3. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in
the nature of business of the Company.

4. MANAGEMENT DISCUSSION & ANALYSIS
REPORT

Management Discussion & Analysis Report as
stipulated under the SEBI Listing Regulations is
presented in a separate section forming part of this
Integrated Annual Report. It provides details about
the overall industry structure and development,
opportunities and threats, performance of various
products, outlook, risks and concerns.

5. DIVIDEND

Your Directors propose to retain the entire Profit After
Tax (PAT) in the Statement of Profit and Loss and do
not recommend any dividend. The balance in the
Statement of Profit and Loss account remains available
for distribution in future.

Pursuant to Regulation 43A of the SEBI Listing
Regulations, your Company has approved and
adopted a Dividend Distribution Policy. The Dividend
Distribution Policy of the Company is available at:
www.eurekaforbes.com/media/investor-relations/
Dividend Distribution Policy.pdf.

6. TRANSFER TO RESERVES

Your Company does not propose to transfer any
amount to the General Reserve.

7. UNCLAIMED DIVIDEND TO INVESTOR

EDUCATION AND PROTECTION FUND

(“IEPF”)

As per the provisions of the Act read with the IEPF
Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, all unpaid or unclaimed dividends are
required to be transferred to the IEPF Authority, after
completion of seven years.

Further, according to the said Rules, the shares on
which dividend has not been paid or claimed by the
shareholders for seven consecutive years or more shall
also be transferred to the IEPF Authority. Although the
Company has never declared a dividend, there are
shares in the IEPF due to the Composite Scheme
of Arrangement.

Members whose shares are transferred to IEPF as
stated above, can still claim the shares from the IEPF
Authority by submitting an application in Web Form
No. I EPF-5 available on www.iepf.gov.in. The voting
rights on shares transferred to the IEPF Authority shall
remain frozen until the rightful owner claims the shares.
The shares held in such Demat account shall not be
transferred or dealt with in any manner whatsoever
except for the purpose of transferring the shares

back to the claimant as and when he approaches the
Authority. All benefits except rights issue accruing on
such shares e.g. bonus shares, split, consolidation,
fraction shares etc., shall also be credited to such
Demat account. Any further dividend received on such
shares shall be credited to the IEPF Fund.

As part of a proactive initiative to minimise the number
of shares currently held with the IEPF Authority, your
Company has undertaken comprehensive outreach
efforts to shareholders whose shares have been
transferred to the IEPF Authority. This communication
initiative includes sending notices and detailed
instructions to the concerned shareholders, outlining
the specific steps and documentation required to
successfully claim their shares.

8. MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED DURING THE
FINANCIAL YEAR AND BETWEEN THE END
OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE
DATE OF THE REPORT

There were no material changes and commitments
affecting the financial position of the Company, that
have occurred during the Financial Year and between
the end of the Financial Year to which the Financial
Statements relate and the date of this report.

9. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE

No significant and material orders passed by the
regulators or courts or tribunals impacting the going
concern status and Company's operations in future.

10. SUBSIDIARY, JOINT VENTURE AND
ASSOCIATE COMPANIES

Your Company has three (03) Direct Subsidiaries and
one (01) Step-down Subsidiary.

The Board of Directors in its meeting dated August 08,
2023 have subject to applicable regulatory and other
approvals provided its consent for closure of Euro
Forbes Limited, Dubai (subsidiary of the Company)
and Forbes Lux FZE Dubai (Wholly Owned Subsidiary
of Euro Forbes Limited) by way of voluntary liquidation.

The details of the Subsidiaries are as follows:

a. Forbes Aquatech Limited

Forbes Aquatech Limited having CIN:
U28122KA2003PLC032492 is a Subsidiary of
the Company incorporated on September 03,
2003 to manufacture, buy, sell, exchange, alter,

The Company has duly re-crafted its culture codes as
deemed fit to create a safe, productive, diverse, inclusive
and optimistic work environment. The Company conducts
several learning and development programmes to
build a strong team. HR policies are designed to ensure
that employee goals are aligned with business goals.
The Company follows a merit-based culture awarding
and recognising talent without any biases. This motivates
the employees to strive to achieve greater goals creating
sustainable value for all stakeholders. Teamwork is duly
recognised in the organisation. With a view to improve
efficiency and responsibility, the Company remains
committed to strengthen its talent pool.

