Dear Members,

The Directors present the Seventh Annual Report of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2019.

Financial Performance

The financial performance of the Company is as follows:

(Rs in crore)

Review of Performance

During the year under review, your Company has recorded an increase of 27.34% in Consolidated Revenue from operations at Rs.5,728.12 crore as compared to Rs.4,498.22 crore in the previous financial year. Your Company reported an increase of 52.50% in the Consolidated Profit after Tax of Rs.193.75 crore for the year under review as compared to Rs.127.05 crore for the previous financial year.

During the year under review, your Company on standalone basis recorded an increase of 27.45% in Revenue from operations at Rs.5,377.41 crore as compared to Rs.4,219.15 crore in the previous financial year and an increase of 31.54% in the Profit after Tax of Rs.145.37 crore for the year under review as compared to Rs.110.51 crore for the previous financial year.

Review of Operations

During the year under review, your Company’s high definition fashion retail format ‘Central’ and off price branded fashion retail format ‘Brand Factory,’ have performed very well and growth in business of these two formats have been very strong.

Your Company’s power brands viz. Lee Cooper, Scullers, Indigo Nation, John Miller, BARE casuals, aLL and Jealous 21 are continuing to drive the growth of the fashion business of the Company. Lee Cooper positioned in India as an aspirational Mid-Premium brand focused at young Men, Women and Kids and having strong presence in both Apparel and Footwear categories and providing a distinct competitive edge to the brand and a strong recall among consumers.

The Company’s retail network includes 44 Central stores (40 stores in the previous year), 93 Brand Factory stores (63 store in the previous year) and 202 Exclusive Brand Outlets (EBOs) (229 EBOs in the previous year), which are spread in more than 90 cities across the country. This retail network covers over 6.76 million sq. ft. of retail space and collectively attracted over 66.20 million customer footfalls during the year under review. This retail network is backed by strong sourcing network, in house trend spotting and design teams, coupled with robust logistics, warehousing network.

Your Company with the support of Future Group’s Consumer and Digital Lab (C&D Lab) and new initiative “Tathastu - Building a limitless future’,’ would ensure better customer satisfaction together with increased penetration with the targeted customers and products range.

A detailed analysis of the Company’s performance and outlook, is included in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Dividend

The Board has recommended a dividend of Rs.1.40 (70%) per Equity Share of Rs.2.00 each for the financial year ended March 31, 2019, subject to the approval of the Members of the Company at the forthcoming Annual General Meeting (AGM).

The Dividend, if approved by the Members would entail an outflow of Rs.32.84 crore (including Dividend Distribution Tax of Rs.5.60 crore) for the financial year 2018-19 as compared to Rs.28.13 crore (including Dividend Distribution Tax of Rs.4.80 crore) for the financial year 2017-18. The dividend pay-out is in accordance with the Company’s Dividend Distribution Policy,

Transfer to General Reserves

The Board has decided not to transfer any amount to the General Reserve for the year under review.

Dividend Distribution Policy

As per regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”), the Company has a Dividend Distribution Policy, which endeavours for fairness, consistency and sustainability while distributing profits to the Members of the Company. It is given as Annexure A, which forms part of this Report and has also been disclosed on the Company’s website www.futurelifestyle.in

Credit Rating

Your Company has obtained ratings from CRISIL Limited (CRISIL) and Credit Analysis & Research Limited (CARE). During the year under review, CRISIL and CARE have reaffirmed their ratings to the Company’s long term credit facility, short term credit facility, commercial papers and Non-Convertible Debentures.

For more details, please refer to the Corporate Governance Report, which forms part of this Annual Report.

Issue of Equity Shares

Allotment under Employee Stock Options Schemes

During the year under review, an aggregate of 3,31,776 Equity Shares of Rs.2 each have been allotted to the eligible employees of the Company upon exercise of vested Stock Options in terms of FLFL Employees’ Stock Option Scheme - 2013 (FLFL ESOS-2013) and FLFL Employees’ Stock Option Plan - 2015 (FLFL ESOP-2015).

