Future Consumer Ltd Auditor Reports

To the Members of Future Consumer Limited

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

1.We have audited the accompanying standalone financial statements of Future Consumer Limited ("the Company"), which comprise the Balance sheet as at March 31, 2024, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information.

2.In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion section of our report, the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its loss including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Qualified Opinion

3.As described in Note 49 to the standalone financial statements, due to non-availability of financial information and ongoing dispute with the Joint Venture partner, the Company is unable to determine the fair valueof Companys investments in Aussee Oats Milling Private Limited (joint venture) and Aussee Oats IndiaPrivate Limited (step down joint venture) as at March 31, 2024. In absence of sufficient and appropriate evidence, we are unable to comment on the carrying value of above investments (including investments, loans and other assets) amounting to Rs. 9,564.13 lakhs and the consequent impact thereof.

4.We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the standalone financial statements.

Material Uncertainty Related to Going Concern

5.We refer to Note 47 to the standalone financial statements, the Company has incurred a loss before tax of Rs. 19,077.66 lakhs (including exceptional items) for the year ended March 31, 2024 and has a net capital deficiency of Rs. 29,542.87 lakhs as at March 31, 2024. The Company has also suffered consistent downgrades in its credit ratings, significantly impairing its ability to raise funds and substantially curtailing normal business operations. Furthermore, the Company has defaulted on repayment of loan and interest thereon to banks and consequently the lenders have classified the Companys account as non-performing assets (NPA).

Additionally, the Company received a notice on April 26, 2024, from Catalyst Trusteeship Limited regarding outstanding 11.07% Non-Convertible Debentures amounting to Rs. 21,683.3 lakhs as of March 31, 2024, demanding repayment within 15 days from the date of the notice. Further, RBL Bank Limited ("RBL Bank") has taken physical possession of land and buildings situated at Veerasandra Village in the district of Bangalore, measuring 44,116 Sq. Ft. ("Secured Assets"), owned by Appu Nutritions Private Limited (a wholly-owned subsidiary) against term loan obligation of the Company. These events/conditions, along with other matters, set forth in said note, indicate the existence of a material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern. As explained in aforesaid note, management is of the view that the appropriateness of going concern assumption is dependent upon Companys ability to arrange sufficient liquidity by monetization of its assets and other strategic initiatives, including fresh investment, to meet its obligations.

Our opinion is not modified with respect to this matter.

Emphasis of Matter

6.We draw attention to Note 48 to the standalone financial statements, which more fully describes that forensic audits have been initiated on the Company, by SEBI and by lenders, which are currently in progress.

7.We draw attention to Note 47 to the standalone financial statements towards outstanding debt obligation including interest of Rs. 1,808.81 lakhs which is secured against immovable property comprising of land and building situated at Veerasandra Village in the district of Bangalore admeasuring 44116 Sq. Fts. ("Secured Assets") owned by Appu Nutritions Private Limited (wholly owned subsidiary) payable to the RBL Bank Limited ("RBL Bank"). As on January 23, 2024, the RBL Bank has taken physical possession of the secured assets u/s 13(4) of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 read with the Security Interest (Enforcement) Rules, 2002 framed thereunder. Further, RBL Bank informed the Company on April 23, 2024 about publication of E-Auction sale notice in few newspapers for sale of the said Mortgaged Property on May 30, 2024.

8.We draw attention to Note 40(b) to standalone financial statements towards the Scheme of Amalgamation between Future Food and Products Limited and Future Food Processing Limited and the Future Consumer Limited ("The Company") and their respective shareholders under section 230 to 232 and other applicable provisions of the Companies Act, 2013 (hereinafter "the Scheme") was filed in the year 2021. NCLT has approved the said scheme of merger vide order C.A.(CAA)/234/MB-V/2021 dated November 22, 2023 having effective date as November 30, 2023 and appointed date as April 01, 2021. The accounting treatment for the said transaction have been taken in Book of Accounts effective from appointed date. Accordingly, figures of the Companys standalone financial statements for the previous year i.e. March 31, 2023, restated in accordance with the Scheme of Amalgamation between Future Food and Products Limited, Future Food Processing Limited, and Future Consumer Limited (the Company)."

