Future Market Networks Ltd Directors Report

To the Members of Future Market Networks Limited

The Directors are pleased to present herewith 18th (Eighteenth) Annual Report of Future Market Networks Limited ("FMNL" or "the Company") along with the Audited Financial Statements for the Financial Year ended March 31, 2026.

FINANCIAL HIGHLIGHTS

a) Standalone

(INR In Lakhs)

Particulars	Year Ended March 31, 2026	Year Ended March 31, 2025
Revenue from Operations	8770.22	9103.55
Other Income	1099.57	585.23
Total Income	9869.79	9688.78
Operating Cost	2017.23	2002.78
Change in inventories of finished goods – stock in trade	-	146.68
Personnel Cost	837.84	798.87
Other Expenses	1497.55	2108.49
Total Expenditure	4352.62	5056.82
Profit before Interest, Depreciation and Tax	5517.17	4631.96
Less: Interest (Finance Cost)	1658.00	1118.30
Less: Depreciation	3100.72	1226.03
Profit/(Loss) before exceptional item and tax	758.45	2287.63
Less: Exceptional Item	-	(5706.23)
Profit/(Loss) before tax	758.45	7993.86
Less: Current, Deferred Tax/Earlier Years Provision Written back	(77.54)	1244.01
Profit (Loss) after Taxation	835.99	6749.85

b) Consolidated

(INR In Lakhs)

Particulars	Year Ended March 31, 2026	Year Ended March 31, 2025
Revenue from Operations	9853.60	10100.30
Other Income	1215.42	667.66
Total Revenue	11069.02	10767.96
Operating Cost	2166.17	2090.75
Change in inventories of finished goods – stock in trade	-	146.68
Personnel Cost	1040.06	1152.33
Other Expenses	2231.51	2775.56
Total Expenditure	5437.74	6165.32
Profit before Interest, Depreciation and Tax	5631.28	4602.64
Less: Interest	1792.78	1234.36
Less: Depreciation	3259.07	1384.03
Add: Share of net profit of associates and joint ventures accounted by using equity method	111.85	111.00
Less: Exceptional Items	-	(5706.23)
Profit before tax from Continuing Operations	691.28	7801.48
Less: Provision for taxation/Earlier Years Provision Written back	6.97	7.43
Less: Deferred Tax	(79.21)	1334.45
Profit/(Loss) after Taxation from continuing operation	763.52	6459.61
Profit/(Loss) from discontinued operation	-	-
Profit/ (Loss) for the year	763.52	6459.61

Dividend

Your directors have not recommended any dividend for the Financial Year 2025-2026.

Dividend Distribution Policy

Since the Company has not declared any dividend till date, the Company has not formulated and adopted a ‘Dividend Distribution Policy in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations).

Reserves

During the year under review, there was no transfer to reserves.

Disclosures under section 134(3)(l) of the Act

The Company received a demand notice for INR 18,448.96 lakhs from Yes Bank Limited (lender) dated April 19, 2022, which is primarily demanded from Basuti Sales & Trading Private Limited (borrower) seeking repayment of the outstanding dues within 60 days from the receipt of the notice. The Company has pledged 3,830 equity shares of Riddhi Siddhi Mall Management Private Limited and secondary charge on immovable property of Big Bazaar (Ground + 1) situated at Raipur- Hirpur, Ahmedabad. The fair value of the immovable property as at March 31, 2023, was INR 6,267.00 lakhs. The Company has submitted its reply to the lender stating that the responsibility towards the outstanding debt claimed in the notice would be restricted only to the residual value of the mortgaged property vide its letters dated June 03, 2022, and August 30, 2022. The Bank had issued a notice under section 13(4) under the SARFAESI Act on November 10, 2022 for the 10 acre mall property of the company situated at Ahmedabad, Gujarat and therefore, the Company has filed a securitisation Application i.e. Future Market Networks Limited [FMNL] Versus Authorised Officer of Yes Bank Limited & Anr (S. A. (Lodging No.) 1 of 2022 before the Honble Debts Recovery Tribunal-I, at Ahmedabad).

