Forbes & Company Ltd

Dear Members,

The Board of Directors hereby submit the report of the business and operations of the Company along with the Audited Financial Statements of the Company for the Financial Year (FY) ended March 31, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Financial Results and Highlights of Performance

The Company's performance, as per Indian Accounting Standards (IND AS), during the Financial Year under review is summarized as follows:

Rs in Lakhs

Note: The above figures are extracted from Standalone and Consolidated Financial Statements as per Indian Accounting Standard ("IND AS") and are prepared in accordance with the principles stated therein as prescribed by the Ministry of Corporate Affairs under section 133 of the Companies Act, 2013 ("Act") read with relevant rules issued therein.

* The results are reinstated for the previous year ended March 31, 2023 in view of the effect of the Scheme of Arrangement between Forbes

& Company Limited and Forbes Precision Tools and Machine Parts Limited, and their respective Shareholders for demerger of Precision Tools business of the Company, the appointed date of the scheme was April 01, 2023. The effective date of the scheme was March 01, 2024.

From the appointed date, the precision tool business including all its assets and liabilities is transfered and vested to Forbes Precision Tools and Machine Parts Limited.

Management Discussion & Analysis of Financial Conditions, Results of Operations and State of Company Affairs

General Performance and Outlook

The Indian economy has shown remarkable resilience and growth postpandemic, establishing itself as the fifth-largest economy globally and maintaining its position as the fastest-growing economy among G20 nations. Despite the global economic struggle to recover from the pandemic, India has managed to bounce back strongly, with several structural reforms strengthening its macroeconomic fundamentals.

In 2023-24, the Indian economy is estimated to have grown by 7.3%, following growth rates of 9.1% in FY22 and 7.2% in FY23. The National Statistical Organization estimates a growth rate of 7% for 2024-25, marking the fourth consecutive year of achieving 7% growth. This consistent performance highlights India's robust economic policies and effective implementation strategies over the past decade.

However, India must remain vigilant to challenges such as global manufacturing dynamics shifts, the rise of Artificial Intelligence, and critical energy transitions. The policies adopted in recent years have positioned the Indian economy well to address these challenges. The overall outlook for the Indian economy remains positive, reflecting strong macroeconomic fundamentals and strategic policy initiatives.

Performance and outlook

During the year under consideration, your Company has undertaken several consolidation actions, which are detailed below, followed by a discussion of the results. These actions enable the Company to concentrate on growth-oriented businesses, specifically Coding & Industrial Automation and Real Estate. The Company maintains a tradition of excellence, with total customer delight as its singular aim. Significant actions taken in various areas are summarized hereunder for a better understanding of all stakeholders:

Strategic Reorganization

• Your Company had approved the Scheme of Arrangement ("Scheme") between the Company ("FCL" or the "Demerged Company") and Forbes Precision Tools and Machine Parts Limited ("FPTL" or the "Resulting Company") and their respective shareholders under Section 230 to 232 of the Companies Act, 2013 and other applicable provisions and the Rules framed thereunder. This Scheme is a Scheme of Arrangement involving demerger of Precision Tools business of the Company into FPTL. The National Company Law Tribunal (NCLT) vide its Order dated February 09, 2024 approved the Scheme and the certified copy of the Order was received on

February 22, 2024. The Scheme became operative from April 01,2023 and effective from March 01,2024. Pursuant to clause 8, of the Scheme the shareholders of the Company were allotted on March 13, 2024, 4 (four) equity shares of FPTL for 1(one) equity share held in the Company. FPTL had ceased to be subsidiary of the Company with effect from March 13, 2024.

Other Activities

• Your Company has entered into a Sale Deed dated June 01, 2023 with the buyer for sale of 0.538 acres of industrial land at Chennai at a total consideration of Rs15 crores. The Company has received entire consideration of Rs 15 crores. The difference between the net disposal proceeds and the carrying amount of the land amounting to Rs 14.47 Crores has been recognized as gain on disposal and reflected in other income in the financial results.

