future retail Directors report

To,

The Members,

Your Directors are pleased to present the Fourteenth Annual Report of the Company together with the Audited Financial Statements for the financial year ended March 31, 2021.

FINANCIAL HIGHLIGHTS

The financial performance of the Company is as follows:

(Rs.in crore)

	standalone		Consolidated
particulars	Financial Year 2020-21	Financial year 2019-20	Financial year 2020-21	Financial year 2019-20
Revenue from Operations	6,261.04	20,118.32	6,303.94	20,331.72
Other Income	176.36	83.60	256.93	86.68
Total Revenue	6,437.40	20,201.92	6,560.87	20,418.40
Profit / (Loss) before Depreciation and Amortization Expense & Tax expense	(1,831.75)	1,074.73	(1,785.69)	1,112.79
Less: Depreciation and Amortization expense	1,328.17	1,040.89	1,382.81	1,098.72
Profit / (Loss) before Exceptional Item	(3,159.92)	33.84	(3,168.49)	14.08
Less: Exceptional Item	-	-	-	-
Profit / (Loss) before Tax	(3,159.92)	33.84	(3,168.49)	14.08
Less: Tax expense	20.11	-	21.03	2.79
Profit / (Loss) after Tax	(3,180.03)	33.84	(3,189.52)	11.29
Other Comprehensive Income for the year	98.99	(224.45)	98.99	(224.67)
Total Comprehensive Income for the year	(3,081.04)	(190.61)	(3,090.53)	(213.38)
Earnings Per Equity Share of Face Value of Rs.2/- each
- Basic (in Rs.)	(58.86)	0.67	(59.03)	0.23
- Diluted (in Rs.)	(58.86)	0.65	(59.03)	0.22

REVIEW OF PERFORMANCE

During the year under review, your Company recorded a decrease of 69% in the Standalone Revenue from Operations at Rs.6,261.04 crore as compared to Rs.20,118.32 crore in the previous financial year. Consolidated Revenue from Operations was reported at Rs.6,303.94 crore during the year under review. Your Company also reported Net Loss of Rs.3,180.03 crore as compared to Net Profit of Rs.33.84 crore for the previous financial year on standalone basis.

We have a pan India presence with 1,308 stores in 397 cities as of March 31, 2021 and total retail space of approximately 15.69 million sq. ft. for various formats of your Company. As on March 31, 2021, we have 285 Big Bazaar / Hypercity stores, 88 fbb stores, 8 Foodhall stores and 927 small format stores (including 89 WHSmith stores). Our retail format business is supported by various other businesses operated by Group companies and through investee companies of the Group operating in various ventures including branded fashion, food & FMCG, insurance, warehousing & logistics, media and textiles.

IMPACT OF COVID - 19

In the wake of the novel coronavirus (COVID-19) outbreak, most of the stores of the Company, in most of the States, were closed except selling only essential commodities and grocery items as directed by Local and State Government offices. The business of the Company is adversely affected by temporarily shut down of stores, degrowth of revenue, sizable drops in footfalls and selective spending on essentials only by the Customers.

Further, the Companys maximum staff except connected with essential services, were working from their respective residence under "work from home policy" implemented by the Company.

The countrywide lockdown began towards the latter half of March, 2020 and continued through the end of May, 2020. During this period, more than half of our stores remained closed for operations due to regulatory instructions and stores that were open, operated for restricted hours. Customer footfalls were significantly lower and as per directives of the authorities.

The Company is also leaving no stone unturned in redefining workplace hygiene. The Company has implemented new standards of safe working with guidelines for social distancing. Face masks were mandatory for all employees and customers visiting our premises. We also ensured regular sanitisation of all our premises and adequate availability of sanitising material. Similar protocols have been created for safe customer engagements. We also commenced servicing our customers through several new channels of delivery to provide them all essential goods through on-line apps.

