e) Share options granted under the Company's employee share option plan

Share options granted under the Company's employee share option plan carry no rights to dividends and no voting rights. Further details of the employee share option plan are provided in Refer Note 34.

f) Rights, Preferences and Restrictions attached to equity shares:

i) The Company has one class of equity shares having a par value of Rs.6 per share. Each holder of equity share is entitled to one vote per share.

ii) Right to receive dividend as may be approved by the Board of Directors / Annual General Meeting.

iii) The equity shares are not repayable except in the case of a buy back, reduction of capital or winding up in terms of the provisions of the Companies Act, 2013.

iv) Every member of the Company holding equity shares has a right to attend the General Meeting of the Company and has a right to vote in proportion to his share of the paid-up capital of the Company.

g) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Description of reserves Capital reserve

Capital reserve is created for excess of net book value of assets taken and liabilities assumed over the consideration transferred for various business combinations in earlier years. The same will be utilized as per the provisions of Companies Act 2013 (as amended from time to time) and any other law guiding the utilization of the same, for the time being in force.

Securities premium account

Where the Company issued shares at a premium, a sum equal to the aggregate amount of the premium received on those shares was transferred to a "securities premium account" as per the provisions of the Companies Act, 2013. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

General reserve

General Reserve is created out of profits earned by the Company by way of transfer from surplus in the statement of profit and loss. The same will be utilized as per the provisions of Companies Act 2013 (as amended from time to time) and any other law guiding the utilization of the same, for the time being in force.

Share options outstanding account

This reserve relates to share options granted by the Company to its employees under its employee share option plan. Further information about share-based payments to employees is set out in note 34.

Capital redemption reserve

As per the provisions of the Companies Act, 2013 capital redemption reserve is created out of the general reserve for the amount of share capital reduction in earlier years. The reserve can be utilized for issuing fully paid up equity shares.

Foreign Currency Translation reserve

When preparing financial statements, differences arising on translation of the financial statements of foreign operations is transferred to the Foreign Currency Translation Reserve (FCTR), which forms part of Other Comprehensive Income. The same will be utilized as per the provisions of Companies Act 2013 (as amended from time to time) and any other law guiding the utilization of the same, for the time being in force.

Retained earnings

This represents the surplus/ (deficit) of the statement of profit or loss. The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the separate financial statements of the Company and also considering the requirements of the Companies Act, 2013.

Other Comprehensive Income

This relates to the remeasurement impact of defined benefit plans, exchange differences in translating the financial statements of foreign operations and income tax effect of the same.

# The Company has defaulted on payment of interest/repayment of principal amount on loans from banks and unlisted debts securities as on March 31, 2024, amounting to Rs. 49,361.12 lakhs (March 31, 2023 Rs. 45,342.89 lakhs) including interest and penal interest of Rs. 8,470.89 lakhs (March 31, 2023 Rs. 4,483.64 lakhs). During the previous year ended March 31, 2023, the banks have classified the loans given to the Company as non-performing assets (NPA).

# The Company has defaulted on payment of interest/repayment of principal amount on loans from banks and unlisted debts securities as on March 31,2024, amounting to Rs. 49,361.12 lakhs (March 31, 2023 Rs. 45,342.89 lakhs) including interest and penal interest of Rs. 8,470.89 lakhs (March 31, 2023 Rs. 4,483.64 lakhs). During the previous year ended March 31, 2023, the banks have classified the loans given to the Company as non-performing assets (NPA).

21.2 The Company derives its revenue from the business of Branding, Manufacturing, Processing, Selling and Distribution of "Consumer Products" which constitutes a single service line. This is consistent with the revenue information that is disclosed for each reportable segment under Ind AS 108. (Refer Note 30 on Operating segment information.)

Trade receivables are non interest bearing and are generally on terms of 0 to 60 days. The Company receives payments from customers based upon contractual billing schedules. Trade receivables are recorded when the right to consideration becomes unconditional.

Contract assets includes amounts related to our contractual right to consideration for completed performance objectives not yet invoiced.

Contract liabilities include payments received in advance of performance under the contract, and are realised with the associated revenue recognised under the contract.

21.5 Performance Obligation

Remaining unsatisfied performance obligations represent the transaction price for goods and services for which the Company has a material right but either not yet transferred control of a product or performing services over the period of time to customers. Transaction price includes the price agreed with customer, variable consideration and changes in transaction price. The transaction price of order related to unfilled, confirmed customer orders is estimated at each reporting date and payment is generally due within 0 to 60 days from delivery.

29 SEGMENT INFORMATION

The Company is engaged in the business of Branding, Manufacturing, Processing, Selling and Distribution of "Consumer Products" which constitutes a single reporting segment. Hence there is no separate reportable segment under Indian Accounting Standard on Ind AS 108 'Operating Segment '.

The Chief Operating Decision Maker (CODM) monitors the operating results at the Company level for the purpose of making decisions about resource allocation and performance assessment.