9.We draw attention to Note 47 to standalone financial statements towards the Company has outstanding 11.07% Non-Convertible Debentures of Rs. 21,683.32 (Including principle of Rs 15,882.35 lakhs and interest accrued of Rs. 5,800.97 lakhs) as at March 31, 2024 to British International Investment Plc ("BII") through Catalyst Trusteeship Limited (debenture trustee or CTL) which is secured against fixed assets of its subsidiary. On April 26, 2024, the CTL has issued notice to the Company and Integrated Food Park Limited (Wholly Owned Subsidiary or IFPL) to repay the outstanding amount within 15 days from the date of notice, failure of which shall lead to initiation of mortgaged immovable properties situated at Tumkur, Karnataka, owned by IFPL.

Our opinion is not modified in respect of the above matters.

Key Audit Matters

10. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended March 31, 2024. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Basis for Qualified Opinion section and in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our report. For each matter below, our description of how our audit addressed the matter is provided in that context.

11.We have fulfilled the responsibilities described in the Auditors responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks ofmaterial misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.

Key audit matters	How to audit addressed the key audit matter
Impairment of Investment (As described in Note 5, 41 and 42 of the standalone financial statements)
During the year, impairment indicators were identified by the management on certain investments wherein net worth of the investee company is negative or the carrying value of the investments is higher than the Companys share in net worth. As a result, an impairment assessment was required to be performed by the Company by comparing the carrying value of these investments to their recoverable amount to determine whether an impairment loss was required to be recognised.	Our audit procedures included and were not limited to the following: • We obtained an understanding, evaluated the design and tested the operating effectiveness of controls that the Company has in relation to impairment assessment processes;
For the purpose of the above impairment assessment, recoverable value has been determined on the basis of the open offer available in market for the investment which submitted to banks for monetising or net asset method by using revenue multiple of comparable companies to future sales, as appropriate to the respective investment. Furthermore, the recoverable value is highly sensitive to changes in some of the inputs used for forecasting the future cash flows/enterprise value.	We assessed the Companys valuation methodology applied in determining the recoverable amount. In making this assessment, we evaluated the competence and objectivity of Companys internal and external specialists involved in the process
The determination of the recoverable amount of the investments involved judgment due to inherent uncertainty in the assumptions supporting the recoverable amount of these investments	•We assessed the projections submitted to banks for recoverable value of its investments
Accordingly, the impairment of investments was determined to be a key audit matter in our audit of the standalone financial statements.	•We discussed potential changes in key drivers as compared to previous year / actual performance with management to evaluate the inputs and assumptions used in the cash flow forecasts;
	• Compared the amounts quoted by potential buyer/investor for assets / business and compared the proposed values with the estimated sales values considered by the Company
	Obtained management assessment and evaluated assumptions considered for investments classified as asset held for sale.
	• We assessed the adequacy of disclosures made in the standalone financial statements as per Ind AS 36 and Ind AS 105
Carrying Value of Trade and Other Receivables (as described in Note 7 and Note 11 of the standalone financial statements)	Our audit procedures included and were not limited to the following:
As at March 31, 2024, Trade and Other Receivables (net of expected credit loss) constitutes approximately 0.41% of total assets of the Company. The Company is required to regularly assess the recoverability of its Trade and Other receivables.	• We obtained an understanding, evaluated the design, and tested the operating effectiveness of the controls that the Company has for review of credit loss allowance process;
Recoverability of Trade and Other receivables was significant to our audit due to the value of amounts which also represents significant portion of the Companys working capital.	• We evaluated the Managements assessment of the financial circumstances and ability to pay of relevant entities with receivable balances. These considerations include whether there are regular receipts from the customers, past collection history as well as an assessment of the customers credit ability to make payments;
Further, on July 20, 2022, the Honble National Company Law Tribunal, Mumbai bench ("NCLT") has ordered commencement of the corporate insolvency resolution process of Future Retail Limited, one of the major customer of the Company (Corporate Debtor) in terms of the provisions of Insolvency and Bankruptcy Code, 2016 (the Code). In light of the same, the Company has recorded an expected credit loss of Rs. 37,803.97 lakhs in earlier years on the entirety of the amount receivable from the said customer. Creation of expected credit loss involves judgement as the expected credit losses must reflect information about past events, current conditions and forecasts of future conditions, as well as the time value of money.	• We tested the aging of trade and other receivables and receipts subsequent to the year-end;
Accordingly, the recoverability of Trade and Other Receivables is a key audit matter in our audit of the standalone financial statements.	• We assessed the legal process followed by the Company for recover of the said receivables.
	• We assessed the adequacy of Companys disclosures in relation to Trade and Other receivables included in the standalone financial statements as per Ind AS 109.

