K Bindu & Associates Company Secretaries

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Henry Conley
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1 K Bindu & Associates Company Secretaries Tel.: (0) (R) Mobile: Off.: Panchsheel 3A/101, Raheja Township, Malad (East), Mumbai Mailing Address: Panchsheel 1A/203, Raheja Township, Malad (East), Mumbai SCRUTINIZER'S REPORT To, The Chairperson of Eleventh (11th) Annual General of Members of Future Retail Limited held on Wednesday, 29th August, 2018 at 9:30 AM at Fourth Floor, Y. B. Chavan Centre, Gen. Jagannath Bhosale Marg, Mumbai Dear Sir/ Madam, Date: 29th August, The Board of Directors of Company, at its meeting held on 21st May, 2018 has appointed me as Scrutinizer for conducting ballot voting and remote e-voting process conducted at Eleventh (11th) Annual General ("AGM ") in a fair and transparent manner for all s as set out in Notice of AGM. 2. In compliance with provisions of Section 108 of Companies Act, 2013 (" Act") and Rule 20 of Companies (Management and Administration) Rules, 2014 as amended from time to time, Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and applicable provisions of Secretarial Standards issued by ICSI as amended from time to time, Company had provided its Members remote e-voting facility which was provided by National Securities Depository Limited ("NSDL") for all s as set out in Notice of AGM. 3. Furr, facility for voting through Ballot Paper was also made available at AGM for those Members / Proxy Holders who attended AGM and have not ir vote through remote e-voting. 4. I submit my report as under: 4.1 The Company has given ballot forms to Members who were present at AGM held on Wednesday, 29th August, 2018 at 09:30 AM at Fourth Floor, Y. B. Chavan Centre, Gen. Jagannath Bhosale Marg, Mumbai ; 4.2 Particulars of all ballot forms received from Members and by electronic mode have been entered in register maintained for purpose; 4.3 The ballot forms I papers were kept under my safe custody in sealed and tamper proof ballot boxes before commencing scrutiny of such ballot forms; 4.4 The ballot box was opened in my presence; 4.5 The ballot forms were duly opened in my presence and scrutinized and shareholding was matched I confirmed with Register of Members of Company as on 22nd August, 2018 ("cut-off date");

2 K Bindu & Associates Page No. 2 of The remote e-voting period had commenced on Sunday, 26th August, 2018 (9:00 AM) and ended on Tuesday, 28th August, 2018 (5:00 PM); 4.8 I have also received a complete record from NSDL, agency appointed for providing and supervising electronic platform, of through electronic mode upto 5:00 PM on 28th August, The were unblocked on 29th August, 2018 at 11 :00 AM in presence of two witnesses, Ms. Forum Shah and Mrs. Dimple Shah who are not in employment of Company. They have signed below in confirmation of being unblocked in ir presence. Name: Forum Shah Name: Dimple Shah 4.9 The remote e-voting data was scrutinized by me for verification of in favour and s, as set out in Notice of AGM. 5. A summary of voting through ballot forms received I remote e-voting is given as per "Annexure A". 6. I have handed over ballot forms and or related papers / registers and records for safe custody to Chairperson who has been authorized by Board of Directors to supervise Ballot process. 7. On basis of scrutiny of ballot forms and through remote e voting, no. 1 to no. 7 as set out in Notice of AGM have been passed by Members of Company with requisite majority. 8. You may accordingly declare result of voting by Ballot process and through remote e-voting. Thanking you. For K BINDU & ASSOCIATES Company Secretaries BINDU DARSHAN SHAH Proprietor ACS-20066, COP-7378

3 K Bindu & Associates Page No. 3 of 6 No. 1 Annexure "A" Adoption of Audited Financial Statements of Company for financial year ended March 31, 2018 toger with Reports of Board of Directors and Auditors reon. Particulars Remote E-Voting Polling at Consolidated Voting Results Members Valid Members Valid of of total I Proxy Members ed number of valid No. 2 Appointment of Mr. Rakesh Biyani (DIN: ), who retires by rotation and being eligible, offers himself for re-appointment Particulars Remote E-Voting Polling at Consolidated Voting Results Members Valid Members Valid of of total / Proxy Members ed number of valid ~Oli

4 K Bindu & Associates Page No. 4 of 6 No. 3 Approval for revision in remuneration of Mr. Kishore Biyani as Managing Director Particulars Remote E-Voting Polling at Consolidated Voting Results Members Valid Members Valid of of total / Proxy Members ed number of valid No. 4 Approval for revision in remuneration of Mr. Rakesh Biyani as Jt. Managing Director Particulars Remote E-Voting Polling at Consolidated Voting Results Meetin Members Valid Members Valid of of total / Proxy Members ed number of valid

5 K Bindu & Associates Page No. 5 of 6 No. 5 Approval for payment of Commission to Non-Executive/ Independent Directors Particulars Remote E-Voting Polling at Consolidated Voting Results Members Valid Members Valid of of total / Proxy Members ed number of valid No. 6 Approval for entering into Related Party Transaction(s) Particulars Remote E-Voting Polling at Consolidated Voting Results Meetin Members Valid Members Valid of of total I Proxy Members ed number of valid

6 K Bindu & Associates Page No. 6 of 6 No. 7 Appointment of Mr. Rahul Garg (DIN: ) as a Director of Company Particulars Remote E-Voting Polling at Consolidated Voting Results No. of No. of No. of No. of Total No. Total No. ¾ of Members Valid Members Valid of of total / Proxy Members ed number of valid NIL NIL NIL NIL NIL NIL NIL

Details of Voting Results. (Combined results of votes cast by Remote E-voting as provided by NSDL and the polling process at the EGM)

Details of Voting Results. (Combined results of votes cast by Remote E-voting as provided by NSDL and the polling process at the EGM) Details of Voting Results (Combined results of votes cast by Remote E-voting as provided by NSDL and the polling process at the EGM) Date of the EGM Total number of Shareholders on record date No. of Shareholders