31 LEASING ARRANGEMENT

Company as a lessee

The Company has lease contracts for various items of plant and machinery, vehicles, warehouse, office premises and buildings used in its operations. As at year ended March 31, 2024 Company has Lease contracts for warehouses and buildings with lease terms between 3 and 9 years. The Company's obligations under its leases are secured by the lessor's title to the leased assets. Generally, the Company is restricted from assigning and subleasing the leased assets and some contracts require the Company to maintain certain financial ratios. There are several lease contracts that include extension and termination options and variable lease payments, which are further discussed below

The Company had total cash outflows for principle payment of leases is Rs. 61.36 lakhs in 31 March 2024 (Previous Year: Rs 174.30 lakhs). 31.5 Additional information on termination option

Some leases of building contain termination options exercisable by the Company after the end of the non-cancellable contract period. Where practicable, the Company seeks to include termination options in new leases to provide economic viability. The termination options held are exercisable only by the Company and not by the lessors. The Company assesses at lease commencement whether it is reasonably certain to exercise the termination options. The Company reassesses whether it is reasonably certain to exercise the options if there is a significant event or significant change in circumstances within its control.

32. EMPLOYEE BENEFIT

32.1 Defined Contribution Plans

The Company's contribution to provident fund, employee state insurance are determined under the relevant schemes and / or statutes and charged to the statement of profit and loss.

The Company's contribution to Provident Fund for the year 2023-2024 aggregating to Rs. 17.16 lakhs (Previous Year: Rs.72.32 lakhs), Rs. 0.18 lakhs (Previous Year: Rs. 3.73 lakhs ) for ESIC and Rs.0.18 lakhs for New Pension Scheme (Previous year: Rs 1.04 lakhs) has been recognised in the statement of profit and loss under the head employee benefits expense. (Refer Note 25).

32.2 Defined Benefit Plans Gratuity

The Company operates a gratuity plan covering qualifying employees. The benefit payable is the greater of the amount calculated as per the Payment of Gratuity Act, 1972 or the Company scheme applicable to the employee. The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement or on termination of employment. The gratuity benefits payable to the employees are based on the employee's service and last drawn basic salary at the time of leaving. The employees do not contribute towards this plan and the full cost of providing these benefits are met by the Company. In case of death while in service, the gratuity is payable irrespective of vesting. The Company's obligation towards Gratuity is a Defined Benefit plan which is not funded.

The plans typically expose the Company to actuarial risks such as: interest rate risk, longevity risk and salary risk.

Interest risk

A increase in the government bond interest rate will decrease the plan liability.

Longevity risk

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.

Salary risk

The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan's liability.

The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out at March 31, 2024 by M/s Universal Actuaries and Benefit Consultants. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.

The rate of mortality and attrition do not have a significant impact on the liability, and hence are not considered for the purpose of sensitivity analysis. The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. There was no change in methods and assumptions used in preparing the sensitivity analysis from prior years. The weighted average duration of the gratuity plan is 6.60 years (Previous Year: 4.49 years).

33 FINANCIAL INSTRUMENTS AND RISK REVIEW

33.1 Capital Management

The Company being in a working capital intensive industry, its objective is to maintain a strong credit rating, healthy ratios and establish a capital structure that would maximise the return to stakeholders through optimum mix of debt and equity.

The Company's capital requirement is mainly to fund its capex, working capital, repayment of principal and interest on its borrowings and strategic acquisitions. The principal source of funding of the Company has been, and is expected to continue to be, cash generated from its operations supplemented by funding from bank borrowings and the capital markets. The Company is not subject to any externally imposed capital requirements.

The Company regularly considers other financing and refinancing opportunities to diversify its debt profile, reduce interest cost and closely monitors its judicious allocation amongst competing capex, to capture market opportunities at minimum risk.

The Company monitors its capital using gearing ratio, which is net debt divided to total equity. Net debt includes, interest bearing loans and borrowings less cash and cash equivalents, bank balances other than cash and cash equivalents and current investments. The Company manages its capital structure and makes adjustments in light of changes in economic condition and the requirements of the financial covenants.

(i) Debt is defined as long and short-term borrowings, and Lease Liabilities.

(ii) Equity includes all capital and reserves of the Company that are managed as capital.

(iii) Cash and cash equivalent includes bank deposits with more than 12 months maturity shown under other financial assets.

At the end of the reporting period, there are no significant concentrations of credit risk for financial assets measured at FVTPL. The carrying amount reflected above represents the Company's maximum exposure to credit risk for such Financial assets.

Fair Value Measurement and related disclosures

Fair value of the Company's financial assets and financial liabilities that are measured at fair value on a recurring basis:

Some of the Company's financial assets are measured at fair value at the end of each reporting period. The following table gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation technique(s) and inputs used).

The Company uses the following hierarchy for determining and/or disclosing the fair value of financial instrument by valuation technique:

(i) Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities;

(ii) Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly bservable;

(iii) Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

There were no transfers between Level 1 and 2 during the period.

Financial assets and financial liabilities that are not measured at fair values (but fair values disclosures are required)

The Company considers that the carrying amounts of financial assets and financial liabilities recognised in the balance sheet approximates their fair values.

The management assessed that carrying values of financial assets and liabilities other than those disclosed above such as trade receivable, loans, finance lease obligations, cash and cash equivalents, other bank balances and trade payables are reasonable approximations of their fair values.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties.