Yes Bank now substituted to JC Flower as Yes Bank has assigned all its debt to JC Flower. JC Flower had filed an application u/s 14 of the SARFAESI Act and got an order for physical possession from the Chief Metropolitan Magistrate, Ahmedabad for taking physical possession of the 10 Acre Mall situated in Ahmedabad. Thereafter, an application for amendment was filed on behalf of the Company in the said Securitization Application and thereafter it was listed for arguments on stay of Physical possession. Accordingly, the JC Flower has now withdrawn their notice for taking physical possession of 10 Acre Mall.

Yes bank has also filed an Original Application Honble Debt Recovery Tribunal, New Delhi bearing no. TA/96/2022 for the loan extended to Basuti Sales & Trading Private & Brattle Foods Private Limited. FMNL is also a party to the same, a summons was issued by the Honble DRT on 20/11/2023. The company has filed its written submission to the same. The matter is now to be listed for pronouncement as on 06.04.2026 the matter was listed for final arguments and both the parties concluded the arguments, thereafter the matter was directed to be listed on 24.04.2026 for pronouncement however, the Ld. Presiding Officer informed that the order would be uploaded. The Ld. Presiding Officer had not indicated whether the Original Application has been allowed or dismissed.

FMNL had filed an IA 3861 of 2023 in Company Petition No. 527 of 2022 before the Honble NCLT, Mumbai Bench. The IA 3861 of 2023 had been filed against the Resolution Professional of Future Retail Limited ("FRL") under section 60(5) of the IBC for inter alia handing over peaceful possession of the premises of FMNL, known as "Akashganga Enclave" situated at 10 Acre Mall, Ahmedabad Cotton Mills Complex, Kankaria, Ahmedabad and for payment of the outstanding lease rental from the date of initiation of Corporate Insolvency Resolution Process of FRL. The RP of FRL has filed their reply to the IA 3861 of 2023.

In the above contingent liabilities, if the borrower fails to repay the outstanding dues to the lender, the lender shall exercise all the rights available under the mortgage/pledge as above.

Pursuant to the Order dated 18.03.2025 passed by the Honble National Company Law Tribunal, Mumbai Bench, Court – II, in Interlocutory Application No. 3861 of 2023 for seeking directions to remove all the goods including perishable items belonging to corporate debtor and handover peaceful possession of the Ahmedabad premises and also to pay O/s lease rental. The Honble Court passed an order accordingly RP gave an undertaking that by May 31, 2025, they would hand over the physical possession of the premises and consider the claim of the FMNL in respect of rental dues in accordance with the law.

Accordingly on April 18, 2025, Future Market Networks Limited filed its claim in FORM-C for a sum of INR 16,51,41,173/- before official liquidator of FRL- Mr. Sanjay Gupta in connection with the liquidation of Future Retail Limited under the Insolvency and Bankruptcy Code, 2016. The IA 3861 of 2023 was dismissed on March 18, 2025.

FMNL and Basuti have filed SA against JC Flowers ARC under section 17 of the SARFAESI challenging the Section 13(4) Symbolic Possession Notice issued by JC Flowers in respect of the 10 Acres property in Ahmedabad. IA for stay of the Section 13(4) notice and the sale proceedings were dismissed. It is understood that the matter is settled between the parties and that JC Flowers has taken possession of the premises. We will need to carry out amendments in the SA. The next date in the matter is May 28, 2026.

The proceedings are pending on the date of this report.

The Arbitral Award dated May 19, 2016, in favour of Mr. Surana, awarded the sum of INR 12.90 Crores in relation to disputes related to commercial premises at Khargpur, West Bengal. The said amount was secured by two separate Bank Guarantees provided by the relevant parties amounting to 12.00 Crores. In the execution proceedings, the Bank Guarantees were liquidated and an amount of Rs.10.25 Cr paid to the Claimant. FMNL has filed a Supplementary Affidavit, placing on record documents and material derived from proceedings before the Honble DRT, demonstrating that Mr. Surana, the Claimant, has received an additional aggregate amount of ?7.75 crores post termination of the arrangement by the Company. The matter is presently pending before the court.

The Award and the order passed by the Single Judge in the application filed under Sec 34 by the Company were challenged by the Company through an appeal under Sec 37 of the Arbitration & Conciliation Act. The matter is presently listed for further hearing.

Apart from the above, there are no material changes affecting the financial position of the Company, subsequent to the close of FY 2025 – 2026 till the date of this Report.

Operations / State of the Companys Affairs

The Company is optimistically envisaging its business plan on the robust Indian economy. Since the consumption pattern is intact, the company anticipates a vibrant business outlook in relation to retail shopping Centres managed by the Company particularly during post pandemic periods.