• Your Company was holding 50% shareholding in Forbes Concept Hospitality Services Private Limited (FCHSPL), a Joint Venture of the Company, which became part of your Company directly during the Eureka Forbes Limited demerger process. Since, there were no activities nor any significant assets or liabilities in that company, the Board of Directors of the Company at their meeting held on August 03, 2023 has approved sale of its holding to Metamix Technologies Private Limited and Floral Finance Private Limited. Pursuant to the said sale of the entire shareholding in FCHSPL, it has ceased to be a Joint Venture of the Company effective from August 03, 2023.

Consequent to the above rationalization and relevant developments/ actions, your Company now can better focus to handle and address the key areas - namely Coding & Industrial Automation and Real Estate business. The above actions enable your Company to take challenging targets to leverage on the competencies and the capabilities created with the new situation.

Coding & Industrial Automation Business (CIAB):

The Coding & Industrial Automation Business (CIAB) which includes conventional marking system, dot peen Marking Systems, Lasers and Industrial Project Automation achieved a 27% year-overyear growth, with an improvement in contribution margin, but the segment results for this business are still marginally negative. The initiative to increase the volumes continues and we are confident of achieving higher volumes to enable positive growth in the results.

In view of the demerger and restructuring of the CIAB, the sales channel has to be re-organised and your Company is establishing a zonal sales structure to better manage both the Automation business and the channel sales of the traditional product lines. This structural change will allow us to be more focussed in geographies with better demand of the products. We will enhance and improve our distribution network and at the same time focus on new product introduction for our customers for this category.

As a technology-driven business, your Company is in the process of expanding its capabilities to scale the business and transition from special purpose machines to comprehensive industrial automation solutions.

Real Estate - Project Vicinia, Chandivali

Your Company has completed the construction of Phase 1 of the project containing Towers A, B, C, D, & F which has been handed over to the customers. Phase 2 containing Towers E, G & H are also completed and handing over of the flats are in progress. Your Company is in process of completing amenities, other infrastructure facilities of the project which is expected to be completed shortly. Your Company has sold entire flat inventory except 9 flats in the total project. Overall completion of the project is delayed consequently, there have been financial impact on the project cost in terms of additional cost.

There are other potential real estate development opportunities which the company may decide to leverage upon by development or from sale from time to time. This is under review with the management.

Lux Group

Forbes Lux International AG (FLIAG), a subsidiary of the company, along with its subsidiary Lux International AG (LIAG) and step- down subsidiaries, has been facing severe liquidity crisis for the past several years. Given the ongoing losses and financial difficulties, the management of FLIAG, LIAG, and Lux Schweiz AG submitted an application on April 11,2023, seeking a provisional debt restructuring moratorium from the Bulach District Court in Wallissellen, Switzerland. By an Order dated April 17, 2023, the Court granted a provisional moratorium, until August 17, 2023, to facilitate the restructuring of these companies. A Provisional Administrator was appointed to assess the prospects for its restructuring. The Provisional Administrator submitted the final report to the Court on August 02, 2023. Based on the Administrator's final report, the Court determined that FLIAG, being a pure holding company that hasn't generated any income for a considerable period and had ceased its operational activities, is not viable. Similarly, Lux Schweiz AG has also discontinued its operational activities and income generation, leading to the decision to initiate bankruptcy proceedings of these companies. As for LIAG, the Court has granted an extension of the moratorium period until December 01, 2023. Consequently, FLIAG and Lux Schweiz were declared bankrupt by an Order dated August 14, 2023.

Subsequently, following due process, the bankruptcy officials issued a publication on September 08, 2023, announcing the closure of the bankruptcy proceedings due to lack of assets unless a creditor requests implementation within a specified 10-day period. Since no opposition was filed with the Bankruptcy Officer during the stipulated timeline, Forbes Lux International AG, in Liquidation and Lux

Schweiz AG, in Liquidation were liquidated and dissolved. In the context of FLIAG's bankruptcy proceedings, Lux International AG, in Liquidation (LIAG), a subsidiary of FLIAG, has been disposed of by the bankruptcy official. Consequently, FLIAG and its subsidiaries are no longer considered subsidiaries of the Company.