33.3 Financial risk management objectives

The Company has a Risk Management Committee established by its Board of Directors for overseeing the Risk Management Framework and developing and monitoring the Company's risk management policies. The risk management policies are established to ensure timely identification and evaluation of risks, setting acceptable risk thresholds, identifying and mapping controls against these risks, monitor the risks and their limits, improve risk awareness and transparency. Risk management policies and systems are reviewed regularly to reflect changes in the market conditions and the Company's activities to provide reliable information to the Management and the Board to evaluate the adequacy of the risk management framework in relation to the risk faced by the Company.

33.4 Market Risks

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market prices. The Company is exposed in the ordinary course of its business to risks related to changes in foreign currency exchange rates, interest rates and other price risk.

The Company seeks to minimize the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives is governed by the Company's policies approved by the Board of Directors, which provide principles on foreign exchange risk and interest rate risk. Compliance with policies and exposure limits is reviewed by the Management and the internal auditors on a continuous basis. The Company does not enter into or trade financial instruments, including derivatives for speculative purposes.

33.5 Foreign Currency Risk Management

The Company's functional currency is Indian Rupees (INR). The Company undertakes transactions denominated in foreign currencies; consequently, exposure to exchange rate fluctuations arise. Volatility in exchange rates affects the Company's revenue from export markets and the costs of imports. The Company is exposed to exchange rate risk under its trade and debt portfolio.

Adverse movements in the exchange rate between the Rupee and any relevant foreign currency result's in increase in the Company's overall debt position in Rupee terms without the Company having incurred additional debt and favourable movements in the exchange rates will conversely result in reduction in the Company's receivables in foreign currency. In order to hedge exchange rate risk, the Company has a Forex policy approved by the Board of Directors.

All hedging activities are carried out in accordance with the Company's internal risk management policies, as approved by the Board of Directors, and in accordance with the applicable regulations where the Company operates. When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.

The Year end foreign currency forward contracts and unhedged foreign currency exposures are given below :-

a) No Derivatives (forward contracts) are outstanding as at the reporting date and in previous year.

Foreign exchange risk sensitivity:

10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. The sensitivity analysis includes external loans as well as loans to foreign operations within the Group where the denomination of the loan is in a currency other than the functional currency of the lender or the borrower. A positive number below indicates an increase in profit and negative number below indicates a decrease in profit.

In management's opinion, the sensitivity analysis is not representative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year.

33.6 Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk because funds are borrowed at both fixed and floating interest rates. Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rate. The borrowings of the Company are principally denominated in rupees with a mix of fixed and floating rates of interest. The Company has exposure to interest rate risk, arising principally on changes in base lending rate. The Company uses a mix of interest rate sensitive financial instruments to manage the liquidity and fund requirements for its day to day operations like short term and long term loans. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings. Hedging activities, if any are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-effective hedging strategies are applied.

Interest rate risk sensitivity:

The sensitivity analyses below have been determined based on the exposure to interest rates for both derivatives and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible change in interest rates.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, following is the impact on profit and pre-tax equity. A positive is increase in profit and negative is decrease in profit.

33.7 Other price risks

The Company's exposure to other risks arises from investments in preference shares amounting to Rs. 3,821.58 Lakhs (Previous Year Rs. 3,394.84 Lakhs). The investments are held for strategic rather than trading purpose.

The sensitivity analysis has been determined based on the exposure to price risk at the end of the reporting period. If the prices of the above instruments had been 5% higher/lower, profit for the year ended 31st March 2024 would increase/decrease by Rs. 191.07 Lakhs (Previous year by Rs.169.74 Lakhs).

33.8 Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk arises from deposits with banks and financial institutions, other deposits, other receivables, security deposits and from credit exposures to customers, including outstanding receivables.

The Company has limited credit risk arising from cash and cash equivalents as the deposits are maintained with banks and financial institutions with high credit rating. The Company has a policy in place whereby it evaluates the recoverability of these financial assets at each quarter ended date and wherever required, a provision is created against the same.

Since most of Company's transactions are done on credit, the Company is exposed to credit risk on trade and other receivable. Any delay, default or inability on the part of the other party to pay on time will expose the Company to credit risk and can impact profitability. Company's maximum credit exposure is in respect of trade receivables of Rs. 41,633.64 lakhs and Rs. 41,867.96 lakhs as at March 31, 2024 and March 31, 2023, respectively and other receivables of Rs. 8,007.24 lakhs and Rs. 8,076.90 lakhs as at March 31, 2024 and March 31, 2023, respectively. The Company adopted an effective receivable management system to control the Days' Sales Outstanding. Refer below note for the age wise analysis of trade receivables that are not due as well as past due and allowance for the doubtful receivables. The Company does not have significant credit risk exposure to any single counterparty. Majority of trade receivable are from related parties which are disclosed in Note 35 including related parties accounted for more than 10% of gross trade receivables. The average credit period on sales of goods is 0 to 60 days. No interest is charged on trade receivables.