Other Information

12.The Companys Board of Directors is responsible for the other information. The other information comprises the Directors Report and its annexure, Business Responsibility and Sustainability report and Management Discussion and Analysis Report, but does not include the standalone financial statements and our auditors report thereon.

13.Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

14.In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Management for the Standalone Financial

Statements

15.The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

16.In preparing the standalone financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial

Statements

17.Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of thesestandalone financial statements.

18.As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

•Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

•Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

•Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

19. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

20. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

21. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31, 2024 and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

22. The comparative Ind AS standalone financial statements of the Group, its associates and joint ventures for the corresponding quarter and year ended March 31, 2023, were audited by predecessor auditor i.e. S R B C & CO LLP, Chartered Accountants who expressed qualified opinion on those consolidated financial statement on May 30, 2023.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of subsection (11) of section 143 of the Act, we give in the "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

(a)We have sought and except for the matter described in the Basis for Qualified Opinion paragraph, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b)Except for the matter described in the Basis for Qualified Opinion paragraph, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c)The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d)Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) 2015, as amended;

(e)The going concern matter described in Material Uncertainty Related to Going Concern paragraph above, the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

(f)On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act;

(g)The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph and paragraph (b) above;

(h)With respect to the adequacy of the internal financial controls with reference to standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report;

(i)In our opinion, the managerial remuneration for the year ended March 31, 2024 has been paid/ provided by the Company to its directors in accordance with the provisions of section 197 readwith Schedule V to the Act.

(j)With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i.The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 36 to the standalone financial statements;

ii.The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii.There are no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv.a) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the note 50 (v) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed fundsor share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b)The management has represented that, to the best of its knowledge and belief, other than as disclosed in the note 50 (vi) to the standalone financial statements, no funds have beenreceived by the Company from any person or entity, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c)Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

v.No dividend has been declared or paid during the year by the Company.

vi.Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with. As proviso to Rule 3(1) of the Companies (Accounts) Rule 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditor) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

ANNEXURE 1 TO THE INDEPENDENT AUDITORS REPORT

ANNEXURE 1 TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF THE FUTURE CONSUMER LIMITED.

(Referred to in paragraph 1, under ‘Report on Other Legal and Regulatory Requirements section of our Report of even date)

(i)(a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

(B) The Company has maintained proper records showing full particulars of the intangible assets.

(b)Property, Plant and Equipment were physically verified by the management during the year in accordance with a planned programme of verifying them once in three years which is reasonable having regard to the size of the Company and the nature of its assets.

(c)The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favor of the lessee} are held in the name of the Company.

(d)The Company has not revalued its Property, Plant and Equipment (including Right of use assets) or intangible assets during the year ended March 31, 2024.

