Forbes & Company Ltd Directors Report

Dear Members,

The Board of Directors hereby submits the report on the business and operations of the Company along with the Audited Financial Statements of the Company for the Financial Year (FY) ended March 31, 2026. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Financial Results and Highlights of Performance

The Companys performance, as per Indian Accounting Standards (IND AS), during the Financial Year under review is summarized as follows:

Particulars	Standalone	Consolidated
	FY 25-26	FY 24-25	FY 25-26	FY 24-25
Revenue and Other Income (Total Income)	8,519	21,280	9,028	21,557
Earnings before Finance Cost, Depreciation, Share of Net Profit of Joint ventures, Exceptional Item & Tax	2,196	4,186	2,423	4,407
Share of Net Profit of joint venture	-	-	(249)	(172)
Profit / (Loss) after Finance Cost, Depreciation, Share of Net profit of Joint ventures and before Exceptional Items & Tax	1,852	3,982	1,818	4,024
Exceptional Items - Income/(Expense)	-	(202)	-	(2)
Profit before Tax (PBT)	1,852	3,780	1,818	4,022
Profit/(loss) after tax for the year from continuing operations	1,472	2,693	1,341	2,891
Profit/(loss) before tax from discontinued operations	-	-	-	9,385
Tax Expense from discontinued operations	-	-	-	-
Profit/(loss) for the year from discontinued operations	-	-	-	9,385
Profit/(Loss) for the year	1,472	2,693	1,341	12,276
Other Comprehensive Income (net of tax)/(Loss)	(1,071)	792	(3,353)	1,788
Total Comprehensive Income	401	3,485	(2,012)	14,064
Earnings Per Share - Basic and Diluted ( Rs.) (Continuing operation)	11.41	20.88	10.53	22.71
Earnings Per Share - Basic and Diluted ( Rs.) (Discontinued operations)	-	-	-	73.71

Note: The above figures are extracted from Standalone and Consolidated Financial Statements as per Indian Accounting Standard ("IND AS") and are prepared in accordance with the principles stated therein as prescribed by the Ministry of Corporate Affairs under section 133 of the Companies Act, 2013 ("Act") read with relevant rules issued therein.

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

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

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

General Performance and Outlook

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

Indias GDP growth is estimated at approximately 7.4% in FY 202526 and is expected to remain in the range of 6.5%-7.0% in FY 202627, driven by sustained public capital expenditure, gradual recovery in private investment, and resilient consumption. Inflation moderated during the year, while monetary policy remained calibrated to balance growth and stability.

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

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

Over the medium term, Indias structural growth drivers are expected to remain intact, providing a stable foundation for the Companys diversified business portfolio.

Performance and outlook

During the year under consideration, your Company has undertaken several actions, which are detailed below, followed by a discussion of the results. These actions enable the Company to concentrate on growth-oriented businesses, specifically Coding & Industrial Automation and Real Estate. The Company maintains a tradition of excellence, with total customer delight as its singular aim. Significant actions taken in various areas are summarized hereunder for a better understanding of all stakeholders:

Coding & Industrial Automation Business (CIAB):

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

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

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

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

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

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

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

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

Real Estate Projects

(i) Project Vicinia, Chandivali

Your Company has successfully completed the construction of the project, which includes Towers A, B, C, D, and F from Phase I, as well as Towers E, G, and H from Phase II. The possession of the flats sold has been handed over to customers for both phases. Currently, the Company is in the process of completing the final stage of the remaining amenities and infrastructure facilities, with full Occupation Certificate (OC) of the Project is expected to be completed by December 2026.

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

(ii) Project - Wagle Estate, Thane

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

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

Forbes Campbell Finance Limited (FCFL)

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

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

EFL Mauritius Limited (EFLM)

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

Forbes Bumi Armada Limited (FBAL)

The total revenue for the financial year ended March 31, 2026 stood at Rs. 8,185 Lakhs compared to Rs. 7,485 Lakhs for the financial year ended March 31, 2025. Profit after Tax is at Rs. 441 Lakhs as against Rs. 381 Lakhs in the previous year.

FBAL maintains qualified and experienced manpower which continues to provide quality manning services for Operation and Maintenance of Floating Production Storage Offload "FPSO" Vessels.

FBAL is providing Operations and Management manning services to three (3) FPSOs. Manpower resources of FBAL are delivering international standard services while maintaining high level Health Safety and Environment track records.

The Company has duly complied with ISO 9001, 14001 & 45001 certifications, which are valid till January 17, 2027 and ISO 27001: 2013 - Information Security Management System Certification valid till July 27, 2026. All the compliances in terms of renewal of certification, licenses and other imperative regulations are regularly renewed and fully complied with by the company without any delay.