Further, the Hon'ble National Company Law Tribunal, Mumbai bench ("NCLT") has pronounced an order dated July 20, 2022 admitting application under Section 7 of the Insolvency and Bankruptcy Code, 2016 against one of the major customer of the Company, Future Retail Limited. The Company has significant amount of receivables from the said customer amounting to Rs. 37,819.43 lakhs and had recorded an expected credit loss on the entirety of the receivable from the said customer in earlier year(s).

For trade receivables and other receivables, as a practical expedient, the Company computes credit loss allowance based on a provision matrix. The provision matrix is prepared based on historically observed default and delay rates over the expected life of trade and other receivables and is adjusted for forward-looking estimates.

For intercorporate deposits, the Company has received request from related parties for extension of repayment of outstanding and waiver of interest on inter-corporate deposits. On the approval of the Board of Directors, extention and waiver has been granted to such related parties.

Credit risk from balances with banks is managed by Company's treasury in accordance with the Board approved policy.

33.9 Liquidity risk

Liquidity risk refers to the risk of financial distress or extraordinary high financing costs arising due to shortage of liquid funds in a situation where business conditions unexpectedly deteriorate and requiring financing. The Company requires funds both for short term operational needs as well as for long term capital expenditure for capex. The Company has established an appropriate liquidity risk management framework for the management of the Company's short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

In Previous year the Company has defaulted on payment of interest/repayment of principal amount on loans from banks/financial institution and unlisted debts securities as a result the banks have classified the loans given to the Company as non-performing assets (NPA). The Company has total debt servicing obligations due (including interest accrued) aggregating to Rs. 49,361.12 lakhs as at March 31, 2024.

Further, the Company has also discussed the Asset Monetisation Plan with the lenders of the Company in a Joint-lender's meeting (JLM) held on July 06, 2022. Considering the Asset Monetisation Plan, the lenders allowed the Company to repay its borrowings till January 31, 2023. However, the Company was unable to conclude re-negotiations or obtain replacement financing or monetise it's assets as agreed with the lenders during the said period. On February 9, 2023, March 21, 2023, June 12, 2023, September 14, 2023, December 28, 2023, January 16, 2024 and March 11, 2024 the Company held meetings with JLM and updated them about the status and likely timelines for assets monetisation and /or fresh investments, besides few proposals parallelly in pipeline on individual business verticals, and in either case the Company being able to settle the loans amicably with the lenders. Currently, JLM has restricted the banking transactions of the Company. JLM has also indicated initiation of legal action for recovery of dues.

The following tables detail the Company's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows.

To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Company may be required to pay.

The amounts included above for financial guarantee contracts are the maximum amounts the Company could be forced to settle under the arrangement for the full guaranteed amount if that amount is claimed by the counterparty to the guarantee. Based on expectations at the end of the reporting period, the Company considers that it is more likely than not that such an amount will not be payable under the arrangement. However, this estimate is subject to change depending on the probability of the counterparty claiming under the guarantee which is a function of the likelihood that the financial receivables held by the counterparty which are guaranteed suffer credit losses.

33.9 (a)Details of Quarterly Statements to Banking Lenders

The Company has not submitted the quarterly statements (DP filings) to banking lenders as the Banks had classified the Company account as Non Performing Asset (NPA) (Refer Note 18).

34 SHARE BASED PAYMENTS

34.1 Details of the employee share based plan of the Company

a) The ESOP scheme titled "FVIL Employees Stock Option Plan 2011" (ESOP 2011) was approved by the shareholders at the Annual General Meeting held on 10th August 2010. 5,00,00,000 options are covered under the ESOP 2011 for 5,00,00,000 shares. Post listing of equity shares on the stock exchanges, the Shareholders have ratified the pre-IPO scheme.

In the previous years, the Nomination and Remuneration / Compensation Committee of the Company has granted 3,45,35,000 options under ESOP 2011 to certain directors and employees of the Company and some of its Subsidiaries. The options allotted under ESOP 2011 are convertible into equal number of equity shares. The exercise price of each option is Rs. 6/-.

The options granted vest over a period of 3 years from the date of the grant in proportions specified in the Scheme. Options may be exercised within 3 years from date of vesting.

b) The ESOP scheme titled "Future Consumer Enterprise Limited - Employee Stock Option Plan 2014" was approved by the Shareholders vide resolution passed at the Extra Ordinary General Meeting held on 12th January, 2015 and through postal ballot on 12th May 2015 in respect of grant of 3,19,50,000 options under primary route (ESOP 2014-Primary) and 7,98,00,000 options under secondary market route (ESOP 2014-Secondary). ESOP 2014 has been implemented through a trust route whereby Vistra ITCL India Limited (Formerly IL&FS Trust Company Limited) has been appointed as the Trustee who monitors and administers the operations of the Trust.

In the previous year, the Nomination and Remuneration / Compensation Committee has i) at its meeting held on 2nd February, 2022, granted 58,89,500 options under secondary market route (ESOP 2014-Secondary) to certain employees of the Company. The options allotted under ESOP 2014-Secondary are convertible into equal number of equity shares. The exercise price per Option for shares granted under the secondary market route shall not exceed market price of the Equity Share of the Company as on date of grant of Option or the cost of acquisition of such equity shares to the Trust applying FIFO basis, whichever is higher. The exercise price per Option for shares granted under the primary route shall not exceed market price of the Equity Share of the Company as on date of grant of Option, which may be decided by the Nomination and Remuneration / Compensation Committee.