Financials - Standalone Highlights

During the financial year ended March 31, 2026, your Company has achieved total Revenue (i.e. Revenue from Operations and Other Income) of INR 9869.79 Lakhs as against INR 9688.78 Lakhs for the previous financial year ended March 31, 2025. Your Company has made a profit (i.e profit before tax) of INR 758.45 Lakhs for the current financial year as against profit of INR 7993.86 Lakhs for the previous financial year.

Consolidated Highlights

During the financial year ended March 31, 2026, your Companys consolidated Revenue stood at INR 11069.02 Lakhs as against INR 10,767.96 Lakhs for the previous financial year ended March 31, 2025. Your Company has made a profit (i.e profit before tax) of INR 691.28 Lakhs for the current year as against INR 7801.48 Lakhs profit for the previous financial year on a consolidated basis.

Leases

The Companys lease asset classes primarily consist of leases for land and buildings. The Company adopted Ind AS 116, Leases and applied the standard to all lease contracts existing. Modified retrospective method has taken the cumulative adjustment to retained earnings, on the date of initial application.

Cash Flow Statement

In conformity with the provisions of Regulation 34 of Listing Regulations, the Cash Flow Statement for the year ended March 31, 2026, has been provided in the Annual Report which forms part of this report.

Accounts

The Annual Report of your Company containing the standalone and consolidated Ind AS financial statements has been disseminated on the website of the Company at www.fmn.co.in.

Appropriations

During the year under review, your Company has not made any appropriations.

Public Deposits

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the balance sheet.

Share Capital

The Authorized Share Capital of the Company is INR 90,35,00,000/- (Indian Rupees Ninety Crores Thirty-Five Lakhs) divided into 9,03,00,000 equity shares of INR 10/- each and 5000 Preference Shares of INR 100/- each. There was no change in the authorized share capital of the Company during the financial year ended on March 31, 2026.

The paid-up equity share capital as at March 31, 2026 stood at INR 63,64,43,810 (Indian Rupees Sixty three crores sixty four lacs forty three thousand eight hundred ten) divided into 63,64,43,81 equity shares of INR 10/- each as against INR 60,64,43,810 /- (Indian Rupees Sixty crores sixty four lacs forty three thousand eight hundred ten) divided into 60,64,43,81 equity shares of INR 10/- as on March 31, 2025.

During the year, the Company has converted 30,00,000 (Thirty Lakh) warrants into 30,00,000 (Thirty Lakh) fully paid-up Equity Shares pursuant to a Circular Resolution passed on 27th March, 2026. However, the Company submitted its listing application and obtained trading approval after the close of the quarter ended 31st March, 2026. Accordingly, although the paid-up share capital stands increased, the aforesaid equity shares are not reflected in the physical or dematerialized (Demat) shareholding as on 31st March, 2026.

The Company has not issued any equity shares with or without differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The issued share capital of the Company as on March 31, 2026, is INR 63,64,49,510/- divided into 6,36,44,951 equity shares of INR 10/- each.

570 Equity Shares of the Company are kept in abeyance and the said shares will be allotted subsequent to completion of legal formalities to allot the original shares in Future Enterprises Limited (formerly known as Pantaloon Retail India Limited).

The subscribed and paid-up share capital of the Company as on March 31, 2026, is INR 63,64,43,810/- divided into 6,36,44,381 equity shares of INR 10/- each.

Disclosure relating to Employee Stock Option Scheme

Future Market Networks Limited - Employee Stock Option Scheme 2016

Pursuant to the approval granted by the shareholders at the eight Annual General Meeting held on September 20, 2016, your Company has formulated Future Market Networks Limited - Employee Stock Option Scheme 2016 (FMNL – ESOS 2016). The Scheme is in Compliance with SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time ("SEBI Employee Benefits Regulations").

Your Company granted 7,60,000 options to the eligible employees on May 25, 2018, under FMNL – ESOS 2016 at an exercise price of INR 85/- per equity share. These options can be exercised anytime within a period of three years from the date of vesting. 5,50,000 options granted lapsed on May 25, 2019, consequent to the resignation to whom Options were granted.