Forbes Technosys Limited (FTL)

Forbes Technosys Limited (FTL), a wholly owned subsidiary, is facing serious challenges in terms of operations and due to continuing losses and withdrawal of support from its operational creditors to provide further credit on outstanding dues and non-receipt of its dues by its trade receivables. Company Petition has been filed by FTL in order to submit itself into the Corporate Insolvency Resolution Process (CIRP), under section 10 of the Insolvency and Bankruptcy Code, 2016 (IB Code) before the National Company Law Tribunal, Mumbai Bench on February 20, 2024. The hearing of the said Company Petition is awaited.

For the financial year 2023 -24, the total income of FTL was Rs 333 Lakhs and total loss was Rs 46 Lakhs compared to a net loss of Rs 3,387 lakhs for the year ended March 31, 2023. FTL's current liabilities exceeded its current assets by Rs 11,011 lakhs as at March 31, 2024 and it has accumulated losses of Rs 18,323 lakhs and its net-worth is negative as at March 31, 2024.

FTL is not a material subsidiary of the Company and therefore it will not impact materially on consolidated financials of the Company.

Forbes Bumi Armada Limited (FBAL)

The gross revenue from operations for the financial year ended March 31, 2024 stood at Rs 6,837 Lakhs compared to Rs 5,777 Lakhs for the financial year ended March 31,2023. Total Comprehensive income is at Rs 382 Lakhs as against ' 306 Lakhs in the previous year.

FBAL maintains qualified and experienced manpower which continues to provide quality manning services for Operation and Maintenance of Floating Production Storage Offload "FPSO" Vessels.

FBAL is providing Operations and Management manning services to three (3) FPSOs. Manpower resources of FBAL are delivering international standard services while maintaining high level Health Safety and Environment track records.

The Company has duly complied with ISO 9001, 14001 & 45001 certifications, which are valid till January 17, 2027 and ISO 27001: 2013 - Security Management System Certification valid till October 31, 2025. All the compliances in terms of renewal of certification, licenses and other imperative regulations are regularly renewed and fully complied by the company without any delay.

During the year under review, there has been no change in the nature of business and share capital of the Company.

Forbes Macsa Private Limited

Forbes Macsa Private Limited (FMPL) is a joint venture company between Forbes & Company Limited and Macsa ID, S. A which came together to develop, produce, and market laser marking systems to meet permanent marking, coding & traceability requirement for various industry segments in India.

FMPL is providing permanent marking & coding solution as well as has a larger laser product portfolio with products ranging from Fiber Lasers to CO2 Lasers to UV Lasers to Green Lasers and many more with high speed and integration capabilities. The company prides itself in having the solutions for marking and coding to all kinds of substrates like Plastics, Pet Bottles, Glass, Packing Films, Metal Components - Aluminium etc. covering all segments of industry - Industrial, Food, Beverage, Home care, Personal care, Pharma etc.

FMPL is in initial phase of its business operation. The gross revenue from operations for the financial year ended March 31,2024 stood at Rs 564 Lakhs with a Net Loss of Rs 228 Lakhs.

The Svadeshi Mills Company Limited (Svadeshi) - Associate Company

In the matter of Svadeshi Mills Company Limited (Svadeshi), the Hon'ble High Court, Bombay vide order dated October 09, 2023 has allowed the Interim Application (IA) filed by Grand View Estate

Private Limited (GVEPL) granting permanent stay on the winding up of Svadeshi along with directions to Official Liquidator (OL) to handover entire undertaking of Svadeshi including all its properties, assets, books of accounts etc., to GVEPL. OL has been discharged as the liquidator of Svadeshi except for carrying out certain directions. Directors have been appointed on the Board of Svadeshi. ROC has been directed to restore status of Svadeshi as active.

Your Company as a shareholder of Svadeshi has secured the funding availed by GVEPL for revival of Svadeshi by way of exclusive pledge of entire equity shares of the Company and its wholly- owned subsidiary Forbes Campbell Finance Limited (FCFL) in Svadeshi, assignment of secured debt due to the Company from Svadeshi together with the underlying security and hypothecation of receivables due to the Company from Svadeshi.