The options granted vest over a period of 3 years from the date of the grant in proportions specified in the Scheme. Options may be exercised within 3 years from date of vesting.

Note-1 The options granted vest over a period of 3 years from the date of the grant in proportions specified in the Scheme. Options may be exercised within 3 years from date of vesting.

Note-2 Market price of the Equity Share of the Company as on date of grant of Option or the cost of acquisition of such shares to the Company applying FIFO basis, whichever is higher.

35.4 Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended 31 March 2024, the Company has recorded an impairment loss of Rs.1375.99 lakhs on receivables relating to amounts owed by related parties (31 March 2023: Rs. 140.71 lakhs). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

35.5 Loans & Corporate Guarantees to Related Parties

The Company has given loans and corporate guarantees to subsidiaries and relevant joint ventures in the ordinary course of business to meet the working capital requirements of subsidiaries and joint ventures. (Refer note 38 & 44)

* Does not include cases where liability is not ascertainable.

Future cash outflows in respect of matters considered disputed are determinable only on receipt ofjudgments/decisions pending at various forums/authorities. The management does not expect these claims to succeed and accordingly, no provision for the contingent liability has been recognized in the financial statements.

The Company's pending litigations comprise of claims against the Company primarily by the customers and proceedings pending with tax authorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a material adverse effect on the financial statements.

37 CAPITAL COMMITMENT

The estimated amount of contracts remaining to be executed on capital account as at 31st March 2024 is Rs. Nil (Previous Year Rs Nil)

40 BUSINESS COMBINATION

a) Subsequent acquisition of subsidiaries from The Nilgiri Dairy Farm Private Limited (Pertaining only to Previous Year ended March 31, 2023):

The Company has entered into share purchase agreements with its subsidiaries i.e., The Nilgiri Dairy Farm Private Limited (NDF), Nilgiris Franchise Limited (NFL), Nilgiri's Mechanised Bakery Private Limited (NMB) and Appu Nutritions Private Limited (Appu).

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

Note a

The Company was allotted 13,20,159 equity shares of Amar Chitra Katha Private Limited (ACK), upon conversion of 4,977 Compulsorily Convertible Debentures (CCDs) on maturity in previous year ended March 31, 2022, which is an associate of the Company. The Board of Directors of the Company have vide their resolution dated February 10, 2022 resolved to liquidate the Company's stake in ACK pursuant to which the investment in ACK has been recognized as Current Asset Held For Sale. In May 2022, the Company has entered into a definitive agreement for sale of part of its stake in ACK for 3,61,290 equity shares, at a total consideration of Rs. 1,362.00 lakhs out of which shares worth Rs. 1,062.01 lakhs (Previous year Rs. 300 lakhs) have been sold during the year ended March 31, 2024. Further, considering the expected realisable value of these investments, the Company recognised an impairment loss of Rs. 1078.42 lakhs (Previous year Rs. 2,113.92 lakhs) during the year ended March 31, 2024, which has been included in the exceptional items.

Note b

Due to significant reductions in business operations, the Company intends to sell certain Property, Plant & Equipment (PPE) at various locations. During the current year, the Company has transfer PPE having net book value of Rs. 567.81 lakhs, which has recoverable value of Rs. 565.00 lakhs to current assets held for sale. Accordingly impairment loss of Rs. 2.81 lakhs is recognized during the year ended March 31, 2024 on these assets, which has been included in exceptional items. The Company has also sold assets of Rs. 39.71 lakhs and having aggregate PPE of Rs. 2,742.79 lakhs as Asset held for sale

42.1 Impairment of Investments and Inter-Corporate Deposits (including Interest)

a) MNS Foods Limited

The Company has converted Intercorporate deposits, interest accrued thereon and advances given to MNS Foods Limited totalling to Rs. 1,140 lakhs into 1140000 Numbers of 0.001% Compulsory Convertible Debentures of MNS Foods Private Limited of Rs. 100 each. As on March 31, 2023 the net book value of Intercorporate deposits and interest thereon is Rs. 356.28 lakhs and during the year interest on ICD charged is Rs. 20.96 lakhs agreegating to Rs. 377.24 lakhs as on March 31, 2024. Durtng the year, the Company has recognised impairment loss on interest income of Rs. 20.96 lakhs (Previous year Rs. nil) and Intercorporate deposits of Rs. Nil (Previous Year Rs. 709.10 Lakhs). MNS is a joint venture of the Company, impairment is considered due to lower business performance and based on the analysis of recoverable value of MNS.

b) Aadhaar Wholesale Trading & Distribution Limited

During the year Aadhaar Wholesale Trading & Distribution Limited (Aadhaar), a wholly owned subsidiary of the company, has approved transfer of business undertaking to 'Brescon CAT-1 (AIF) Special Situation Fund' ('Purchaser') by way of slump sale for an aggregate consideration of Rs. 2,300 lakhs and other terms as agreed by and between the subsidiary company and the said Purchasers. Accordingly the Company has recognized an impairment loss on its investments and Intercorporate deposits (including interest) given to Aadhaar of Rs. Nil (previous year Rs. 5,317.83 Lakhs) and Rs. 807.71 lakhs (Previous year Rs. 8,806.62 lakhs) respectively.