OUTLOOK

The Company is undergoing a transformative journey,
stepping up its growth, capabilities, innovation, digitisation,
and market presence to deliver meaningful impact.
Our commitment to innovation is reflected in our product
offerings, which are gaining strong traction in the market.
As we look ahead, we remain focussed on driving
sustainable and profitable growth.

We will continue to invest in expanding market penetration,
enhancing innovations, improving customer experience,
digitising our operations, and achieving operational
efficiencies. These efforts are designed to ensure
sustainable growth and deliver long-term value to our
customers and stakeholders.

With the industries we operate in such as water purifiers,
vacuum cleaners, and air purifiers on a double-digit
growth trajectory, Eureka Forbes is strategically positioned
to be one of the leading beneficiaries of this expansion.
Our diversified product portfolio and cutting-edge innovative
strategies put us in a prime position to capitalise on the
growing market opportunities. Our focus on innovation will

continue to drive product development, ensuring we meet
the evolving needs of consumers and stay ahead of market
trends. Our transformation strategy has repositioned the
Company in driving sustained and profitable growth.

AWARDS AND ACCOLADES

During the year, the Company won the following awards:

1. ET's awards spotlight outstanding innovations that
significantly impact markets and society. Eureka Forbes
as one of the best organisations in Innovation 2024.

2. Eureka Forbes Limited - Dehradun Plant was
honoured with the prestigious Safety Award in the
Large Enterprise (Consumer Durables) category by
the Global Safety Summit, held in Uttarakhand on
December 23, 2023.

3. Eureka Forbes Limited received the ‘Safety Excellence
of the Year - 25' award at the 5th International
Sustainability Conference on HSFEA, organised
by the Sustainability Cluster, UPES Dehradun, on
April 09, 2025.

4. Safety award in the “large Enterprises Electrical
Consumer Durable Sector” Uttarakhand by
Global Safety Summit.

CAUTIONARY STATEMENT

Statements forming part of the Management Discussion
and Analysis Report covered in this Report 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
demand and supply conditions, changes in government
regulations, exchange rates, tax laws, monsoons, natural
hazards, national and global economic developments
and other factors.

RISK MANAGEMENT

The Company has devised an extensive risk management
system safeguarding the interests of all stakeholders.
The risk management system helps to identify, assess
and undertake appropriate measures to insulate the
organisation from predictable internal and external risks.
The Risk Management framework covers various business
aspects like all essential operations, functional areas
and business segments. The Company has adopted a
bottoms-up approach for effectively monitoring various
risks and initiating timely response, ensuring the business
is insulated from the adverse impact with little or no loss
to earnings. The risk management framework adopts
a flexible approach to accommodate the ever-evolving
business environment.

For more details, please refer to the Risk Management
section of the Integrated Annual Report.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Internal Financial Controls (IFC) have been designed
according to Section 134(5)(e) of the Companies Act, 2013
(Act) keeping in mind the size and complexity of business
operations. The internal controls enable the Company to
safeguard its assets, prevent frauds and errors, enhance
business efficiency, and comply with applicable rules and
regulations. Systematic maintenance of accounting records
aids in organising business operations. The internal controls
confer to all aforementioned IFC elements in best capacity.

HUMAN RESOURCES

Human Capital has been an integral part of EFL's
transformational journey and business growth. The Company
has been successfully able to hire fresh capabilities where
required and also to retain strong in-house talent. This is the
result of providing a growth-oriented work culture wherein
EuroChamps experience great sense of ownership.

improve, market, distribute, import or export or
otherwise deal in all kinds of water filters, water
purifiers, purifiers of all types and kinds, and
allied products and also to supply, undertake
and execute any works involving or relating
to water purifiers, water filters, other products
for purification of water or any other liquids or
material of all kinds.

Total Revenue booked for the Financial Year
ended March 31, 2025 was ' 585.44 Lakhs
(including ' 10.03 Lakhs as other income).
The Profit After Tax for the current year was
' 12.47 Lakhs as compared to a profit of ' 9.69
Lakhs in the previous year.

b. Infinite Water Solutions Private Limited

Infinite Water Solutions Private Limited having CIN:
U74999MH2008PTC180918 is a Wholly Owned
Subsidiary of the Company incorporated on
April 07, 2008 to manufacture, buy, sell, exchange,
alter, improve, market, distribute, import or export
or otherwise deal in all kinds of water filters, water
purifiers or other water purification systems of all
types and kinds and allied products, including
manufacturing and processing of home reverse
osmosis membrane elements and other related
water treatment products and also to supply,
undertake and execute any works involving or
relating to water purifiers, water filters, other
products for purification of water or other liquids
or material of all kinds.

