1^st October,2022.

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, 2023, FCL Trade vest Private Limited, Bloom Foods and Beverages Private Limited, Aadhaar Wholesale Trading and Distribution Limited and Future Food and Products 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, 2023 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 INVESTMENTS MADE 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. 39 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 arms 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, 2023.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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. Further, 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 Company has received declaration from Mr. Birendra Kumar Agrawal confirming that he meets 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.

The Notice convening forthcoming AGM includes the proposal for appointment / re-appointment of the aforesaid Directors. A brief resume of the Director(s) seeking appointment / reappointment 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.

The Board, on the recommendation of the NRC Committee, had at their meeting held on 23^rd April, 2022, appointed Mr. Amit Kumar Agrawal as an Additional Director of the Company with effect from 25^th April, 2022. Further, the Board had at the said meeting, subject to approval of the Shareholders and such other consents and approvals that may be required, also approved appointment of Mr. Amit Kumar Agrawal as an Executive Director of the Company for a period of three years with effect from 25^thApril, 2022 and payment of remuneration to him as determined by the Board in accordance with the provisions of Companies Act, 2013 read with Schedule V and Rules framed thereunder. Subsequently, the approval of the Shareholders of the Company was obtained on 20^th July, 2022, by way of postal ballot, for appointment of Mr. Amit Kumar Agrawal as a Director ofthe Company, whose term shall be liable to retire by rotation and also as an Executive Director of the Company, for a period of three years with effect from 25^thApril, 2022. Further, approval of the Shareholders of the Company was obtained on 11^th November, 2022, by way of postal ballot, for payment of remuneration to Mr. Amit Kumar Agrawal during his term as an Executive Director of the Company.

The Board on the recommendation of the NRC Committee, had at their meeting held on 13^th February, 2023, appointed Mr. Rajnikant Sabnavis as an Additional Non-Executive Non-Independent Director of the Company with effect from 13^th February, 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 on 10^th May, 2023, by way of postal ballot, for appointment of Mr. Rajnikant Sabnavis as a Director of the Company (Non-Executive and Non-Independent), whose term shall be liable to retire by rotation.

As on 31^st March, 2023, 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,2023, 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. G. N. Bajpai

b) Ms. Neelam Chhiber

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Director(s) have confirmed that they are notaware 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, Ms. Ashni Biyani resigned as Managing Director of the Company with effect from 12^th May, 2022 and ceased to be Key Managerial Personnel of the Company. Further, Mr. Jude Linhares resigned as an Executive Director of the Company with effect from 15^th April, 2022.

During the year under review, Mr. Adhiraj Harish resigned as Independent Director of the Company with effect from 3^rd May, 2022 due to significant increase in his professional commitments and Mr. Harminder Sahni resigned as Independent Director of the Company with effect from 14^th September, 2022 due to his other professional and personal commitments. Further, Mr. Frederic De Mevius and Mr. Deepak Malik resigned as Directors of the Company with effect from 16^th June, 2022 and 21^st December, 2022 respectively.

Mr. Krishan Kant Rathi, Director of the Company was liable to retire by rotation at the 26^th AGM of the Company held on 29^thSeptember, 2022. The Company had received an intimation from Mr. Krishan Kant Rathi that he was unwilling to be re-appointed at the 26^th AGM by rotation due to his other personal / professional engagements. Accordingly, Mr. Krishan Kant Rathi was not reappointed by rotation at the AGM and the vacancy caused due to his retirement was not filled-up in terms of the resolution passed by the Shareholders at the said AGM.

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.

i) Mr. G. N. Bajpai resigned from the position of an Independent Director and Non-executive Chairman from Board of Directors of the Company from the close of the business hours of 2^nd June, 2023.

ii) Ms. Ashni Biyani resigned as a Non-Executive Director of the Company with effect from 5^th June, 2023.

MEETINGS OF THE BOARD OF DIRECTORS

During the financial year 2022-23, the Board of Directors met 8 (Eight) times on 23^rd April, 2022 (two meetings held on 23^rd April, 2022), 10^th May, 2022, and adjourned meeting thereof held on 12^th May, 2022, 27^th May, 2022, 27^th June, 2022, 12^th August, 2022, 10^th November, 2022 and 13^th February, 2023.