Financial Performance

The Consolidated Financial Statements of your Company and its subsidiaries, its joint ventures and associate companies are prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and other relevant provisions of the Companies Act, 2013. The Notes to Consolidated Financial Statements are disclosed and forms part of the Consolidated Financial Statements.

Segment wise performance

The summarized performance of segment revenues and segment results is as under:

Rs in Lakhs

Key Financial performance, Operational Information and Ratio Analysis

Revenue

During the year your Company has achieved total standalone revenue (including other income) of Rs 14,626 lakhs (previous year Rs 25,589 lakhs).

During the year your Company achieved consolidated revenue (including other income) of Rs 15,113 lakhs (previous year Rs 26,240 lakhs).

Earnings Before Interest, Depreciation, Taxation and Amortization ("EBIDTA") (excluding Exceptional item)

Standalone EBIDTA is Rs 3,003 lakhs (previous year Rs 20,204 lakhs) while Consolidated EBIDTA is Rs 2,975 lakhs (previous year Rs 18,635 lakhs).

Profit/(Loss) Before Tax ("PBT")

Consequent to the above, during the year standalone PBT is Rs 2,250 lakhs (previous year Rs 22,448 Lakhs)

Consolidated PBT is Rs 2,138 lakhs (previous year Rs 18,558 lakhs) Fixed Assets

The opening gross block of standalone financials is Rs 14,422 lakhs includes assets pertaining to discontinued business was Rs 13,799 lakhs which has been reduced on account of demerger of precision tools business. The remaining opening gross block is Rs 622 lakhs (previous year Rs 14,241 lakhs). Consolidated Gross Block of assets is Rs 1,401 lakhs (previous year Rs 17,190 lakhs which includes gross block of Lux group Rs 1,990 lakhs & precision tools business Rs 13,799 lakhs).

Total Comprehensive Income / (Loss)

During the year standalone profit after other Comprehensive income of Rs 2,309 lakhs (previous year Rs 25,167 lakhs).

Consolidated Profit after Other Comprehensive Income of ' 2,814 lakhs (previous year ' 15,960 lakhs)

Borrowing

Total standalone borrowing is Nil in current year as well as in previous year.

Your company's consolidated borrowing is Rs 406 lakhs (previous year Rs 376 lakhs).

OPPORTUNITIES & RISKS

Our success as an organization depends on our ability to identify opportunities and leverage them while mitigating the risks that arise while conducting our business. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Some of the opportunities and key risks, anticipated impact on the Company and mitigation strategy is as follows:

Market Development

Your Company monitors external market trends and collates consumer insights to develop category and brand strategies.

Your Company actively searches for ways to translate the trends in consumer preference and taste into new technologies for incorporation into future products. We develop product ideas both in-house and with selected partners to enable us to respond to rapidly changing consumer trends with speed.

Your Company is dedicated to ensuring that its vendors, suppliers, contractors etc work in a healthy and safe environment while delivering on the expected standard.

Political and Global Uncertainty

Political uncertainty or volatile economic uncertainty may adversely affect the reduced demand and could restrict revenue growth opportunities.

Your Company has broad based diversified businesses catering to various industry segments and diverse markets and hence may not get affected by such uncertainty.

Legal and Regulatory

Compliance with laws and regulations is an essential part of your Company's business operations. We are subject to laws and regulations in diverse areas as product safety, product claims, trademarks, copyright, patents, competition, employee health and safety, the environment, Water and Air Pollution, corporate governance, listing and disclosure, employment, and taxes. Frequent changes in legal and regulatory regime and introduction of newer regulations with multiple authorities regulating same areas lead to complexity in compliance. We closely monitor and review our practices to ensure that we remain complaint with relevant laws and legal obligations.

Systems and Information

Your Company's operations are increasingly dependent on IT systems and the management of information.

Increasing digital interactions with customers, suppliers and consumers place even greater emphasis on the need for secure and reliable IT systems and infrastructure, and careful management of the information that is in our possession.

The cyber-attack threat of unauthorized access and misuse of sensitive information or disruption to operations continues to increase.

To reduce the impact of external cyber-attacks impacting our business, we have sufficient security measures including firewalls and threat monitoring systems in place, complete with immediate response capabilities to mitigate identified threats. Our employees are trained to understand these requirements.