Total Revenue booked for the Financial Year ended
March 31, 2025 was ' 3,798.85 Lakhs (including
' 18.41 Lakhs as other income). The Profit After
Tax for the current year was ' 172.36 Lakhs
as compared to a profit of ' 559.31 Lakhs in
the previous year.

c. Euro Forbes Limited

Euro Forbes Limited having registration number
145214 is a Wholly Owned Subsidiary of the
Company, incorporated on April 12, 2011 in
Dubai to carry out general trading and investment
holding worldwide and to invest in Companies/
Properties, joint Business Ventures with overseas
entities and Investment in Overseas Entities and
also Investment in properties of Dubai World,
Nakeel, Emaar, Dubai Holdings and/or any other
approved projects by Jebel Ali Free Zone.

Total Revenue booked for the financial year
ended March 31,2025, was ' 3.50 Lakhs, entirely
comprising other income. Net Loss After Tax was
' 1.65 Lakhs as compared to a profit of ' 0.39
Lakhs in the previous year.

d. Forbes Lux FZE Dubai

Forbes Lux FZE having registration number
147235, is a Wholly Owned Subsidiary of Euro
Forbes Limited, Dubai and is a step-down
Subsidiary of the Company incorporated on
June 26, 2011 in Dubai to trade in Cookers & Cook
Stoves Trading, Refrigerators, Washing Machines
& Household Electrical Appliances, Trading Water
Heaters, Filters & Purifications Devices, Electrical
& Electronic Appliances Spare Parts.

Total Revenue booked for the Financial Year
ended March 31, 2025, was ' 50.74 Lakhs,
entirely comprising of other income. Net Loss
After Tax was ' 56.46 Lakhs as compared to a
loss of ' 123.23 Lakhs in the previous year.

The Company does not have any material
subsidiary. The policy for determining material
subsidiaries of the Company is available at
www.eurekaforbes.com/cms/assets/prod/Policy
on Material Subsidiary.pdf.

Pursuant to Section 136 of the Act, the Audited
Financial Statements including the Consolidated
Financial Statements and related information
of the Company and Audited Annual Accounts
of each of its Subsidiaries are placed on the
website of the Company at: www.eurekaforbes.
com/investor-relations/financial-information/
subsidiaries-eurekaforbes-ltd/.

Further, your Company does not have any
Associate or Joint Ventures. Further, no
Companies became or ceased to be subsidiaries,
Joint Ventures or Associate Companies of the
Company during the year under review.

Pursuant to Section 129(3) of the Act, a statement
containing the salient features of the Financial
Statements of the Company's subsidiaries are
set out in the Form AOC-1, attached herewith
as Annexure - 1.

11. EMPLOYEE STOCK OPTION PLAN 2022

Your Company had by way of Postal Ballot passed a
special resolution on November 10, 2022, to approve
the Employee Stock Option Plan 2022 (“ESOP 2022”)

in compliance with the Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021.

ESOP 2022 was conceptualised with a view to motivate

the key workforce seeking their contribution to the
corporate growth, to create an employee ownership
culture, to attract, retain, incentivise and motivate its
eligible employees for ensuring sustained growth.

Under the above plan, the Company can grant
up to 1,75,21,597 (One Crore Seventy-Five Lakhs
Twenty-One Thousand Five Hundred and Ninety-Seven)
options exercisable into not more than 1,75,21,597
(One Crore Seventy-Five Lakhs Twenty-One Thousand
Five Hundred and Ninety-Seven) fully paid-up equity
shares of ' 10/- (Rupees Ten Only) each.

During the year under review, 8,96,237 (Eight Lakhs
Ninety-Six Thousand Two Hundred and Thirty-Seven)
options were granted to the eligible employees
under ESOP 2022.

The disclosures required to be made under SEBI
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 are available at www.eurekaforbes.
com/media/investor-relations/ESOP-Disclosure/
FY-2024-25.pdf.

12. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS

Your Company has not given any loan or provided
any security or guarantee which are covered under
the provisions of Section 186 of the Act during the
year under review.

The details of investments made by the Company
under Section 186 of the Act forms part of this
Integrated Annual Report and are given in the Notes to
the Standalone Financial Statements for the Financial
Year ended March 31,2025.

13. BOARD OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL

a. Board of Directors

There was no change in the composition of the
Board of Directors during the year under review.

