Foce India Ltd Directors Report

To The Members,

Your directors have pleasure in presenting their 25^th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2026.

FINANCIAL PERFORMANCE OF THE COMPANY:

(Amount in Lakhs)

	Standalone		Consolidated
Particulars	Figures as at the end of current reporting Period 31.03.2026	Figures as at the end of previous reporting Period 31.03.2025	Figures as at the end of current reporting Period 31.03.2026	Figures as at the end of previous reporting Period 31.03.2025
Revenue from Operations	5,662.20	3,581.90	14,531.88	10,425.16
Other Income	-	-	39.37	39.25
(a)Total Revenue	5,662.20	3,581.90	14,571.25	10,464.42
Less : Administrative &
Other Expenses
Purchase of Stock in Trade	5,649.42	3,502.55	15,454.52	8,477.27
Changes in inventories of finished goods, work- in-progress and stock-in- trade	(446.57)	(220.27)	(3,491.37)	(222.28)
Depreciation &	3.75	3.00	29.95	23.56
Amortization
Employee Benefit Expenses	17.47	18.18	42.74	38.65
Finance Expenses	70.80	10.47	140.24	59.16
Other expenses	200.79	142.94	525.30	296.35
(b)Total Expense	5,495.66	3,456.86	12,701.38	8,672.72
(c)Profit / (Loss) before Tax (a-b)	171.12	130.30	1,869.88	1,791.70
Less: Tax Expense
Current Tax	43.11	32.68	375.52	352.51
Deferred Tax	(0.24)	0.12	(2.21)	(1.04)
Profit After Tax	128.24	97.50	1,496.57	1,440.23
Basic Earnings Per Share	1.08	0.83	12.56	12.26
Diluted Earnings Per Share	1.08	0.83	12.56	12.26

FINANCIAL HIGHLIGHTS

The Companys total Revenue (Standalone) for the F.Y. 2025-26 was Rs. 5,662.20 lakhs as compared with Rs. 3,581.90 lakhs during the previous financial year. The Company recorded a Profit Before Tax of Rs. 171.12 lakhs as compared with Rs. 130.30 lakhs during the previous financial year.

The Companys total Revenue (Consolidated) for the F.Y. 2025-26 was Rs. 14,571.25 lakhs as compared with Rs. 10,464.42 lakhs during the previous financial year. The Company recorded a Profit Before Tax of Rs. 1,869.88 lakhs as compared with Rs. 1,791.70 lakhs during the previous financial year.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the business of the Company during the year under review.

DIVIDEND/ TRANSFER TO RESERVES:

The Directors do not recommend any dividend for financial year ended 31^st March, 20256 to conserve the resources.

Also, there has been no transfer to general reserves and the Company would like to retain its profit this year to strengthen its business.

ANNUAL RETURN:

In accordance with Section 92(3) and 134(3)(a) of the Companies Act, 2013 (hereinafter referred to as "Act") read with the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31^st

March, 2026 is available on the Companys website https://foceindia.com/

SHARE CAPITAL:

Authorized Share Capital:

The Authorized Share Capital of the Company is Rs. 12,00,00,000/- (Rupees Twelve Crores Only) divided into 1,20,00,000 (One Crore Twenty Lakhs) equity shares of Rs. 10/- (Rupees Ten) each as on 31^st March, 2026.

Issued, Subscribed and Paid Up Share Capital:

During the financial year under review, the issued, subscribed and paid-up equity share capital of the Company increased pursuant to the issue and allotment of Bonus Equity Shares.

The Members of the Company, at the Extra-Ordinary General Meeting held on Saturday, 31st January, 2026, approved the capitalization of a sum of 6,85,00,950 out of the Companys Free Reserves and the issue of 68,50,095 (Sixty-Eight Lakh Fifty Thousand Ninety-Five) fully paid-up Bonus Equity Shares of 10/- each in the ratio of 07 (Seven) Bonus Equity Shares for every 05 (Five) existing fully paid-up Equity Shares held by the shareholders of the Company in accordance with the provisions of Section 63 of the Companies Act, 2013 and other applicable provisions.

