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You can view full text of the latest Director's Report for the company.

ISIN: INE0U2501017INDUSTRY: Retail - Apparel/Accessories

NSE   ` 106.70   Open: 107.00   Today's Range 106.10
107.00
-0.45 ( -0.42 %) Prev Close: 107.15 52 Week Range 65.05
129.80
Year End :2025-03 

Your Directors are pleased to submit the 2nd Annual Report on the business and operations of your Company
(“the Company” or “FORCAS STUDIO LIMITED”), along with the audited financial statements, for the
financial year ended March 31, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

The Financial Results for the year ended March 31, 2025 and the corresponding figure for the previous year are
as under:

Particulars

Fiscal

2024-25

2023-24

Revenue from Operations

142.24

40.48

Other Income

0.80

0.25

Total Income

143.04

40.73

Total Expenditure

131.40

38.01

Profit before tax

11.65

2.72

Current Tax

3.03

0.70

Income tax Adjustment

-

-

Deferred Tax Adjustment

(0.01)

(0.12)

Profit after Tax

8.63

2.14

Basic Earnings per share
(in ?)

5.52

2.14

• Equity shares are at par value of ?10/- per share.

• 46,80,000 equity shares were allotted pursuant to Initial Public Offer (“IPO”) on August 26, 2024.

2. TRANSFER TO RESERVES

We do not propose to transfer any amount to general reserve.

3. DIVIDEND

To strengthen the financial position of the Company and to augment working capital, your directors do not
recommend any dividend for the FY 2025.

4. STATE OF COMPANY’S AFFAIRS

Your Directors are pleased to share the exceptional, operational and financial performance achieved by the
Company even during this turbulent times of inflation, growth slowdown, aggressive interest rate hikes and
other geopolitical factors and its consequent effect on economies of worldwide.

During the FY2025:

> Revenue from operations at ? 142.24 lakhs in FY 25 as compared to ? 112.37 lakhs FY24, translating
to a growth of 26.58% of the financial year.

> PAT stood at 8.63 lakhs in FY 25 as compared to ? 5.04 Lakhs translating to a growth of 71.23% the
financial year.

It is expected that the Company will achieve better operation and financial performance in FY2025.

5. CHANGE IN THE NATURE OF BUSINESS

There is no Change in the nature of the business / operation of the Company done during the year under review.

6. CHANGE IN NAME AND STATUS OF THE COMPANY

Forcas Studio Limited ( “Company”) was originally formed as a partnership firm under the name and style of
‘M/s. Forcas Apparels’ pursuant to a deed of partnership dated April 9, 2010. Subsequently, pursuant to a
resolution dated October 3, 2023 passed at the meeting of partners of M/s. Forcas Apparels, the partnership
firm was converted into a private limited company under the Companies Act, 2013 under the name and style of
‘Forcas Studio Private Limited’ and a certificate of incorporation dated January 12, 2024 was issued by the
Registrar of Companies, Central Registration Centre. Subsequently, pursuant to a resolution passed by our
Board of Directors in their meeting held on February 20, 2024, and by the Shareholders at an Extra-Ordinary
General Meeting held on February 23, 2024, our Company was converted into a public limited company and
consequently the name of our Company was changed to ‘Forcas Studio Limited’ and a fresh certificate of
incorporation dated April 5, 2024 was issued by Registrar of Companies, Central Processing Centre. The
Corporate Identification Number of our Company is L14101WB2024PLC267500.

7. INITIAL PUBLIC ISSUE

The Company has successfully completed the Initial Public Offer (IPO). In the IPO, 46,80,000 Equity Shares of
Rs. 10/- each at a issue price of Rs. 80/- per share aggregating to Rs. 37.44 Crores which was oversubscribed by
389.83 times. The issue was opened for subscription on August 19, 2024 and closed on August 21, 2024. The
Board has allotted 46,80,000 Equity Shares of Rs. 80/- each to the successful applicant on August 22, 2024.
The equity shares of the Forcas Studio Limited got listed on August 26, 2024 on the NSE EMERGE.

As on March 31, 2025 the Authorised Share Capital of the Company is Rs. 20,00,00,000 divided into
2,00,00,000 Equity Shares of Rs. 10/- each. The Paid up Share Capital of the Company is Rs. 17,58,00,000
divided into 1,75,80,000 Equity Shares of Rs. 10/- each.