None of the Directors are disqualified from being
appointed as the Director of the Company in
terms of Section 164 of the Act. 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, commission, perquisites and reimbursement
of expenses incurred by them for the purpose
of attending meetings of the Board/Committees
of the Company.

In accordance with the provisions of Section
152 of the Act and the Company's Articles of
Association, Mr. Arvind Uppal (DIN: 00104992) is
liable to retire by rotation at the Annual General
Meeting (“AGM”) and being eligible offers himself
for re-appointment. The Board recommends
re-appointment of Mr. Arvind Uppal for the
consideration of the Members of the Company
at the forthcoming AGM. The relevant details
as required under Secretarial Standard - 2
and Regulation 36 of SEBI Listing Regulations
including profile of Mr. Arvind Uppal is included
separately in the Notice of AGM and Report
on Corporate Governance, forming part of this
Integrated Annual Report.

b. Key Managerial Personnel (KMP)

Following were the KMPs as on March 31, 2025
and as on date pursuant to Sections 2(51)
and 203 of the Act read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014:

14. BOARD OF DIRECTORS

a. Declaration by Independent Director

The Board confirms that based on the written
affirmations from each Independent Director,
all Independent Directors fulfil the conditions
specified for independence as stipulated in
Regulation 16 of the SEBI Listing Regulations,
as amended, read with Section 149(6) of the
Act along with rules framed thereunder and are
independent of the Management. Further, the
Independent Directors have also registered their
names in the Databank maintained by the Indian
Institute of Corporate Affairs (“IICA”), Manesar,
Gurgaon as mandated in the Companies

(Appointment and Qualification of Directors),
Rules, 2014. None of the Independent Directors
have any other material pecuniary relationship or
transaction with the Company, its Promoters, or
Directors, or Senior Management which, in their
judgement, would affect their independence.
In terms of Regulation 25(8) of the SEBI Listing
Regulations, they have confirmed that they are
not aware of any circumstance or situation which
exists or may be reasonably anticipated that could
impair or impact their ability to discharge their
duties with an objective independent judgement
and without any external influence. Further, none
of the Directors are related to each other.

b. Number of Meetings of Board

During the year under review, 05 (Five) Meetings
of the Board of Directors were held. The details of
such meetings held and attended by the Directors
during the Financial Year 2024-25 are given in the
Report on Corporate Governance forming part of
this Integrated Annual Report.

The maximum interval between any two meetings
did not exceed 120 days, as prescribed by the
Act and the SEBI Listing Regulations.

c. Annual Evaluation of the Board

Evaluation of the Board, Directors, Committees
etc. are done on an annual basis. The process
is led by the Nomination and Remuneration
Committee with specific focus on the performance
vis-a-vis the plans, meeting challenging
situations, performing leadership role within,
effective functioning of the Board, time spent by
each of the Directors, accomplishment of specific
responsibilities and expertise, conflict of interest,
integrity of Director, active participation and
contribution during discussions.

The details of the Annual Board Evaluation
process for Directors form a part of the are given
in the Report on Corporate Governance forming
part of this Integrated Annual Report.

d. Policy on Directors’ Appointment and
Remuneration and Other Details

Your Company has a Nomination and
Remuneration Policy for Directors and Senior
Managerial Personnel in compliance with
the provisions of Section 178 of the Act and
Regulation 19 of SEBI Listing Regulations as
approved by the Nomination and Remuneration
Committee and the Board.

The policy is available on the website of
the Company at www.eurekaforbes.com/
media/investor-relations/Nomination-and-
Remuneration Policy.pdf.

e. Familiarisation Programme for Independent
Directors

Pursuant to Regulation 25(7) of the SEBI
Listing Regulations, your Company has put in
place a system to familiarise its Independent
Directors with their roles, responsibilities in the
Company, nature of the industry, business model,
processes, policies and the technology and the
risk management systems of the Company, the
operational and financial performance of the
Company and significant developments so as
to enable them to take well informed decisions
in timely manner.

During the Financial Year 2024-25, familiarisation
programmes were conducted and the
Independent Directors were updated from time to
time on continuous basis on Company's business
model, risks & opportunities, significant changes
in the regulations and duties and responsibilities
of Independent Directors under the Act and SEBI
Listing Regulations and other matters.

The policy on Company's familiarisation
programme for Independent Directors is
available at www.eurekaforbes.com/cms/assets/
prod/Familiarization Programme 2024 25
Final file.pdf.

f. Opinion of the Board with regard to integrity,
expertise and experience (including the
proficiency) of the Independent Directors
appointed during the year

The Board after taking the Independent Directors'
respective declarations/disclosures on record
and acknowledging the veracity of the same, is
of the opinion that the Independent Directors of
the Company possess requisite qualification(s),
experience, expertise, hold highest standards of
integrity and are independent of the management
of the Company.