2,10,000 options granted to the eligible employees are vested. However, no vested options were exercised by the eligible employees. In terms of the FMNL – ESOS 2016, the vested Options need to be exercised within a maximum period of 36 months from the date of vesting. The details of options lapsed are as below:

Options Vesting Date	Number of Options	Date on which Options Lapse	Number of Options Lapsed
May 25, 2019	52,500	May 25, 2022	52,500
May 25, 2020	52,500	May 25, 2023	52,500
May 25, 2021	52,500	May 25, 2024	52,500
May 25, 2022	52,500	May 25, 2025	52,500

Notes:

During the year under review an employee whose 15,000 options were eligible to exercise surrendered his options and waived off his rights in the said options on August 31, 2025.

The entire options granted under FMNL – ESOS 2016 lapsed and is credited back in the ESOP Pool and is available for fresh granting.

Fresh Grant of Options under FMNL – ESOS 2016

Your Company granted 15,30,000 options to the eligible employees on February 10, 2025, under FMNL – ESOS 2016 at an exercise price of INR 11.21 /- per options. These options can be exercised anytime within a period of three years from the date of vesting. The exercise price is fixed at the same price at which shares were allotted to the Promoters and Investors in December 2024, refer Annexure ‘1 for more details.

Consolidated IND AS financial Statements

The consolidated financial statements of the Company and its subsidiaries for FY 2025-26 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 ("the Act") and as stipulated under Regulation 33 of SEBI LODR as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditors Report thereon form part of this Annual Report.

Further, pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statement of the subsidiary companies upon a request by any Member of the Company or its subsidiary companies. These financial statements of the Company and the subsidiary companies will also be kept open for inspection by any member. The members can send an e-mail to info.fmnl@futuregroup.in upto the date of the AGM and the same would also be available on the Companys website: https://www.fmn.co.in

Holding Company

Future Corporate Resources Private Limited (FCRPL) is undergoing Corporate Insolvency Resolution Process (CIRP). The National Company Law Tribunal (NCLT) admitted the company into CIRP on September 24, 2024, following petitions from Central Bank of India. Avil Jerome Menezes was appointed as the interim resolution professional. FCRPL is the promoter of the Company and as on March 31, 2026, it holds 3,73,37,375 equity shares representing 58.67% of the total paid-up equity capital of the Company.

Subsidiaries, Associates and Joint Venture

A report highlighting the performance of each of the subsidiaries, associates and joint venture companies as per the Act, and their contribution to the overall performance of the Company is provided in the consolidated financial statement at note no. 4.

The Company has the following Subsidiaries, Associates and Joint Venture:

Sr. No.	Name of the Subsidiary	Sr. No.	Name of the Subsidiary
1	Aashirwad Malls Private Limited	3	Sun City Properties Private Limited
2	Suhani Mall Management Company Private Limited	4	Jeremia Real Estate Private Limited

Name of the Joint Venture

1 Riddhi Siddhi Mall Management Private Limited

In accordance with the provisions of Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, a statement in Form AOC-1 containing the salient features of the financial statements of the subsidiary companies is appended hereto as Annexure ‘2.

Scheme of Arrangement/Amalgamation

Scheme of amalgamation amongst Future Market Networks Limited, Metawear Limited and others was withdrawn vide resolution adopted by the Board at its meeting held on 19th May, 2026.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report, providing an overview of the Companys operational and financial performance during the financial year, forms an integral part of this Annual Report. Shareholders are advised to refer to the separate section on the Management Discussion and Analysis Report.

Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Corporate Governance

Our corporate governance framework reflects our commitment to the highest standards of integrity, transparency, accountability, and ethical business practices. It is embedded in our culture, policies, and relationships with our stakeholders, enabling us to build and sustain their trust and confidence while creating long term value.

Our Report on Corporate Governance, together with the certificate issued by the Statutory Auditors confirming compliance with the Corporate Governance requirements prescribed under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), forms an integral part of this Annual Report.

Corporate Social Responsibility (CSR)

The Companys guiding principle for Corporate Social Responsibility ("CSR") is to build and strengthen its relationship with stakeholders and the community at large by contributing towards long-term social good and welfare. In accordance with the provisions of the Companies Act, 2013, the Company endeavours to spend at least 2% of the average net profits made during the three immediately preceding financial years towards CSR initiatives, as applicable.