8. UTILISATION OF FUNDS RAISED THROUGH IPO

During the year under review, it was informed that the initial public offering (the “Issue”) opened for
subscription on August 19, 2024 and closed on August 21, 2024. The bidding for the Anchor portion opened
and closed on August 16, 2024. The Issue Price for the equity shares of face value of Rs. 10/- each (“Equity
Share”) was fixed at Rs.80/- per Equity Share, including a share premium of Rs. 70/- per Equity Share. The
Issue comprises of fresh issue of 46,80,000 Equity Shares by the Company (the “Fresh Issue”) aggregating to
Rs. 37.44 Crores.

9. DEMATERIALISATION OF SHARES

During the year under review, the Company has entered into tripartite agreements for dematerialization of
equity shares with the MAS Services Limited, National Securities Depository Limited and Central Depository
Services (India) Limited. As on March 31, 2024, the share of the Company held in demat form represents 100%
of the total issued and paid-up capital of the Company. The Company ISIN No. is INE0U2501017. M/s. MAS
Services Limited is the Registrar and Share Transfer Agent of the Company.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred during the
period from the end of the financial year to which the financial statement related till the date of this report
except:

11. SHARE CAPITAL AND INITIAL PUBLIC OFFERING OF YOUR COMPANY

The Company has successfully completed the maiden Initial Public Offer (IPO). In the IPO, 46,80,000 Equity
Shares of Rs 10/- each was offered by the Company for subscription at an issue price of Rs 80/- per shares. The
issue was opened for subscription on August 19, 2024 and closed on August 21, 2024. The Board has allotted
46,80,000 Equity Shares of Rs 10/- each to the successful applicant on August 22, 2024. The equity shares of
the Forcas Studio Limited got listed on August 26, 2024 on the NSE Emerge. Your company share price
debuted on National Stock Exchange of India Limited at Rs 80/- per share, a premium of 90% over its issue
price

As on March 31, 2025, share capital of the Company was Rs 17,58,00,000 face value of Rs 10 each.

12. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During the FY 2024-25, the Company has increased its authorised capital from Rs. 10,00,00,000 (Rupees Ten
Crore) to Rs.20,00,00,000 (Rupees Twenty Crores) and consequently altered its capital clauses in the
Memorandum of Association. Further, there was alteration in the articles of Association of company for
Adoption of new set of Articles of Association of the Company pursuant to the Companies Act, 2013 and upon
conversion to a Public Limited Company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following are the changes in the Board of the Company during the year under review:

DIN/PAN

Name

Particulars of Change

Appointment/
Cessation date

02856973

Sailesh Agarwal

Managing Director

12/01/2024

06462775

Sourav Agarwal

Whole-time director

12/01/2024

10435916

Altab Uddin Kazi

Independent Director

20/02/2024

07039219

Amit Rathi

Independent Director

29/02/2024

07043618

Hitu Gambhir Mahajan

Independent Director

29/02/2024

AFSPA6938E

Sourav Agarwal

CFO

27/02/2024

AJVPA7628L

Sangita Kumari Agarwal

Company Secretary

27/02/2024

As on March 31, 2025, the Company has five Directors of which two are Executive Directors. The Company
has three Independent Directors.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Sourav Agarwal (DIN: 06462775),
Whole-time Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and
being eligible has offered himself for reappointment. Necessary resolution for his re-appointment is included in
the Notice of AGM for seeking approval of Members. The Directors recommend his re-appointment for your
approval. A brief profile of Mr. Sourav Agarwal (DIN: 06462775), will be given in the Notice convening the
forthcoming AGM for reference of the shareholders.

14. DECLARATIONS BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, each of the Independent
Directors has confirmed to the Company that he or she meets the criteria of independence laid down in Section
149(6) of the Companies Act, 2013 read with Regulation 16(1) (b) of the SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015 (the Listing Regulations) as emended.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfils the conditions
specified in the Act and Rules made thereunder.

15. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the Listing Regulations and in
line with our corporate governance guidelines, peer evaluation of all Board members, annual performance
evaluation of its own performance, as well as the evaluation of the working of Board’s Committees was
undertaken. This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a
specific focus on the performance and effective functioning of the Board and its Committees. The evaluation
process, inter alia, considers attendance of Directors at Board and committee meetings, acquaintance with
business, communication inter board members, the time spent by each of the Board members, core
competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the
basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information
and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee
Members on the basis of the criteria such as the composition of Committees, effectiveness of committee
meetings, etc.

The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback
was given to the Directors.

16. BOARD MEETING

During the year under review Board met on 05-04-2024, 06-04-2024, 01-06-2024, 22-07-2024, 08-08-2024,
22-08-2024, 24-10-2024, 14-11-2024 and 03-01-2025. There were 9 (nine) board meetings were held during
FY2025, in accordance with the provisions of Companies Act, 2013.