15. COMMITTEES OF THE BOARD

The Committee(s) constituted by the Board focus on
specific areas and take informed decisions within the
framework of delegated authority, and make specific
recommendations to the Board on matters within their
areas or purview. The decisions and recommendations
of the Committees and minutes of meetings of
Committees are placed before the Board for information
and/or for approval, as required. During the year
under review, all recommendations received from its
Committees were accepted by the Board.

As on March 31, 2025, the Board has the following
Statutory Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

The details of the Board and its Committees along
with their terms of reference, composition, meetings
held during the year are given under Report
on Corporate Governance forming part of this
Integrated Annual Report.

16. DEPOSITS

Your Company has not accepted any public deposit
and as such no amount on account of principal or
interest on public deposit under Section 73 and 74 of
the Act, read together with the Companies (Acceptance
of Deposits) Rules, 2014 was outstanding as on the
date of the Balance Sheet.

17. RISK MANAGEMENT POLICY

Your Company has implemented a comprehensive
risk management system that covers all essential
operations, and functional areas. The Company has
put in place a comprehensive risk management
framework to identify, assess and mitigate business
risks with the objective of safeguarding the interests
of its stakeholders. The Company's risk management
framework is designed to ensure that risks are
recognised and dealt with from the top down to
the bottom up in a timely and appropriate manner.
It is also kept flexible to accommodate shifting
business requirements.

Pursuant to Section 134(3)(n) of the Act and Regulation
21 of SEBI Listing Regulations, the Board has
constituted a Risk Management Committee (“RMC”)
to frame, implement and monitor the risk management
plan of the Company. The RMC is responsible for
reviewing the risk management plan and ensuring
its effectiveness. The Audit Committee has additional
oversight in the area of financial risks and controls.

Broadly, key risks identified by the Management covers
risk related to Market Risk, Consumer/Reputation Risk,
Supply Chain Risk, Information/Cyber Security Risk
People Risk and Product/Environment Risk.

In line with the Provisions of law, during the year under
review, the Company has reviewed its Enterprise Risk
Management Policy.

Further details on the Risk Management activities,
including the implementation of risk management policy,
key risks identified and their mitigations are covered in
Management Discussion and Analysis Report, which
forms part of this Integrated Annual Report.

18. INTERNAL FINANCIAL CONTROL

Your Company has a defined system of internal controls
for financial reporting of transactions and compliance

with relevant laws and regulations commensurate with
its size and nature of business. The Company also
has a well-defined process for ongoing management
reporting and periodic review of businesses.

There is an active internal audit function carried out
entirely by M/s. PricewaterhouseCoopers (PwC) an
external Chartered Accountant firm. As part of the
efforts to evaluate the effectiveness of internal control
systems, the internal audit department reviews the
control measures periodically and recommends
improvements, wherever appropriate.

The Audit Committee regularly reviews the audit
findings as well as the adequacy and effectiveness
of the internal control measures. Based on their
recommendations, the Company has implemented
a number of control measures both in operational
and accounting related areas, apart from security
related measures.

19. CORPORATE SOCIAL RESPONSIBILITY

(“CSR”)

Your Company is dedicated to add value to every
individual in the country through its business by
integrating societal, economic, environmental and
sustainable commitments. Business practices of the
Company shall contribute to make the world a better
place. The main CSR objective of the Company is to
promote healthcare, sanitation, hygiene including
preventive healthcare and making available safe
drinking water.

Disclosures as required under Rule 9 of the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 are annexed to this Report as Annexure
- 2. The CSR Policy of the Company is available at
www.eurekaforbes.com/cms/assets/prod/Charter of
CSR Committee And Policy.pdf.

20. AUDITORS AND AUDITORS’ REPORT

a. Statutory Auditors:

In terms of provisions of Section 139 of the
Act and the Companies (Audit and Auditors)
Rules, 2014, M/s. Deloitte Haskins & Sells LLP,

Chartered Accountants, (Firm Registration
No. 117366W/W-100018) were appointed as
the Statutory Auditors of the Company at the
13^th Annual General Meeting held on December 22,
2022 to hold office for a term of five consecutive
Financial Years from the conclusion of the
13^th Annual General Meeting until the conclusion of
the 18^th Annual General Meeting of the Company.

