Dear Members,

Your Directors present the Tenth Annual Report of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2022.

fInanCIaL performanCe

The financial performance of the Company is as follows:

(All amounts in INR Crore, unless otherwise stated)

Operational Performance

The Financial year 2022 was very challenging year for the business operations. The COVID-19 pandemic had deeply impacted the long-term business viability and led to significant financial stress on the business of the Company. Post second wave of COVID-19 pandemic, your Company tried to reset and rescale its operations and entire ecosystem for sustainable business. Your Company has adopted several measures including drastic cost reductions to address the liquidity crunch and to maintain operational cashflows.

In spite, the retail sector witnessed bounce back as the economy recovered, your Company was incapable to participate in such business recoveries, owing to severe liquidity position and banking restrictions which also led to significant number of stores becoming non-operational due to non-payment of rent and significant attrition of key human resources.

Your Company has recorded a increase of 31.50% in Consolidated Revenue from operations at `2,993.93 Crore as compared to `2,276.72 Crore in the previous financial year and reported an increase of 173.09% in the Consolidated (Loss) after Tax of `(2,548.90) Crore for the year under review as compared to `(933.35) Crore for the previous financial year.

During the year under review, your Company on standalone basis recorded an increase of 31.37% in Revenue from operations at `2,838.31 Crore as compared to `2,160.51 Crore in the previous financial year and an increase of 180.98% in (Loss) after Tax of `(2,448.91) Crore for the year under review as compared to `(871.57) Crore for the previous financial year.

The following events occurred during the year under review, have significantly impacted the business operation of the Company:

One Time Restructuring of Debt

In order to facilitate the revival of business and mitigate the impact of COVID-19 related stress, the Reserve Bank of India ("RBI") had provided Resolution Framework for COVID-19 related stress vide its circular dated 06 August, 2020 to enable the lenders to implement a resolution plan in respect of corporate exposures without change in ownership, subject to specified conditions.

The Company opted to avail the relaxations so proposed by the RBI by restructuring its financial debt so as to manage the cash flow and ensure the business continuity. During the financial year, the lenders and the Company had agreed to restructure its financial debt and implemented One-time Resolution (OTR) Plan and executed Framework Agreement and other additional financing and security documents on April 30, 2021 in relation to the financial assistance restructured/availed by the Company.

The said OTR plan inter-alia included extension of the residual tenor of term loan, conversion of fund base limits into working capital term loan, funded interest term loan, in line with the Resolution Framework issued by RBI.

Restructuring of Non-Convertible Debentures

During the year under review, the terms of 3,500 8.70% Non-Convertible Debentures of face value of `10.00 lakh each issued by the Company under Series IV ("NCDs") were also restructured, pursuant to the requisite consents obtained from NCDs holders and Debenture Trustee on April 27, 2021, in line with the One-time Resolution plan approved by other lenders of the Company. The Company has also obtained requisite approval from the Stock Exchange (BSE Limited), where the NCDs are listed, on June 21, 2021.

The revised terms of NCDs inter-alia provided extension of repayment of NCDs by 24 months and deferment of annual interest due thereon, to be paid in phased manner upto March 31, 2024.

Significant stores becoming Non-operational

During the fourth quarter of the year under review, significant number of retail stores became non-operational, mainly due to the Company's inability to pay timely rent for the leased properties for its retail stores. This led to decline in store base from 331 stores in Q3 FY 2022 to 180 stores in Q4 FY 2022.

Composite Scheme of Arrangement with Future Enterprises Limited along with other transferor companies

The Composite Scheme of Arrangement which was involved: (i) merger of Future Lifestyle Fashions Limited ("the Company" or Transferor Company 2"), and other 18 Transferor Companies with Future Enterprises Limited ("FEL" or "Transferee Company") and their respective Shareholders and Creditors; (ii) Transfer and vesting of the Logistics & Warehousing Undertaking from FEL as a going concern on a slump sale basis to Reliance Retail Ventures Limited ("RRVL"); (iii) Transfer and vesting of the Retail & Wholesale Undertaking from FEL as a going concern on a slump sale basis to Reliance Retail and Fashion Lifestyle Limited, a wholly owned subsidiary of RRVL ("RRVL WOS"); and (iv) Preferential allotment of equity shares and warrants of FEL to RRVL WOS ("The Composite Scheme of Arrangement"/ Scheme"), pursuant to sections 230 to 232 and other relevant provisions of the Companies Act, 2013, was considered and approved by the Board and subsequently, filed with the Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT") pursuant to Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 for seeking it approval.

