DIRECTORS' REPORT

Dear Shareholders,

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

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

BUSINESS OPERATIONS

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

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

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

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

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

We are putting all our endeavours into having a resolution for
your Company this financial year with the lenders settling
their dues from the monetization proceeds. Then we focus on
growing the Company from a smaller base with our portfolio of
brands, and we are confident that we can get back to achieving
the Company’s vision.

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

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

cost of ' 18,665.72 Lakhs recognised majorly on account of
Impairment on 'Asset Held for Sale’.

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

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

FUTURE OUTLOOK

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

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

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

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

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

UNCLAIMED SHARES

In terms of the provisions of Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as
amended ("SEBI Listing Regulations"), details about unclaimed
shares in suspense account as on 31^st March, 2023 are as under:

TRANSFER TO RESERVES

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

DIVIDEND

In view of losses incurred and with an objective to conserve the
resources, your Directors have not recommended any dividend
on equity shares for the financial year ended 31^st March, 2023.

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

SCHEME OF ARRANGEMENT

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

companies involved in the Scheme voted against the Scheme as
per the e-voting result of their respective meetings, the subject
Scheme was not implemented.

The Scheme of Arrangement comprising of the merger of
wholly-owned subsidiaries viz. Future Food and Products Limited
and Future Food Processing Limited ("Transferor Companies")
with the Company ("Scheme 1"), filed with the Hon’ble NCLT
during the financial year 2021-22, is pending for final order to be
passed by Hon’ble NCLT.

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

During the financial year 2022-23, the Scheme of Amalgamation
pursuant to Section 230 to 232 and other applicable provisions
of the Companies Act, 2013 for amalgamation between Bloom
Foods and Beverages Private Limited ("BFBPL" or "Transferor
Company No.1" ) and Nilgiris Franchise Limited ( "NFL" or
"Transferor Company No.2") and Nilgiri’s Mechanised Bakery
Private Limited ( "NMBPL" or "Transferor Company No.3") and
Future Consumer Limited ('FCL' or 'Transferee Company') and
their respective shareholders was also approved by the Board of
respective companies. The Transferor and Transferee companies
have filed the draft scheme with Hon’ble NCLT, Mumbai Bench,
which is pending for approval.

INCREASE IN SHARE CAPITAL

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

As on 31^st March, 2023, your Company had following Subsidiary
and Joint Venture companies:

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

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

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

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

As on 31^st March, 2023, FCL Tradevest Private Limited, Bloom
Foods and Beverages Private Limited, Aadhaar Wholesale
Trading and Distribution Limited and Future Food and Products
Limited have been identified as material subsidiaries of the
Company as per the thresholds laid down under the aforesaid
policy.

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

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

FINANCIAL STATEMENTS

Pursuant to the Companies (Indian Accounting Standards) Rules,
2015 ("IND AS") notified by the Ministry of Corporate Affairs,
the Company has adopted the Indian Accounting Standards
with effect from 1^st April, 2016. Accordingly, the Standalone
and Consolidated Financial Statements of the Company and
its subsidiaries, for the year ended 31^st March, 2023 have been
prepared in accordance with IND AS.

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

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

Details of loans granted, guarantees provided and investments
made by the Company under the provisions of Section 186 of
the Companies Act, 2013, are provided under Note No. 39 to
Standalone Financial Statements of the Company, forming part
of this Annual Report.

RELATED PARTY TRANSACTIONS

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

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

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

INTERNAL AUDIT AND INTERNAL FINANCIAL
CONTROLS

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

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

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

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

• Accuracy and completeness of the accounting records

• Compliance with applicable laws and regulations

• Effectiveness and efficiency of operations

• Prevention and detection of frauds and errors

• Safeguarding of assets from unauthorised use or losses.

Based on the assessment carried out by the Company, the
internal financial controls were adequate and effective and no
reportable material weakness or significant deficiencies in the
design or operation of internal financial controls were observed,
during the financial year ended 31^st March, 2023.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

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

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

The Company has received declaration from Mr. Birendra Kumar
Agrawal confirming that he meets the criteria of independence
as provided under sub-section (6) of Section 149 of the
Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

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

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

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

As on 31^st March, 2023, in terms of confirmation received from
respective Director(s), none of the Directors are disqualified
for appointment/re-appointment under Section 164 of the
Companies Act, 2013. The Company has received individual
declarations from following Independent Director(s) of the
Company as on 31^st March,2023, stating that they meet the
criteria of independence as provided under sub-section (6) of
Section 149 of the Companies Act, 2013 and Regulation 16(1)(b)
of the SEBI Listing Regulations :

a) Mr. G. N. Bajpai

b) Ms. Neelam Chhiber

In terms of Regulation 25(8) of the SEBI Listing Regulations,
the Independent Director(s) have confirmed that they are not

aware of any circumstance or situation which exists or may be
anticipated that could impair or impact their ability to discharge
their duties with an objective independent judgment and
without any external influence. The Board is of the opinion that
Independent Directors possess highest standards of integrity
and requisite expertise and experience required to fulfil the
duties as an Independent Director of the Company.