(e)There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

(ii)(a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification by the management is reasonable and the coverage and procedure for such verification is appropriate. Discrepancies of 10% or more in aggregate for each class of inventory were not noticed on such physical verification.

(b)The working capital limits sanctioned to the company was in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. However, due to the default in repayment those have already been classified as NPA. The company has not filled quarterly returns or statements with such banks or financial institutions during the year.

(iii) (a) During the year the Company has provided loan to others which are as follows:

Particulars	Loans (Rs in lakhs)
To Others
Aggregate amount granted/ provided during the year	5.00
Balance outstanding as at balance sheet date	26.30

(b)During the year the Company has not made investments, provided guarantees, provided security and granted loans and advances in the nature of loans to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(b) of the Order is not applicable to the Company.

(c)The Company has granted loan and advances in nature of loans during the year to employees where the schedule of repayment of principal has been stipulated and repayments or receipts are regular. Further, principal amount on loans given to companies in earlier years and which has fallen due during the year have been extended for a period of one year (Refer clause (iii)(e) below). Interest on loans given to subsidiaries (FCL Tradevest Private Limited, Integrated Food Park Limited, Aadhaar Wholesale Trading and Distribution Limited, The Niligiri Dairy Farm Private Limited and Bloom Food and Beverages Private Limited) for the period from April 01, 2023 to March 31, 2024 has been waived by the Company.

(d)There are no amounts of loans granted to companies, firms, limited liability partnerships or any other parties which are overdue for more than ninety days.

(e) The loan or advance in the nature of loan granted which has fallen due during the year amounting to Rs. 25,741.74 Lakhs has been extended for the period of 1 year. The company has converted loan and advances in the nature of loans granted into Optionally convertible debenture (OCD) amounting to Rs.7,47.40 Lakh which has fall due during the year to settle the over dues of existing loans given to the same parties amounting.

Name of the parties	Aggregate amount of loans or advances in the nature of loan granted during the year.	Aggregate amount of overdues of existing loans renewed or extended	Percentage of the aggregate to the total loans or advances in the nature of loans granted during the year
Integreted Food Park Limited	15138.61	15138.61	100%
Aadhaar Wholesale Trading and	8789.16	8789.16	100%
Distribution limited
Bloom Foods and Beverages Pvt Ltd	396.68	396.68	100%
The Nilgiri Dairy Farm Pvt Limited	1341.59	1341.59	100%
FCL Tradevest Private Limited	75.70	75.70	100%

(Rs in Lakhs)

Name of the parties	Aggregate amount of loans or advances in the nature of loan due during the year.	Aggregate amount of overdues of settled by Optionally convertible Debenture (ODC)	Percentage of the aggregate to the total loans or advances in the nature of loans granted during the year
MNS Foods Limited	747.2	747.2	100%

* Existing loans renewed/extended during the year are considered as loans granted during the year.

(Rs in Lakhs)

(f)The Company has not granted any loans or advances in the nature of loans, either repayable on demand or without specifying any terms or period of repayment to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(f} of the Order is not applicable to the Company.

(iv)There are no loans, investments, guarantees and security in respect of which provisions of section 185 of the Companies Act, 2013 are applicable and hence its compliance is not commented upon. The Company has made investments and given loans, which is in compliance to the provisions of Section 186 of the Companies Act, 2013.

(v)The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of sections 73 to 76 of the Act and the rules made thereunder, to the extent applicable. Accordingly, the requirement to report on clause 3(v) of the Order is not applicable to the Company.

(vi)The Central Government has not specified the maintenance of cost records under Section 148(1) of the Companies Act, 2013, for the products/ services of the Company.