During the year, the Scheme was admitted by the NCLT vide its order dated 28 September 2021. Thereafter, NCLT vide its order dated February 28, 2022 had directed convening of meeting of Equity shareholders of the Company on April 20, 2022 and meeting of Secured and Unsecured Creditors of the Company on April 21 2022. The said meetings were duly convened on their scheduled dates and pursuant to the e-voting result of NCLT convened meeting the Scheme was approved by equity shareholders and unsecured creditors of the Company at their respective meetings. However, as per the e-voting result, the Scheme was not approved by Secured Creditors of the Company. As most of the secured creditors of various companies involved in the Scheme voted against the Scheme as per the evoting result of their respective meetings, hence, the subject Scheme was not implemented.

Composite Scheme of Arrangement with wholly owned subsidiaries

Duringthefinancialyearunderreview,theBoardofDirectors of the Company at its meeting held on September 20, 2021 has, inter-alia, approved the Composite Scheme of Arrangement between Future Trendz Limited ("Transferor Company 1"/ "FTL"), Future Specialty Retail Limited ("Transferor Company 2"/ "FSRL") and Future Lifestyle Fashions Limited ("Transferee Company" /"FLFL") and their respective shareholders ("The Composite Scheme of Arrangement"/ Scheme"), pursuant to Sections 230 to 232 and other relevant provisions of the Companies Act, 2013. The Company has submitted draft Scheme with BSE Limited and National Stock Exchange of India Limited for obtaining Observation letter on the draft Scheme. The Company is awaiting Observation letter from Stock Exchanges, to further proceed with the filing of the Scheme with National Company Law Tribunal.

Inability for repayment of principal amount of loans and payment of interest on Debentures

Subsequent to the year under review, the Company has been unable to service its obligations towards repayment of amount of principal due on Loans I working capital facilities availed by the Company from the banks, as agreed under the OTR.

The Bank of India ("Lead bank") and State Bank of India have classified the accounts of the Company in the system as Non- Performing Assets (NPAs) on May 31, 2022, followed by other banks during the month of June 2022. Since classification as NPA, the Company has already repaid the principal amount of debt amounting to Rs 74.56 Crore and has also been regular in servicing of Interest on all facilities.

Subsequently, the Bank of India has also filed a petition against the Company before the Hon'ble National Company Law Tribunal ("NCLT") under Section 7 of the Insolvency and Bankruptcy Code, 2016 (the "Code").

In the meanwhile, the Lenders have allowed the Company to carry on its day-to-day operations of the Company under the Holding on Operations in the account including monitoring and releasing operational payments under the said arrangement.

The Company was also unable to service its obligations in respect of annual interest on the Non-Convertible Debentures – Series IV ("NCDs"), due and payable on November 09, 2022.

Your Company has put significant efforts for business revival, and initiated the monetisation of identified assets, subject to requisite approvals and would also be taking necessary steps to further restructure its debts and fulfil other commitments as agreed with the Lenders under the OTR.

Change in status of Wholly owned Subsidiary (WOS), Associate and Investment in Joint Ventures/ Investee Companies

Subsequent to year under reviewed, the pledged created ontheinvestmentsheldbytheCompany,inFLFLAthleisure Limited (FAL) – WOS and FLFL Lifestyle Brands Limited (FLBL) – Associate, Clarks Reliance Footwear Private Limited (CRFPL) – Joint Venture, SSIPL Retail Limited (SRL) and Holii Accessories Limited (HAL), Investee Companies, as security in favour of the IDBI Trusteeship Services Limited, acting as the Debenture Trustee for the holders of 4500 non-convertible debentures of the face value of `10,00,000 each aggregating up to Rs 450.00 Crore (NCDs) issued in FLBL, has invoked by the Debenture Trustee for the reason that FLBL has failed to redeem the entire NCDs and pay the outstanding principal amount of NCDs together with the Final Redemption amount.