c) Bloom Foods and Beverages Private Limited

The Company has received interest from Bloom Foods and Beverages Private Limited (Bloom), a subsidiary of the Company of Rs. 41.32 lakhs during the year ended March 31, 2024. In previous years the Company has fully impaired the intercorporate deposits and interest thereon. As the amount is received from Bloom impairment of interest to the extent of receipts has been reversed. During the year ended March 31, 2023 the Company has recognized an impairment loss of Rs. 625.49 lakhs on its investment and Rs. 542.60 lakhs on Inter Corporate Deposits (including interest) given to Bloom, due to lower business performance and based on the analysis of recoverable value. Recoverable amount has been calculated as fair value less cost to sell in accordance with the requirements of applicable financial reporting framework.

d) Integrated Food Park Limited

The Company has recognized an impairment loss of Rs. 8,220.00 (Previous year Rs. 3,410.19 lakhs) on Inter Corporate Deposits (including interest) given to Integrated Food Park Limited, a step-down subsidiary of the Company due to lower business performance and based on the analysis of recoverable value. Recoverable amount has been calculated as fair value less cost to sell in accordance with the requirements of applicable financial reporting framework.

e) FCL Tradevest Private Limited (Pertaining only to Previous Year ended March 31, 2023)

Consequent to the impairment in its step-down subsidiaries due to lower business performance and based on the analysis of recoverable value, the Company has recognized an impairment loss of Rs. 7874.00 lakhs on its investment and Rs. 376.74 lakhs on Inter Corporate Loans (including interest) in FCL Tradevest Private Limited, a wholly owned subsidiary. Recoverable amount has been calculated as fair value less cost to sell in accordance with the requirements of applicable financial reporting framework. Impairments in step down subsidiaries are as follows:

1. Future Food and Products Limited Rs. Rs. 2,353.00 lakhs

2. Integrated Food Park Private Limited Rs. 4,023.19 lakhs

3. MNS Foods Limited Rs. 86.00 lakhs

4. Delect Foods & Spices Rs. 255.00 lakhs

5. Hain Future Natural Products Private Limited Rs. 37.19 lakhs and

6. Future Food Processing Limited Rs. 772.59 lakhs

f) Hain Future Natural Products Private Limited (Pertaining only to Previous Year ended March 31, 2023)

The Company has recognized an impairment loss of Rs. Rs. 599.24 lakhs on its investment and Interest receivable in Hain Future Natural Products Private Limited (Hain), a joint venture due to lower business performance and based on the analysis of recoverable value. The enterprise value is based on a value in use calculation which uses Cash Flow Projections based on financial budget approved by the management covering a period of five years, discounted at a rate of 13.93% per annum, that is the weighted average cost of capital. Cash flows beyond the period of five years have been extrapolated using the steady growth rate of 5% per annum, based on the long-term average growth rate for Hain's business.

g) Nilgiri's Mechanised Bakery Private Limited (Pertaining only to Previous Year ended March 31, 2023)

The Company has recognized an impairment loss of Rs. 174.63 lakhs on its investments in Nilgiris Mechanised Bakery Private Limited (NMBPL), a subsidiary of the Company due to lower business performance and based on the analysis of recoverable value. Recoverable amount has been calculated as fair value less cost to sell in accordance with the requirements of applicable financial reporting framework.

h) Nilgiris Franchise Limited (Pertaining only to Previous Year ended March 31, 2023)

The Company has recognized an impairment loss of Rs. 49.28 lakhs on its investments in Nilgiris Franchise Limited (NFL), a subsidiary of the Company due to lower business performance and based on the analysis of recoverable value. Recoverable amount has been calculated as fair value less cost to sell in accordance with the requirements of applicable financial reporting framework.

42.2 Impairment of Property, Plant and Equipments (PPE)

Due to significant reductions in business operations, and based on an analysis of the recoverable value, the Company has considered an impairment loss of Rs. Rs. 442.23 lakhs (Previous year 5,409.05 lakhs) during the current year on some of its Property, Plant and Equipments (PPE). Recoverable amount has been calculated as fair value less cost to sell in accordance with the requirements of applicable financial reporting framework. Among these assets, the Company is planning to sell some PPE and those are classified as Assets held for Sale in accordance with IndAS 105.

42.3 Impairment of Brands

Brand and Brand usage rights (Pertaining only to Previous Year ended March 31, 2023):

The Company is currently facing significant liquidity crunch which has adversely impacted the business operation of the Company. Consequently, based on an analysis of the recoverable value of its brands, the Company has fully impaired the book value of its brand of Rs. 317.00 lakhs and brand usage rights of Rs. 7,350.56 lakhs during the year ended March 31, 2023.

