Forbes & Company Ltd

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

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

Legal and Regulatory</b>

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

Systems and Information

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

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

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

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

Internal control systems and their adequacy

Your Company has an internal control system, which ensures that all transactions are recorded satisfactorily and reported and that all assets are protected against loss from unauthorized use or otherwise. The internal control systems are supplemented by an internal audit system carried out by a team under the direct supervision of the Audit

Committee. The findings of such internal audits are periodically reviewed by the management and suitable actions are 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 fiscal year 2024 2025, the human resource (HR) functions concentrated on several key areas storing the future ready organization. The HR initiatives and activities undertaken during the year are summarized below for stakeholders:

a. Employee Safety, Wellbeing & Engagement:

The focus was on the overall wellbeing of employees, ensuring a safe and healthy work environment. Your Company believe that engaging employees give more than the deliverables and high engage employees ensure high operational results. We have employee engagement programs celebrating monthly and yearly as well like International Yoga Day, International Women's Day, National Safety Week Celebration, Annual Health Check-ups, World Environment Day by planting trees in Company premises, Festival Celebration and Teamwork activities etc.

b. Talent Development & Talent Management:

Hiring the right talent remains a key objective for the Company, and employee engagement is always a top priority. To ensure a smooth onboarding experience, the Company has implemented a detailed induction program for all new joiners. This program is designed to familiarize them with company policies, culture, and departmental functions.

In addition, the Company has introduced a quarterly "New Joiner Connect" initiative for the first year of employment.

This program aims to enhance the employee experience, foster stronger bonds among new employees, and help them acclimate to the working culture and processes. The goal is to build long- term relationships and commitment to the organization.

c. Performance Management System:

For Building performance-oriented culture it is very important to have the right talent empowerment and feedback to employees. Your Company has started Quarterly Performance Review for the Functional Head with the Business Head, to review the entire functional performance & further assistance / guiding on achieving the same.

An annual performance review takes place between employees & reporting managers to summarize the entire annual performance, training requirements, challenges etc.

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

d. Harmonious Industrial Relations:

Industrial relations remained harmonious, contributing to a peaceful work environment. By Focusing on these areas, your company has created engaging, supporting & dynamic working culture which aims for employee growth, operational efficiency & sustainability. This year your Company has built the foundation base quite strong to start with and make certain to exceed success in coming years.

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 2024-25 the following company(s) have become or ceased to be subsidiaries, joint ventures or associates.

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

Dividend & Transfer to Reserves

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

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

Share Capital

The paid-up Equity Share Capital of the Company as on March 31, 2025, was 1,289.86 Lakhs. During the year under review, the Company has not issued any shares with differential voting rights or ‘sweat equity shares' and has not granted any stock options.

Finance

Your Company is net Debt Free as on March 31, 2025. The Company continues to focus on judicious management of its working capital. Relentless focus on receivables, inventories, strict cost control where possible, and the sale of assets has helped in keeping the borrowings and effective interest cost under control.

Deposits

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

Particular of loans, guarantees and investments

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

Related Party Transactions

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

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 requirements under Regulation 34 (2)(f) and the proviso thereof of the SEBI (Listing Obligations and Disclosure Requirements), 2015 is not applicable to the Company for this reporting period.

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 2024-25, no complaints on sexual harassment were received.

Corporate Governance and Management Discussion and Analysis

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

Corporate Social Responsibility (CSR)

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

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

The total amount to be spent during the financial year 2024-25 was Nil.

However, your Company has entered into a memorandum of Understanding (MOU) with the Aurangabad Municipal Corporation towards reconstruction of a municipal school building in 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.

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. M.C. Tahilyani is due to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board of Directors recommends his re-appointment as Director of the Company.

Based on the recommendations of the Nomination and Remuneration Committee and subject to the approval the Shareholders of the Company, the Board of Directors approved the appointment of Mr. Paras Savla as an Additional Director (Non-Executive, Independent Director) for a term of 5 years commencing from August 05, 2024 and the appointment of Ms. Bapsy Dastur as an Additional Director (Non-Executive, Independent Director) for a term of 5 years commencing from September 01, 2024. The said appointments were approved by the shareholders of the Company on August 29, 2024, and October 30, 2024, respectively.

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

Mr. Ravinder Prem due to pre-occupation and prior professional/ personal commitments has resigned from the position of Whole-time Director of the Company with effect from close of business hours on April 04, 2025.

The Board places on record its appreciation for the invaluable services and guidance rendered by Mr. Ravinder Prem to the Board and the Company during his tenure as Whole-time Director.

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 March 31, 2025, appointed Mr. Sudhir Wakure (DIN: 07828586) as an Additional Director and designated him as the Whole-time Director of the Company with effect from April 05, 2025.

The Company has received declarations from all the Independent

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

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

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

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

Pursuant to the provisions of section 203 of the Act, Mr. Ravinder Prem, Whole-time Director, Mr. Nirmal Jagawat, Chief Financial Officer and Mr. Pritesh Jhaveri, Company Secretary, are the Key Managerial Personnel of the Company as on March 31, 2025.

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 Management.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors based on self- assessment questionnaire and feedback/input 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 5 (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. There are no qualification in the Auditors report. However, 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 2025-26 on a remuneration of 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 Report of the Secretarial Auditor is annexed herewith as Annexure ‘IV' and which is self-explanatory.

Secretarial Standards

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

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

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

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

Extract of Annual Return

Pursuant to section 92(3) read with section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2025, is available on the website of the Company viz, www.forbes.co.in

Cautionary Statement

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

Acknowledgements

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