Consequent to the aforesaid invocations, the FAL ceased to be wholly owned subsidiary and FLBL ceased to be an Associate of the Company. SRL and HAL ceased to be investee companies of the Company. With regard to the joint venture status, the same has continued, as agreement continues with the FLBL.

An 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 AND RESERVES

The Board, considering the Company's dividend distribution policy and the uncertainties created by COVID-19 pandemic on the business operations of the Company and in view of the losses for the year under review, has not recommended any dividend for the financial year ended March 31, 2022.

Further, no amount was transferred 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

ISSUE OF EQUITY SHARES

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

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, 2022, 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 loss 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

The following changes took place in the Board of Directors and Key Managerial Personnel of the Company.

Retirement by rotation

Mr. Kishore Biyani, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

Nominee Directors

Mr. Luv Dinesh Parikh, who was appointed as Nominee Director (representing Vistra ITCL (India) Ltd., ("the Trustee")) on the Board of the Company, had ceased to be Nominee Director of the Company, with effect from close of business hours on May 28, 2021, consequent to nomination of Mr. Himanshu Dodeja as Nominee Director in his place by the Trustee.

Subsequently, pursuant to the nomination letter received from the Trustee and based on the recommendation of the Nomination and Remuneration Committee, the Board vide its Circular Resolution passed on May 28, 2021, had appointed Mr. Himanshu Dodeja as a Nominee Director (Additional Director) on the Board of the Company with effect from close of the business hours on May 28, 2021. The same was approved by the Members of the Company at their 9th Annual General Meeting held on September 29, 2021.

Mr. Himanshu Dodeja, Nominee Director has resigned from the Board of the Company, with effect from March 10, 2022.

Ms. Ketki Bapat, who was appointed as Alternate Director for Mr. Chintamani Aniruddha Bhagat, has resigned with effect from August 13, 2021.

The Board, based on the request received from Mr. Bhagat, appointed Mr. Saurabh Mehta as an Alternate Director to Mr. Bhagat w.e.f. August 13, 2021.

Pursuant to the provisions of section 161(2) of the Companies Act, 2013, Mr. Mehta who was appointed as an Alternate Director to Mr. Bhagat, had vacated his office in view of Mr. Chintamani Bhagat having visited India on March 01, 2022. Subsequently, the Board, based on the request received from Mr. Bhagat, appointed Mr. Saurabh Mehta as an Alternate Director to Mr. Bhagat w.e.f. March 03, 2022.

During the year under review, Mr. Chintamani Aniruddha Bhagat has resigned as a Nominee Director from the Board of the Company with effect from March 13, 2022. Consequently, Mr. Saurabh Mehta, an Alternate Director to Mr. Chintamani Aniruddha Bhagat has also ceased to be an Alternate Director with effect from March 13, 2022.

Non-Executive Director

During the year, Ms. Avni Biyani, Mr. Rakesh Biyani and Mr. Rahul Garg have resigned from the position of Non-Executive Directors of the Company with effect from June 28, 2021, August 24, 2021, and March 14, 2022, respectively.

Subsequent to the year under review, Mr. Chandra Prakash Toshniwal has resigned from the Board of Directors of the Company with effect from September 3, 2022.

Independent Directors

During the year, Mr. Bijou Kurien, who was appointed as an Independent Director of the Company for a period of five years w.e.f. May 26, 2016, has ceased to be an Independent Director of the Company w.e.f. close of business hours on May 25, 2021, after completion of his first term as an Independent Director.

Ms. Sharda Agarwal who was appointed as an Independent Director of the Company for the second term of five consecutive years with effect from March 27, 2020 to March 26, 2025 has resigned from the position of the Independent Director of the Company with effect from May 29, 2021.

The Board based on the recommendations of the Nomination and Remuneration Committee, appointed Ms. Sharada Sunder as an Additional (Independent) Director of the Company for a term for five consecutive years with effect from June 22, 2021. The same was approved by the Members of the Company at their 9th Annual General Meeting held on September 29, 2021.