The Report given by the Statutory Auditors on the
Financial Statements of the Company is part of
this Integrated Annual Report. There has been
no qualification, reservation, adverse remark
or disclaimer given by the Statutory Auditors in

their Report. During the year under review, the
Statutory Auditors have not reported any fraud
under Section 143(12) of the Act.

b. Secretarial Auditors:

The Board at its Meeting held on May 28, 2024,
appointed M/s. Mihen Halani & Associates,
Practicing Company Secretaries (Peer Review
Certificate No. 6925/2025) as Secretarial Auditors
of the Company to conduct the Secretarial Audit
for Financial Year 2024-25.

The Secretarial Audit Report is annexed herewith
as Annexure - 3 to this Report.

The said report does not contain any observation
or qualification requiring explanation or comments
from the Board under Section 134(3) of the Act.

During the year under review, the Secretarial
Auditor has not reported any fraud under Section
143(12) of the Act.

Further, the subsidiaries of the Company are not
material subsidiaries. Therefore, the provisions
regarding the Secretarial Audit as mentioned in
Regulation 24A of the SEBI Listing Regulations as
amended, do not apply to such subsidiaries.

In accordance with the amended Regulation
24A of the SEBI Listing Regulations, and
subject to the approval of shareholders at the
forthcoming Annual General Meeting scheduled
for September 19, 2025, M/s. Mihen Halani
& Associates, Practicing Company Secretary
(Peer Review Certificate No. 6925/2025), has
been appointed as the Secretarial Auditor of the
Company for a period of 5 years from Financial
Year 2025-26 to Financial Year 2029-30.

M/s. Mihen Halani & Associates has confirmed
that it meets the eligibility criteria and is not
disqualified from being appointed as Secretarial
Auditor of the Company.

c. Cost Auditors:

I n terms of provisions of Section 148(1) of the
Act read with the Companies (Cost Records and
Audit) Rules, 2014, your Company is required to
maintain cost accounting records and is required
to get its cost accounts audited.

M/s. J. Chandra & Associates, Cost Accountants,
(Firm Registration Number: 000384), have
carried out the Cost audit of the Company for the
Financial Year 2024-25.

During the year under review, the Cost Auditor
has not reported any fraud under Section
143(12) of the Act.

21. SHARE CAPITAL

During the year under review, there was no change in
the Capital Structure of the Company.

a. Buy Back of Securities: The Company has
not bought back any of its securities during the
year under review.

b. Sweat Equity: The Company has not issued any
Sweat Equity Shares during the year under review.

c. Bonus Shares: No Bonus Shares were issued
during the year under review.

d. Shares with differential rights: The Company
has not issued any equity shares with differential
rights as to dividend, voting or otherwise during
the year under review.

e. During the year under review, the Company
has not made any provision of money for the
purchase of, or subscription for, shares in your
Company or its holding Company, to be held
by or for the benefit of the employees of the
Company and hence the disclosure as required
under Rule 16(4) of Companies (Share Capital
and Debentures) Rules, 2014 is not required.

22. DISCLOSURES UNDER SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL)
ACT, 2013

Your Company has zero tolerance for sexual
harassment at workplace and has formulated a
comprehensive policy on Prevention, Prohibition and
Redressal against Sexual Harassment of Women
at Workplace, which is also in accordance with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (“POSH”). The said policy has been made
available on the internal portal of the Company.

Your Company has constituted an Internal Complaints
Committee (“ICC”) under the POSH and has complied
with the provisions relating to the same. All employees
(permanent, contractual, temporary, trainees) are
covered under this Policy. The constitution of ICC is as
per the POSH Act and includes an external member
who is an independent POSH consultant with relevant
experience. The Company has an e-learning tool on
POSH for all regular employees and also for induction
of new employees.

During the year, the Company has not received any
complaint under the Policy.

a) Number of complaints of sexual harassment
received in the year - NIL

b) Number of complaints disposed-off during
the year - NIL

c) Number of cases pending for more than
90 days - NIL

23. COMPLIANCE WITH THE PROVISIONS OF
MATERNITY BENEFIT ACT, 1961

Your Company's maternity policy is as per the provisions
of Maternity Benefit Act, 1961 and amendments to it
under the Maternity Benefit (Amendment) Bill, 2016.
All permanent female employees are granted up to
182 days of full pay Maternity Leave as provided by
the law, for up to 2 children. The employee should
have worked in the organisation for a minimum period
of eighty days in the 12 months immediately preceding
the date of her expected delivery. Employees who are
recovering from a miscarriage and adopting mothers
can also avail maternity leave up to 84 days. In case
of surrogacy, female employee is eligible for 180 days
of maternity leave. As part of the Group Mediclaim
policy for employees, Normal and Caesarean
delivery expenses are covered up to specified limits
for expecting mothers. Your Company's Creche
reimbursement policy supports female employees
in taking care of their young children while the
employee is at work.