The intervening gap between two consecutive meetings was within the limit prescribed under the Companies
Act, 2013 and SEBI Listing Regulations.

The intervening gap between two consecutive meetings was within the limit prescribed under the Companies
Act, 2013 and SEBI Listing Regulations.

17. MEETING OF THE INDEPENDENT DIRECTORS

During the financial year 2024-25, the meeting of the Independent Directors was held in accordance with
applicable regulations. At this meeting, the Independent Directors discussed various key matters, including -
Growth strategies, Flow and quality of information shared with the Board, Business strategy and leadership
strengths, Compliance and corporate governance, Human resource-related issues, Performance evaluation of
Executive Directors. The meeting provided an opportunity for the Independent Directors to engage in a candid
discussion and offer insights on strategic and governance-related matters, thereby contributing to the effective
oversight of the Company.

18. COMMITTEES OF THE BOARD

A. AUDIT COMMITTEE

The Audit Committee of the Board comprises of:

Name of Directors

Category

Mr. Amit Rathi

Independent Director - Chairperson

Ms. Hitu Gambhir Mahajan

Independent Director

Mr.Altab Uddin Kazi

Independent Director

Mr.Sailesh Agarwal

Managing Director

During the year under review, there has been no instance where the recommendations of the Audit Committee
have not been accepted by the Board. The terms of reference of the Audit Committee are in accordance with the
provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation
pertaining to Audit Committee is not applicable to the Company.

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board comprises of:

Name of Directors

Category

Mr. Amit Rathi

Independent Director - Chairperson

Mr. Altab Uddin Kazi

Independent Director

Ms. Hitu Gambhir Mahajan

Independent Director

During the year under review, there has been no instance where the recommendations of the Nomination and
Remuneration Committee have not been accepted by the Board. The terms of reference of the Nomination and
Remuneration Committee are in accordance with the provision of the Companies Act, 2013 and in line with
SEBI Listing Regulations although the listing regulation pertaining to Nomination and Remuneration
Committee is not applicable to the Company.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Board comprises of:

Name of Directors

Category

Ms. Hitu Gambhir Mahajan

Independent Director - Chairperson

Mr. Amit Rathi

Independent Director

Mr. Sourav Agarwal

Whole-time Director

During the year under review, there has been no instance where the recommendations of the Stakeholders
Relationship Committee have not been accepted by the Board. The terms of reference of the Stakeholders
Relationship Committee are in accordance with the provision of the Companies Act, 2013 and in line with
SEBI Listing Regulations although the listing regulation pertaining to Stakeholders Relationship Committee is
not applicable to the Company.

19. VIGIL MECHANISM

To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the
Listing Regulations the Company has adopted a vigil mechanism named Whistle Blower Policy for directors
and employees to report genuine concerns, which shall provide adequate safeguards against victimization of
persons who use such mechanism. Under this policy, we encourage our employees to report any reporting of
fraudulent financial or other information to the stakeholders, any conduct that results in violation of the
Company’s Code of Business Conduct, to management (on an anonymous basis, if employees so desire).

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against
any employee who, based on the employee’s reasonable belief that such conduct or practice have occurred or
are occurring, reports that information or participates in the said investigation. The Whistle Blower Policy is
displayed on the Company’s website at forcasstudio.com.

No individual in the Company has been denied access to the Audit Committee or its Chairman during the
FY2024-25.

20. APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for the
selection and appointment of Directors and Senior Management Personnel and their remuneration. The
Remuneration Policy is included in the Corporate Governance Report, which forms part of this Annual Report.
The Company’s policy relating to the Directors appointment, payment of remuneration and discharge of their
duties is available on the website of the Company at forcasstudio.com.

21. CORPORATE SOCIAL RESPONSIBILITY

Our Company was exempted from the provisions of section 135 of the Companies Act, 2013 and the rules
made thereunder during the financial year ended March 31, 2025, in respect of Corporate Social Responsibility.

22. RISK MANAGEMENT POLICY

Your Company’s Risk Management Framework is designed to enable risks to be identified, assessed and
mitigated appropriately. The Risk Management framework seeks to create transparency, minimize adverse
impact on the business objectives and enhance the Company’s competitive advantage.

23. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company does not have any associate or subsidiary Company. The Company does not have any Joint
Venture as on March 31, 2025.