During the year under review, Ms. Ashni Biyani resigned
as Managing Director of the Company with effect from
12^th May, 2022 and ceased to be Key Managerial Personnel of the
Company. Further, Mr. Jude Linhares resigned as an Executive
Director of the Company with effect from 15^th April, 2022.

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

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

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

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

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

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

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

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

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

MEETINGS OF THE BOARD OF DIRECTORS

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

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

AUDIT COMMITTEE

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

a. Mr. G. N. Bajpai

b. Mr. Amit Kumar Agrawal

c. Ms. Neelam Chhiber

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

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

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

a. Ms. Ashni Biyani

b. Mr. Kishore Biyani

c. Ms. Neelam Chhiber

RISK MANAGEMENT COMMITTEE

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and
Regulation 21 of SEBI Listing Regulations, Risk Management
Committee is in place and as on 31^st March, 2023, the composition
of Risk Management Committee has been as under:

a. Ms. Neelam Chhiber

b. Ms. Ashni Biyani

c. Mr. Raiendra Baiai

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

PERFORMANCE EVALUATION OF BOARD

The Board had carried out an annual evaluation of its own
performance, committees and individual directors pursuant
to the provisions of the Act and SEBI Listing Regulations for
the financial year 2022-23. The evaluation process was carried
out through a web based application in terms of a structured
questionnaire in accordance to the Guidance Note on Board
Evaluation issued by Securities and Exchange Board of India.

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

The performance of the Committees was evaluated by majority
of the Board Members after seeking inputs from the Committee
members on the basis of the criteria such as the composition
of Committees, effectiveness of Committee meetings,
information shared and participation of members. In respect
of evaluation for performance of the Board, the parameters
inter alia comprised of key areas such as Board composition,
competency of Directors, diversity, frequency of Board and
Committee meetings, information sharing and disclosures
made to the Board and its Committees. The responses received
on evaluation of the Board and its Committees and that of the
individual Directors were shared with the Chairman.

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

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

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

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

VIGIL MECHANISM AND WHISTLE BLOWER
POLICY

The Company has established a Vigil Mechanism and Whistle
Blower Policy to provide a framework for promoting responsible
and secure whistle blowing and to provide a channel to the
employee(s), Directors and other stakeholders to report to the
management, concerns about unethical behavior, actual or
suspected fraud or violation of the code of conduct or policy/ies
of the Company. The details of said vigil mechanism is given in
Corporate Governance Report, which forms part of this Annual
Report.

NOMINATION AND REMUNERATION POLICY

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

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY
STATEMENT

The Company has constituted a Corporate Social Responsibility
Committee ("CSR Committee") in accordance with Section
135 of the Companies Act, 2013. The Board of Directors of

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

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

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

RISK MANAGEMENT POLICY AND INTERNAL
ADEQUACY

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

It involves:

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

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

• Effective communication; and

• Accountability in decision making.

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

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

AUDITORS AND AUDITORS' REPORT

M/s. S R B C & CO LLP, Chartered Accountants, (Firm’s
Registration No: 324982E/E300003) resigned as the Statutory
Auditors of the Company with effect from 14^th August, 2023.

Based on the recommendation of the Audit Committee, the
Board of Directors had at their meeting held on 14^th August,
2023, approved appointment of M/s. Borkar and Muzumdar,
Chartered Accountants, registered with the Institute of
Chartered Accountants of India having Firm’s Registration No.
101569W, as Statutory Auditors with effect from 14^th August,
2023, to fill the casual vacancy in the office of Statutory
Auditors due to resignation of existing Statutory Auditors of the
Company. M/s. Borkar and Muzumdar, Chartered Accountants,
Statutory Auditors appointed by the Board shall hold office upto
the date of the ensuing Annual General Meeting,

Further, based on the recommendation of the Audit Committee,
the Board of Director have at their meeting held on 14^th August,
2023, recommended the appointment of M/s. Borkar and
Muzumdar, Chartered Accountants, as the Statutory Auditors of
the Company for the approval of Members at the ensuing Annual
General Meeting ("AGM"), for a period of five years, to hold office
from the conclusion of the ensuing 27^th AGM till the conclusion
of the 32^nd AGM of the Company.

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

The notes on financial statements referred to in the Auditors
Report are self-explanatory and do not call for any further
comments and explanations. The Auditors’ Report (on
Standalone and Consolidated Financial Statements) for the
financial year ended 31^st March, 2023 have been qualified by the
Statutory Auditors in respect of following:

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

The Audit Committee and Board of Directors at their respective
meetings while approving the said Financial Statements reviewed
such qualification made by the Statutory Auditors. In accordance
to the provisions of Section 134(3)(f) of the Companies Act,
2013 and Regulation 34(2) of SEBI Listing Regulations, a
statement containing the details of qualification, explanation by
the Board and impact of the qualifications is provided under Note
No. 50 and Note No. 51 to Standalone and Consolidated Financial
Statements of the Company respectively, forming part of this
Annual Report.