Preferential Allotment

During the year under review, pursuant to the approval of the Members of the Company at their Extraordinary General Meeting held on June 14, 2018, the Company has allotted 38,22,464 Equity Shares of Rs.2 each to Spectacular Investments Pte Limited at a price of Rs.445.50 per Equity Share for an aggregate amount of Rs.170.29 crore, by way of preferential allotment on June 21, 2018.

Consequent to the above allotments, the paid-up Equity Share Capital of the Company as at March 31, 2019 was Rs.38,91,36,154/divided into 19,45,68,077 Equity Shares of Rs.2 each, fully paid-up.

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

Debentures

During the year under review, the Company has made timely payment of interest in respect to 3,500 8.70% Senior, Secured, Listed, Rated, Redeemable Non-Convertible Debentures of face value of Rs.10.00 lakh each.

Significant Events occurred during the year Investment in Koovs plc

During the year under review, your Company has subscribed 5,78,76,600 new Ordinary Shares of Koovs plc at a price of £0.10 per Ordinary Share.

Koovs plc is a public company, incorporated in England and listed on Alternative Investment Market of London Stock Exchange. Koovs plc is engaged in the e-commerce fashion business. This investment would enable the Company to access design capabilities of Koovs plc as well as online e-commerce platform to gain online presence of its fashion brands.

It would also help to build an offline presence of apparels brands of the Koovs plc and enhance equity value of the aforesaid investment through enhanced distribution, reduction in sourcing and logistic costs, etc.

Your Company holds 16.25% of Ordinary Share Capital of Koovs plc as on March 31, 2019.

Investment in Joint Ventures

During the year under review, your Company in joint venture with Travel Retail Services Private Limited, has incorporated the following Special Purpose Vehicles (SPVs) as Subsidiary Companies on May 30, 2018, in the ratio of 51:49, to develop, market, setup, operate, maintain and manage the retail outlets / space at airports located at Goa, Bhubaneswar, Lucknow and Guwahati:

FLFL Travel Retail West Private Limited FLFL Travel Retail Lucknow Private Limited FLFL Travel Retail Guwahati Private Limited FLFL Travel Retail Bhubaneswar Private Limited

Directors’ Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, (“the Act”), your Directors, based on the representations received from the Operating Management and after due enquiry, confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2019, the applicable accounting standards have been followed;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) they have taken proper and sufficient care towards 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 irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down Internal Financial Controls, which are adequate and are operating effectively;

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

Directors and Key Managerial Personnel

Mr. Rakesh Biyani and Ms. Avni Biyani, retire by rotation at the forthcoming AGM and being eligible, offer themselves for re-appointment.

During the year under review, Mr. Ravinder Singh Thakran was appointed as an Additional Director by the Board with effect from May 21, 2018. Subsequently, based on the recommendation of the Nomination and Remuneration Committee and the Board, the Members of the Company at their Annual General Meeting held on August 29, 2018 have appointed Mr. Ravinder Singh Thakran as Director of the Company

The Board, based on the nomination by Mr. Thakran and recommendation by the Nomination and Remuneration Committee, has appointed Mr. Narayan Ramachandran as an Alternate Director to Mr. Thakran with effect from August 07, 2018.

Mr. Shailesh Haribhakti and Dr. Darlie Koshy were appointed as Independent Directors on the Board of the Company for a period of five years with effect from August 08, 2014. The first tenure of Mr. Shailesh Haribhakti and Dr. Darlie Koshy as Independent Directors would come to an end on August 07, 2019.

The Board, based on the recommendation of the Nomination and Remuneration Committee and performance evaluation carried outby the Board, have unanimously re-appointed Mr. Shailesh Haribhakti and Dr. Darlie Koshy as Independent Directors of the Company for the second term of five consecutive years with effect from August 08, 2019, subject to the approval of the Members of the Company,

Mr. Kishore Biyani was appointed as the Managing Director of the Company for a period of three years with effect from June 25, 2016. Accordingly, the present tenure of Mr. Kishore Biyani as the Managing Director of the Company would come to an end on June 24, 2019.

