Future Consumer Limited (FCL) has announced a significant change in its board composition, with the resignation of Birendra Kumar Agrawal from his position as an Independent Director, effective November 11, 2025. This development, disclosed in a regulatory filing, marks a notable shift in the company's leadership structure.

Key Details of the Resignation

Mr. Agrawal's departure extends beyond his role as an Independent Director. With his resignation, he also relinquishes several key positions within the company:

• Chairman of the Company
• Chairman and Member of the Audit Committee
• Member of the Nomination and Remuneration/Compensation Committee
• Member of the Stakeholders' Relationship and Share Transfer Committee

The company stated that Mr. Agrawal cited "extraordinary circumstances" as the reason for his resignation. Notably, he confirmed that there were no other material reasons for his departure beyond what was stated in his resignation letter.

Corporate Governance Implications

This change in board composition may have significant implications for Future Consumer Limited's corporate governance structure. The simultaneous vacancy in multiple critical committees could potentially impact the company's decision-making processes in the short term.

Financial Context

While the resignation is a significant corporate event, it's worth noting that Future Consumer Limited has been facing financial challenges. The company's recent financial results, as disclosed in the same board meeting, provide context to the current situation:

The negative networth indicates ongoing financial stress for the company.

Other Board Decisions

In the same board meeting where Mr. Agrawal's resignation was announced, the company also approved several financial measures:

1. Conversion of outstanding dues into convertible securities for its subsidiaries:

   • The Nilgiri Dairy Farm Private Limited (NDFPL): Up to Rs. 22.50 Crore
   • Aadhaar Retailing Limited (ARL): Up to Rs. 7.50 Crore

2. These conversions aim to alleviate the interest burden on these subsidiaries, which are currently unable to meet their payment obligations.

Looking Ahead

As Future Consumer Limited navigates this transition in its board structure, the company will need to address the vacancies left by Mr. Agrawal's departure. The appointment of new members to these crucial positions will be critical in shaping the company's future governance and strategic direction.

Stakeholders will likely be watching closely to see how these changes impact Future Consumer Limited's operations and financial performance in the coming quarters.

Future Consumer Limited (FCL), a key player in India's consumer goods sector, has reported significant financial distress in its latest quarterly results. The company's financial health has deteriorated, raising concerns about its ability to continue as a going concern.

Financial Snapshot

FCL's financial position paints a grim picture:

Debt Restructuring and Legal Proceedings

The company is grappling with several financial and legal challenges:

1. Loan Defaults: FCL has defaulted on loan payments to banks and financial institutions, resulting in loans being classified as non-performing assets.

2. Debt Assignment: RBL Bank Limited has assigned FCL's financial debt to Prudent ARC Limited under the SARFAESI Act, indicating a potential restructuring of the company's debt obligations.

3. Debenture Transfer: The company received communication regarding the transfer of 2,000 debentures from British International Investment Plc to Resurgent India Special Situations Trust.

4. Legal Action: Resurgent India Special Situations Fund has filed a case against FCL at the National Company Law Tribunal.

Auditors' Concerns

The auditors have expressed material uncertainty about FCL's ability to continue as a going concern, citing:

• Ongoing liquidity issues
• Inability to conclude re-negotiations
• Challenges in obtaining replacement financing

Recent Corporate Actions

Despite the financial turmoil, FCL's Board of Directors has approved some strategic moves:

1. Conversion of Outstanding Dues: The company plans to convert outstanding dues into convertible securities to be issued by its subsidiary companies:

   • The Nilgiri Dairy Farm Private Limited (NDFPL): Up to ₹22.50 Crore
   • Aadhaar Retailing Limited (ARL): Up to ₹7.50 Crore

2. Subsidiary Performance:

   NDFPL (Figures in ₹ Lakhs):

   Metric	FY 2024-25	FY 2023-24	FY 2022-23
   Turnover	3,916.71	4,111.81	3,965.73
   Net Worth	-8,552.51	-	-

   ARL (Figures in ₹ Lakhs):

   Metric	FY 2024-25	FY 2023-24	FY 2022-23
   Turnover	37,748.20	31,108.47	28,574.91
   Net Worth	-10,643.05	-	-

These corporate actions aim to alleviate the interest burden on the subsidiaries, which are currently unable to meet their interest obligations.

The company's financial distress and ongoing restructuring efforts highlight the challenges faced by FCL in the current economic environment. Stakeholders will be closely watching the outcome of the legal proceedings and the effectiveness of the debt restructuring measures in the coming months.