COVID-19 pandemic and consequent lockdown imposed throughout the country, has had a significant adverse impact on the business operations and the financial results of the Company. The outbreak of Covid-19 pandemic has created economic disruption throughout the world including India. Consequently the revenue and profitability for the year end of March 2021 have been adversely impacted. The second wave across India has raised concern over economic growth and business conditions, while the restrictions are currently more localized and for shorter duration as compared to the previous year. Moreover, increasing pace of Inoculation and efforts by the government are likely to help mitigate some of the adverse impact.

In assessing the recoverability of the Receivables, Inventories and other financial and non-financial assets, the Company was closely monitoring the development and possible effect on the financial condition, liquidity, operations, and is actively working to minimize the impact of this unprecedented situations. The impact of the pandemic may differ from that estimated as on the date. The Company will continue to closely monitor any material changes to future economic conditions. As the situation is continuously evolving, the eventual impact may differ from the estimates made in financial statements.

SCHEME OF ARRANGEMENT AND MATTERS CONNECTED THEREWITH

On August 29, 2020, the Board of Directors of the Company has considered and approved the amalgamation of the Company along with other transferor companies with Future Enterprises Limited which would be carried out vide a Composite Scheme of Arrangement between the Company along with other transferor companies with Future Enterprises Limited ("Transferee Company" or "FEL") and their respective Shareholders and Creditors ("the Scheme"), in terms of Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 ("the Act").

The proposed Scheme inter-alia provides the following:

> Amalgamation of the Company along with other transferor companies with FEL;

> Transfer and vesting of the Logistics & Warehousing Undertaking from FEL as a going concern on a slump sale basis to Reliance Retail Ventures Limited ("RRVL");

> Transfer and vesting of the Retail & Wholesale Undertaking from FEL as a going concern on a slump sale basis to Reliance Retail and Fashion Lifestyle Limited, a wholly owned subsidiary of RRVL ("RRVL WOS"); and

> Preferential allotment of equity shares and warrants of FEL to RRVL WOS.

As a consideration for the said amalgamation, FEL will issue 101 (One Hundred One) fully paid up equity shares of Rs.2/- each to the equity shareholders of the Company as on the Record Date (as may be determined in terms of the Scheme) for every 10 (Ten) fully paid up equity share of Rs.2/- each of the Company. The said equity shares to be allotted by FEL to the Shareholders of the Company will be listed on BSE Limited and National Stock Exchange of India Limited and shall rank pari passu in all respects with the existing equity shares of FEL.

The combination contemplated under the Scheme has been approved by Competition Commission of India on November 20, 2020. Further, the Stock Exchanges have issued observation letter without any adverse observation on January 20, 2021. Subsequently, the Scheme application has been filed with National Company Law Tribunal Mumbai (NCLT) on January 26, 2021 for seeking directions from NCLT for convening the meeting of the Shareholders and Creditors of the Transferor Companies and Transferee Company. NCLT has heard the said application and the intervention application filed by Amazon.com Investment Holdings LLC. ("Amazon") and has reserved the order on the said application.

Amazon has initiated arbitration against the Company and its promoters on October 05, 2020 before Singapore International Arbitration Centre (SIAC). After completion of Emergency Arbitration hearing held pursuant to application of Amazon, Emergency Arbitrator has passed an interim order on October 25, 2020 (EA Order) inter-alia restraining the Company and promoters to take any steps in furtherance of the resolution passed on August 29, 2020. However, based on the legal advise received by the Company, it has contended that the EA Order would not be enforceable against the Company, in view of the fact that the Company is not a signatory to the arbitration agreement under which arbitration has been initiated.

The Company has filed a suit before Honble Delhi High Court making a prayer to injunct Amazon from tortuously interfering with the Scheme. The Honble Single Judge of the Delhi High Court has passed a Judgment in the Interim Application, wherein it has prima facie held that there is no arbitration agreement between Amazon and the Company; Companys Resolution dated August 29, 2020 approving the Scheme is neither void nor contrary to any statutory provision nor the Articles of Association of the Company. The said Judgement further prima facie held that Amazons representations to various regulatory authorities amounted to unlawful interference with the Scheme and a civil wrong actionable by both the Company and Reliance. However, no injunction was granted in favour of the Company and all the Statutory Authorities were directed to take the decision on the applications and objections raised in accordance with the law. The Honble Court also prima facie held that conflation of the two shareholders agreements will be in violation of FEMA FDI Rules. An Appeal was preferred by Amazon against certain observations contained in this Judgment.