During the year under review, there has been no change in the nature of business and share capital of the Company.

The Svadeshi Mills Company Limited (Svadeshi)

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

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

Financial Performance

The Consolidated Financial Statements of your Company and its subsidiaries, its joint ventures and associate companies are prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and other relevant provisions of the Companies Act, 2013. The Notes to Consolidated Financial Statements are disclosed and forms part of the Consolidated Financial Statements.

Segment wise performance

The summarized performance of segment revenues and segment results is as under:

Particulars	Segment Revenue
	FY 25-26	FY 24-25
Coding and Industrial Automation (CIAB)	3,885	3,134
Real Estate	3,927	16,795
Total	7,812	19,929
Less: Inter Segment Revenue	(198)	(6)
Total Income from operations (net)	7,614	19,923

 

Particulars	Segment Results
	FY 25-26	FY 24-25
Coding and Industrial Automation (CIAB)	142	(116)
Real Estate	2,218	4,624
IT Enabled Services and Products	-	-
Others	-	-
Total segment results	2,360	4,508
Add/(Less): Share of profit of joint ventures and associates accounted for using equity method	(249)	(172)
Add/(Less): Unallocated Exceptional Items-Income	-	(2)
Less: Finance Costs	(65)	(53)
Balance	2,046	4,281
Add: Unallocable income/(expenses)	(228)	(259)
Profit /(Loss) from continuing activities before tax	1,818	4,022
Profit / (Loss) from discontinued operations	-	9,385
Profit /(Loss) before tax from continuing and discontinued operation	1,818	13,407

Key Financial performance, Operational Information and Ratio Analysis

Key Ratios/ Indicators	Standalone	Explanation for change of 25% or more
	FY 25-26	FY 24-25
Debtors Turnover (in days)	39	15	The increase in days is mainly due to lower revenue recognition of Rs. 13,048 lakhs from Vicinia Real Estate Project, which is part of Real Estate segment revenue.
Interest Coverage Ratio	32	78	The interest coverage ratio is reduced due to lower profit as compared to previous year considering lower revenue and profitability of Vicinia Real Estate Project.
Operating Profit Margin %	30%	20%	Increase in ratio due to reduction in revenue of Vicinia Real Estate Project, while other real estate business profitability increased marginally. Operating margin did not decrease proportionately with the decline in revenue.
Return on Net Worth	9%	18%	The decrease is mainly due to reduction in PBT (absence of Vicinia Real Estate Project profit).
Current Ratio	2.24	1.54	The ratio increased due to reduction in current liabilities on account of payments and settlement of advances in the ordinary course of business.
Debt-Equity Ratio	0.04	0.03	The ratio increased due to increase in notional lease liability in current year.
Return on Equity Ratio	9%	25%	The reduction in ratio is mainly due to a reduction in EBIT (absence of Vicinia Real Estate Project income),
Trade Receivables turnover ratio	9.30	26.71	The reduction is mainly due to reduction in revenue from operation (absence of Vicinia Real Estate Project revenue).
Trade payables turnover ratio	1,06	0,68	During the year, CIAB purchases increased compared to the previous year, resulting in higher credit purchases,
Net capital turnover ratio	1,73	6,53	The reduction in ratio is mainly due to reduction in revenue from operations and increase in working capital (absence of Vicinia Real Estate Project revenue)
Net profit ratio	17%	13%	Increase in ratio due to reduction in revenue of Vicinia Real Estate Project, while other real estate business profitability increased marginally, PAT did not decrease proportionately with the decline in revenue,
Return on Capital employed	11%	25%	The reduction is mainly due to a reduction in EBIT (absence of Vicinia Real Estate Project profit).
Return on investment	9%	18%	The reduction is mainly due to a reduction in Earnings before interest and tax (absence of Vicinia Real Estate Project profit)

Revenue

During the year your Company has achieved total standalone revenue (including other income) of Rs. 8,519 lakhs (previous year Rs. 21,280 lakhs),

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

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

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

Proflt/(Loss) Before Tax ("PBT")

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

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

Fixed Assets

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

Total Comprehensive Income / (Loss)

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

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

Borrowing

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

The companys consolidated borrowings stood at Rs. Nil for the current financial year. (previous year: Rs. 3.69 lakhs).

OPPORTUNITIES & RISKS

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

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

Our success as an organization depends on our ability to identify opportunities and leverage them while mitigating the risks that arise while conducting our business. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis, Some of the opportunities and key risks, anticipated impact on the Company and mitigation strategy is as follows:

Market Development

Your Company monitors external market trends and collates consumer insights to understand Industry requirements and enable them to provide the right solution,

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

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

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

Political and Global Uncertainty

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

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

Legal and Regulatory

Compliance with laws and regulations is an essential part of your Companys 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 Companys operations are increasingly dependent on IT systems and the effective management of information.

