SEBI investigation into Future Retail Limited limited to securities law compliance

This order addresses SEBI's investigation into Future Retail Limited (FRL) regarding alleged misleading disclosures, non-disclosure of related party transactions, understatement of debt, and diversion of funds by its promoters and key managerial personnel.

Who it concerns: Mr. Kishore Biyani, Mr. Rakesh Biyani, Mr. C.P. Toshniwal, Mr. Virendra Samani, Ms. Gagan Singh, Mr. Ravindra Dhariwal, Ms. Sridevi Badiga, Mr. Ashok Trivedi, Mr. Ravi Ajwani, Mr. Lokesh Khandelia, Mr. Raghav Kalyani, and Future Retail Limited (FRL).

What SEBI found or ordered

• SEBI initiated an investigation in June 2022 to ascertain if FRL's books were manipulated or funds diverted by promoters for FYs 2019-20 and 2021-22.
• A Forensic Audit Report (FAR) dated March 22, 2024, and an Investigation Report (IR) dated March 28, 2024, were submitted to SEBI.
• SEBI issued a Show Cause Notice (SCN) on July 18, 2024, alleging violations of the SEBI Act, PFUTP Regulations, and LODR Regulations.
• Settlement applications filed by Noticees No. 1, 2, 3, and 4 were rejected by SEBI's Whole Time Members panel on January 01, 2026.
• The order covers findings on misleading disclosures regarding Related Party Transactions, debt/liability, the Scheme of Arrangement with Reliance Group, and diversion of funds.
• FRL was admitted into Corporate Insolvency Resolution Process (CIRP) by the NCLT on July 20, 2022, and is currently in liquidation.

Also in the document

• The proceedings are limited to securities law compliance and do not address issues pending before the NCLT or other courts regarding insolvency or avoidance transactions.
• Future Retail Limited (FRL) itself is not a Noticee in these proceedings, likely due to the moratorium under the Insolvency and Bankruptcy Code (IBC) that was in operation when the SCN was issued.
• The investigation specifically focused on the period FY 2019-20 to FY 2021-22 and involved a forensic audit of FRL and its related entities (Future Consumer Limited, Future Supply Chain Solutions Limited, and Future Enterprises Limited).