In another application of Amazon under Section 17(2) of Arbitration & Conciliation Act, 1996 to enforce EA Order, Honble Delhi High Court vide its interim order dated February 2, 2021 directed the parties to maintain status quo (Status Quo Order). The Company challenged this Order before the Honble Division Bench of Delhi High Court in an appeal. The Learned Division Bench has stayed the aforesaid Status Quo Order on February 8, 2021. Amazon has preferred a Special Leave Petition before Honble Supreme Court against the order of the Honble Division Bench on February 13, 2021. The Honble Supreme Court ruled that the proceedings before NCLT will be allowed to go on but will not culminate in any final order of sanction of the Scheme.

On March 18, 2021 a detailed interim order was passed by the Single Judge of the Delhi High Court ("Detailed Order") inter-alia confirming the directions in the Status Quo Order passed by Honble Delhi High Court in the application under Section 17(2) of Arbitration & Conciliation Act, 1996, granting further reliefs in favour of Amazon and inter-alia restricting all respondents from taking any further action in violation of the EA Order.

An appeal was filed by the Company, as well as other respondents, before the Honble Division Bench against the Detailed Order. On March 22, 2021 the Honble Division Bench was pleased to pass a common order in both the appeals, staying the enforcement of the Detailed Order.

Amazon filed Special Leave Petitions before the Honble Supreme Court against the order of the Honble Division Bench passed on March 22, 2021. On April 19, 2021 the Honble Supreme Court stayed the proceedings before the Single Judge and the Division Bench of the Delhi High Court and directed parties to complete the pleadings and listed all the three SLPs for final disposal on May 04, 2021. Post summer vacation at Supreme Court, SLPs are now being heard and argued before Supreme Court. Supreme Court may consider issuing order in the matter after completion of the submissions by all the parties.

Further in relation to the Arbitration Proceedings, a Tribunal has been constituted by SI AC on January 05, 2021 and the Company has filed two applications before the Tribunal, first being an application under Section 16 of Arbitration & Conciliation Act, 1996 ("Arbitration Act") challenging the jurisdiction of the Tribunal; and second being an Application under Rule 10 of Schedule I of SIAC Rules for vacation of the EA Order. As per the scheduled finalised by the Tribunal, the hearing commenced from July 12, 2021 and continued till July 16, 2021. The decision of Tribunal is awaited on both applications.

One Time Restructuring (OTR)

Pursuant to RBI guidelines vide circular DOR.No.BP. BC/3/21.04.048/2020-21 dated August 06, 2020 on Resolution Framework for COVID-19-related Stress, the lenders of the Company has invoked One Time Restructuring ("OTR") with regard to credit facilities availed by the Company from Banks and other Institutions on October 29, 2020. The aforesaid OTR has been implemented by execution of the documents by the Company and eligible lenders on April 26, 2021. Accordingly, as per the agreed terms of OTR the repayment of Long Term and Short Term obligation is extended, overdue working capital limits is converted in Working Capital Term Loan ("WCTL"), and interest due till September, 2021 on various credit facilities has been converted into Funded Interest Term Loan ("FITL"). The terms of repayment of the NCDs and interest due thereon, which are not part of the OTR has also been separately extended on the similar lines in consultation with the debenture trustees and the concerned debenture holders.

SHARE CAPITAL

During the year under review, the following allotment were made by the Company

a) Allotment of 1,48,03,960 equity shares upon conversion of equity warrants

On May 19, 2020, the Company allotted 1,48,03,960 equity shares to M/s. Future Coupons Private Limited (f.k.a. Future Coupons Limited) (FCPL), a Promoter Group entity, on preferential basis upon conversion of balance equity warrants.