Pursuant to the approval of the Members and after determining 2nd March, 2026 as the Record Date, the Board of Directors at its meeting held on Wednesday, 4th March, 2026, allotted 68,50,095 Bonus Equity Shares of 10/- each, which rank pari passu in all respects with the existing equity shares of the Company.

Consequent to the aforesaid allotment, the issued, subscribed and paid-up equity share capital of the Company increased from 4,89,29,250/- comprising 48,92,925 Equity Shares of 10/- each to 11,74,30,200/- comprising 1,17,43,020 Equity Shares of 10/- each as at 31st March, 2026.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure - 1.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations"). The Agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company.

During the year, 6 (Six) Board Meetings were held on following dates.

Date of Board Meeting	No. of Directors eligible to attend meeting	No. of Directors attended the meeting
30/05/2025	5	5
04/09/2025	5	5
14/11/2025	5	5
07/01/2026	5	5
24/02/2026	5	5
13/03/2026	5	5

BOARD COMMITTEES

In compliance with the requirements of applicable laws and as part of best governance practices, the Company has constituted following Committees of the Board.

Audit Committee

Nomination & Remuneration Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

Audit Committee:

Your Company has constituted an Audit Committee in accordance with the applicable provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. All the members of the Audit Committee possess adequate financial, accounting and management expertise, enabling them to effectively discharge their responsibilities.

The primary objective of the Audit Committee is to assist the Board of Directors in overseeing the integrity of the Companys financial reporting process, ensuring the accuracy, completeness and reliability of financial statements, strengthening the internal control framework, and monitoring compliance with applicable legal and regulatory requirements. The Committee also provides an independent and objective oversight of the financial reporting process to ensure transparency, accountability and the highest standards of corporate governance.

The Audit Committee, inter alia, reviews the quarterly and annual financial statements before submission to the Board, evaluates the adequacy and effectiveness of internal financial controls and risk management systems, reviews the reports of the Internal Auditors and Statutory Auditors along with the managements responses, monitors the independence and performance of the Statutory Auditors, examines related party transactions, reviews compliance with applicable laws and regulations, oversees the vigil mechanism/whistle blower policy, and performs such other functions as may be entrusted by the Board from time to time in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The composition of the Audit Committee is in conformity with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The composition of the Audit Committee is as under:

Nature	Name	Designation
Chairman	Mr. Lalit Kumar Tapadia	Non-Executive Independent Director
Member	Mrs. Rekha Agarwal	Non-Executive Independent Director
Member	Mrs. Abhilasha Chaudhary	Non-Executive Independent Director

Further, during the financial year ended on 31^st March, 2026, all the recommendations / suggestions made by Audit Committee have been noted & implemented by the board.

During the financial year ended on 31^st March 2026, 6 (Six) meetings of the Audit Committee were held on following dates:

Date of Board Meeting	No. of Directors eligible to attend meeting	No. of Directors attended the meeting
30/05/2025	3	3
04/09/2025	3	3
14/11/2025	3	3
07/01/2026	3	3
24/02/2026	3	3
13/03/2026	3	3

Nomination and Remuneration Committee:

Your Company has constituted a Nomination and Remuneration Committee ("NRC") in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

The Committee plays a pivotal role in ensuring that the Board and senior management comprise individuals possessing the appropriate balance of skills, experience, knowledge, integrity and diversity to effectively discharge their responsibilities. It is responsible for identifying and recommending persons who are qualified to become Directors and who may be appointed to senior management positions, evaluating the performance of Directors, the Board and its Committees, and recommending appropriate remuneration policies that are aligned with the Companys business objectives, long-term strategy and industry practices.

The Committee formulates and recommends to the Board the policy relating to the appointment, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management Personnel. It ensures that the remuneration structure is fair, reasonable and performance-linked, with an optimum balance between fixed and variable components, monetary and non-monetary benefits, so as to attract, retain and motivate competent professionals while promoting sustainable value creation for stakeholders. The Committee also oversees succession planning for the Board and Senior Management and carries out such other functions as are prescribed under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws.