(vii)(a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including goods and services tax, provident fund, employees state insurance, income-tax, duty of customs, cess and other statutory dues applicable to it. According to the information and explanations given to us and based on audit procedures performed by us, no undisputed amounts payable in respect of these statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(b)According to the records of the Company, the dues of income-tax, sales-tax, goods and services tax, service tax, duty of custom, duty of excise, value added tax and cess which have not been deposited on March 31, 2024 on account of any dispute, are as follows:

(Rs. in lakhs)

Name of the Statue	Nature of Dues	Amount (Rs in Lakhs) net of Deposits	Financial Year to which the amount relates	Forum where the dispute is Pending
Uttar Pradesh Value Added Tax Rules, 2008	Sales Tax	9.94	2015-16	Commercial Tax Tribunal, Lucknow
Gujarat VAT	Sales Tax	65.22	2016-17	Deputy Commissioner of Sales Tax (Appeals)
Harayana Goods and Service Tax Act 2017/ Central Goods and Service Tax Act, 2017	Goods & Service Tax	357.79	2017-18	First Appellate Authority
Central Goods and Services Tax Act, 2017	Goods & Service Tax	163.53	2018-19	Office Of The Commissioner of Central Tax, GST Commissionerate
Central Goods and Services Tax Act, 2017	Goods & Service Tax	2.72	2017-18	Office Of The Commissioner of Central Tax, GST Commissionerate
Central Goods and Services Tax Act, 2017	Goods & Service Tax	1534.53	2018-19	Office Of The Commissioner of Central Tax, GST Commissionerate
Central Goods and Services Tax Act, 2017	Goods & Service Tax	49.05	2018-19	Office Of The Commissioner of Central Tax, GST Commissionerate
Central Goods and Services Tax Act, 2017	Goods & Service Tax	45.89	2018-19	Office Of The Commissioner of Central Tax, GST Commissionerate
Central Goods and Services Tax Act, 2017	Goods & Service Tax	8159.13	2018-19	Office Of The Commissioner of Central Tax, GST Commissionerate
Central Goods and Services Tax Act, 2017	Goods & Service Tax	121644.37	2017-18	Office Of The Commissioner of Central Tax, GST Commissionerate
Central Goods and Services Tax Act, 2017	Goods & Service Tax	855.28	2018-19	Office Of The Commissioner of Central Tax, GST Commissionerate
Central Goods and Services Tax Act, 2017	Goods & Service Tax	119.60	2021-22	Office Of The Commissioner of Central Tax, GST Commissionerate
Central Goods and Services Tax Act, 2017	Goods & Service Tax	55.79	2022-23	Office Of The Commissioner of Central Tax, GST Commissionerate

(viii)The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

(ix)(a) The Company has defaulted in repayment of dues to a debenture holder and banks during the year as stated below:

(Rs. in lakhs)

Nature of borrowing, including debt securities	Name of lender	Amount not paid on due date	Whether principal or interest	No. of days delay or unpaid
Debentures	CDC Emerging Markets Limited	21,683.32	Both	746
Term Loans, Working Capital Demand Loan, Funded Interest Term Loan	RBL Bank	6,652.96	Both	700
Working Capital Term Loan, Funded Interest Term Loan	Union Bank of India	957.47	Both	700
Working Capital Term Loan, Funded Interest Term Loan	Bank of India	498.73	Both	700
Working Capital Term Loan, Funded Interest Term Loan	Bank of Baroda	468.46	Both	700
Working Capital Demand Loan, Cash Credit	State Bank of India	11,602.66	Both	700
Working Capital Demand Loan, Funded Interest Term Loan	Rabo Bank	4,610.07	Both	700
Cash Credit, Funded-Interest Term Loan	HDFC Bank	2,199.44	Both	700
Cash Credit, Funded-Interest Term Loan	Kotak Mahindra Bank	688.01	Both	700

(b)The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

(c)According to the information and explanations given to us by the management, the Company has not obtained any term loans during the year. Accordingly, clause 3(ix)(c) of the Order is not applicable.

(d)On an overall examination of the standalone financial statements of the Company, no funds raised on shortterm basis have been used for long-term purposes by the Company.

(e)On an overall examination of the standalone financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries and joint ventures.