Dr. Darlie Koshy who was appointed as an Independent Director of the Company for the second term of five consecutive years with effect from August 8, 2019 has resigned from the position of the Independent Director of the Company with effect from December 10, 2021.

The Board based on the recommendations of the Nomination and Remuneration Committee, appointed Mr. Rahul Mehta as an Additional (Independent) Director of the Company for a term for five consecutive years with effect from February 11, 2022. The same was approved by the Members of the Company by passing of special resolution on May 9, 2022, through Postal Ballot.

Subsequent to the year under review, Ms. Sharada Sunder has resigned from the position of the Independent Director of the Company with effect from April 13, 2022.

Mr. Shailesh Haribhakti, Chairperson of the Board has resigned from the position of the Chairperson and Independent Director of the Company with effect from April 22, 2022.

The Board based on the recommendations of the Nomination and Remuneration Committee, appointed Ms. Neelam Chhiber and Mr. Bharat Ram as an Additional (Independent) Directors of the Company for a term for five consecutive years with effect from July 19, 2022. The same was approved by the Members of the Company by passing of special resolutions on October 13, 2022, through Postal Ballot.

The Board recorded its appreciation on behalf of the Company for the valuable services rendered by Mr. Shailesh Haribhakti, Dr. Darlie Koshy, Mr. Bijou Kurien, Ms. Sharda Agarwal, Mr. Luv Parikh, Mr. Chintamani Bhagat, Ms. Ketaki Bapat, Mr. Saurabh Mehta, Mr. Himanshu Dodeja, Mr. Rakesh Biyani, Mr. Chandra Prakash Toshniwal and Ms. Avni Biyani during their tenure as Directors of the Company.

The Company has also received requisite declarations/ disclosures from the Directors seeking appointment/ reappointment. Additional information as required pursuant to regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meeting (SS-2), in respect of the Directors seeking appointment/ re-appointment at the forthcoming AGM, are given in the Notice convening the AGM.

Key Managerial Personnel

The Members of the Company based on the recommendations of the Nomination and Remuneration Committee and Board of the Company, at their 9th Annual General Meeting held on September 29, 2021, approved the re-appointment of and payment of remuneration to Mr. Vishnuprasad M as Managing Director of the Company for a period of three years with effect from December 20, 2021.

Subsequent to the year under review, Mr. Sanjay Kumar Mutha has resigned as Company Secretary and Compliance Officer (Key Managerial Person) of the Company w.e.f. September 30, 2022.

Declaration By Independent Directors

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. They have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management.

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 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 Chairperson of 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 was 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.

Considering the volatility of business environment and recent changes in the Board of Directors, the Independent Director reviewed evaluation process and noted the feedbacks received from directors.

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

Number Of Meetings Of The Board

During the year under review, nine Board meetings were held on April 27, 2021, June 28, 2021, August 13, 2021, September 20, 2021, November 13, 2021, February 11, 2022, March 02, 2022, March 21, 2022 and March 30, 2022.

Audit Committee

During the year under review, Mr. Luv Parikh has ceased to be a Member of the Audit Committee w.e.f. May 28, 2021 and Ms. Sharda Agarwal has ceased to be the Chairperson and Member of the Committee w.e.f. May 29, 2021.

The Board had re-constituted the Committee and appointed Mr. Himanshu Dodeja as Member of the Committee w.e.f. May 28, 2021 and Ms. Sharada Sunder as the Chairperson and Member of the Committee w.e.f. June 22, 2021.

Dr. Darlie Koshy ceased to be member of the Audit Committee w.e.f. December 10, 2021.

Subsequent to the year under review, Ms. Sharada Sunder has ceased to be a Chairperson and Member of the Audit Committeew.e.f.April13,2022andMr.ShaileshHaribhakti has ceased to be a Member of the Committee w.e.f. April 22, 2022.

The Board has re-constituted the Committee and appointed Mr. Rahul Mehta as Chairperson of the Committee w.e.f. July 19, 2022 and Mr. Bharat Ram and Ms. Neelam Chhiber as Members of the Committee w.e.f. July 19, 2022, respectively.