The composition of the Nomination and Remuneration Committee is in conformity with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The composition of the Committee is as under:

Name	Nature	Designation
Mr. Lalit Kumar Tapadia	Chairman	Non-Executive Independent Director
Mrs. Rekha Agarwal	Member	Non-Executive Independent Director
Mrs. Abhilasha Chaudhary	Member	Non-Executive Independent Director

During the financial year ended on 31^st March 2026, 1 (One) meeting of the Nomination & Remuneration committee were held on following dates:

Date of Board Meeting	No. of Directors eligible to attend meeting	No. of Directors attended the meeting
04/09/2025	3	3

Stakeholders Relationship Committee:

The Board of Directors of the Company has constituted the Stakeholders Relationship Committee ("SRC") in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

The primary objective of the Committee is to safeguard and promote the interests of the Companys shareholders and other security holders by ensuring timely and effective resolution of their grievances. The Committee oversees matters relating to transfer and transmission of securities, dematerialization and Rematerialization of shares, issue of duplicate share certificates, consolidation, subdivision, split and renewal of share certificates, nomination, change of address and other investor service-related matters. It also monitors the performance of the Registrar and Share Transfer Agent (RTA), reviews the status of investor complaints, ensures prompt Redressal of grievances, and strengthens the Companys investor relations framework through transparent, efficient and responsive stakeholder services. The Committee periodically reviews the measures taken for effective exercise of voting rights by shareholders, monitors compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws relating to investor services, and performs such other functions as may be delegated by the Board from time to time. The composition of the Stakeholders Relationship Committee is in conformity with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The composition of the Committee is as under:

Name	Nature	Designation
Mr. Lalit Kumar Tapadia	Chairman	Non-Executive Independent Director
Mrs. Rekha Agarwal	Member	Non-Executive Independent Director
Mrs. Abhilasha Chaudhary	Member	Non-Executive Independent Director

During the financial year ended on 31^st March 2026, 4 (Four) meeting of the SRC were held on following dates:

Date of Board Meeting	No. of Directors eligible to attend meeting	No. of Directors attended the meeting
04/09/2025	3	3
07/01/2026	3	3
24/02/2026	3	3
13/03/2026	3	3

NOMINATION AND REMUNERATION POLICY:

Your Company firmly believes that a diverse, inclusive and competent Board is fundamental to effective corporate governance and long-term value creation. Diversity in terms of skills, expertise, experience, gender, age, professional background and knowledge enables the Board to make informed decisions, foster innovation and strengthen the Companys ability to achieve sustainable growth while safeguarding the interests of all stakeholders. Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a comprehensive Nomination and Remuneration Policy. The Policy, inter alia, lays down the criteria and process for identifying, selecting and appointing

Executive Directors, Non-Executive Directors, Independent Directors, Key Managerial Personnel and Senior Management Personnel. It also prescribes the qualifications, experience, expertise, positive attributes, integrity, independence and diversity required for such appointments, in addition to the criteria for determining their remuneration. The remuneration framework is designed to ensure fairness, competitiveness and alignment with individual performance, the Companys strategic objectives and long-term shareholder value. Further, the Policy provides a structured framework for annual performance evaluation of the Board of Directors, its Committees, individual Directors, the Chairperson and Independent Directors. It also encompasses succession planning for the Board and Senior Management to ensure leadership continuity and effective governance. The Nomination and Remuneration Policy is reviewed periodically by the Nomination and Remuneration Committee to ensure continued compliance with applicable laws, evolving governance standards and the Companys business requirements.

The aforesaid Nomination and Remuneration Policy is available on the website of the Company https://foceindia.com/policies/

DISCLOSURE OF RELATED PARTY TRANSACTION:

All contracts/arrangements/transactions entered by the Company during the Financial Year with related parties were on an arms length basis and were in the ordinary course of business. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Companys materiality of related party transactions which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15(2)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance as specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and paragraphs C, D and E of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to entities listed on the SME Exchange.