Internal control systems and their adequacy

Your Company has an internal control system, which ensures that all transactions are recorded satisfactorily and reported and that all assets are protected against loss from unauthorized use or otherwise. The internal control systems are supplemented by an internal audit system carried out by a team under the direct supervision of the Head of Internal Audit. The findings of such internal audits are periodically reviewed by the management and suitable actions taken to address the gaps, if any. The Audit Committee of the Board meets at regular intervals and addresses significant issues raised by both the

Internal Auditors and the Statutory Auditors. The process of internal control and systems, statutory compliance, information technology, risk analysis and risk management are inter-woven to provide a meaningful support to the management of the business.

M/s Sharp & TannanAssociates, the statutory auditors ofthe Company has audited the financial statements included in this annual report and has issued a report on Company's internal financial controls over financial reporting as defined in Section 143 of the Act.

Material Development in Human Resources and Industrial Relations

The fiscal year 2023-24 commenced with promising business results across all product categories, reflecting a positive start. The Human Resources function concentrated on several critical areas, ensuring a robust and future-ready organization. Key HR initiatives and activities undertaken during the year are summarized below for stakeholders' better understanding:

a. Employee Safety, Health & Wellbeing:

The focus was on the overall well-being of employees, ensuring a safe and healthy work environment.

Health-related seminars were organized to educate employees on various health issues and promote a healthy lifestyle. Annual Health checkup of employees including contract workers followed by doctor advice & address the health-related issues of the employees on weekly basis.

Safety programs were conducted during safety week to reinforce the importance of workplace safety.

b. Talent Acquisition & Development:

A six-day induction program was implemented for all new joinees to familiarize them with the company culture, values, systems policies, and departmental functions.

The induction program aimed to seamlessly integrate new employees and provide a comprehensive understanding of the company's operations and products.

c. Performance Management & Capability Development:

A structured performance management system was employed to ensure employees' growth and productivity.

Capability development programs were designed to make the organization future-ready, focusing on skill enhancement and professional growth.

d. Harmonious Industrial Relations:

Industrial relations remained harmonious, contributing to a peaceful work environment.

A labor agreement focused on productivity improvement was successfully signed, fostering cooperation and mutual growth.

e. Internal Talent Promotion:

i) Apprenticeship and Future Workforce Planning:

Your company participated in the National Apprentice Promotion Scheme, creating a pipeline for junior engineers.

This initiative aimed to increase employability and meet future manpower requirements, ensuring a steady influx of skilled professionals.

ii) Environmental and Community Initiatives:

Tree plantation drives were organized in the factory premises on World Environment Day, reinforcing the company's commitment to sustainability.

iii) Smooth Execution of Demerger Activities:

All demerger activities were meticulously planned and executed on time, ensuring a smooth transition and minimal disruption to operations.

By focusing on these areas, your company has created a supportive and dynamic work environment that fosters employee growth, operational efficiency, and sustainable development. These initiatives have laid a strong foundation for continued success and growth in the coming years

Investment in Subsidiaries/Joint Ventures

Your Company have invested in Equity Shares of FMPL amounting to ' 100 Lakhs and Preference Shares of FMPL amounting to ' 150 Lakhs in FY 2023-24.

Subsidiaries/ Associates /Joint Ventures

During FY 2023-24 the following company(s) have become or ceased to be subsidiaries, joint ventures or associates.

Details of subsidiaries, associate companies and joint venture companies are set out in the statement in Form AOC-1, pursuant to Section 129 of the Companies Act, 2013 ("Act") and, is attached, herewith, as Annexure "I". Financial Statements of these subsidiaries are available for inspection at the registered office of the Company and that of the subsidiary company concerned and the same would be also available on the website of the Company, www.forbes.co.in

Dividend & Transfer to Reserves

In accordance with SEBI (Listing Obligations and Disclosure Regulations), 2015, the Board of Directors of the Company has adopted a Dividend Distribution Policy, which is available on the website of the Company, www.forbes.co.in

No amount has been transferred to the reserves during the year.