Our Paternity leave policy supports new fathers to
take necessary time off to bond with their baby and
assist the mother, with flexibility to avail leaves within 6
months of child birth

24. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with all the applicable
provisions of Secretarial Standards on Meetings of
Board of Directors (SS-1) and Secretarial Standards
on General Meetings (SS-2) issued by the Institute of
Company Secretaries of India.

25. CREDIT RATING

During the year under review, CARE Ratings Limited
upgraded the Company's Long-Term Bank Facilities
Rating and Issuer Rating from CARE A /Stable to
CARE AA-/Stable. This marks the Company's second
consecutive rating upgrade in the Financial Year
2024-25, reflecting its strong financial performance
and consistent progress.

Additionally, CRISIL Ratings Limited assigned a
Corporate Credit Rating of AA-/Stable to the Company
for the first time, further endorsing its creditworthiness
and financial stability.

The details of Credit Rating are available on the
website of the Company at www.eurekaforbes.com/
investor-relations/shareholders-information/credit-rating.

26. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO

The information in accordance with the provisions of
Section 134(3)(m) of the Act regarding conservation of
energy, technology absorption, and foreign exchange
earnings & outgo is attached herewith as Annexure - 4
and forms part of this Integrated Annual Report.

27. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

I n accordance with the requirements of the Act and
SEBI Listing Regulations, the Policy on Materiality of
Related Party Transactions and dealing with Related
Party Transactions as approved by the Board is
uploaded on the Company's website at the web link
www.eurekaforbes.com/cms/assets/prod/Policy on
Materiality of Related Party Transactions and on
dealing with Related Party Transactions.pdf.

This policy deals with the review and approval of
Related Party Transactions. The Board of Directors
of the Company have approved the criteria to grant
omnibus approval by the Audit Committee within
the overall framework of the policy on related party
transactions. Prior omnibus approval is obtained
for related party transactions which are of repetitive
nature and entered in the ordinary course of business
and at arm's length. A detailed statement of all RPTs is
placed before the Audit Committee every quarter for
their review and noting.

All Related Party Transactions during the Financial Year
2024-25, were reviewed and approved by the Audit
Committee and were on arm's length basis and in the
ordinary course of business. There were no material
transactions with Related Parties during the year as per
the last Audited Financial Statements. Accordingly, the
disclosure of transactions entered into with Related
Parties pursuant to the provisions of Section 188(1) of
the Act and Rule 8(2) of the Companies (Accounts),
Rules 2014 in Form AOC-2 is not applicable.

All Related Party Transactions entered during the year
under review are disclosed in the notes to the Financial
Statements. Pursuant to the provisions of Regulation
23(9) of the SEBI Listing Regulations, the Company
has filed half yearly reports to the Stock Exchanges,
for the related party transactions within the prescribed
statutory timelines.

28. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Board of
Directors, to the best of their knowledge and belief
and according to the information and explanations
obtained by them confirm that:

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

b. 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 of the Company for that period;

c. they have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

d. they have prepared the annual accounts on a
going concern basis;

e. they have laid down internal financial controls to
be followed by the Company and such internal
financial controls are adequate and operating
effectively; and

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

29. HUMAN RESOURCE DEVELOPMENT &
INDUSTRIAL RELATIONS

The Human Resources (HR) Function has closely
partnered with business to accelerate business
growth. The HR team has worked on creating
understanding and alignment to the Company goals,
created a platform for employees to share their
feedback on company culture and started embedding
the new Eureka Forbes behaviours through various
Reward and Recognition programmes. In the phase of
transformation, the HR function is responsible to hire
the right talent, develop employees in terms of skills
and raise organisation performance through the right
set of long term and short-term incentive programmes.

30. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92 of the
Act and Rule 12 of the Companies (Management
and Administration) Rules, 2014, the draft Annual
Return of the Company is available on the website

at www.eurekaforbes.com/media/investor-relations/
Eureka-Forbes-Limited-AnnualReturn-FY-2024-25.pdf.

