The Board of Directors hereby submits the report on the business and operations of the Company along with the Audited Financial Statements
of the Company for the Financial Year (FY) ended March 31, 2026. 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:

? 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.

During the year, the Company recognized a notional loss on fair valuation of investments in equity shares in accordance with the applicable
Indian Accounting Standards (Ind AS). The variation in the market value of these investments combined with re-measurement of deferred
benefit plan and impact of income/deferred tax of these items have been recorded under Other Comprehensive Income (OCI) as an unrealised
loss of Rs. 1,071 lakhs in the standalone financial statements and Rs. 3,353 lakhs in the consolidated financial statements.

As at March 31, 2026, the fair value of quoted investments on a standalone basis was Rs. 5,281.80 lakhs, representing 12,00,000 equity
shares of Rs. 10/- each held in Eureka Forbes Limited. On a consolidated basis, the fair value of quoted investments was Rs. 10,602.43 lakhs,
representing investments in 18,95,970 equity shares of Rs. 10/- each of Eureka Forbes Limited and 21,35,592 equity shares of Rs. 10/- each of
Forbes Precision Tools and Machine Parts Limited.

Management Discussion & Analysis of Financial Conditions,
Results of Operations and State of Company AffairsGeneral Performance and Outlook

The macroeconomic environment in India during FY 2025-26
remained resilient despite ongoing global uncertainties, including
geopolitical developments and commodity price volatility. As noted
in the Economic Survey 2025-26, India continues to demonstrate
strong macroeconomic fundamentals, supported by stable domestic
demand, prudent fiscal management, and a sound financial system.

India’s GDP growth is estimated at approximately 7.4% in FY 2025¬
26 and is expected to remain in the range of 6.5%-7.0% in FY 2026¬
27, driven by sustained public capital expenditure, gradual recovery
in private investment, and resilient consumption. Inflation moderated
during the year, while monetary policy remained calibrated to balance
growth and stability.

The Government’s continued emphasis on infrastructure development,
manufacturing, and digitalisation has supported investment activity
and created opportunities across sectors. In this context, the
Company witnessed steady demand across its coding solutions and
industrial automation businesses, supported by increasing adoption
of technology and efficiency-led initiatives. The real estate segment
also benefited from improved demand conditions and ongoing
urbanisation.

Looking ahead, the outlook remains cautiously optimistic. While
global uncertainties and input cost volatility persist, the underlying
strength of the Indian economy and continued policy focus on
investment and reforms are expected to sustain growth momentum.

Over the medium term, India’s structural growth drivers are expected
to remain intact, providing a stable foundation for the Company’s
diversified business portfolio.

Performance and outlook

During the year under consideration, your Company has undertaken
several 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:

Coding & Industrial Automation Business (CIAB):

The Coding & Industrial Automation Business (CIAB), comprising
conventional marking systems, Dot Peen Marking Systems, Laser
Technologies, and Industrial Project Automation, recorded a growth
of 12% during the year. The operations were impacted by cost
pressure arising from currency fluctuations and higher commodity
prices and ongoing geopolitical developments.

The Company continued to advance it’s product development
initiative, including the successful demonstration and delivery of on-
the-fly marking applications. A key achievement during the year was
the deployment of a high-speed marking solution operating at 750
PPM, marking on ECU (Electronic Control Unit) for two a wheeler
manufacturing facility, introduction of a new marking solution
integrated with an air balancer and the revival of conventional
marking machines portfolio.

Looking ahead, the Company is focused on further enhancing the
performance of its laser machines and expanding its product portfolio
within the CO2 and UV domains. These initiatives are expected to
strengthen the Company’s portfolio and enhance its capability to
address diverse customer requirements.

The Company has undertaken several key initiatives over the
past year to strengthen its talent pipeline, particularly through the
development of Graduate Engineering Trainees (GETs) to address
capability gaps in PLC and software resources. In parallel, focused
efforts are underway to stabilize critical positions across design and
operations functions.

On the sales front, new roles have been created to support growing
demand across key sectors such as steel, pharmaceuticals, and FMCG,
supported by dedicated sales team members. The teams are also
actively driving the development of non-automotive key accounts.
This strategic approach has enabled the Company to effectively
expand its customer base and address a broader range of applications
beyond conventional automotive components.