The present composition of the Audit Committee of the Company is three Directors (all three are Independent Directors) viz., Mr. Rahul Mehta, Chairperson of the Committee, Mr. Bharat Ram and Ms. Neelam Chhiber, MembersoftheCommittee.AllMembersoftheCommittee possess accounting and financial management expertise.

During the year under review, the Company Secretary of the Company was the Secretary of the Committee.

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

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 carrying on fashion retail business of the Brand ‘Lee Cooper'. During the year under review, FSRL had received notices for termination of agreements for use of Brand "Lee Cooper" for apparel and footwear, from the license owner upon occurrence of event of default due to financial impact amid COVID-19 pandemic. The license owner denied the request of FSRL to restore the license and subsequently, terminated the aforesaid license agreements.

Subsequently, FSRL has entered into a Master Distribution Agreement (Agreement) with new Licensee of Brand "Lee Cooper". As per the Agreement FSRL will continue to have distribution rights for the Indian territory to distribute products under the Brand "Lee Cooper" through permitted third-party (excluding Licensee) offline stores including department retail stores, multi brand stores, Shop in Shop stores, hypermarkets, national footwear chain ("Retail storers").

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

FLFL Travel Retail companies were engaged in the business of developing, marketing, setting up, operating, maintaining and managing the retail outlets at Goa, Lucknow, Guwahati and Bhubaneshwar airports. Presently, your Company holds 51.00% of the paid-up equity capital of each of FLFL Travel Retail companies.

Airport retailers faced the biggest disruption to their business owing to temporally shut down of Airport operations and long lockdowns imposed amid COVID 19 pandemic, which resulted in unsustainable operations and inability to pay guaranteed payments to Airport Authorities, which led to gradually closure of business operations at the above airports.

FLFL Lifestyle Brands Limited (FLBL)

FLBL is inter-alia, engaged in the business of making investment in fast growing fashion companies and fashion brands. FLBL believes in nurturing the brands value by making them recognisable and competitive in the fashion industry. Your Company holds 49.02% of the paid-up equity capital of FLBL.

Clarks Reliance 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 under the brand CLARKS which 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. Presently, FLBL, an associate company of the Company holds 1.80% of the paid-up equity capital of Celio.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries, associate and joint venture 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, associates and Joint Venture companies as on March 31, 2022 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 Annual General Meeting. 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.

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 Annual General Meeting of the Company held on August 29, 2017 until the conclusion of the Tenth Annual General Meeting of the Company to be held in the year 2022.

Subsequent to the year under review, pursuant to the recommendation of the Audit Committee, the Board of Directors of the Company at their meeting held on August 27, 2022, has considered and approved the appointment of M/s. Bipin B. Shah & Co., Chartered Accountants (Registration number 101511W) as Statutory Auditors of the Company, subject to the approval of Shareholders of the Company at their ensuing Annual General Meeting, for a term of 5 years, from the conclusion of Tenth Annual General Meeting till the conclusion of Fifteenth Annual General Meeting.

Auditors' Report

The Auditors' Reports on the Financial Statements (Standalone and Consolidated) of the Company for the financial year ended March 31, 2022 are issued with unmodified opinion.

The Auditors has specifically drawn attention to the observations made in their Reports to material uncertainty related to Going Concern. They mentioned in the Report that the entire net worth of the Company has been eroded due to losses incurred in the previous year and its current liabilities exceeded its current assets which indicates a material uncertainty exists, that might cast a significant doubt on the Company's ability to continue as a going concern.

The Company was in the process of implementing business revival plans which in the opinion of the management would enable the Company to have sustainability and turnaround of its business operations. The Company's ability to generate positive cash flows was dependent on the successful implementation of such business revival plans. Pending the resolution of the above uncertainties, the Company has prepared the aforesaid statement on a going concern basis.

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 2021-22, as required under section 204 of the Act and Rules made thereunder.

The Secretarial Audit Report for the financial year 2021-22 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.