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, 2023, the composition of Audit Committee has been as under:

a. Mr. G. N. Bajpai

b. Mr. Amit Kumar Agrawal

c. Ms. Neelam Chhiber

During the year under review, the Audit Committee met 5 (five) times on 27^th May, 2022, 27^th June, 2022, 12^th August, 2022, 10^thNovember, 2022 and 13^th February, 2023.

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.

During the year under review, Mr. Amit Kumar Agrawal ceased to be Dy. Chief Financial Officer of the Company with effect from 25^th April, 2022, consequent to his appointment as an Executive Director of the Company.

The Board, on recommendation made by NRC Committee and approval granted by Audit Committee, had appointed Mr. Rajendra Bajaj as the Chief Financial Officer and also designated him as Key Managerial Personnel of the Company with effect from 12^th August, 2022. Accordingly, Mr. Rajendra Bajaj ceased to be Deputy Chief Financial Officer of the Company.

Further, the Board on recommendation made by NRC Committee, had appointed Mr. Samson Samuel as Chief Executive Officer of the Company with effect from 12^th May, 2022 and also designated him as Key Managerial Personnel.

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As on 31^st March, 2023, the composition of Corporate Social Responsibility Committee has been as under:

a. Ms. Ashni Biyani

b. Mr. Kishore Biyani

c. Ms. Neelam Chhiber

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, 2023, the composition of Risk Management Committee has been as under:

a. Ms. Neelam Chhiber

b. Ms. Ashni Biyani

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 2022-23. 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 Committees, effectiveness of Committee meetings, information shared and participation of members. In respect of evaluation for performance of the Board, the parameters inter alia comprised of key areas such as Board composition, competency of Directors, diversity, frequency of Board and Committee meetings, information sharing and disclosures made to the Board and its Committees. The responses received on evaluation of the Board and its Committees and that of the individual Directors were shared with the Chairman.

The overall performance evaluation process for functioning of Board and its Committees was based on discussions amongst the Board Members, Committee Members and responses shared by each Member. The Board and the Nomination and Remuneration/Compensation Committee reviewed and discussed the performance of individual directors, the performance of the Board, its Committees. Performance evaluation of independent directors was done by majority of the Board Members, excluding the independent director being evaluated.

The Board found that there was considerable value and richness in the discussions and deliberations and has agreed for possible continuous improvisation and effectiveness in functioning of the Board and Committees.

CORPORATE GOVERNANCE

A report on Corporate Governance together with Secretarial Auditors Certificate as required under Regulation 34 of SEBI Listing Regulations forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Regulation 34 of SEBI Listing Regulations is presented separately and forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report as required under Regulation 34 of the SEBI Listing Regulations is presented separately and forms part of this Annual Report.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism and Whistle Blower Policy to provide a framework for promoting responsible and secure whistle blowing and to provide a channel to the employee(s), Directors and other stakeholders to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or policy/ies 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, (Firms 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 Firms 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. M/s. Borkar and Muzumdar, Chartered Accountants, Statutory Auditors appointed by the Board shall hold office upto the date of the ensuing Annual General Meeting,

Further, based on the recommendation of the Audit Committee, the Board of Director have 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 ensuing Annual General Meeting ("AGM"), for a period of five years, to hold office from the conclusion of the ensuing 27^th AGM till the conclusion of the 32^nd AGM of the Company.

M/s. Borkar and Muzumdar, Chartered Accountants, have granted their consent for being appointed as Statutory Auditors of the Company and have also confirmed their eligibility in terms of the provisions of the Companies Act, 2013. The Notice convening forthcoming AGM includes the proposal for appointment of Statutory Auditors of the Company for approval of the Shareholders.

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, 2023 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. 50 and Note No. 51 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 2022-23 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 2022-23.

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 material subsidiaries of the Company viz. - Bloom Foods and Beverages Private Limited, Aadhaar Wholesale Trading and Distribution Limited, FCL Tradevest Private Limited and Future Food and Products Limited. The Secretarial Audit Report for aforesaid material unlisted subsidiaries is annexed to this Report as Annexure IV-A, IV-B, IV-C and IV-D and does not contain any qualification, reservation or adverse remark.