The Company has originally allotted 3,96,03,960 equity warrants on April 23, 2019, at a price of Rs.505/- per warrant, each convertible into or exchangeable for One (1) equity share of face value of Rs.2/- each at a premium of Rs.503/- per share to FCPL on preferential basis and in terms of applicable provisions as prescribed under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") for allotment of the equity warrants.

Further, on January 04, 2020, FCPL exercised their rights and partially converted 2,48,00,000 equity warrants into equal no. of equity shares of the Company and balance no. of equity warrants i.e. 1,48,03,960 were converted during the year under review.

b) Allotment of 81,680 equity shares pursuant to FRL ESOP - 2016

On September 04, 2020, the Company allotted 81,680 Equity Shares of Rs.2/- each to eligible employees of upon exercise of the vested options granted to the said employees under Future Retail Limited Employee Stock Option Plan - 2016 (FRL ESOP - 2016). None of the employee is in receipt of Equity Shares exceeding 1% of Equity Share capital of the Company against the vested options exercised by them.

During the year under review, the Company has not issued any sweat equity shares or bonus shares or equity shares with differential rights.

DIVIDEND & RESERVES

While considering the Companys dividend distribution policy, the uncertainties created by COVID-19 and in view of Loss during the year under review, the Board has not recommended any dividend for the financial year ended March 31, 2021. Further, no amount is proposed to be transfer to General Reserve.

INVESTMENTS & DIVESTMENTS

During the year under review, the Company has not made any investment / divestment.

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits during the year under review and accordingly, no amount on account of principal or interest on deposits from public and/or Members were outstanding as at March 31, 2021.

DEBENTURES

During the year under review and on June 01, 2020, the Company raised funds amounting to Rs.200 crore by issue of Secured Rated Listed Redeemable Non-Convertible Debentures ("NCDs") under Series II on private placement. The said NCDs are listed on the Wholesale Debt Market (WDM) segment of BSE effective June 05, 2020.

USD DENOMINATED NOTES AND OVERSEAS LISTING

During last year of 2019-20, the Company had raised funds amounting to US$ 500 million by issue of Senior Secured Notes due 2025 ("USD Notes"). The said USD Notes are listed on Singapore Stock Exchange ("SGX") effective January 23, 2020.

CORPORATE GOVERNANCE

The Companys Corporate Governance Report for the year under review, forms part of this Annual Report. A certificate from the Statutory Auditors regarding the compliance with the conditions of the Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"), is annexed to Corporate Governance Report and forms a part of this Report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to SEBI Listing Regulations, a Business Responsibility Report is included and forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34 read with Schedule V of SEBI Listing Regulations, a Management Discussion and Analysis report forms part of this Annual Report.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s. NGS & Co. LLP, Chartered Accountants (Firm Registration No. 119850W) have been appointed for a period of 5 (Five) years from the conclusion of the Ninth Annual General Meeting till the conclusion of the Fourteenth Annual General Meeting of the Members of the Company.

The Board on the recommendation of the Audit Committee, proposed to re-appoint M/s. NGS & Co. LLP, Chartered Accountants for the second term of 1 (One) year from the conclusion of Fourteenth Annual General Meeting till conclusion of the Fifteenth Annual General Meeting of the Company.

Statutory Auditors have given their confirmation that their appointment as Statutory Auditors of the Company, if made, shall be in compliance with the provisions of Sections 139 and 141 of the Act and related rules thereto.

Auditors Report

The Auditors Report on the financial statements for the financial year ended March 31, 2021 is issued with unmodified opinion and does not contain any qualifications, reservations or adverse remarks.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Act and related rules thereto, Ms. Bindu Darshan Shah (Membership No. A-20066 / CP No. 7378), Proprietor : K Bindu & Associates, Practicing Company Secretaries was appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2020-21.