Pursuant to section 204 of the Act and Regulation 24A of the Listing Regulations, Mr. Anant Gude, Practising Company Secretary has been appointed Secretarial Auditor of Future Speciality Retail Limited ("FSRL"), an unlisted material subsidiary of the Company to carry out the Secretarial Audit for the financial year 2021-22. The Secretarial Audit Report of FSRL to be issued by Mr. Anant Gude, Practicing Company Secretary would be annexed to the 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.

During the year under review, The Company has reviewed the major risks including risks on account of business continuity, supply chain management, third party risks, legal compliance and other risks which affected or may affect its operations, employees, customers, vendors and all other stakeholders from both the external and the internal environment perspective. Based on the risk identification, appropriate actions have been initiated to mitigate and/or monitor such risks on a regular basis.

Other Risks associated to the business of the Company including cyber risk and cyber security such as prevention measures taken on threats, Malware, Virus and web application threats, were being periodically reviewed by the Management 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.

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.

Corporate Social Responsibility (Csr)

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

The terms of reference of the Corporate Social Responsibility ("CSR") Committee is provided in the

Corporate Governance Report, which forms part of this Annual Report.

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.

Business Responsibility Report

Pursuant to regulation 34(2)(f) of the Listing Regulations, a Business Responsibility Report forms part of this Annual 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.

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).

During the year under review, the Nomination and Remuneration Committee has cancelled 29,353 vested and 58,706 unvested Stock Options granted under FLFL Employee Stock Option Scheme 2013 (FLFL ESOS 2013) and 37,500 vested Stock Options granted under Employee Stock Option Plan - 2015 (FLFL ESOP 2015), pursuant to terms of the FLFL ESOS 2013 and FLFL ESOP 2015, respectively.

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

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,theAnnualReportexcludingtheaforesaidinformation 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 Annual General Meeting.

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

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 and to create an environment that is free from any discrimination and sexual harassment.

The Company has in place a policy on prevention of sexual harassment at workplace which 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 made 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.

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

Annual Return

In accordance with section 134(3)(a) and section 92(3) of the Act, the annual return as on March 31, 2022, in prescribed format is available on the Company's website at www.futurelifestyle.in

Particulars Of Loans, Guarantees And In Vestments

The details of loans, guarantees, investments and security, as required under the provisions of section 186 of the Act and as required under regulation 34(3) of the Listing Regulations, are provided in the note no.37 in Notes forming part of the Standalone 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.

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.

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, 2022.

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, the Company has transferred an amount of Rs 1,86,245 pertaining to unpaid / unclaimed dividend pertaining to the financial year 2013-14 and transferred 2,04,838 Equity Shares in respect of which dividend remained unpaid / unclaimed for seven consecutive years or more, to IEPF, in accordance with the provisions of the IEPF Rules.

The details of unpaid / unclaimed dividends lying with the Company are as under:

Credit Ratings

Your Company has obtained ratings from CRISIL Limited (CRISIL) and CARE Ratings Limited (formerly known as Credit Analysis & Research Limited) (CARE) for the Company's long-term credit facility, short term credit facility, and Non- Convertible Debentures. For more details, please refer to the Corporate Governance Report, which forms part of this Annual Report.

Disclosure Requirements

Details of familiarisation programs imparted to

Independent Directors are available on the website of the Company at the link: http://futurelifestyle.in/ corporate_governance.aspx

Policy for determining material subsidiaries of the Company is available on the website of the Company at the link: http://futurelifestyle.in/ statutory_documents.aspx

Policy for determining Materiality of Events of the Company is available on the website of the Company at the link: http://futurelifestyle.in/ statutory_documents.aspx

Policy for archival of documents of the Company is available on the website of the Company at the link: http://futurelifestyle.in/statutory_documents.aspx

The code of conduct for Directors and senior management of the Company is available on the website of the Company at the link: http:// futurelifestyle.in/corporate_governance.aspx

Policy on dealing with related party transactions is available on the website of the Company at the link: http://futurelifestyle.in/statutory_documents.aspx

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.

Except as disclosed elsewhere in this Report, there are no material changes affecting the financial position of the Company, subsequent to the end of the financial year 2021-22 till the date of this Report.

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

The Managing Director of the Company did not receive any remuneration or commission from any of the subsidiary of the Company.

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

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

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.

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 business sustainability post Covid-19 pandemic.