The Project Automation and Conventional Marking segment recorded
a growth of 38% and 14% respectively during the year, albeit on low
volume. The Dot Peen Marking Systems segment remained largely
flat, while the Laser business witnessed a decline of 11%.

On the profitability front, the Company achieved improvement in
gross margins compared to the previous year. This improvement was
achieved through optimal utilization of resources and effective cost
controls. It reinforces competitiveness of the Company’s products.

We believe that our actions are well aligned with our long-term
strategic direction, and we have outlined several focused initiatives
to build on this momentum. As a technology-driven organization,
the Company remains committed to expanding its portfolio in line
with industry needs and trends. With a clear focus on innovation,
operational excellence, and market responsiveness, we are well
positioned to strengthen our product portfolio and create sustained
value in a dynamic and competitive landscape.

Real Estate Projects

(i) Project Vicinia, Chandivali

Your Company has successfully completed the construction of
the project, which includes Towers A, B, C, D, and F from Phase
I, as well as Towers E, G, and H from Phase II. The possession
of the flats sold has been handed over to customers for both

phases. Currently, the Company is in the process of completing
the final stage of the remaining amenities and infrastructure
facilities, with full Occupation Certificate (OC) of the Project is
expected to be completed by December 2026.

The Company has sold the entire flat inventory with the
exception of five flats across the project.

(ii) Project - Wagle Estate, Thane

Your Company is developing 10,671.49 square metres (2.63
acres) of land parcel located within MIDC Industrial Area
of Wagle Estate, Thane. The Project is a private IT Park
encompassing retail, commercial and office space under IT/
ITES policy framework. The total built up area of development
is approx..6.2 lacs square feet.

The said Project is prominently located in the heart of Thane
and has good proximity and connectivity to road and rail
network. The company has received approval for change of use
from Industrial use to IT /ITES development. The Company is
in the process of finalizing development designs and plans and
submit the same to MIDC, Thane in due course.

Forbes Campbell Finance Limited (FCFL)

Forbes Campbell Finance Limited (“FCFL”), a wholly owned
material subsidiary of the Company, reported total revenue of Rs.
119 Lakhs for the financial year ended March 31, 2026 and Profit
after tax for the year stood at Rs. 80 Lakhs. FCFL is unregistered
Core Investment Company (“CIC”) with an asset size below Rs. 100
crores.

The investment portfolio of FCFL as at March 31, 2026 aggregated
to Rs. 6,128 Lakhs, comprising investments in Forbes & Company
Limited amounting to Rs. 527 Lakhs, Eureka Forbes Limited
amounting to Rs. 3,063 Lakhs, Forbes Precision Tools and Machine
Parts Limited amounting to Rs. 2,257 Lakhs and Forbes Bumi
Armada Limited amounting to Rs. 281 Lakhs.

EFL Mauritius Limited (EFLM)

EFL Mauritius Limited (EFLM), is a wholly owned subsidiary
of the Company. EFLM was holding investment in Forbes Lux
International AG, which was liquidated in earlier years. As on March
31, 2026, there are no material assets/liabilities in EFLM. EFLM is in
the process of strike -off of its name from the Register of Registrar of
Companies (ROC), Mauritius.

Forbes Bumi Armada Limited (FBAL)

The total revenue for the financial year ended March 31, 2026 stood
at ? 8,185 Lakhs compared to ? 7,485 Lakhs for the financial year
ended March 31, 2025. Profit after Tax is at ? 441 Lakhs as against
? 381 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 - Information Security Management System Certification
valid till July 27, 2026. All the compliances in terms of renewal of
certification, licenses and other imperative regulations are regularly
renewed and fully complied with 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.

The Svadeshi Mills Company Limited (Svadeshi)

Grand View Estates Private Limited (GVEPL) is majority shareholder
in Svadeshi Mills Company Limited (Svadeshi). The Company and
Forbes Campbell Finance Limited (a wholly owned subsidiary of the
Company) collectively own 22.7% and this shareholding is pledged
in favour of Asia Pragati Strategic Investment Fund, the lenders of
GVEPL. GVEPL is now attempting to revive Svadeshi. In addition
to the pledged shareholding, all the secured debt dues and other
receivables due from Svadeshi to the Company are assigned and/or
hypothecated until the settlement of the debt.