The Company has constituted a Corporate Social Responsibility (CSR) Committee comprising Ms. Dimple Amit Somani, Independent Director, Ms. Priya Khandelwal, Independent Director, and Mr. Sunil Biyani, Non-Executive Director. Ms. Dimple Amit Somani is the Chairperson of the Committee. The role of the Committee, inter alia, is to formulate and recommend to the Board the CSR Policy, CSR expenditure to be incurred, and the annual action plan in accordance with the provisions of the Companies Act, 2013.

The Companys CSR Policy outlines its vision, objectives, and implementation framework for undertaking CSR initiatives. The CSR Policy of the Company is available on the Companys website at www.fmn.co.in.

The Companys CSR activities have traditionally focused on areas including education, skill development, healthcare, and environmental sustainability. The Company remains committed to undertaking CSR initiatives in areas specified under Schedule VII to the Companies Act, 2013, as amended from time to time, with preference given to the local areas and areas surrounding the locations where it operates.

During the year under review, the provisions relating to expenditure on CSR activities were not applicable to the Company.

The composition of the CSR Committee, brief outline of the CSR Policy of the Company, and the initiatives undertaken by the Company on CSR activities during the year under review are set out in "Annexure 3" to this Report, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Matters related to Directors and Key Managerial Personnel

Directors

The current policy is to have an appropriate combination of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on the date of this report, the Board consists of 6 Directors, 3 of whom are Independent Directors including 2 Woman Directors, 2 Non-Executive Directors and 1 Executive Director.

The composition of the Board as on the date of this Report is as under: -

Sr No.	Name of the Member	Category
1.	Mr. Pramod Arora	Independent Director (Chairman)
2.	Mr. Shreesh Misra	Non-Executive Director
3.	Mr. Anil Biyani	Whole Time Director
4.	Mr. Sunil Biyani	Non-Executive Director
5.	Ms. Priya Khandelwal	Independent Director
6.	Ms. Dimple Amit Somani	Independent Director

Note:

The Company has not entered into any material pecuniary relationship or transactions with its Directors, save and except payment of professional fees / reimbursement expenses/salaries/sitting fees and the details are provided in the audited financial statements of the Company.

Changes in Board

During the year under review, there were following changes in Board of Directors of the Company:

Mr. Anil Biyani was appointed as Whole-time Director of the Company for a period of 3 years with effect from April 1, 2025 to March 31, 2028, as approved by members.

Pursuant to Section 152 of the Companies Act, 2013 and Article 91 of the Articles of Association of the Company, Mr. Shreesh Misra (DIN: 01641532) Non-Executive Non-Independent Director retires by rotation at the 18th Annual General Meeting of the Company and being eligible has offered himself for re-appointment. The Board has recommended his reappointment at the forthcoming Annual General Meeting as Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

The brief resume and other details of Mr. Shreesh Misra (DIN: 01641532), in terms of Regulation 36 (3) of the Listing Regulations and Secretarial Standards on General Meeting, are provided in the Notice of ensuing Annual General Meeting. Mr. Shreesh Misra is not disqualified from being re-appointed / appointed as Directors by virtue of the provisions of Section 164 of the Companies Act, 2013.

The Company has complied with provisions of Section 203 of the Act.

Resignation

During the year under review, there were no Resignation in Board of Directors of the Company

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company during the Financial Year ended March 31, 2026, are:

Mr. Anil Biyani – Whole Time Director

Mr. Anil Cherian – Head Legal & Company Secretary

Mr. Akhilesh Kalra – Chief Financial Officer

Mr. Anil Biyani was appointed as Whole-time Director of the Company for a period of 3 years with effect from April 1, 2025 to March 31, 2028, as approved by members.

During the year under review, there were no other changes apart from the above in the KMPs of the Company.

Declarations by Independent Directors

All the independent directors of the Company have provided requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

In the opinion of the Board of Directors, the independent directors have relevant proficiency, expertise and experience.

In compliance with the rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have registered themselves with the Indian Institute of Corporate Affairs. Since all the Independent Directors of the Company have served as directors in listed companies or in the pay scale of Director or equivalent in Ministry of Department of the Central Government for a period not less than three years, they are not required to undertake the proficiency test as per Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Disclosures related to Board, Committees and Policies

The details are provided in the Corporate Governance Report that forms part of this Report.

Meetings of Board

The Board of Directors met Five (5) times during the financial year ended March 31, 2026, in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time. On February 10, 2026, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All meetings of the Board were held in line with the relaxations provided by the Ministry of Corporate Affairs and the Securities Exchange Board of India.