The Board, based on the recommendation of the Nomination and Remuneration Committee and performance evaluation carried out by the Board, have unanimously re-appointed Mr. Kishore Biyani as the Managing Director of the Company for the period of five years with effect from June 25, 2019, subject to the approval of the Members of the Company,

The Company has received declarations from all the Independent Directors of the Company confirming that each of them meet the criteria of independence as provided in section 149(6) of the Act along with Rules framed thereunder and regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company

The necessary resolutions for re-appointment of Mr. Shailesh Haribhakti, Dr. Darlie Koshy and Mr. Kishore Biyani, are being placed before the Members for their approval at the forthcoming AGM.

Additional information on appointment/re-appointment of directors as required under regulation 36 of the Listing Regulations is given in the Notice convening the forthcoming AGM.

Number of Meetings of the Board

During the year under review, six meetings of the Board of Directors of the Company were held. The details of dates of Board meetings and attendance of Directors, are given in the Corporate Governance Report, which forms part of this Annual Report.

Subsidiary / Associate / Joint Venture Companies

Subsidiary Companies Future Trendz Limited (FTL)

FTL is holding company of Future Speciality Retail Limited Presently, your Company holds 100.00% of the paid-up equity capital of FTL.

Future Speciality Retail Limited (FSRL)

FSRL is inter-alia carrying on fashion retail business of the Brand ‘Lee Cooper.’ FSRL is continuously striving towards its vision of being in the top three Jeans wear brands in the country by leveraging the proposition of its vital spark - Denim and creating a repository of innovation and design every year. The brand’s strategic approach to focus on social media and digital promotions has garnered the right targeted visibility. Its public relation efforts is widening its reach to millennial and Generation Z.

During the year under review, FSRL has secured a long-term footwear license for the agreed territory including India, Nepal and Bhutan. This license along with the existing apparel license has enabled FSRL to expand its offering across multiple opportunities for all consumers spanning men, women and kids.

Over the years, Brand “Lee Cooper” has rapidly expanded and has increased its footprint to 796 doors with 1528 Point of Sales (POS) and presence in more than 200 cities. FSRL also piloted Lee Cooper exclusive brand outlets with complete brand offerings and the results are encouraging.

FLFL Business Services Limited (FBSL)

FBSL is engaged in the business of providing services to fashion retail business. Presently, your Company holds 100.00% of the paid-up equity capital of FBSL.

FLFL Travel Retail West Private Limited (FTRWPL)

FTRWPL is engaged in the business of developing, marketing, setting up, operating, maintaining and managing the retail outlets at the Goa airport. Presently, your Company holds 51.00% of the paid-up equity capital of FTRWPL.

FLFL Travel Retail Lucknow Private Limited (FTRLPL)

FTRLPL is engaged in the business of developing, marketing, setting up, operating, maintaining and managing the retail outlets at the Lucknow airport. Presently, your Company holds 51.00% of the paid-up equity capital of FTRLPL.

FLFL Travel Retail Guwahati Private Limited (FTRGPL)

FTRGPL is engaged in the business of developing, marketing, setting up, operating, maintaining and managing the retail outlets at the Guwahati airport. Presently, your Company holds 51.00% of the paid-up equity capital of FTRGPL.

FLFL Travel Retail Bhubaneswar Private Limited (FTRBPL)

FTRBPL is engaged in the business of developing, marketing, setting up, operating, maintaining and managing the retail outlets at the Bhubaneswar airport. Presently, your Company holds 51.00% of the paid-up equity capital of FTRBPL.

Associate Company

FLFL Lifestyle Brands Limited (FLBL)

FLBL is, inter-alia, engaged in the business of making investment in fast growing fashion companies and fashion brands such as Turtle, Clarks, Cover Story, ancestry, Mineral, Spunk, celio*, Holii, Tresmode, Giovani, Mother Earth, etc. FLBL believes in nurturing the brands value by making them recognisable and competitive in the fashion industry. Presently, your Company holds 49.02% of the paid-up equity capital of FLBL.