There is also a litigation presently ongoing on the winding up of
Svadeshi. Both GVEPL and the Company have filed fresh Interim
Application before the Hon’ble Bombay High Court invoking powers
u/s 466 of Companies Act, 1956 seeking permanent stay on the
winding up order against Svadeshi. Vide Order dated 23rd February
2026, the Hon’ble High Court, Bombay dismissed the Interim
Application. The Company and GVEPL filed an Appeal challenging
the Order dated 23rd February 2026 before the Division Bench of the
High Court, Bombay. Appeal was argued and the same is reserved for
Order as on date.

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:

' 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 ? 8,519 lakhs (previous year ? 21,280
lakhs),

During the year your Company achieved consolidated revenue
(including other income) of ? 9,028 lakhs (previous year ? 21,557
lakhs),

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

Standalone EBIDTA is ? 2,196 lakhs (previous year ? 4,186 lakhs)
while Consolidated EBIDTA is ? 2,423 lakhs (previous year ? 4,407
lakhs),

Proflt/(Loss) Before Tax (“PBT”)

Consequent to the above, during the year standalone PBT is ? 1,852
lakhs (previous year ? 3,780 Lakhs)

Consolidated PBT is ? 1,818 lakhs (previous year ? 4,022 lakhs)

Fixed Assets

The opening gross block of standalone financials is ? 753 lakhs
(previous year gross block is ? 586 lakhs) Consolidated Gross Block
of assets is ? 780 lakhs (previous year ? 606 lakhs).

Total Comprehensive Income / (Loss)

During the year standalone profit after other Comprehensive income
of ? 401 lakhs (previous year ? 3,485 lakhs).

Consolidated Profit/(loss) after Other Comprehensive Income of ?
(2012) lakhs (previous year ?14,064 lakhs)

Borrowing

Total standalone borrowing is ? Nil in current year (previous year: ?
3,69 lakhs,

The company’s consolidated borrowings stood at ? Nil for the current
financial year. (previous year: ? 3.69 lakhs).

OPPORTUNITIES & RISKS

The Company operates in an environment where growth is driven
by increasing adoption of new technologies, rising demand for
automation, and the need for product traceability, particularly in
sectors such as pharmaceuticals, defence, automotive, engineering,
and electronics, The aforesaid manufacturing sectors continues
to create opportunities for the Company’s coding and industrial
automation solutions,

At the same time, the business is exposed to certain risks, including
global economic and geopolitical uncertainties, fluctuations in input
costs, competitive pressures from domestic and international players,
rapid technological changes, and dependence on industrial capital
expenditure cycles, which may impact demand and margins,

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 understand Industry requirements and enable
them to provide the right solution,

Efforts are focused on expanding the customer base across
multiple sectors, including non-automotive industries such as steel,
pharmaceuticals, and FMCG, thereby reducing dependence on any
single segment and supporting stable growth,

Your Company actively develops new technologies and products,
both in-house and in collaboration with partners, to respond to the
market requirements in a timely manner.

Your Company remains committed to maintaining high standards
across its vendor ecosystem, ensuring that suppliers and contractors
operate in a safe and compliant environment while delivering
expected quality.

Political and Global Uncertainty

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

Your Company mitigates this risk through diversified businesses
across industries and markets, along with continued focus on cost
control and operational efficiency.

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 effective 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 & Tannan Associates, the statutory auditors of the
Company, have audited the financial statements included in this
annual report and has issued a report on the 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 Human Resources function continued to focus on strengthening
a future-ready organization through initiatives aimed at employee
engagement, capability development, and performance management.

Various employee engagement initiatives were organized during the
year, including National Safety Week, International Women’s Day,
Transcendental Mediation Program, International Yoga Day, health
check-ups, and environmental initiatives such as tree plantation
activities. Festival celebrations and team-building programs were
also conducted to promote employee participation and strengthen
organizational culture.

Talent development remained a key focus area. Structured induction
programs and initiatives such as “New Joiner Connect” were
implemented to support effective onboarding and integration of new
employees.

Your Company continues to follow a structured performance
management framework including quarterly functional reviews and
annual performance appraisals to encourage a performance-driven
culture.

Industrial relations during the year remained cordial and harmonious,
contributing to a stable and productive work environment.

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.

Subsidiaries/ Associates /Joint Ventures

During FY 2025-26, Dhan Gaming Solution (India) Private Limited
has ceased to be Associate Company w.e.f. May 05, 2025.

