A huge retail deal was in the works. One of the world’s biggest companies raised a serious objection. SEBI stepped in to investigate. And the company at the center of it all—Future Retail—is now in liquidation.
Sounds dramatic? It is.
Let’s break it down.
The Deal That Was Supposed to Save Everything
Future Retail, owned by Kishore Biyani’s Future Group, was struggling financially. The pandemic hit their business hard, footfall in Big Bazaar and other stores dropped, and debt kept piling up.
So in August 2020, when Reliance Retail came in with an offer to buy Future’s retail, wholesale, and logistics businesses for nearly ₹25,000 crore, it felt like a lifeline. A way out of the crisis.
But there was a catch.
Back in 2019, Amazon had invested around ₹1,431 crore in Future Coupons Pvt Ltd (FCPL), a promoter group entity of Future Retail.
That deal gave Amazon certain rights, including one very important clause: Future Retail couldn’t sell its assets to certain “restricted” companies without Amazon’s permission.
And Reliance was on that list.
Amazon Objects, Arbitration Begins
When the deal with Reliance was announced, Amazon cried foul. They said this broke the agreement they had with Future Coupons.
So, in October 2020, Amazon started legal action and filed for arbitration in Singapore (SIAC).
Amazon’s stand was simple: “You gave us veto rights. You can’t sell to Reliance without asking us.”
On October 25, 2020, an emergency arbitrator ruled in Amazon’s favor and ordered Future Retail not to proceed with the deal.
Now, here’s where things start to get murky.
Future Retail Didn’t Disclose Key Information
As a listed company, Future Retail was required to inform the stock exchanges (BSE and NSE) about any major events, especially legal ones that could impact business or investors.
SEBI rules say such disclosures should be made within 24 hours. But Future Retail didn’t inform anyone about the arbitration filed by Amazon on October 5, 2020.
Even after receiving the emergency order from the arbitrator on October 25, they only made a vague note saying they were “examining the order”.
It was only on November 1, 2020, after the media started reporting it and stock exchanges asked questions, that Future Retail finally came out and shared full details.
Too late. And not enough.
SEBI Gets Involved
SEBI looked into the matter and wasn’t happy.
In their investigation, they found multiple violations:
- Delayed disclosure of arbitration proceedings.
- Inadequate details about the emergency arbitrator’s order.
- Failure to follow guidelines related to unpublished price-sensitive information.
Future Retail argued they weren’t a direct party to the agreement with Amazon, and didn’t believe the arbitration was material enough to report. But SEBI pointed out that:
- Future Retail had disclosed similar agreements in the past.
- The order impacted their ₹25,000 crore deal with Reliance.
- And most importantly, disclosures were made only after external pressure.
SEBI called this a clear violation of its disclosure rules, and the explanation didn’t hold up.
The Fall of a Retail Giant
While all this was happening, Future Retail’s financial condition continued to worsen. Lenders were getting nervous, business was not picking up, and the Reliance deal, meant to save them, was stuck.
In July 2024, the National Company Law Tribunal (NCLT) ordered the liquidation of Future Retail. That means the company’s assets will be sold to repay creditors.
Then came SEBI’s final order on April 24, 2025.
SEBI imposed a ₹10 lakh penalty on Future Retail for failing to follow disclosure norms, violating both the LODR and PIT Regulations.
The fine may seem small, but the message was loud and clear: Transparency is not optional.
Impact on Retail Traders
Retail traders lost money not because of poor fundamentals alone, but due to delayed information, legal uncertainty, and lack of transparency from the company.
It’s a hard lesson, but one that reinforces why regulatory disclosures matter and why SEBI’s role in protecting investors is so crucial.
Let me know if you’d like this turned into a retail trader awareness blog or post.
1. Stock Price Crash = Retail Losses
Future Retail was once considered a popular stock in the retail segment. It was part of the Future Group umbrella, which also included companies like Future Consumer, Future Lifestyle, and Future Enterprises.
When the Reliance deal was announced, many retail investors saw it as a positive turnaround story and started buying into the stock, expecting a revival.
But once the Amazon arbitration news broke (and wasn’t fully disclosed by Future Retail on time), and the legal battle dragged on…
- The stock price kept falling.
- Investors got stuck at higher prices.
- Many exited with losses, while others waited, hoping for a deal that never went through.
2. Lack of Timely Disclosures Hurt Trust
SEBI’s key point was that Future Retail didn’t inform the exchanges on time. For retail traders and investors, this meant:
- Material info was hidden.
- They were making decisions without knowing that a massive legal block was in place.
- Those who bought shares after the deal news, but before Amazon’s objection became public, felt misled.
In short, Retail investors didn’t get a fair shot at reacting to crucial news. That’s why SEBI takes disclosure violations seriously.
3. Wider Market Learning: Trust the System, Not the Buzz
This case became a reminder for the retail community:
- Don’t blindly follow deal announcements—always wait for regulatory clearance and proper disclosures.
- Corporate legal battles take time, and they directly impact share prices.
- If a company is in financial stress and suddenly announces a big deal, always ask: “Is there more to this?”
4. Investors in Other Future Group Stocks Also Felt the Heat
Even if someone didn’t own Future Retail directly, many retail traders held stocks like:
- Future Consumer
- Future Enterprises
- Future Lifestyle
All of them were interconnected, and once it became clear the Reliance deal might fall apart, the entire Future ecosystem got dragged down.
Why This Story Matters
If you’re an investor, a trader, or even someone working in a listed company, this case has some important lessons:
- Always disclose material events on time, especially legal ones.
- Agreements—even if indirect—can still have serious consequences.
- Regulators like SEBI take disclosure rules very seriously, and delays won’t be ignored.
- One wrong call or delayed communication can snowball into full-blown crisis.
In Future Retail’s case, what started as a much-needed deal became a legal nightmare. Between Amazon, Reliance, and SEBI, the company ended up losing everything.
The brand is gone. The business is gone. And all that’s left now is a cautionary tale.