Accordingly, as the equity shares of the Company are listed on the NSE SME Platform, the Corporate Governance provisions under the aforesaid Regulations are presently not applicable to the Company. Therefore, a separate Corporate Governance Report containing the disclosures specified under Paragraph C of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 does not form part of this Annual Report.

However, the Company is committed to maintaining high standards of corporate governance and continues to follow sound governance practices, transparency, accountability and ethical business conduct in all its operations.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of Section 135 of the Companies Act, 2013, the provisions relating to Corporate Social Responsibility is not applicable to the Company as the company does not have net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore* or more during financial year under review.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Companys procedures and practices, the website link is available at https://foceindia.com/policies/familiarization-program-for-independent-directors/

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they comply with the criteria of Independence as laid down under Section 149(6) of the Act and as per Listing Regulations. In the opinion of the Board, all independent directors appointed during the year under review possess strong sense of integrity, requisite experience, qualification and expertise.

ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, that of its Committees and the individual Directors.

The evaluation was conducted based on a structured framework covering various aspects such as the composition of the Board and its Committees, effectiveness of Board processes, quality of participation in meetings, strategic guidance, governance practices, decision-making, fulfilment of statutory responsibilities and contribution of individual Directors. The performance of the Board Committees was evaluated with reference to the scope of their functions, effectiveness in discharging their responsibilities and the quality of recommendations made to the Board.

Based on the evaluation process, the Board reviewed the overall performance of the Board, its Committees and the individual Directors and was satisfied that they were functioning effectively and contributing positively towards the growth, governance and overall performance of the Company.

In a separate meeting of Independent Directors held on 12/04/2025, 13/03/2026, performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year under review, Mrs. Anita Manoj Agarwal (DIN: 00357097) was appointed as an Additional Director (Non-Executive & Non-Independent) of the Company with effect from 27th May, 2026, pursuant to the provisions of Section 161 of the Companies Act, 2013 and the Articles of Association of the Company.

Subsequently, the Members of the Company regularized her appointment as a Non-Executive & Non-Independent Director at the ensuing General Meeting, with effect from 27th May, 2026.

Except as stated above, there were no other changes in the Directors or Key Managerial Personnel of the Company during the financial year under review.

STATUTORY AUDITORS:

M/s. S.D.G. & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company by the Members at the Annual General Meeting held on 30th September, 2021, to hold office for a term of five consecutive years, from the conclusion of the 20th Annual General Meeting until the conclusion of the 25th Annual General Meeting to be held in the year 2026, at such remuneration as may be determined by the Board of Directors in consultation with the Statutory Auditors. During the financial year under review, there was no change in the Statutory Auditors of the Company. The Statutory Auditors continued to hold office in accordance with the provisions of Section 139 of the Companies Act, 2013.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors of the Company in their report for the financial year ended 31st March, 2026. Further, no frauds have been reported by the Auditors to the Audit Committee or the Board under Section 143 (12) of the Act.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act read with corresponding Rules framed thereunder, Mr. Brajesh Gupta, Practicing Company Secretary, was appointed as Secretarial Auditors of the Company for 5 years to conducting the Secretarial Audit for the financial year 2025-26 To financial year 2029-30. The Secretarial audit report does not contain any qualifications, reservations, or adverse remarks or disclaimer. The said report is attached to this report as Annexure 2. No fraud have been reported by the auditors.

INTERNAL AUDITORS:

M/s. DKY & Co, Chartered Accountants, FRN 157355W were appointed as Internal Auditors of the Company for the financial year 2026-27, and who has been further appointed as internal auditors for F.Y. 2026-27 to 2028-29 for 3 F.Y. 3 years by board of directors in its board meeting 07^th September, 2026, They have submitted a report based on the internal audit conducted during the period under review.

The report does not contain any qualifications, reservations, or adverse remarks or disclaimer. No fraud has been reported by the auditors.

DISCLOSURE UNDER SCHEDULE V(F) OF THE SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

Your Company does not have any unclaimed shares issued in physical form pursuant to public issue/Right issue.