The Secretarial Audit Report for the financial year 2020-21 is appended as Annexure - I, which forms part of this Report and doesnt contain any qualifications, reservations or adverse remarks.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee 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.

POLICIES & DISCLOSURE REQUIREMENTS

As required under SEBI Listing Regulations and provisions of the Act, following policies were already made available on its website at https://www.futureretail. in/investors/Policies.html

• Details of programs for familiarization of Independent Directors with the Company;

• Policy for determining material subsidiaries of the Company;

• Policy for determining Materiality of Events of the Company;

• Policy for archival of documents of the Company;

• Policy on dealing with related party transactions;

• Remuneration Policy;

• Dividend Distribution Policy (appended as annexure - II, which forms part of this Report);

The Code of Conduct for the Board of Directors and Senior Management Personnel of the Company is available at https://www.futureretail.in/investors/ corporate-governance-standards.html

The Company has formulated and disseminated a Whistle Blower Policy to provide Vigil Mechanism for employees and Directors of the Company to report genuine concerns that could have serious impact on the operations and performance of the business of the Company. This Policy is in compliance with the provisions of the Act and SEBI Listing Regulations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL(S)

Post March 31, 2021 and based on the recommendation of Nomination and Remuneration Committee ("NRC"), performance evaluation was carried out and subject to the approval of the Shareholders of the Company the Board of Directors approved the following:

• Re-appointment of Ms. Gagan Singh (DIN 01097014), Independent Director of the Company for a second term of 1 (One) year effective April 30, 2021.

• Re-appointment of Mr. Ravindra Dhariwal (DIN 00003922), Independent Director of the Company for a second term of 5 (Five) years effective April 30, 2021.

Members may also note the following changes in Board structure:

• Mr. Shailendra Bhandari (DIN: 00317334), ceased to be Independent Director of the Company effective April 30, 2021 upon completion of his term.

• Ms. Sridevi Badiga (DIN: 02362997) resigned as Independent Director effective June 01, 2021.

• Mr. Jacob Mathew (DIN: 00080144) was appointed as Additional (Independent) Director for a term of 5 (Five) years effective July 27, 2021, subject to the approval of Shareholders at the general meeting.

The Board placed on record its appreciation for the valuable contribution and support made by Mr. Shailendra Bhandari and Ms. Sridevi Badiga during their respective tenure as Independent Director of the Company.

In terms of Section 152 of the Act, Mr. Rakesh Biyani who is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Company has received necessary disclosure and confirmation from him in connection with his re-appointment.

The Company has also received necessary declarations / disclosures from the directors seeking appointment / re-appointment. Additional information as required pursuant applicable provisions of SEBI Listing Regulations and Secretarial Standards in respect of the Directors seeking appointment / re-appointment at the forthcoming AGM, are given in the Notice convening the ensuing AGM.

Members may note that the Company is in receipt of required declarations from Independent Directors confirming that each of them meet the required criteria of independence as provided in Section 149(6) of the Act (alongwith related rules thereto) while read with applicable provisions of Regulation 16 of SEBI Listing Regulations. They have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management.

The Company has also received necessary details from Independent Directors in connection with their enrolment in the Data Bank created by Ministry of Corporate Affairs.

COMMITTEES OF THE BOARD

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

MEETINGS OF THE BOARD

During the year under review, 10 (Ten) meetings of the Board of Directors of the Company were held. The details of date of above meetings including the attendance of the Directors are given in the Corporate Governance Report which forms part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER

The Company has established a vigil mechanism to provide a framework to promote responsible and secure whistle blowing and to provide a channel to the employee(s) and Directors to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or policy/ies of the Company, as adopted/framed from time to time. The mechanism provides for adequate safeguards against victimisation of employee(s) and Directors to avail mechanism and also provide for direct access to the Chairperson of the Audit Committee in exceptional cases.