Share Capital

The paid-up Equity Share Capital of the Company as on March 31, 2024 was ' 1,289.86 Lakhs. During the year under review, the Company has not issued any shares with differential voting rights or ‘sweat equity shares' and has not granted any stock options.

Finance

The Board is pleased to inform the stakeholders that the Company is now Debt Free as on March 31, 2024. The Company continues to focus on judicious management of its working capital. Relentless focus on receivables, inventories, strict cost control where possible, and the sale of assets has helped in keeping the borrowings and effective interest cost under control.

Deposits

The Company has not accepted deposits from public falling within the ambit of Section 73 of the Act and The Companies (Acceptance of Deposits) Rules, 2014.

Particular of loans, guarantees and investments

Particular of Loans, Guarantees and Investments covered under provisions of section 186 of the Act are given in the notes to the Financial Statements.

Related Party Transactions

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There were no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are of a foreseen and repetitive nature. The transactions entered pursuant to the omnibus approval so granted are placed before the Audit Committee on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website viz, www.forbes.co.in

Vigil Mechanism/Whistle Blower Policy

The Company has Whistle Blower Policy/Vigil Mechanism to deal with instances of fraud and mismanagement, if any. The Policy is also available on the website of the Company viz, www.forbes.co.in

Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, senior management personnel and their remuneration. Remuneration Policy of the Company acts as a guideline for determining, inter alia, qualification, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of the performance of the Director, Key Managerial Personnel and Senior Managerial Personnel. Nomination and Remuneration Policy is available on the website of the Company, www.forbes.co.in

Business Responsibility and Sustainability Report

The requirement under Regulation 34 (2)(f) of the SEBI (Listing Obligations and Disclosure Requirements), 2015 is not applicable to the Company as the Company was not in the list of top 1000 listed entities based on market capitalization as on March 31,2024.

Internal Complaints Committee

Your Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace as per with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. Internal

Compliant Committee (ICC) has been setup to redress complaints received regarding sexual harassment as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the ICC includes external member. During FY 2023-24, no complaints on sexual harassment were received.

Corporate Governance and Management Discussion and Analysis

The guiding principle of the Code of Corporate Governance is ‘harmony' i.e., balancing the need for transparency with the need to protect the interest of the Company and balancing the need for empowerment at all levels with the need for accountability. A detailed report on Corporate Governance forms part of Annual Report. The ‘Management Discussion and Analysis' forms part of this report.

Corporate Social Responsibility (CSR)

Your Company is committed to its stakeholders to conduct business in an economically, socially and environmentally sustainable manner that is transparent and ethical.

Your Company is committed to inclusive, sustainable development and contributing to building and sustaining economic, social and environmental capital and to pursue CSR projects, as and when required, that are replicable, scalable and sustainable with a significant multiplier impact on sustainable livelihood creation and environmental replenishment.

The total amount to be spent during the financial year 2023-24 was ' 43.20 lacs.

The Report on CSR activities, in terms of Section 135 of the Companies Act, 2013, is annexed as Annexure II to this report.

Risk Management

The Board of Directors of your Company has formed a Risk Management Committee for identification, evaluation and mitigation of external and internal material risks. The Committee has established a framework for the company's risk management process and ensures its implementation. The Committee periodically reviews the risk management processes and practices of the Company and establish and amends procedures to mitigate risks on a continuing basis.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

Directors and Key Managerial Personnel

As per provisions of Section 152(6) of the Act, Mr. Jai Mavani is due to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board of Directors recommends his re-appointment as Director of the Company.

Based on the recommendations of the Nomination and Remuneration Committee and subject to the approval the Shareholders of the Company, the Board of Directors approved the re-appointment of Mr. Nikhil Bhatia as an Independent Director for second term of 5 years commencing from May 15, 2024 and the appointment of Mr. Ravinder Prem as an Additional Director and Whole-time Director of the Company for the period of two years with effect from April 01, 2024. The said appointments were approved by the shareholders of the Company through postal ballot on March 18, 2024 and April 22, 2024 respectively.