Joint Ventures

Clarks Future Footwear Private Limited (Clarks)

Clarks, joint venture between the Company, C&J Clark International Limited and FLBL, is engaged in the business of single brand wholesale and retailing of footwear and accessories. The Brand “CLARKS” is world’s largest casual and smart shoe brand. Presently, your Company holds 1.00% of the paid-up equity capital of Clarks and 49.00% of the paid-up equity capital of Clarks is held by FLBL, an associate company of the Company,

Celio Future Fashion Private Limited (Celio)

Celio deals in the retail trading and distribution of men’s ready to wear garments under single brand “celio*” Decoding trends to offer smart and contemporary menswear is the brand’s forte. Showcasing collections oriented to the different moments of a man’s life, Celio captures effortless style for men. Presently, FLBL, an associate company of the Company holds 2.09% of the paid-up equity capital of Celio.

Consolidated Financial Statements

As on March 31, 2019, the Company has six direct subsidiaries, one step down subsidiary and one associate company

During the year under review, the Board has reviewed the affairs of the subsidiaries. The Consolidated Financial Statements of the Company and its subsidiaries and associate companies, prepared in accordance with the Act and applicable Indian Accounting Standards (Ind AS) along with all relevant documents and the Auditors’ Report thereon, which 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 statements of the Company’s subsidiaries and associates as on March 31, 2019 in the prescribed Form AOC-1 is attached to the Financial Statements of the Company, 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 standalone and 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 at www.futurelifestyle.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 forthcoming AGM.

The aforesaid documents relating to subsidiary companies would be made available to any Member interested in obtaining the same upon a request made to the Company.

Audit Committee

The details of composition of the Audit Committee as required under the provisions of section 177 of the Act and Listing Regulations are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

There were no instances where the Board had not accepted any of the recommendations of the Audit Committee.

Auditors and Auditors’ Report Statutory Auditors

Pursuant to the provisions of section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. NGS & Co. LLP, Chartered Accountants (Firm Registration No.119850W) has been appointed as the Statutory Auditors of the Company to hold office for a term of five years from the conclusion of the Fifth AGM of the Company held on August 29, 2017 until the conclusion of the Tenth AGM of the Company to be held in the year 2022.

The Company has received a certificate from the Statutory Auditors confirming that they are eligible to continue as Statutory Auditors of the Company under section 141 of the Act.

The Auditors’ Report on the Financial Statements of the Company for the financial year ended March 31, 2019 is issued with unmodified opinion.

Secretarial Auditor

M/s. Sanjay Dholakia & Associates, Practicing Company Secretary (Membership No. 2655 / Certificate of Practice No.1798) were appointed as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2018-19, as required under section 204 of the Act and Rules made thereunder.

The Secretarial Audit Report for the financial year 2018-19 is given as Annexure B, which forms part of this Report.

The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Business Responsibility Report

Pursuant to regulation 34(2)(f) of the Listing Regulations, a Business Responsibility Report forms 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 all risks associated with the business of the Company,

A systematic risk culture has been evolved in the Organisation by following various standard operating processes and corporate policies for mapping, assessing and monitoring of various risks and their mitigation measures. Risks associated to the business of the Company were being periodically reviewed by the Management at ‘Samiksha’ meetings and updates on risk management were presented to the Risk Management Committee.

The Audit Committee and the Board periodically reviewed the risk 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 Report.

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations in future.

Board Evaluation

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out an annual evaluation of performance of its own, the Committees thereof and the Directors.

The Nomination and Remuneration Committee, in order to facilitate the performance evaluation process, laid down the evaluation criteria for the performance of Executive / Non-Executive / Independent Directors, Committees and the Board as a whole and approved specific evaluation templates. These templates were circulated to each of the Director, as applicable, to provide feedbacks and onward submission to the Chairperson of the Board or separate meeting of Independent Directors.