Nomination, Remuneration and Compensation Committee [NRC]

Nomination, Remuneration and Compensation Committee is constituted in accordance with the provisions of sub-section (1) of Section 178 of the Act. Kindly refer section on Corporate Governance, which is forming part of this report, under head ‘Nomination, Remuneration and Compensation Committee for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

Policy on directors appointment and remuneration

The Companys policy on the appointment and remuneration of Directors is aimed at maintaining an appropriate balance between Executive, Non-Executive, and Independent Directors to ensure the independence of the Board and effective separation of governance and management functions.

As on March 31, 2026, the Board comprised six Directors, including one Executive Director, two Non-Executive Non-Independent Directors, and three Independent Directors. Out of the three Independent Directors, two are women.

Selection and procedure for nomination and appointment of Directors:

The Nomination and Remuneration Committee ("NRC") is responsible for determining the competency requirements of the Board, considering the industry in which the Company operates and its strategic objectives. The composition of the Board is evaluated to ensure an appropriate mix of skills, experience, expertise, and knowledge required for effective governance.

The NRC undertakes a periodic analysis of the Boards composition, including at the time of appointment or re-appointment of Directors, to identify the required competencies and skill sets. The NRC reviews and evaluates the profiles of potential candidates against the identified requirements, conducts necessary due diligence, and interacts with shortlisted candidates before recommending their nomination and appointment to the Board.

Criteria for determining qualifications, positive attributes and independence of a director:

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

Qualifications:

The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

Positive Attributes:

Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

Independence:

A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

It is affirmed that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company.

The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at www.fmn.co.in

We affirm that the remuneration paid to the directors is as per the terms laid out in the Remuneration Policy of the Company.

Directors responsibility statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, alongside the work conducted by the internal, statutory and secretarial auditors, as well as external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the management and relevant board committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2025-26.

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, based on the representations received from the operating management and after due enquiry, confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) They 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 at the end of the financial year and of the Profit of the Company for that period;

c) they 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) they have prepared the annual accounts for the financial year ended March 31, 2026, on a going concern basis;

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

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

Certificate by Practicing Company Secretary

A certificate has been received from M/s. Alwyn DSouza & Co, Company Secretaries, confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority and the same is annexed to the corporate governance report.

Performance Evaluation

The performance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof and Chairman of the Company was carried out by Independent Directors. Pursuant to the provisions of the Act, the Nomination, Remuneration and Compensation Committee (‘NRC) specified the manner of effective evaluation of the performance of the Board, its committees and individual Directors. In terms of manner of performance evaluation specified by the NRC, the performance evaluation of the Board, its committees and individual Directors was carried out by NRC and the Board of Directors.

Further, pursuant to Schedule IV of the Act and Regulation 17(10) of the Listing Regulations, the evaluation of Independent Directors was done by the Board of Directors. For performance evaluation, structured questionnaires, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the Directors to discharge their duties, Corporate Governance practices, etc. were circulated to the Directors for the evaluation process. All Directors unanimously expressed that the evaluation outcome reflected high level of engagement of the Board of Directors and its committees amongst its members with the Company and its management and that they are fully satisfied with the same.

Internal Financial Control and Adequacy

The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

The Company follows well-documented Standard Operating Procedures (SOPs). The operating effectiveness of various controls is periodically tested and deficiencies, if any, are promptly rectified.

During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

Audit Committee

As on March 31, 2026, the Audit Committee comprised of Three Non-Executive Independent Directors, namely Mr. Pramod Arora, Ms. Priya Khandelwal and Ms. Dimple Amit Somani, one Non-Executive Non-Independent Director, Mr. Sunil Biyani.

Mr. Pramod Arora is the Chairman of the Committee.

All members of the Audit Committee possess strong knowledge of accounting and financial management. The Executive Director and Chief Financial Officer, the Internal Auditors and Statutory Auditors are regularly invited to attend the Audit Committee Meetings. The Company Secretary is the Secretary to the Committee. The Internal Auditor reports to the Chairman of the Audit Committee. The Board has accepted all recommendations made by the Audit Committee from time to time.

Details of Committees of the Board of Directors along with their terms of reference, composition and meetings held during the year under review, are provided separately in the Corporate Governance Report, which forms part of this Annual Report.