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

During the year under review, no dividend is recommended by
the Board of Directors of the Company. 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,
2026, was Rs. 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

Your Company is Debt Free as on March 31, 2026. The Company
continues to focus on judicious management of its working capital.
Relentless focus on receivables, inventories, strict cost control where
possible.

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. The 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 average market capitalization as on December 31,
2025.

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 2025-26,
no complaints on sexual harassment were received and hence no
complaints were disposed off.

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.

Compliance with Maternity Benefit Act, 1961

During the year 2025-26, Your Company is in compliance with the
provisions of Maternity Benefit Act, 1961.

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 2025-26 was
Rs. 30.30 lacs.

Your Company has entered into a Memorandum of Understanding
(MOU) with Chh. Sambhaj inagar Municipal Corporation towards
reconstruction of municipal school building in Chh. Sambhajinagar
(Aurangabad) and has committed towards the cost of construction of
a class room and development of school building. The construction
of the said infrastructure has already commenced.

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 was 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 of the Shareholders of the

Company, the Board of Directors at their meeting held on April
30, 2025, appointed Mr. Nirmal Jagawat (DIN: 01854117) as an
Additional Director and designated him as the Whole-time Director of
the Company with effect from April 30, 2025. The said appointment
was approved by the shareholders on June 27, 2025.

Mr. Pavan Somani was appointed as Interim Chief Financial Officer
of the Company w.e.f. June 27, 2025 by the Board of Directors at
their meeting held on June 27, 2025. He resigned as Interim Chief
Financial Officer w.e.f. April 07, 2026.

Mr. Jagannath Govale was appointed as Chief Financial Officer of
the Company w.e.f. April 08, 2026 by the Board of Directors at their
meeting held on January 30, 2026.

Mr. Mehul Raval was appointed as Company Secretary & Compliance
Officer of the Company w.e.f. May 14, 2026 by the Board of Directors
at their meeting held on the said date.

Mr. Sudhir Wakure resigned as Whole-time Director of the Company
w.e.f. April 30, 2025.

Mr. Pritesh Jhaveri resigned as Company Secretary & Compliance
Officer w.e.f February 20, 2026.

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, payment of commission as approved
by the shareholders of the Company and reimbursement of expenses
incurred by them for the purpose of attending meetings of Board/
Committee of the Company.

One of the Directors holds 3032 Equity shares of the Company and is
entitled to all rights and obligations as other shareholders.

Independent Directors are familiarized with their roles, rights
and responsibilities in the Company through presentations/
communications 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, currently, Mr.
Nirmal Jagawat, Whole-time Director, Mr. Jagannath Govale, Chief
Financial Officer and Mr. Mehul Raval, Company Secretary &
Compliance Officer, are the Key Managerial Personnel of the Company.

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 self¬
assessment questionnaire and feedback/inputs from other Directors
(without the concerned director being present).

In a separate meeting of Independent Directors, performance of Non¬
Independent 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 “III” to this Report.

Meetings of the Board

The Board meets at least once in each quarter and 05 (five) 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 and Consolidated basis, there are no qualifications
stated in the audit report and hence there is nothing specific to
comment on the Audit Report, other than the comments mentioned in
the report itself, which are self-explanatory.

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 108th
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 2026-27 on a remuneration of
Rs. 1.65 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 Secretarial Audit Report for the Financial Year
ended March 31, 2026, issued by the Secretarial Auditor, does not
contain any qualification, reservation, adverse remark or disclaimer.
The Report of the Secretarial Auditor is annexed herewith as
Annexure “IV”. Further, during FY 2025-26, pursuant to Regulation
16 and 24 of SEBI LODR, 2015, Forbes Campbell Finance Limited is
material subsidiary of the Company. The Secretarial Audit Report of
material subsidiary is annexed herewith as Annexure “V”.

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, 2026, 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 development within the country and
other factors such as litigation and industrial relations.

Acknowledgements

The Directors wish to convey their deep appreciation to all the
employees, customers, vendors, investors, and consultants/ advisors
of the Company for their sincere and dedicated services as well as
their collective contribution to the Company’s performance.

For and on behalf of the BoardNirmal Jagawat M. C. Tahilyani

Whole-time Director Chairman

DIN: 01854117 DIN: 01423084