31. PARTICULARS OF EMPLOYEES AND
REMUNERATION

Disclosures on the remuneration of Directors, KMPs
and employees as per Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
is given in Annexure - 5 to this Report. Your Directors
affirm that the remuneration paid to Directors, KMPs
and employees is as per the remuneration policy
of the Company.

Details of employee remuneration 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 forming part of this report.
Further, the report and the accounts are being sent
to the Members excluding the aforesaid annexure.
In terms of Section 136 of the Act, the said annexure
is open for inspection and any Member interested
in obtaining a copy of the same may write to the
Company Secretary.

32. WHISTLE BLOWER POLICY

In compliance with Section 177(9) of the Act and
Regulation 22 of SEBI Listing Regulations, your
Company has adopted a Whistle Blower Policy.
The Audit Committee oversees the functioning of
this policy. The vigil mechanism provides adequate
safeguards against victimisation of individuals who
report concerns under the policy and allows for direct
access to the Chairman of the Audit Committee.
During the year, no person was denied access
to the Chairman.

The Company's Whistle Blower Policy aims to
provide the appropriate platform and protection
for Whistle Blowers to report instances of fraud
and mismanagement, if any, to promote reporting
of any unethical or improper practice or violation
of the Company's Code of Conduct or complaints
regarding accounting, auditing, internal controls or
suspected incidents of violation of applicable laws
and regulations including the Company's Code of
Conduct or Code for Prevention of Insider Trading
and Policy of Fair Disclosure of Unpublished Public
Sensitive Information.

The Whistle Blower Policy provides a mechanism for
employees of the Company to approach the Chairman
of the Audit Committee of the Company for redressal.
Details of the Whistle Blower policy are covered in the
Report on Corporate Governance forming part of this
Integrated Annual Report and are made available on
the Company's website at: www.eurekaforbes.com/
media/pdf/whistle-blower-policy-v2.pdf.

33. CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V
of the SEBI Listing Regulations, a separate section
on Corporate Governance practices followed by the
Company, together with a Certificate from Practicing
Company Secretary confirming compliance with
conditions of Corporate Governance, as required
under SEBI Listing Regulations forms an integral part
of this Report and is annexed herewith as Annexure - 6.

34. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, a report on sustainability in the format
of Business Responsibility and Sustainability Report
(BRSR), aligned with the Nine (9) principles of
the National Guidelines on Responsible Business
Conduct notified by the Ministry of Corporate Affairs,
Government of India, forms part of this Integrated
Annual Report as Annexure - 7.

35. DETAILS OF APPLICATIONS, APPROVED
OR PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

Your Company, in the capacity of Creditor, has not filed
any applications with National Company Law Tribunal
under the Insolvency and Bankruptcy Code, 2016
during the Financial Year 2024-25 for recovery of any
outstanding loans against any customer. Further, no
application has been filed with National Company Law
Tribunal under the Insolvency and Bankruptcy Code,
2016 against your Company for recovery of any debt
during the year under review.

Place: Gurugram

Date: August 11, 2025

36. DIFFERENCE IN VALUATION DONE FOR
ONE-TIME SETTLEMENT AND VALUATION
DONE WHILE TAKING A LOAN FROM BANKS
OR FINANCIAL INSTITUTIONS

During the year under review, your Company has not
entered into one-time settlement with any Bank or
financial institution.

37. INTEGRATED REPORTING

Your Company has diligently prepared an Integrated
Annual Report, encompassing a comprehensive set
of financial and non-financial information. This report
aims to provide Members with meaningful insights to
facilitate informed decision-making and gain a better
understanding of the Company's long-term strategy
and value creation approach. This report covers
aspects such as organisation's strategy, governance
framework, performance, risk management and
prospects of value creation based on the six forms
of capitals viz., Financial Capital, Intellectual Capital,
Manufactured Capital, Human Capital, Natural Capital,
and Social and Relationship Capital.

38. APPRECIATION & ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank sincerely
and acknowledge with gratitude, the contribution,
co-operation and assistance received from customers,
vendors, dealers, suppliers, investors, business
associates, bankers, Government authorities and
other stakeholders for their continued support
during the year.

Further, the Board places on record its deep
appreciation for the enthusiasm, co-operation, hard
work, dedication and commitment of the employees at
all levels. The enthusiasm and unstinting efforts of the
employees have enabled the Company to remain an
industry leader.

On behalf of the Board of Directors of
Eureka Forbes Limited

Arvind Uppal

Chairman
(DIN: 00104992)