42.4 Goodwill written off - Centre of Plate (Pertaining only to Previous Year ended March 31, 2023):

The Company is currently facing significant liquidity crunch which has adversely impacted the business operation of the Company including its operations at Centre of Plate business. Based on an analysis of the recoverable value, the Company has fully written off the book value of the Goodwill that was relating to this business amounting to Rs. 2,951.82 lakhs during the year ended March 31, 2023 that has been included in exceptional items.

42.5 Provision on Inventory (Pertaining only to Previous Year ended March 31, 2023):

Due to lower business performance of the Company including its operations at Centre of Plate business, the Company has created a 100% provision on the Inventory of packaging materials relating to this business considering its negligible recoverable value. Consequently, a loss of Rs. 754.98 lakhs is included in exceptional items during the year ended March 31, 2023.

42.6 Provision on Other Receivables (Pertaining only to Previous Year ended March 31, 2023):

The Company has identified a financial asset whose net book value is Rs. 855.43 lakhs as non-recoverable. Consequently, an impairment loss of Rs. 855.43 lakhs is included in exceptional items during the year ended March 31, 2023.

42.7 Write back of provisions/liabilities (Pertaining only to Previous Year ended March 31, 2023):

Basis negotiations with the vendors on price and deficiency in the service and considering certain old liablities which are no longer payable, the Company has written back these provisions for expenses and liabilities, amounting to Rs. 4,196.89 lakhs.These write back of Provisions/ Liabilities are classified as exceptional items during the year ended March 31, 2023.

42.8 Gain on sale of Property, Plant and Equipments

The Company has sold property, plants and equipments during the year and recognised gain of Rs. 12.81 lakhs (Previous year land classified under assets held for sale was sold having book value of Rs. 3,571.53 lakhs for Rs. 4,160.28 lakhs).

44 Particulars of loans given/ investments made/ guarantees given as required by clause (4) of Section 186 of the Companies Act, 2013

1) Loans given

The Company has not given any loan during the current year and previous year.

2) Investment made

The Company has not made any investment during the current year and previous year.

Guarantees given during the year is Rs. Nil (Previous year Rs. Nil)

46 CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act, 2013, a Company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief and rural development projects. A CSR committee has been formed by the Company as per the Act. The Company has incurred losses in current and in previous years, Accordingly, as the average net profit for immediately preceding three financial years is Rs. NIL there are no amounts required to be spend on corporate social responsibility under section 135 of the Companies Act, 2013. Consequently, there are no unspent amount on ongoing projects / other than ongoing projects.

47 GOING CONCERN

The Company is currently facing significant liquidity crunch which has impacted the operations of the Company during the quarter and year ended March 31, 2024. The Company has incurred loss before tax during the quarter and year ended March 31, 2024 amounting to Rs. 6,789.94 lakhs and Rs. 19,077.66 lakhs respectively (including exceptional items, refer note 42 above) primarily owing to the exceptional items, lower volumes, finance costs and depreciation and also has accumulated losses as at March 31, 2024 of Rs. 1,96,904.04 lakhs. Company's current liabilities exceeded its current assets by Rs. 58,576.34 lakhs as at the quarter and year end. The Company has also suffered consistent downgrades in its credit ratings, as a result of which the Company's ability to raise funds has been substantially impaired, with normal business operations being substantially curtailed. Further, the Company has defaulted on payment of interest/repayment of principal amount on loans from banks/financial institution and unlisted debts securities as a result the banks have classified the loans given to the Company as nonperforming assets (NPA). The Company has total debt servicing obligations due including debentures (including interest accrued) aggregating to Rs. 49,361.12 lakhs as at March 31, 2024.

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

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

Further, the Hon'ble National Company Law Tribunal, Mumbai bench ("NCLT") has pronounced an order dated July 20, 2022 admitting application under Section 7 of the Insolvency and Bankruptcy Code, 2016 against one of the major customer of the Company, Future Retail Limited. The Company has significant amount of receivables from the said customer amounting to Rs. 37,803.97 lakhs and had recorded an expected credit loss on the entirety of the receivable from the said customer in earlier year(s).

The Company has also discussed the Asset Monetisation Plan with the lenders of the Company in a Joint-lender's meeting (JLM) held on July 06, 2022. Considering the Asset Monetization Plan, the lenders allowed the Company to repay its borrowings till January 31, 2023. However, the Company was unable to conclude re-negotiations or obtain replacement financing or monetise it's assets as agreed with the lenders during the said period. On February 9, 2023, March 21, 2023, June 12, 2023, September 14, 2023, December 28, 2023, January 16, 2024 and March 11, 2024, the Company held meetings with JLM and updated them about the status and likely timelines for assets monetisation and / or fresh investments, besides few proposals parallelly in pipeline on individual business verticals, and in either case the Company being able to settle the loans amicably with the lenders. Currently, JLM has restricted the banking transactions of the Company. JLM has also indicated initiation of legal action for recovery of dues.