Mr. M. C. Tahilyani, Managing Director of the Company demitted his office as Managing Director of the Company with effect from the close of business hours on March 31, 2024. He continues on the Board of Directors of the Company as Non-Executive, NonIndependent Director with effect from April 01, 2024 and shall be liable to retire by rotation. He was appointed as the Chairman of the Board of Directors with effect from May 29, 2024.

Mr. Shapoor P. Mistry due to pre-occupation and prior professional/ personal commitments has resigned as Chairman and Non-Executive Director of the Company with effect from close of business hours on March 31, 2024.

The Board places on record its appreciation for the invaluable services and guidance rendered by Mr. Shapoor P. Mistry to the Board and the Company during his tenure as Member of the Board/Committees of the Board and as Chairman of the Company.

The second term of Mr. D. Sivanandhan as an Independent Director expires on August 05, 2024, and he is not eligible for re-appointment in accordance with the provisions of Section 149 (11) of the Companies Act, 2013.

Based on the recommendations of the Nomination and Remuneration Committee and subject to the approval of the Shareholders of the Company, the Board of Directors at their meeting held on May 29, 2024, appointed Mr. Paras Savla (DIN:00516639) as an Additional Director (Non-Executive- Independent) of the Company with effect from August 05, 2024.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under the Act and SEBI (LODR), 2015 and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of Board/ Committee of the Company.

One of the Directors holds 2032 Equity shares of the Company and is entitled to all rights and obligations of other shareholders.

Independent Directors are familiarized with their roles, rights and responsibilities in the Company through induction programmes at the time of their appointment as Directors and through presentations made to them from time to time. The details of familiarization programmes conducted have been hosted on the website of the Company and can be accessed at www.forbes.co.in

Pursuant to the provisions of section 203 of the Act, Mr. M. C. Tahilyani, Managing Director, Mr. Nirmal Jagawat, Chief Financial Officer and Ms. Rupa Khanna Company Secretary are the Key Managerial Personnel of the Company as on March 31,2024.

Mr. Ravinder Prem, Whole-Time Director, Mr. Nirmal Jagawat, Chief Financial Officer and Mr. Pritesh Jhaveri, Company Secretary are the Key Managerial Personnel of the Company with effect from April 01,2024.

Audit Committee of the Board of Directors

The details pertaining to the composition of the Audit Committee of the Board of Directors are included in the Corporate Governance Report which forms part of this report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR), 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Audit, Nomination and Remuneration, Stakeholders' Relationship Committees.

The performance of the Board was evaluated by the Board after seeking feedback from all the Directors based on the parameters/criteria, such as, degree of fulfillment of key responsibility by the Board, Board Structures and Composition, establishment and delineation of responsibilities to the Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics and quality of relationship between the Board and the Management.

The performance of the committees viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility and Stakeholders Relationship Committee was evaluated by the Board after seeking feedback from Committee members based on parameters/criteria such as degree of fulfillment of key responsibilities, adequacy of committee composition, effectiveness of meetings, committee dynamics and, quality of relationship of the committee with the Board and the Management.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors based on selfassessment questionnaire and feedback/inputs from other Directors (without the concerned director being present).

In a separate meeting of Independent Directors, performance of NonIndependent Directors of the Board as a whole and the performance of the Chairman were evaluated.

Disclosure as required under Section 197 (12) of Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure ‘HI' to this Report.

Meetings of the Board

The Board met at least once in each quarter and 7 (seven) meetings of the Board were held during the year and the maximum time gap between two Board meetings did not exceed the time limit prescribed in the Act. The details have been provided in the Corporate Governance Report.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act, the Directors, based on the representations received from the operating management, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 profit or loss of the Company for that period;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Audit Report

On a Standalone basis, there are no qualifications stated in the audit report and hence there is nothing specific to comment on the Standalone Audit Report, other than the comments mentioned in the report itself, which are self-explanatory.

As regards the Consolidated Financial Statements, the Statutory Auditors have given a Qualified Opinion and have expressed their inability to provide an opinion on the state of affairs of the Consolidated financials of the Company. There is a point relating to the Forbes Technosys Limited (FTL) for which has been carried forward by the Statutory Auditor of the Company. The Statutory auditor of the FTL has given an adverse report. In connection with this points the responses are given hereunder:

The reporting of the Forbes Technosys Limited (FTL) is on periodic basis as a subsidiary for consolidation purposes based on the quarterly limited review or Audited financials. This process is followed since incorporation of FTL.