A statement containing the salient features of the financial statement of the subsidiary/joint venture Company is
not required.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone financial
statements of the Company along with relevant documents is available on the website of the Company at
www.focasstudio.in under investors’ section. These documents will also be available for inspection till the date
of the AGM during business hours at the Registered Office of the Company.

24. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified
vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME
exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017.As your
Company is also listed on SME Platform of NSE Limited, is covered under the exempted category and is not
required to comply with IND-AS for preparation of financial statements.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS

During the year under review, no significant and material orders have been passed by the Regulators, Courts, or
Tribunals impacting the going concern status of the Company and its operation in the future.

26. CORPORATE GOVERNANCE

As the Company is coming with an issue in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018 as
amended from time to time, the requirement specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27
and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI
(LODR) Regulations, 2015 are not applicable to the Company. In additions to the applicable provisions of the
Companies Act, 2013 will be applicable to the company immediately up on the listing of Equity Shares on the
Stock Exchanges. However, the Company has complied with the corporate governance requirement,
particularly in relation to appointment of independent directors including woman director in the Board,
constitution of an Audit Committee and Nomination and Remuneration Committee. The Board functions either
on its own or through committees constituted thereof, to oversee specific operational areas.

27. AUDITORS

• STATUTORY AUDITORS & AUDITORS’ REPORT

Pursuant to Section 139(2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules,
2014, the Company at its 1st Annual General Meeting (AGM) held on 17 August, 2024, had appointed M/s.
Agarwal Khetan & CO, Chartered Accountants (FRN No.: 330054E), as Statutory Auditors to hold office from
the conclusion of the 1st AGM until the conclusion of the 5th AGM of the Company to be held in the year 2029.
Accordingly, M/s. Agarwal Khetan & CO, Chartered Accountants, continues to be the Statutory Auditors of the
Company till the conclusion of the 5 th th AGM, as approved by the shareholders at the AGM held on August
17, 2024.

The Statutory Auditors’ Report is annexed to this Annual Report. The Statutory Audit Report does not contain
any qualification reservation or adverse remark or disclaimer made by Statutory Auditors. The notes to the
accounts referred to in the Auditors’ Report are self-explanatory and, therefore, do not call for any further
comments.

• SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the
Company had appointed CS Niaz Ahmed (Membership No. F9432 CP No.5965), Practicing Company
Secretary, to carry out the Secretarial Audit of the Company for the FY2024-25. He is having more than 24
years of the experience in the corporate law compliances, legal due diligence and audit, litigations, indirect
taxes. The Secretarial Audit Report submitted by him, for FY2024-25 is annexed herewith marked as
“Annexure 1” to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, and, therefore,
does not call for any further comments.

• INTERNAL AUDITOR AND THEIR REPORT

The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to
the Audit Committee and Board from time to time. There are no qualifications or adverse remarks of the
Internal Auditor in the Report issued by them for the Financial Year 2024-25 which calls for any explanation
from the Board of Directors.

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial
Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of
Company Secretaries of India (ICSI).

29. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of
its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the
Audit Committee of the Board.

Internal Audit is conducted by an Independent Professional Firm of Chartered Accountants. The Internal Audit
Reports are reviewed and discussed with the senior management team. The representative of Statutory Auditors
and the Internal Auditors are permanent invitees to the Audit Committee meetings. The measures as suggested
by the Audit Committee are implemented as per the direction of the Audit Committee.

The controls comprise of:

a) Officials of the Company have defined authority and responsibilities within which they perform their
duty;

b) All the Banking transactions are under joint authority and no individual authorization is given;

c) Maker-checker system is in place.

d) Any deviations from the previously approved matter require fresh prior approval.

30. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors and Internal Auditor have not reported any instances of
fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12)
and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

31. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the
year ending on March 31, 2024 is available on the Company’s website at
www.focasstudio.in.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013

The particulars of loans given, investment made or guarantee given or security provided and the purpose for
which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the
Companies Act, 2013 are disclosed in the notes to account to the financial statements financial year ended
March 31, 2025.

33. DEPOSIT

The Company has neither accepted nor renewed any deposits during the year under review. Further, the
Company does not have any outstanding amount qualified as a deposit as on 31 st March 2024.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into related party transaction in ordinary course of business and at arm’s length. As
none of the transactions with any of the related party exceed the 10% of the turnover of the Company, there
was no material related party transaction during the year under review. Thus, the disclosure of particulars of

contracts or arrangements with related parties as prescribed in Form AOC-2 under section 188(1) of the
Companies Act, 2013, during the financial year ended March 31, 2024, is not applicable.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website:
www.focasstudio.in.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO

The details of conservation of energy and technology absorption are applicable to the Company as the
Company is engaged in the manufacturing activities. Further, the foreign exchange earnings and outgo for the
financial year ended March 31, 2024 in accordance with the provisions of Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in the prescribed format are annexed
hereto as
“Annexure 2” and forms part of this report.

36. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH
RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate “
Annexure-
3”
forming part of this report.

37. MAINTENANCE OF COST RECORDS AND COST AUDIT

The requirement of maintenance of cost records as specified by the Central Government under sub-section (1)
of section 148 of the Companies Act, 2013, and audit of cost records were not applicable to the Company
during the year under review.

38. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year under review, neither any application was made nor is any proceeding pending against the
Company under the Insolvency and Bankruptcy Code, 2016

39. DETAILS OF DIFFERENCE BETWEEN AMOUNTS OF THE VALUATION

There was no one time settlement by the Company with the Banks or Financial Institutions during the year
under review, thus, the details of difference between amount of the valuation done at the time of one time
settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the
reasons thereof are not applicable.

40. DIRECTOR’S RESPONSIBILITY STATEMENT

The Director’s Responsibility Statement referred to in clause (c) of Sub-section (3) of Section 134 of the
Companies Act, 2013 shall state that

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along
with proper explanation relating to material departures.

b) The directors has 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 & loss of the company for that period.

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities.

d) The directors has prepared the annual accounts on a going concern basis;

e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and were operating effectively, and

f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws
and that such system were adequate and operating effectively.

41. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the
requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as
amended from time to time.

The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code
is displayed on the Company’s website at
www.focasstudio.in.

42. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESS) ACT, 2013

The Company has zero-tolerance for sexual harassment at the workplace and has adopted a policy on
prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules
framed thereunder. The Company has set up Internal Complaint Committee (ICC) under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 along with its relevant Rules.

The Committee met once during the FY2025 on March 25, 2025.

There was no complaint pending at the beginning and at the end of FY2024-25. No complaints have been
received by the Committee during the FY2024-25.

43. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In term of requirements of Regulation 34(2)(e) of SEBI (LODR) Regulation 2015, a “Management Discussion
and Analysis Report” are set out as a separate section in this Annual Report which forms an integral part of this
report.

44. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to
be transferred by the Company to the IEPF, established by the Government of India, after the completion of
seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the
shareholders for seven consecutive years are also to be transferred to the Demat account of the IEPF Authority.

During the year, there was no unclaimed and unpaid dividend and corresponding equity shares on which
dividend were unclaimed/unpaid for seven consecutive years which was required to be transferred as per the
requirement of the IEPF Rules.

Further, pursuant to the provisions of Section 124(6) of the Act read with the relevant Rules made thereunder,
as there was no equity shares on which dividend has not been paid or claimed for seven (7) consecutive years or
more, no shares are due for transfer to the IEPF as notified by the Ministry of Corporate Affairs.

45. HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policies to strengthen its
employee value proposition. Your Company was able to attract and retain best talent in the market and the
same can be felt in the past growth of the Company. The Company is constantly working on providing the best
working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this
objective; your company makes all efforts on training. Your Company shall always place all necessary
emphasis on continuous development of its Human Resources. The belief “Great People create Great
Organization” has been at the core of the Company’s approach to its people.

46. GREEN INITIATIVES

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations,
an electronic copy of the Notice of the 2nd Annual General Meeting of the Company along with a copy of the
Annual Report is being sent to all Members whose email addresses are registered with the Company/
Depository Participant(s) and will is also available at the Company’s website at
www.forcasstudio.com.

47. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were
no transactions on these items during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• The Company does not have any scheme of provision of money for the purchase of its own shares by
employees or by trustees for the benefit of employees.

48. ACKNOWLDGEMENTS

Your Directors take this opportunity to express their sincere thanks to the Central Government and
Governments of various states, Financial Institutions, Bankers and Customers for their co-operation and
assistance extended.

Your Directors also wish to express their deep appreciation for the integrity and hard work of all the employees
of the Company at all levels to cope-up the challenging scenario and strive for the growth of our Company.

The Board also takes this opportunity to express their deep gratitude for the continued co-operation and support
received from the shareholders.

For and on behalf of the Board of Directors
FORCAS STUDIO LIMITED

SAILESH AGARWAL SOURAV AGARWAL

Date: May 27, 2025 (Managing Director) (Whole-time director & CFO)

Place: Kolkata DIN: 02856973 DIN: 06462775