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, 2023 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. 10/2022 dated 28^th December, 2022 read with 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 5^th 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^thJanuary, 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 2022-23 will also be available on the Companys 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

DISCLOSURE OF AGREEMENTS IN TERMS OF REGULATION 30A OF SEBI LISTING REGULATIONS

In terms of provisions of Regulation 30A(2) of SEBI Listing Regulations, the details of number of agreements that subsist as on the date of notification of Clause 5A to para A of Part A of Schedule III (i.e with effect from 15^th July, 2023), their salient features are provided under Annexure VI which is annexed to this Report. The aforesaid details are also available on the website of the Company - https://futureconsumer.in/investors. aspx#announcements

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.

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 VII, 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 Companys 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 Companys 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% optimisation in electrical energy. Each facility implemented TPM, lean manufacturing to optimize the energy and achieved more than set target.

b. The overall energy optimized at India Food Park production in FY21-22 was 0.60 GJ/Ton of production which has surpassed in FY 22-23 with GJ/ ton of production of 0.52

c. Continued monitoring of compressor shutdown and idling of freezer rooms resulted in savings of 280 kwh/ day at F&V facility.

d. Rationalization in capacity utilization of freezer and movement of man and materials in the freezer room restricted temperature increase.

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

f. Effective utilization of steam from boiler by regular monitoring of briquette consumption to steam generation and water consumption to steam generation.

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

h. PNG is used as fuel for boiler operation and Oven operations by most of facilities at India Food Park.

i. 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.

j. 500KVA DG was used to run WTP plant which was over capacity hence shuffling of DG was done and smaller capacity of 125 KVA DG was out in WTP plant to ensure less emission and consumption of fuel.

k. Decline on per unit rate due to higher EB usage

l. CRS -condensate recovery system has been installed at F&V boiler and resulted in 10000 KL of water savings.

m. LPG is replaced by PNG at IFPL. All the units are using PNG as fuel for their utilities

(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 from 30% in FY 21-22 to 42% in FY 22-23.

(iii) the capital investment on energy conservation equipments:

There was no capital investment on energy conservation equipment for FY 2022-23 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 optimise 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.

• The Companys water stewardship policy encourages water conservation efforts while monitoring, measuring and reporting progress against key performance indicators and complying with the local regulations.

• The average water consumption is sustained from previous year and is averaging at 1.7 KL/ ton .

(B) Technology absorption

Total Productive Maintenance (TPM) - a holistic approach to implement TPM at our units kicked off 2 years ago and also in the Centre of Plate ("COP") units. Classroom and on the job trainings were imparted at Tumkur, Indore, Nimrani, Hyderabad. The Training methodology covers all the employees, skilled labours & contract labour. Training modules on TPM basics, 5S, KAIZEN, Autonomous maintenance (JH), OEE monitoring and 8 pillar approach are done by the TPM co-ordinator and then the local team takes over the cascade training. TPM methodology is implemented across Companys manufacturing facilities and initiated energy saving projects on energy. Resource efficiency initiatives have been done at IFPL and COP manufacturing facilities.

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 plantation, 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.

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

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo:

Nature of transaction	Amount ( In Lakhs)
Sitting Fees	1.50
Legal & Professional Fees	11.05
Purchases	35.11
Total	42.10

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 Honble 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 presently pending before NCLT.

7. The Company has not availed any fresh loan from the Banks or Financial Institutions during the financial year 2022-23 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 33.03 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.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the

Companies Act, 2013, with respect to Directors Responsibility

Statement it is hereby confirmed that:

a. in the preparation of the annual accounts for the financial year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the profit or loss of the Company for that period;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual accounts for the financial year ended 31^st March, 2023, on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors would like to thank and place on record their appreciation for the support and co-operation provided to your Company by its Shareholders, Future Group entities and in particular, regulatory authorities and its bankers. Your Directors would also like to place on record their appreciation for the efforts put in by employees of the Company during the year under review.

On behalf of the Board of Directors

Birendra Kumar Agrawal Chairman

Date: 14^th August, 2023

Form AOC-2

[Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014]

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arms length basis:

The Company has not entered into any contracts or arrangements or transactions with its related parties which are not on arms length basis during the financial year 2022-23.