SUBSIDIARY, JOINT VENTURE, HOLDING COMPANY AND ASSOCIATE COMPANIES

During the year under review, your Company has the following subsidiaries and joint venture:

Travel News Services (India) private limited ("TNSI")

TNSI is a wholly owned subsidiary of the Company and is mainly into retail trade of confectionery, food, beverages, accessories etc. and it operates at various airports, corporate parks and also at universities in Delhi and NCR region under the brand name "WHSmith". During the year under review, it has reported income from operations amounting to Rs.34.80 crore and its net loss stood at Rs.3.92 crore.

TNSI Retail Private Limited ("TNSI Retail")

TNSI Retail is subsidiary of TNSI and is mainly into retail trading and operates at Metro stations in Delhi and NCR under the brand name "WHSmith" and also deals in wholesale trading. During the year under review, it has reported income from operations amounting to Rs.12.82 crore and its net loss stood at Rs.2.27 crore.

Welcome Retail Private Limited ("WRPL")

WRPL is a joint venture of TNSI & Rozeus Retail Private Limited (f.k.a Flemingo Retail Private Limited) and is into business of setting-up, developing, operating, renting and sub-leasing services for various spaces mainly at airports and metro stations. During the year under review, it has reported income from operations amounting to Rs.9.20 crore and its net profit stood at Rs.13.99 crore.

Future 7-India Convenience Limited (f.k.a SHME Food Brands Limited) ("Future7-India")

Future 7-India is incorporated mainly with object to operate, develop, maintain and run convenience stores and commercial establishments of similar nature. Pandemic has affected the retail business in India and in view of this, Future 7-India didnt opened any stores as on March 31, 2021. During the year under review, there was no income from operations and incurred a net loss of Rs.17.30 crore.

Future Retail LLC ("FRLLC")

FRLLC a joint venture was incorporated in Oman to operate "fbb" brand fashion outlets in Oman and across other member states of GCC. In view of pandemic faced by all retailers across various places and considering very limited growth opportunities, the Board of FRLLLC had decided to voluntarily liquidate the entire operations and entity as permitted under local laws of Oman. As on year end, the FRLLLC is in process of voluntary liquidation.

INDIAN ACCOUNTING STANDARD (IND AS)

The financial statement for the year 2020-21 have been prepared in accordance with IND AS, prescribed under Section 133 of the Act, read with the relevant rules issued thereunder and the other recognised accounting practices and policies to the extent applicable.

CONSOLIDATED FINANCIAL STATEMENT

During the year under review, the Board has reviewed the affairs of subsidiaries and joint venture. The Consolidated Financial Statement of the Company is prepared in accordance with the Act and applicable IND AS along with the relevant documents and Auditors Report thereon forms part of this Annual Report.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statement of the subsidiaries and joint venture in the prescribed Form AOC-1 is attached to the financial statement, which forms part of this Annual Report.

In accordance with the provisions of Section 136(1) of the Act, the Annual Report of the Company containing therein the audited standalone and consolidated financial statement and the audited financial statements of each of the subsidiary companies have been placed on the website of the Company. The audited financial statements in respect of subsidiaries shall also be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of ensuing AGM. The aforesaid documents are also available to Members interested in obtaining the same upon a request made to the Company.

PERFORMANCE EVALUATION OF BOARD

As required by the provisions of the Act and SEBI Listing Regulations, the Board has carried out an annual evaluation of performance of its own, the Committees thereof, the Chairman and the Directors individually.

Based on guidance note and process set by NRC, the performance of the Board was evaluated after seeking inputs on all the relevant factors from all the Directors on the basis of criteria such as the Board and Committee composition, structure, effectiveness of board processes, information and functioning etc.

The performance of the Committees were evaluated by the Board after taking input from the respective Committee members on all the relevant factors material for evaluation purpose.

A separate exercise was carried out at meeting of Independent Directors to evaluate the performance of individual Directors including the Chairman of the Board, who were inter-alia evaluated on various parameters like - level of engagement, contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Independent Directors was also carried out by the entire Board except the Director being evaluated.

The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

The Directors expressed their satisfaction with the evaluation process and suggestions made by them were noted by the Board.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act, has been disclosed in the Corporate Governance Report which forms part of this Annual Report.