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

SECRETARIAL AUDITOR AND SECRETARIAL
AUDIT REPORT

Your Company has undertaken Secretarial Audit for the financial
year 2022-23 which, inter alia, includes audit of compliance with
the Companies Act, 2013 and the Rules made under the Act,
SEBI Listing Regulations and applicable Regulations prescribed
by the Securities and Exchange Board of India and Secretarial
Standards issued by the Institute of the Company Secretaries
of India.

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board of Directors
had appointed M/s. Sanjay Dholakia & Associates, Practicing
Company Secretary (Membership No. 2655 / CP No.1798) to
conduct the Secretarial Audit of the Company for financial year
2022-23.

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

SECRETARIAL AUDIT OF MATERIAL UNLISTED
INDIAN SUBSIDIARY

Pursuant to provisions of Regulation 24A of SEBI Listing
Regulations, Secretarial Audit was undertaken for material
subsidiaries of the Company viz. - Bloom Foods and Beverages
Private Limited, Aadhaar Wholesale Trading and Distribution
Limited, FCL Tradevest Private Limited and Future Food and
Products Limited. The Secretarial Audit Report for aforesaid
material unlisted subsidiaries is annexed to this Report as
Annexure IV-A, IV-B, IV-C and IV-D and does not contain any
qualification, reservation or adverse remark.

PUBLIC DEPOSITS

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

ANNUAL RETURN

The Annual Return as on 31^st March, 2023 in terms of
provisions of Section 92(3) read with Section 134(3)(a) of
the Companies Act, 2013 and Rules thereto, is available
on website of the Company - https://futureconsumer.in/
investors.aspx#financials-id.

PARTICULARS OF EMPLOYEES

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

In terms of the provisions of first proviso to Section 136(1) of the
Companies Act, 2013, the statement containing particulars of
top ten employees and the employees drawing remuneration in
excess of limits prescribed under Section 197 of the Companies
Act, 2013 read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is excluded from the Annual Report being sent to
the Members of the Company and will be available for inspection
by the Members upto the date of forthcoming Annual General
Meeting. If any Member is interested in obtaining a copy thereof
or inspecting the same, such Member may write to the Company
Secretary and the same shall be provided. The full Annual Report
is being sent electronically to all those members who have
registered their email addresses and is also available on the
website of the Company and Stock Exchanges.

ANNUAL REPORT

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

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

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

PARTICULARS OF EMPLOYEE STOCK OPTION
PLAN

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

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

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

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

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

MAINTENANCE OF COST RECORDS

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

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

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

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

The business activities of the Company are not specific to
any technology requirements. In the course of operations,
processes are formed and implemented to achieve operational
efficiencies in the Company and also at its subsidiaries which
assist in maintaining product quality and cost control.

In respect of the manufacturing units of the Company and its

subsidiaries, the brief particulars in respect of various steps

and initiatives taken regarding conservation of energy and

technology absorption are as under:

(A) Conservation of Energy

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

India Food Park at Tumkur has installed 3MW solar power
generating units by third party and the company has
been continuously trying to shift the power usage from
renewable energy such as solar panels and to this effect
the share of solar power usage has increased from 30% in
FY 21-22 to 42% in FY 22-23.

(iii) the capital investment on energy conservation equipments:

There was no capital investment on energy conservation
equipment for FY 2022-23 across all the business verticals
of the Company and its subsidiaries.

Conservation of Water

• Water mapping done with mass balance study.

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

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

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

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

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

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

(B) Technology absorption

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

efficiency initiatives have been done at IFPL and COP
manufacturing facilities.

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

(C) Foreign exchange earnings and outgo

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

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo:

GENERAL

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

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

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

4. The Company has complied with the provisions regarding
the constitution of the Internal Complaints Committee
("ICC") in terms of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 and Rules thereto. During the year under review,
there were no reported instances of cases filed pursuant
to Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

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

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

7. The Company has not availed any fresh loan from the Banks
or Financial Institutions during the financial year 2022-23
and therefore there is no disclosure relating to difference
between amount of the valuation done at the time of one
time settlement and the valuation done while taking loan
from the Banks or Financial Institutions.

8. During the year under review, the Company has been
unable to service its obligations towards payment of
amount of principal and interest due towards unlisted Non¬
Convertible Debentures issued by the Company to CDC
Emerging Markets Limited. The amount due was partly
paid-off during the current fiscal and presently an principal
amount of ' 158.82 Crore and accrued interest of ' 33.03
Crore is outstanding to be paid by the Company.

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

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

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

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

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

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

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

ACKNOWLEDGEMENT

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

On behalf of the Board of Directors

Birendra Kumar Agrawal
Chairman

Date: 14^th August, 2023