2. Details of material contracts or arrangement or transactions at arms length basis:

Name of the Party	Nature of Relation	Nature of Contract	Duration	Salient Terms	Date Approved by Board	Amount ( In lakhs)
Aadhaar Wholesale Trading and Distribution Ltd	Subsidiary	Sales	On Going	As per purchase orders placed from time to time	2^nd February, 2022	1259.48
The Nilgiri Dairy Farm Private Limited	Subsidiary	Sales	On Going	As per purchase orders placed from time to time	2^nd February, 2022	1268.70

On behalf of the Board of Directors Of Future Consumer Limited

Date: May 30,2023

G.N. Bajpai Chairman

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ("CSR") ACTIVITIES

1. Brief outline on CSR policy of the Company

Future Consumer Limited ("FCL" or "Company") is committed towards developing sustainable business model and believes that creation of large societal capital is as important as wealth creation for our stakeholders. The Company has been actively contributing to the societal wealth creation, economic and environmental development of the community in which the Company operates irrespective of any regulatory compulsions as a realization of our above belief. The Company works towards protecting the environment, as well as continually improving and enhancing the quality of life of individuals and communities at large.

The Company has framed Corporate Social Responsibility Policy ("CSR Policy") as per the requirements prescribed under the Companies Act, 2013 read with Rules framed thereunder. The CSR Policy is available on the website of the Company.

2. The Composition of the CSR Committee as on 31^st March, 2023 is as under:

Sl. No. Name of Director	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1 Ms. Ashni Biyani	Chairperson	1	1
2 Mr. Kishore Biyani	Member	1	1
3 Ms. Neelam Chhiber$	Member	1	0

$ appointed as member with effect from 2^nd November, 2022

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the Company:

• The Composition of CSR as on 31^st March, 2023 is available on the website of the Company - https://futureconsumer.in/ investors.aspx#statutory-documents

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

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub rule (3) of rule 8, if applicable. - Not Applicable

5. (a) Average net profit of the Company as per sub-section (5) of section 135 : During the three immediately preceding financial years, the Company has incurred Average Net Loss of (20,272.20) Lakhs.

(b) Two percent of average net profit of the company as per sub-section (5) of section 135: Not Applicable in view of average net loss incurred during the three immediately preceding financial years.

(d) Amount required to be set-off for the financial year, if any : NIL

(e) Total CSR obligation for the financial year [(b)+(c)-(d)] : NIL

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project).- NIL

(b) Amount spent in Administrative Overheads. - NIL

(d) Total amount spent for the Financial Year [(a)+(b)+(c)] - Not applicable in view of average net loss incurred during the three immediately preceding financial years.

(e) CSR amount spent or unspent for the Financial Year:

Total Amount Spent for the Financial Year. (in )	Amount Unspent (in )
	Total Amount transferred to Unspent CSR Account as per subsection (6) of section 135.		Amount transferred to any fund specified under Schedule VII as per second proviso to sub-section (5) of section 135.
	Amount.	Date of transfer	Name of the Fund	Amount	Date of transfer
	Nil	-	-	Nil	-

(f) Excess amount for set-off, if any:

Sl. No. Particular	Amount (in )
(1) (2)	(3)
(i) Two percent of average net profit of the company as per sub-section (5) of section135
(ii) Total amount spent for the Financial Year
(iii) Excess amount spent for the Financial Year [(ii)-(i)]	NIL
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years, if any	NIL
(v) Amount available for set off in succeeding Financial Years [(iii)-(iv)]

7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:

1	2	3	4	5	6	7	8
Sl. No.	Preceding Financial Year(s)	Amount transferred to Unspent CSR Account under sub- section (6) of section 135 (in )	Balance Amount in Unspent CSR Account under sub- section (6) of section 135 (in)	Amount Spent in the Financial Year (in)	Amount transferred to a Fund as specified under Schedule VII as per second proviso to sub- section (5) of section 135,if any	Amount remaining to be spent in succeeding Financial Years (in)	Deficiency, if any
					Amount Date of (in) Transfer
1	FY-1	NIL
2	FY-2
3	FY-3

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

O Yes 0 No

If Yes, enter the number of Capital assets created/ acquired

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year: Not Applicable

Sl.

No.