During the period ended March 31, 2024 the Board of "The Nilgiri Dairy Farm Private Limited ('NDFPL')" and "Aadhaar Wholesale Trading and Distribution Limited ('AWTDL')" material wholly owned subsidiaries of the Company has approved transfer of business undertaking to 'AVA Cholayil Healthcare Private Limited' ('Purchaser') and 'Brescon CAT-1 (AIF) Special Situation Fund' ('Purchaser') respectively by way of slump sale for an aggregate consideration of Rs. 6,700 lakhs and Rs. 2,300 lakhs respectively and other terms as agreed by and between the subsidiary companies and the said Purchasers. In the meeting with lenders in JLM dated January 16, 2024 it was discussed that the Company will initiate Swiss Challenge Process through an agency, being appointed by the Company in consultation with lenders, taking bid of AVA Cholayil Healthcare Pvt Ltd and Brescon as Anchor Bidder. Successful bidder will be declared after Swiss Challenge Process. In terms of the same, the Company has appointed IDBI Capital as swiss process advisor and DSK legal counsel as Company legal counsel for completion of swiss challenge process. Currently, the Swiss challenge process is in progress.

These events/conditions indicate the existence of material uncertainty that may cast significant doubt about the Company's ability to continue as going concern. The financial results do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

To address the liquidity crunch and to maintain the sufficient working capital, the Company has adopted several measures including sales to other customers, earning royalty income on company owned brands like Kara, Thinkskin and other brands , cost optimization, discussion with banks for restructuring / one time settlement of loans, other strategic initiatives for fresh investments, monetisation of identified assets, etc. The expected proceeds from monetisation of these assets which includes property plant and equipment, investments and other assets and/or fresh investments will be utilized to repay the borrowings (including interest) and manage the working capital requirements. These identified assets for monetisation have been classified as assets held for sale in accordance with Ind AS 105 'Non-current Assets Held for Sale and Discontinued Operations' at lower of their carrying value and fair value less costs to sell. Accordingly, the Company has recognised impairment loss on the said assets and disclosed the same under 'exceptional items' (refer note 42 above ). The management has initiated the plan to locate the prospective buyers of these assets.

The success of the above measures adopted by the Company is dependent on the effective implementation of its operating plans and timely closure with the potential buyers for monetisation of its assets and / or fresh investments into the Company which is dependent on many internal / external factors. The management is confident that they will be able to arrange sufficient liquidity by either monetization and /or fresh investments, increase in operations and other strategic initiatives. Accordingly, the financial results are prepared on a going concern basis.

48 FORENSIC AUDIT OF THE COMPANY

The Company has received through email a letter from Securities and Exchange Board of India Bearing Ref.: SEBI/HO/CFID_SEC2/P/ OW/2022/34082/1 dated 3rd August, 2022 ("SEBI Letter") addressed to Interim Resolution Professional ("IRP") of Future Retail Limited ("FRL") intimating about appointment of M/s Chokshi & Chokshi LLP, Chartered Accountants as forensic auditors with respect to Consolidated Financial Statements of FRL and audit of books of account of the Company and some other entities for review period being the financial year ended March 31, 2020, March 31,2021, and March 31,2022. The said appointment has been made in terms of the provisions laid down under Regulations 5 of SEBI (PFUTP) Regulations, 2003 read with applicable provisions contained in SEBI Act, 1992. Audit of the Company will be with respect to the related party transactions with FRL only. Subsequently, the Company has submitted the data as requested in this regard. Forensic audit is currently in progress.

During the previous year, bank borrowing accounts of the Company have been classified as Non Performing Asset (NPA) by all banks and as per the extant guidelines of Reserve Bank of India (RBI), account need to be reviewed for conducting Forensic Audit. Accordingly, the lead bank (State Bank of India) has appointed a firm of Chartered Accountants, to carry out forensic audit of the books of account of the Company for the period April 01, 2018 to September 30, 2022, inter-alia in relation to specific transactions provide in the scope. The above forensic audit is currently in progress.

49 The Company has investments in Aussee Oats Milling Private Limited (joint venture) and Aussee Oats India Private Limited (step down joint venture) (together referred to as 'JV') of Rs. 9,564.13 lakhs including investments, loans and other assets (as on March 31, 2023: Rs. 9,164.90 lakhs). There is a dispute between the Company and said JV partners and due to non-availability of financial statements/results for the quarter and year ended March 31, 2024, as a consequence of non-cooperation of the said JV partners which is in direct contravention of court rulings, the Company is unable to determine the fair value of Company's investments in JV as at year end date and consequent impact thereof on the financial results/statements. However, the Management believe that it will not have a material impact on the standalone financial results/ statements for the quarter and year ended March 31, 2024.

50 OTHER STATUTORY INFORMATION

(i) The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property.

(ii) The Company does not have any transactions with companies struck off.

(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period,

(iv) The Company has not traded or invested in crypto currency or virtual currency during the financial year.

(v) The Company has not advanced or loaned or invested funds to any other persons or entities, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(vi) The Company has not received any fund from any persons or entities, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

(vii) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

(viii) The Company has complied with the number of layers prescribed under clause 87 of section 2 of the Companies Act, 2013 read with Companies (restriction on number of layers) rules, 2017.

51 RECENT PRONOUNCEMENT

Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards underCompanies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.

52 PREVIOUS YEAR NOTE

Previous year figures have been regrouped and re-classified where necessary to make them comparable. The accompanying notes are an integral part of the standalone financial statements (1 - 52)