Vigil Mechanism

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The vigil mechanism provides adequate safeguards against victimization and multiple channels for reporting concerns including an option for escalations, if any, to the Chairperson of the Audit Committee of the Company.

The said Policy has been disseminated on the Companys website at viz. https://www.fmn.co.in/investor-relations/policies.html

Risk Management

The Company has appropriate risk management systems in place for identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting. The Board of Directors of the Company has formulated a Risk Management Policy which aims at minimizing the risk and enhancing the value and reviews the elements of risks with regard to the business.

The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

Audit reports and auditors

Audit reports

• The Auditors Report for financial year 2026 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

• As required under SEBI (Share Based Employee Benefits) Regulations, 2014, the auditors certificate on the implementation of share-based schemes in accordance with these regulations will be made available at the AGM.

Statutory Auditors

The shareholders of the Company, at the 17th Annual General Meeting held on September 25, 2025, had appointed Bakliwal & Co., Chartered Accountants, Mumbai (ICAI Firm Registration No. 130381W), as the Statutory Auditors of the Company to hold office until the conclusion of the 19th Annual General Meeting, to be held in the calendar year 2027, to conduct the audit of the Companys financial statements, at a remuneration mutually agreed upon with the Board of Directors.

As required under the provisions of Section 139(1) and 141 of the Companies Act, 2013 read with the Companies (Accounts and Auditors) Rules, 2014, the Company has received a written consent and certificate from the auditors to the effect that they are eligible to continue as Statutory Auditor of the Company.

The Auditors Report issued by Bakliwal & Co., Chartered Accountants, for the financial year ended March 31, 2026, does not contain any qualification, reservation, or adverse remark. The Notes to the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments from the Board.

Cost records and cost audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business activities of the Company.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, the Board has based on the recommendation of Audit Committee approved appointment of M/s. Alwyn Jay & Co., Company Secretaries, Mumbai, [Firm Registration No: P2010MH021500] [Peer Review Certificate No. 5936/2024], a peer reviewed firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a period of five years, i.e., from April 1, 2025 to March 31, 2030. Accordingly, the members of the Company at their 17th Annual General Meeting held on September 25, 2025, approved the same.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules thereunder, Mr. Alwyn DSouza of M/s. Alwyn Jay & Co., Company Secretaries, Mumbai, [Firm Registration No: P2010MH021500] conducted the secretarial audit of the Company for the financial year 2025-26.

The Secretarial Audit Report for the financial year ended March 31, 2026, issued by Mr. Alwyn DSouza of M/s. Alwyn Jay & Co., Company Secretaries, Mumbai, [Firm Registration No: P2010MH021500] is annexed herewith and marked as Annexure ‘4 to this Report. The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks or disclaimer.

Secretarial Audit Report of Material Unlisted Indian Subsidiary

The Company not treated any of its subsidiaries as Material Unlisted Subsidiary as on March 31, 2026. Suhani Mall Management Company Private Limited (‘Suhani) extended a corporate mortgage on its assets which is currently under litigation on account of the default of the borrower and all the litigations are currently pending at various courts. The Secretarial Audit Report forwarded by Practicing Company Secretary in relation to Suhani has been annexed as Annexure ‘5. The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks or disclaimer.

Loans and Investments

The particulars of loans, guarantees, and investments have been disclosed in the financial statements.

Particulars of Contracts or Arrangements with Related Parties

All contracts/ arrangements/ transactions entered by the Company during the Financial Year ended March 31, 2026, with related parties were valued on an arms length basis and in the ordinary course of business and approved by the Audit Committee consisting of Independent Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route.

As per the SEBI Listing Regulations, if any Related Party Transactions (RPT) exceeds Rs. 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement, whichever is lower, would be considered as material and would require Members approval. In this regard, during the year under review, the Company has taken necessary Members approval.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arms Length basis. As required under Section 134(3)(h) of the Companies Act, 2013 the disclosure of Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement, in Form AOC-2 that were entered during the year by your Company is appended as Annexure ‘6 which forms part of this Report

The related party disclosures as specified in Para A of Schedule V read with Regulation 34(3) of the Listing Regulations are given in the Financial Statements.