Short particulars of the property or asset(s) [including complete address and location of the property]

Pin code of the property or asset(s)

Date of creation

Amount of CSR amount spent

Details of entity/ Authority/ beneficiary of the registered owner

(1)

(2)

(3)

(4)

(5)

(6)

CSR

Registration Number, if applicable

Name

Registered

address

(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per sub- section (5) of section 135.- Not Applicable

Samson Samuel Ashni Biyani

Chief Executive Officer Chairperson - CSR Committee

FORM NO. MR-3 SECRETARIAL AUDIT REPORT

For the financial year ended March 31, 2023

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule no. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

Future Consumer Limited

Mumbai

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by FUTURE CONSUMER LIMITED (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit of the Company, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2023 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; - (Not applicable to the Company during the Audit Period);

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity) Regulations, 2021;

e. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the Company during the Audit Period);

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the Audit Period); and

i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015.

I have also examined compliance with the applicable clauses of Secretarial Standards with regards to Meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

During the period under review, the Company has complied with the applicable provisions of the Act, Rules, Regulations and Guidelines, as mentioned above except in respect of the following.

The Company has prepared consolidated financial statement for the year ended 31^st March 2022 without consolidating financials of Aussee Oats Milling Private Limited (joint venture) and Aussee Oats India Limited (step down subsidiary) , which is a non compliance of Ind AS 27 and Section 133 of the Companies Act 2013.

The Company has prepared consolidated financial results for all the quarters during the financial Year ended 31.03.2022 without consolidating financials results of Aussee Oats Milling Private Limited (joint venture) and Aussee Oats India Limited (step down subsidiary), which is a non-compliance Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Management Response:

There is a dispute between the Company and said JV partners and due to non-availability of financial results for the quarter and year ended 31^st March, 2022 as a consequence of non-cooperation of the said JV partners which is in direct contravention of court rulings.

The carrying value of the exposure (including investments, loans and other assets) in standalone and consolidated financial results/statements in the aforesaid joint ventures is Rs. 9,312 lakhs and Rs. 6,650 Lakhs respectively. The Company has made appropriate disclosure in the financial statements (standalone and consolidated) for the financial year ended 31^st March,2022.

I further report and confirm that the Company has maintained Structured Digital Database in compliance with the Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for the year ended 31.03.2023.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors / Committees of Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Based on the representation given by the Management of the Company and as verified by me, it is observed that there are no such laws which are specifically applicable to the industry in which the Company operates.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance or at a shorter notice in compliance with the provisions of the Act and the Secretarial Standards with regards to Meeting of Board of Directors ("SS-1"), and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decisions of the Board are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

This Report is to be read with our letter of even date which is annexed as Annexure I and forms an integral part of this Report.

For SANJAY DHOLAKIA & ASSOCIATES

(SANJAY DHOLAKIA)

Practicing Company secretary

Proprietor

Membership No. 2655 C P No.: 1798

Place: Mumbai Date: 30^th May, 2023 UDIN:F002655E000419115 Peer Reviewed Firm No. 2036/2022

ANNEXURE I TO SECRETARIAL AUDIT REPORT

To,

The Members

Future Consumer Limited

Mumbai

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that the correct facts are reflected in secretarial records. We believe that the practices and processes we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Account of the Company.

4. Wherever required, we have obtained management representation about the compliance of laws, rules, regulations, norms and standards and happening of events.

5. The compliance of the provisions of the Corporate and other applicable laws, rules, regulations and norms is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

6. Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For SANJAY DHOLAKIA & ASSOCIATES

(SANJAY DHOLAKIA)

Practicing Company secretary

Proprietor

Membership No. 2655 C P No.: 1798

Place: Mumbai Date: 30^th May, 2023 UDIN:F002655E000419115 Peer Reviewed Firm No. 2036/2022

FORM NO. MR - 3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2023

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Bloom Foods and Beverages Private Limited

Knowledge House, Shyam Nagar,

Off. JVLR, Jogeshwari (East),

Mumbai - 400 060

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Bloom Foods and Beverages Private Limited (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31^st March, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2023 according to the provisions of:

(i) The Companies Act, 2013 (the "Act") and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ("SCRA") and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not Applicable to the Company during the Audit period)

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards [Meeting of Board of Directors (SS-1) and General Meetings (SS-2)] issued by The Institute of Company Secretaries of India.