FTL has incurred a net loss of ' 46.32 lakhs for the year March 31, 2024 and a net loss of ' 3,384.96 lakhs for the year ended March 31, 2023. The Company's current liabilities exceeded its current assets by ' 11,011.01 lakhs as at March 31, 2024. The Company has accumulated losses of ' 18,322.65 lakhs and its net-worth is negative as at March 31, 2024.

Subsequent to the setback of Covid-19 pandemic, FTL was confident of repayment of all liabilities, as and when due, from business operations and/ or financial support from the Parent Company and other shareholders. FTL also received the approval from the National Company Law Tribunal - Mumbai Bench (‘the NCLT') for the Composite scheme of arrangement during the previous year to improve the position of FTL.

However, due to continuing losses and withdrawal of support from its operational creditors to provide further credit on outstanding dues and non-receipt of its dues by its trade receivables, a corporate insolvency resolution process ("CIRP") under Section 10 of the Insolvency and Bankruptcy Code, 2016 has been initiated by the FTL voluntarily vide application filed before the NCLT on February 20, 2024. The hearing of the said application is awaited. During the pendency of such application before the NCLT, the financial statements for the year ended March 31, 2024 have been prepared on a going concern basis.

FTL is in the process of negotiating settlements with and obtaining balance confirmations, from its outstanding trade payables (other than related parties) of ' 1,693.43 lakhs and trade receivables of ' 308.22 lakhs as at March 31, 2024 which has not been completed as on date of these financial statements and the adjustment arising from such process, if any, shall be accounted for when such process is complete. FTL has assessed recoverability of its assets such as trade receivables, inventory, other current assets and loans and advances and believes that the carrying cost of all its assets (net of provisions) are recoverable. Consequently, the Company believes that there will not be any material impact on the recoverability of these assets.

The investment made and loans granted by the Company to FTL has also been fully provided in the standalone financials of the Company and this has no risk or consequences on the Company.

Further, the quantum of assets and liabilities of FTL will not have any material impact on the consolidated financials of the company as the same forms a small percentage (%) of the overall consolidated assets and liabilities.

While the auditors' views arise from the continuing losses and viability of business of FTL and application under Section 10 of the

Insolvency and Bankruptcy Code, 2016, the Company believes that under the current circumstances as explained above, the financial reporting is in order.

Auditors

Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s Sharp & Tannan Associates (ICAI Firm Registration No.109983W) are Statutory Auditors of the Company till the conclusion of 108^th Annual General Meeting of the Company.

The Audit Report forms part of the Annual Report. The Auditors have referred to certain matters in their report on Financial Statements to the shareholders, which read with relevant notes forming part of the accounts, is self - explanatory.

Cost Auditors

As per the requirements of Section 148 of the Act read with The Companies (Cost Records and Audit) Rules, 2014, the cost accounts of the Company are required to be audited by a Cost Accountant. The Board of Directors of the Company have, on the recommendation of the Audit Committee, appointed Kishore Bhatia & Associates, Cost Accountants, as Cost Auditors for FY 2024-25 on a remuneration of ' 1.50 lakhs plus applicable taxes and out of pocket expenses.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Makarand M. Joshi & Co, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as Annexure ‘IV' and which is self explanatory.

Secretarial Standards

The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

Particular of Employees and Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

(a) The information required pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

(b) Information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134 (3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014 is annexed herewith as Annexure ‘VI'.

Extract of Annual Return

Pursuant to section 92(3) read with section 134(3)(a) ofthe Companies Act, 2013, the Annual Return as on March 31, 2024 is available on the website of the Company viz, www.forbes.co.in

Cautionary Statement

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply, input costs, availability, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

Acknowledgements

Your Directors acknowledge and thank all stakeholders of the Company viz. customers, members, employees, dealers, vendors, banks and other business partners for their valuable sustained support and encouragement. Your Directors look forward to receiving similar support and encouragement from all stakeholders in the years ahead.