(f)The Company has not raised loans during the year on the pledge of securities held in its subsidiaries and joint ventures. Hence, the requirement to report on clause (ix)(f) of the Order is not applicable to the Company.

(x)(a) The Company has not raised any money during the year by way of initial public offer / further public offer (including debt instruments) hence, the requirement to report on clause 3(x)

(a)of the Order is not applicable to the Company.

(b)The Company has not made any preferential allotment or private placement of shares /fully or partially or optionally convertible debentures during the year under audit and hence, the requirement to report on clause 3(x)(b) of the order is not applicable to the Company.

(xi)(a) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the standalone financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no material fraud on the Company has been noticed or reported during the year.

(b)During the year, no report under sub-section (12) of section 143 of the Act has been filed by cost auditor/ secretarial auditor or by us in Form ADT - 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c)As represented to us by the management, there are no whistle blower complaints received by the Company during the year.

(xii) The Company is not a Nidhi Company as per the provisions of the Act. Therefore, the requirement to report on clause 3(xii)(a), (b) and (c) of the Order is not applicable to the Company.

(xiii) Transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) (a) The Company has an Internal audit system commensurate with the size and nature of its business.

(b) The internal audit reports of the Company issued till the date of the audit report, for the period under audit have been considered by us

(xv) The Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence requirement to report on clause 3(xv) of the Order is not applicable to the Company.

(xvi) (a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company. Accordingly, the requirement to report on clause (xvi)(a) of the Order is not applicable to the Company.

(b) The Company is not engaged in any Non-Banking Financial or Housing Finance activities. Accordingly, the requirement to report on clause (xvi)(b) of the Order is not applicable to the Company.

(c)The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi) of the Order is not applicable to the Company.

(d)There is no Core Investment Company as a part of the Group, hence, the requirement to report on clause 3(xvi)(d) of the Order is not applicable to the Company.

(xvii)The Company has incurred cash losses amounting to Rs. 5,820.59 lakhs in the current year and amounting to Rs. 7,264.76 lakhs in the immediately preceding financial year.

(xviii)During the year, the previous auditor, SRBC & Co LLP, has resigned. The reasons for the resignation have been duly considered and documented.

(xix)As referred to in Material uncertainty related to Going concern paragraph in our main audit report and as disclosed in Note 47 to the standalone financial statements, and considering the financial ratios and ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, there exists a material uncertainty that the Company may not be capable of meeting its liabilities, existing at the date of balance sheet, as and when they fall due within a period of one year from the balance sheet date.

We, further state that this is not an assurance as to the future viability of the Company and our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) (a) In respect of other than ongoing projects, there are no unspent amounts that are required to be transferred to a fund specified in Schedule VII of the Companies Act (the Act), in compliance with second proviso to sub section (5) of section 135 of the Act. This matter has been disclosed in Note 47 to the standalone financial statements.

(b) There are no unspent amounts in respect of ongoing projects, that are required to be transferred to a special account in compliance of provision of sub section (6) of section 135 of Companies Act. This matter has been disclosed in Note 47 to the standalone financial statements

ANNEXURE 2 TO THE INDEPENDENT AUDITORS REPORT

ANNEXURE 2 TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF FUTURE CONSUMER LIMITED

Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls with reference to standalone financial statements of Future Consumer Limited ("the Company") as of March 31, 2024 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act. 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to these standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, as specified under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by ICAI. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to these standalone financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to these standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls with reference to these standalone financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement. including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to these standalone financial statements.

Meaning of Internal Financial Controls with Reference to these Standalone Financial Statements

A companys internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Standalone Financial Statements

Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at March 31, 2024, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For Borkar & Muzumdar

Chartered Accountants

Firm Registration Number: 101569W

Deepak Kumar Jain

Partner

Membership No.:154390

UDIN: 24154390BKAVVI7957

Place: Mumbai

Date: May 23,2024