During the period under review the Company has complied with the applicable provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that

The Board of Directors of the Company is duly constituted with Non-Executive Directors. There was no change in the composition of the Board of Directors during the period under review.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions were carried through with majority and there were no dissenting views from the Board members.

I further report that during the audit period, specific events / actions having a major bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards are as under:

• During the financial year 2022-23, pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, a Scheme of Amalgamation between the Company ("Transferor Company No. 1" ) and Nilgiris Franchise Limited ( "NFL" or "Transferor Company No. 2") and Nilgiris Mechanised Bakery Private Limited ("NMBPL" or "Transferor Company No. 3") and Future Consumer Limited ("FCL" or "Transferee Company") and their respective shareholders was approved by the Board of the respective companies. The Transferor and Transferee companies are in the process of filing the draft scheme with Honble NCLT, Mumbai Bench for approval.

This report is to be read with my letter of even date which is annexed as Annexure and forms an integral part of this report.

Bhumika Desai Company Secretary

ACS No.: 35550

Place : Mumbai C P No.: 22202

Date : 22^nd May, 2023 UDIN : A035550E000351107

Peer Review Certificate no. 3419/2023

Annexure

To,

The Members,

Bloom Foods and Beverages Private Limited

Knowledge House, Shyam Nagar,

Off. JVLR, Jogeshwari (East),

Mumbai - 400 060

My report of even date is to be read along with this letter:

1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test-check basis to ensure that the correct facts are reflected in secretarial records. I believe that the practices and processes I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Wherever required, I obtained management representation about the compliance of laws, rules, regulations, norms and standards and happening of events.

5. The compliance of the provisions of the corporate and other applicable laws, rules, regulations and norms is the responsibility of management. My examination was limited to the verification of procedure on test-check basis.

6. The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Bhumika Desai Company Secretary

ACS No.: 35550 C P No.: 22202

Place : Mumbai UDIN : A035550E000351107

Date : 22^nd May, 2023 Peer Review Certificate no. 3419/2023

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014]

To,

The Members,

Aadhaar Wholesale Trading and Distribution Limited

Mumbai

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Aadhaar Wholesale Trading and Distribution Limited (hereinafter called "the Company"). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2023 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder

We have also examined compliance with the applicable clauses of the following:

I. Secretarial Standards with regard to Meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India;

During the period under review, the Company has complied with the applicable provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

We further report that:

• The Board of Directors of the Company is duly constituted with Non-Executive Directors;

• Based on the representation given by the Management of the Company and as verified by us, it is observed that there are no such laws which are specifically applicable to the industry in which the Company operates;

• Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance except where the Board Meetings have been called at a shorter notice in compliance with the provisions of the Act and Secretarial Standards, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting;

• Majority decisions are carried through while dissenting members views, if any, are captured and recorded as part of the minutes. However during the Audit period there were no cases of dissenting opinions expressed by Directors.

• We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

This Report is to be read with our letter of even date which is annexed as Annexure - 1 and forms an integral part of this Report.

For Harsh Hiren Shah & Associates Company Secretaries

Date : 23^rd May, 2023

Place : Mumbai

UDIN : A045112E000356819

Harsh Hiren Shah Proprietor

Membership No. A45112 / CP No. 22408 P. R. Certificate No.: 2265/2022

ANNEXURE- 1

To,

The Members,

Aadhaar Wholesale Trading and Distribution Limited

Mumbai

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that the correct facts are reflected in secretarial records. We believe that the practices and processes, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Account of the Company.

4. Wherever required, we obtained management representation about the compliance of laws, rules, regulations, norms and standards and happening of events.

5. The compliance of the provisions of the corporate and other applicable laws, rules, regulations and norms is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

For Harsh Hiren Shah & Associates Company Secretaries

Date : 23^rd May, 2023

Place : Mumbai

UDIN : A045112E000356819

Harsh Hiren Shah Proprietor

Membership No. A45112 / CP No. 22408 P. R. Certificate No.: 2265/2022

FORM NO. MR - 3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2023

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

FCL Tradevest Private Limited

5^th Floor, Sobo Central Mall,

Pt Madan Mohan Malviya Marg,

Cross Road Haji Ali,

Tardeo, Mumbai - 400034

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by FCL Tradevest Private Limited (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.