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on 31^st March 2026, the Company has two Subsidiary Companies i.e., FO Industries Private Limited and Foce Realty Solutions Private Limited. The Company doesnt have any Joint venture or Associate Company during the period under review. The statement showing salient features of both subsidiaries shall be attached in form AOC-1 as Annexure 3.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of transactions undertaken by the Company during the Financial Year which are covered under the provisions of Section 186 of the Act and Rules thereto have been disclosed in the Notes to Accounts of Financial Statements forming part of this Annual Report.

DEPOSITS:

The Company has not accepted any deposits during the year under review. As per Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 the Company has accepted loan from Director and details of the loan has been disclosed under Related Party Transaction.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No order, whether significant and/or material has been passed by any regulators, courts, tribunals impacting the going concern status and Companys operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The provisions of Section 134(3)(m) of the Act regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable to the Company considering the nature of activities undertaken by the company during the year under review.

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

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure - 4 which forms part of this Report. None of the employees draw remuneration which is in excess of the limits as prescribed under the said rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, thus the statement pursuant to 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 not required.

NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per Provisio to Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017.

As your Company is also listed on SME Platform of NSE Limited, it is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements.

DETAILS OF ESTABLISHMENT OF WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES:

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the persons covered under the policy including Directors and employees are free to report misuse or abuse of authority, fraud or suspected fraud, violation of Company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected. The reportable matters may be disclosed to the vigilance officer who operates under the supervision of the Audit Committee. Persons covered under the Policy may also report to the Chairman of the Audit Committee.

During the year under review, no employee was denied access to the Chairman of the Audit Committee. No complaints were received under Vigil Mechanism & Whistle Blower Policy during the financial year 2025-26.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. There exist at the group level an Internal Complaints Committee (‘ICC) constituted under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC.

(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 ninety days - Nil

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961. There were no instances of maternity leave availed during the financial year 2025 26.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Act, the Board hereby submits its responsibility Statement:

a) In the preparation of the Annual Accounts, the applicable Accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had 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 as at the end of the financial year and of the profit of the company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The Directors had prepared the annual accounts on a going concern basis;

e) Internal Financial Control means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and

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

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Board meetings and Annual General Meetings.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

MAINTENANCE OF COST RECORDS

The provisions relating to maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Act, were not applicable to the Company up to 31^st March, 2026 and accordingly such accounts and records were not required to be maintained.

RISK MANAGEMENT

The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The Board identifies the key risks for the Company, develops and implements the risk mitigation plan, reviews and monitors the risks and corresponding mitigation plans on a regular basis and prioritizes the risks, if required, depending upon the effect on the business/reputation.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended from time to time with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

INSOLVENCY AND BANKRUPTCY CODE 2016

No application under the Insolvency and Bankruptcy Code, 2016 has been made during the financial year by the Company or any other person and no application or proceeding under the Insolvency and Bankruptcy Code, 2016 is pending as at the end of the financial year.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THERE OF:

During the year under review, there were no transactions or events with respect to the one-time settlement with any bank or financial institution; hence no disclosure or reporting is required.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Act do not apply as there was no dividend declared and paid last year.

OTHER DISCLOSURE REQUIREMENTS:

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

The disclosures and reporting with respect to issue of equity shares with differential rights as to dividend, voting or otherwise is not applicable as the Company has not issued any such shares during the reporting period.

The disclosures and reporting on issue of shares (including sweat equity shares and Issue of Shares under Employees Stock Option Scheme) to employees of the Company under any scheme are not applicable as the Company has not issued any such shares during the reporting period.

ACKNOWLEDGEMENTS:

Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

Registered Office:	By order of the Board For Foce India Limited
4, Kingston Shastri Nagar,	Sd/-	Sd-
LokhandwalaComplex,	Manoj Sitaram Agarwal	Utkarsh Agarwal
Andheri (West), Mumbai-400053	ManagingDirector	Director
Website: https://foceindia.com	DIN: 00159601	DIN:08021945
Email ID: office@foceindia.com;
Phone No: 02226349544