The details of remuneration to Non-Executive Director, is given in Corporate Governance Report forming part of this Annual Report.

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL

The Company has a well-defined risk management framework in place, which provides an integrated approach for identifying, assessing, mitigating, monitoring and reporting of risks associated with the businesses of the Company.

The Risk Management Committee is working to monitor and review risk management, assessment and minimisation procedures and to develop, implement and monitor the risk management plan and identify, review and mitigate all elements of risks which the Company may be exposed to.

The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Audit Committee and the Board also periodically reviews the risk management assessment and minimisation procedures.

The Company has in place adequate internal financial controls with reference to financial statements. Key risks and threats to the Company and internal controls and their adequacy are analysed in the Management Discussion and Analysis, which forms part of this Annual Report.

EMPLOYEES STOCK OPTIONS PLAN

In past, the Members of the Company have approved the FRL ESOP - 2016 and also approved to offer, issue and allot at any time or to acquire by way of secondary acquisition, to or for the benefit of eligible employees under FRL ESOP - 2016, not exceeding 90,00,000 Equity Shares of Rs.2/- each, in one or more tranches, at such price and on such terms and conditions as may be fixed or determined by the NRC and/or People Office.

Pursuant to the applicable provisions of the Act and the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("SBEB Regulations"), the Company has set up Future Retail Limited Employees Welfare Trust ("Trust") for implementation of the said Scheme.

The applicable disclosures as stipulated under SBEB Regulations as on March 31, 2021 with regard to the FRL ESOP - 2016 are provided in Annexure - III to this Report.

The Company has constituted Employees Gratuity Trust in name of "Future Retail Limited - Employees Gratuity Trust" and constituted a Fund through Trust in the name of "Future Retail Employees Superannuation Trust" for benefits of eligible employees of the Company.

CREDIT RATING

The details pertaining to credit rating obtained or assigned during the year under review is given in Corporate Governance Report forming part of this Annual Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in offering a safe and harassment free workplace for every individual working in the Company through various training, awareness and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a policy on prevention of sexual harassment at workplace and policy aims at prevention of harassment of employees as well as contractors and also lays down the guidelines for identification, reporting and prevention of sexual harassment. The Company has complied with the provisions relating to Internal Complaints Committee ("ICC"). Further, ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines as provided in the policy. ICC conducts training workshop mainly focusing on investigation skills, basic counselling skills like listening, paraphrasing and dealing with biases through various kind of case studies, role plays activities based on real life examples, role of ICC, critical attitudes of an ICC member and investigation process & report writing, etc.

Information regarding the no. of complaints received/ resolved/remained unresolved during the year under review is given in Corporate Governance Report forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY STATEMENT

In terms of the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility Committee ("CSR Committee"). The composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report, which forms part of this Annual Report.

The necessary disclosures as required in above mentioned Rules in prescribed form is annexed as Annexure - IV to this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantee and investment by the Company which are covered under the provisions of Section 186 of the Act, is provided in Notes forming part of financial statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, related party transactions entered into by the Company with related parties as defined under the Act and SEBI Listing Regulations were reviewed / approved by the Audit Committee and were entered into in the ordinary course of business and on an arms length basis. There were no materially significant transactions entered into with the related parties that may have potential conflict with the interests of the Company at large.

Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature with related parties.

A statement of all such related party transactions was presented before the Audit Committee on periodic and need basis for its review and approval.

Particulars of contracts or arrangements with related parties as required under Section 134(3)(h) of the Act, in the prescribed Form AOC-2 is given in Annexure - v which forms part of this Report.