The Directors were requested to provide their valuable feedbacks and suggestions on the overall functioning of the Board and its Committees and the areas of improvement for a higher degree of engagement with the management. Accordingly, Directors submitted their feedbacks on various parameters such as composition, meetings, dynamics, participations, oversight on functioning, risk management, execution of specific duties, quality, quantity and timeliness of flow of information, deliberations at the meeting, value addition, independence of judgement, decision making, management actions, etc.

The performance evaluation of individual Directors were reviewed on parameters such as engagement, leadership, analysis, quality of decision making, interactions, integrity, corporate governance, responsibility towards stakeholders, contribution, attendance, inter-personal relationship, etc.

The Independent Directors at their separate meeting held on May 01, 2019, based on the feedbacks received from the Directors, reviewed the performance evaluation of Directors, the Board as a whole, the Chairperson of the Board after taking into account the views of executive directors and non-executive directors of the Company and also assessed the quality, quantity and timelines of flow of information between the Company Management and the Board.

The Independent Directors were satisfied with the overall functioning of the Board, its various Committees and with the performance of other Non-Independent Directors. They also appreciated the exemplary leadership role of the Chairperson of the Board, in upholding the highest values and standards of corporate governance.

The Board expressed its satisfaction with the evaluation results, which reflects the high degree of engagement of the Board and its Committees with the Company and its Management.

Policy on Directors’ Remuneration

The Company’s remuneration policy for Directors, Key Managerial Personnel and other employees of the Company, has been disclosed in the Corporate Governance Report, which forms part of this Annual Report, and also available at the Company’s website at www.futurelifestyle.in

Corporate Social Responsibility (CSR)

The composition and terms of reference of the Corporate Social Responsibility (“CSR”) Committee is provided in the Corporate Governance Report, which forms part of this Annual Report.

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

Employees Stock Options

The Company has in force Future Lifestyle Fashions Limited Employee Stock Options Scheme - 2013 (FLFL ESOS-2013) and Future Lifestyle Fashions Limited Employee Stock Options Plan -2015 (FLFL ESOP-2015).

The disclosures as required under the Act and SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to the FLFL ESOS-2013 and FLFL ESOP-2015 are given in Annexure D to this Report and also available on the Company’s website www.futurelifestyle.in

Deposits from Public

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as at March 31, 2019.

Corporate Governance

The Company’s Corporate Governance Report for the year under review, forms part of this Annual Report.

A certificate from the Statutory Auditors of the Company regarding the compliance with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D of Schedule V of the Listing Regulations, is annexed to Corporate Governance Report and forms part of this Report.

Management Discussion and Analysis

The Management Discussion and Analysis as required under regulation 34 read with Schedule V of the Listing Regulations, forms part of this Annual Report.

Particulars of Employees

The information pertaining to remuneration and other details as required under section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure E, which forms part of this Report.

In terms of the provisions of section 197(12) of the Act read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement of particulars of the employees as required under the said Rules is provided in a separate Annexure forming part of this Report.

In accordance with the provisions of the second proviso to section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at the Registered Office of the Company during the working hours for a period of 21 days before the date of forthcoming AGM.

The aforesaid information would be made available to any Member interested in obtaining the same upon a request made to the Company.

Secretarial Standards

During the year under review, the Company has complied with the applicable provision of Secretarial Standards on meetings of the Board of Directors (“SS-1”) and on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India in terms of section 118(10) of the Act.