In line with the requirements of the Companies Act, 2013 and the Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Companys website at https://www.fmn.co.in. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

Deposits, Loans, Advances and Other Transactions

Your Company has not accepted any deposits from public or its employees and, as such no amount on account of principal or interest on deposit were outstanding as of the Balance Sheet date. The details of loans and advances, which are required to be disclosed in the annual accounts of the Company pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations are provided in the standalone financial statement at note no. 32.

Credit Rating

During the year under review, no credit rating was obtained by the Company from any credit rating agency.

Significant and Material Orders passed by Regulators or Courts or Tribunal

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future during the period under review. Other relevant details are provided in the notes to the standalone financial statements.

Reporting of frauds by auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, a copy of the Annual Return of the Company for the financial year ended March 31, 2026 in Form MGT-7 will be available on the website of the Company at www.fmn.co.in.

Investors Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year under review, Company has neither declared any dividend nor there are outstanding amount of unclaimed dividends which were liable to be transferred to the IEPF.

Disclosure relating to equity shares with differential rights

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure relating to sweat equity share

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Particulars of Employees and Remuneration

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure "7".

A statement containing particulars of top 10 employees and particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders, excluding the aforesaid Annexure. The said Statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary at info.fmnl@futuregroup.in. None of the employees listed in the said Annexure are related to any Director of the Company.

Business Responsibility and Sustainability Reporting (‘BRSR)

The Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report for the top 1,000 listed entities based on market capitalization. The said regulation is not applicable for the Company during the period under review.

Payment of remuneration / commission to executive directors from holding or subsidiary companies

None of the Directors receive remuneration from holding or subsidiary companies..

Disclosures in respect of voting rights not directly exercised by employees

There are no shares held by trustees for the benefit of employees and hence no disclosure under section 67(3) read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

Sexual Harassment of Women at workplace

The Company has a zero-tolerance policy for sexual harassment in the workplace. It has adopted a comprehensive policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace, in alignment with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. An Internal Committee (IC) has been established.

During the year under review, no complaints were received by the Company under Anti-Sexual Harassment Policy.

Material Changes and Commitments affecting financial position

There have been no material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2026, and the date of this Report, other than those disclosed in this Report under the head "Disclosures under section 134(3)(l) of the Act" above.

Declaration by Executive Director

As per Regulation 34 (3) read with Schedule V of the Listing Regulations, declaration stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management is enclosed as Annexure ‘8.

Certificate on Corporate Governance

As per Regulation 34 (3) read with Schedule V of the Listing Regulations, the auditors certificate on corporate governance is enclosed as Annexure ‘9 to the Boards report. The auditors certificate for financial year 2025-2026 does not contain any qualification, reservation or adverse remark.

Board diversity

The Company recognizes and embraces the importance of a diverse board. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, industry experiences, age, which will help us to have competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website at www.fmn.co.in

Code of conduct for prevention of insider trading

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosure to be made while dealing with shares of the Company as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website at www.fmn.co.in.

Insurance

Your Company has taken appropriate insurance for all assets against foreseeable perils.

Listing on stock exchanges

The Company has entered into Listing Agreement with BSE Limited (BSE) and The National Stock Exchange of India Ltd. (NSE) in terms of the Regulation 34 (3) read with Schedule V of the Listing Regulations, and the listing fee for the Financial Year 2026-27 has been paid.

Depository system

Your Companys equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2026, 94.82% of the equity shares of the Company are held in dematerialised form.

Service of documents through electronic means

Subject to the applicable provisions of the Act, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents and shall be provided upon receiving specific request from members.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

Your Company gives significant emphasis on improvement in methods and processes in its areas of Construction and Development.

The information as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the financial year ended March 31, 2026 with respect to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo has been annexed to this Report as Annexure ‘10 which forms an integral part of this report.

Appreciation

The directors express their earnest gratitude to all the customers, business partners, bankers, and auditors for their continued support and association with the Company. We also wish to thank the Government and all statutory authorities for their unwavering support and co-operation and place on record our appreciation of the dedication and hard work of the employees, individually and collectively, in the overall progress of the Company during the year.

The directors would like to particularly thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

Cautionary Note

The statements forming part of the Directors Report may contain certain forward-looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

For and on behalf of Board of Directors
Shreesh Misra	Anil Biyani
Director	Whole-Time Director
DIN: 01641532	DIN:00005834
Place: Mumbai
Date: May 19, 2026