Disclosure of transactions with related parties (including entity belonging to the Promoter/Promoter Group which hold(s) 10% or more shareholding in the Company) as required under SEBI Listing Regulations and the applicable Accounting Standards have been given in the Notes forming part of the financial statement.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Act, the Board, to the best of its ability confirms that:

i. i n the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. 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 loss of the Company for the year ended March 31, 2021;

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

iv. they have prepared the annual accounts for the financial year ended March 31, 2021 on a going concern basis;

v. t hey have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

AUDIT COMMITTEE

As on March 31,2021, the Audit Committee of the Company comprised of three Independent Directors and Managing Director as its members. Ms. Gagan Singh, Independent Director acting as Chairperson of the Committee. Other Members include Mr. Ravindra Dhariwal, Ms. Sridevi Badiga and Mr. Rakesh Biyani. During the year under review, there were no instances where the Board did not accept the recommendations of the Audit Committee.

Consequent to resignation of Ms. Sridevi Badiga as Independent Director effective June 01, 2021, she also ceased to be member of the Audit Committee. The Board had appointed Mr. Jacob Mathew as an Independent Director effective July 27, 2021 and also as Member of the Audit Committee. As on date of this Report, the details of members of the Audit Committee is as follows:

Name	Category	Designation held in the Audit Committee
Ms. Gagan Singh	Independent Director	Chairperson
Mr. Ravindra Dhariwal	Independent Director	Member
Mr. Jacob Mathew	Independent Director	Member
Mr. Rakesh Biyani	Managing Director	Member

The composition of the Audit Committee is in compliance with the applicable provisions of the Act and SEBI Listing Regulations. The terms of reference, powers and roles of the Committee are provided in the Corporate Governance Report, forming part this Annual Report.

PARTICULARS OF EMPLOYEES

The information pertaining to the 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 are provided in Annexure - VI which forms part of this Report.

In terms of the provisions Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said rules are provided in this Annual Report.

In terms of the proviso to Section 136(1) of the Act, the Annual Report is being sent to the Members of the Company excluding the aforesaid information. The said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days and Members interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. Such details are also available on Companys website at www.futureretail.co.in.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, are provided in Annexure - vil which forms part of this Report.

ANNUAL RETURN

In accordance with provisions of the Act, a copy of the Annual Return for the financial year ended March 31,2021 shall be available on the website of the Company at https:// www.futureretail.in/investors/annual-reports.html.

DETAILS UNDER REGULATION 39(4) OF SEBI LISTING REGULATIONS - UNCLAIMED SUSPENSE ACCOUNT

In accordance with provisions of Regulation 39(4) read with Schedule V of SEBI Listing Regulations, the details pertaining to outstanding shares lying in Unclaimed Suspense Account are given in Corporate Governance Report forming part of this Annual Report. All the unclaimed shares are credited to a Demat Unclaimed Suspense Account and all the corporate benefits in terms of securities, accruing on these unclaimed shares shall be credited to such account. The voting rights on these shares shall remain frozen till the rightful owner(s) claim such shares.

SECRETARIAL STANDARDS

During the year under review and in terms of Section 118(10) of the Act, the Company has complied with Secretarial Standards on meetings of the Board of Directors ("SS-1") and on General Meetings ("SS-2") as issued and amended by The Institute of Company Secretaries of India from time to time.

GENERAL DISCLOSURES

Your Directors state that:

• There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future. Other relevant details are provided in the notes to the financial statements;

• Except as disclosed in this Report, there were no other material changes have taken place that could have an impact on the financial position of the Company from the date of closure of financial year under review till the date of signing of Accounts;

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

• There were no events relating to receipt of any remuneration or commission from any of its subsidiary companies by Chairman / Managing Director of the Company;

• Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

ACKNOWLEDGEMENT

The Board of Directors would like to thank and place on record their appreciation for the sustained support and co-operation provided by its Members, Future Group entities and in particular, their employees, regulatory authorities, suppliers, customers and its banks and financial institutions. Your Directors would also like to place on record its sincere appreciation for the efforts put in by employees even during unforeseen pandemic whose efforts, hard work and dedication has enabled the Company to achieve all recognitions during the year.

for and on behalf of the Board of directors
Place: Mumbai	Kishore Biyani
Date : July 29, 2021	Chairman