Disclosure Requirements

- Details of familiarisation programs imparted to Independent Directors are available on the website of the Company at the link https://www.futurelifestyle.in/Admin/pdf/Details_ Familiarization_Programs_Imparted_to_Independent_ Directors_2018-19.pdf

- Policy for determining material subsidiaries of the Company is available on the website of the Company at the link https://www.futurelifestyle.in/Admin/pdf/Mat_Sub_Policy.pdf

- Policy for determining Materiality of Events of the Company is available on the website of the Company at the link https://www.futurelifestyle.in/Admin/pdf/ Policy_for_Determining_Materiality_of_Events.pdf

- Policy for archival of documents of the Company is available on the website of the Company at the link https://www. futurelifestyle.in/Admin/pdf/Archival_Policy.pdf

- The code of conduct for Directors and senior management of the Company is available on the website of the Company at the link https://www.futurelifestyle.in/Admin/pdf/FLFL_Code_of_ Conduct_of_Directors_and_Senior_Management.pdf

- Policy on dealing with related party transactions is available on the website of the Company at the link https://www. futurelifestyle.in/Admin/pdf/RPT_Policy.pdf

- Maintenance of cost records and requirement of cost audit as prescribed under the provisions of section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company

- There are no material changes affecting the financial position of the Company, subsequent to the end of the financial year 2018-19 till the date of this Report.

- There has been no change in the nature of business of the Company.

Vigil Mechanism and Whistle Blower Policy

The Company has Vigil Mechanism and Whistle Blower Policy for Stakeholders of the Company to report genuine concerns that could have serious impact on the operations and performance of the business of the Company and also available on the Company’s website at www.futurelifestyle.in

Disclosure under the Sexual Harassment of Women at workplace (prevention, prohibition and redressal) act, 2013

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

The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. The Company has an Internal Complaints Committee (ICC), in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. ICC has its presence at the Company’s offices and stores.

During the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Particulars of Loans, Guarantees and Investments

The details of loans, guarantees, investments and security, as required under the provisions of section 186 of the Act are provided in the note no. 38 in Notes forming part of the Financial Statements, which forms part of this Annual Report.

Particulars of Contracts or Arrangements with Related Parties

During the year under review, all transactions entered into by the Company with related parties were in the ordinary course of business and on an arm’s length basis. 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 F, which forms part of this Report.

Disclosure of transactions with related parties as required under Listing Regulations and the applicable Accounting Standards is given in the note no. 34 in the Notes forming part of the Financial Statements.

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, foreign exchange earnings and outgo, are given in Annexure G, which forms part of this Report.

Investors Education and Protection Fund (IEPF)

Pursuant to section 124 of the Act, dividends that are unclaimed for a period of seven years are required to be transferred to the IEPF, established by the Government of India. During the year under review, there were no outstanding amount of unclaimed dividends which was liable to transfer to the IEPF.

The details of unclaimed dividends / entitlements, liable to be transferred to IEPF are as under:

Extract of Annual Return

In accordance with section 134(3)(a) of the Act, an extract of annual return in the prescribed Form MGT-9 is given in Annexure H, which forms part of this Report. The copy of the draft Annual Return is also available on the Company’s website at www.futurelifestyle.in

Awards and Recognition

During the year under review, the Company’s retail formats/brands have been conferred the following awards and recognition:

Brand Factory

- Brand Factory’s #Made For Mumbai Campaign by Ideate Labs - Special Mention at vIDEA 2019 - Video Content in a Social Media Marketing Campaign

- ’Silver (Grand Prix AWARD) - Social Media Brand of the Year’ in ACEF Global Customer Engagement Award.

- GOLD for its ‘Free Shopping Week’ at Digixx 2019.

- Global Awards for Retail Excellence at ET Now for Best Use of Social Media for ‘Free Shopping Week’

Central

- Central at Vasant Kunj, Delhi won Gold for ‘Best Department Store’ at VM&RD Retail Design award 2019.

- ’Best Brand Activation Retail’ at The Activation Venues Forum (TAVF) 2018.

- GOLD in Brand Equity’s Kaleido Award, for the Best Campaign in Fashion, Beauty and Lifestyle category,

Acknowledgement

The Board thanks our customers, bankers, investors, shareholders, vendors and other stakeholders for their continued support and patronage, extended to the Company and places on records its sincere appreciation of the wholehearted contribution made by our employees, for the Company’s consistent growth and achievements.

For and on behalf of the Board of Directors

Mumbai Shailesh Haribhakti

May 01, 2019 Chairperson