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

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

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

Internal control systems and their adequacy

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

The findings of such internal audits are periodically reviewed by the management and suitable actions taken to address the gaps, if any. The Audit Committee of the Board meets at regular intervals and addresses significant issues raised by both the Internal Auditors and the Statutory Auditors. The process of internal control and systems, statutory compliance, information technology, risk analysis and risk management are inter-woven to provide a meaningful support to the management of the business.

M/s Sharp & Tannan Associates, the statutory auditors of the Company, have audited the financial statements included in this annual report and has issued a report on the Companys internal financial controls over financial reporting as defined in Section 143 of the Act.

Material Development in Human Resources and Industrial Relations

The Human Resources function continued to focus on strengthening a future-ready organization through initiatives aimed at employee engagement, capability development, and performance management.

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

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

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

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

By focusing on these areas, your company has created a supportive and dynamic work environment that fosters employee growth, operational efficiency, and sustainable development. These initiatives have laid a strong foundation for continued success and growth in the coming years.

Subsidiaries/ Associates /Joint Ventures

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

Details of subsidiaries, associate companies and joint venture companies are set out in the statement in Form AOC-1, pursuant to

Section 129 of the Companies Act, 2013 ("Act") and, is attached, herewith, as Annexure "I". Financial Statements of these subsidiaries are available for inspection at the registered office of the Company and that of the subsidiary company concerned and the same would be also available on the website of the Company, www.forbes.co.in.

Dividend & Transfer to Reserves

During the year under review, no dividend is recommended by the Board of Directors of the Company. In accordance with SEBI (Listing Obligations and Disclosure Regulations), 2015, the Board of Directors of the Company has adopted a Dividend Distribution Policy, which is available on the website of the Company, www. forbes.co.in.

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

Share Capital

The paid-up Equity Share Capital of the Company as on March 31, 2026, was Rs. 1,289.86 Lakhs. During the year under review, the Company has not issued any shares with differential voting rights or ‘sweat equity shares and has not granted any stock options.

Finance

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

Deposits

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

Particular of loans, guarantees and investments

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

Related Party Transactions

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

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are of a foreseen and repetitive nature. The transactions entered pursuant to the omnibus approval so granted are placed before the Audit Committee on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website viz, www.forbes.co.in.

Vigil Mechanism/Whistle Blower Policy

The Company has Whistle Blower Policy/Vigil Mechanism to deal with instances of fraud and mismanagement, if any. The Policy is also available on the website of the Company viz, www.forbes.co.in.

Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, senior management personnel and their remuneration. The Remuneration Policy of the Company acts as a guideline for determining, inter alia, qualification, positive attributes and independence of a director, matters relating to the remuneration, appointment, removal and evaluation of the performance of the Director, Key Managerial Personnel and Senior Managerial Personnel. Nomination and Remuneration Policy is available on the website of the Company, www.forbes.co.in.

Business Responsibility and Sustainability Report

The requirement under Regulation 34 (2)(f) of the SEBI (Listing Obligations and Disclosure Requirements), 2015 is not applicable to the Company as the Company was not in the list of top 1000 listed entities based on average market capitalization as on December 31, 2025.

Internal Complaints Committee

Your Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace as per with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. Internal Compliant Committee (ICC) has been setup to redress complaints received regarding sexual harassment as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the ICC includes external member. During FY 2025-26, no complaints on sexual harassment were received and hence no complaints were disposed off.

Corporate Governance and Management Discussion and Analysis

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

Compliance with Maternity Benefit Act, 1961

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

Corporate Social Responsibility (CSR)

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

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

The total amount to be spent during the financial year 2025-26 was Rs. 30.30 lacs.

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

The Report on CSR activities, in terms of Section 135 of the Companies Act, 2013, is annexed as Annexure II to this report.

Risk Management

The Board of Directors of your Company has formed a Risk Management Committee for identification, evaluation and mitigation of external and internal material risks. The Committee has established a framework for the companys risk management process and ensures its implementation. The Committee periodically reviews the risk management processes and practices of the Company and establish and amends procedures to mitigate risks on a continuing basis.

Significant and Material Orders Passed by the Regulators or Courts

There was no significant material orders passed by the Regulators/ Courts which would impact the going concern status of your Company and its future operations.

Directors and Key Managerial Personnel

As per provisions of Section 152(6) of the Act, Mr. Jai Mavani is due to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board of Directors recommends his re-appointment as Director of the Company.

Based on the recommendations of the Nomination and Remuneration Committee and subject to the approval of the Shareholders of the

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

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

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

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

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

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

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

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

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

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

Pursuant to the provisions of section 203 of the Act, currently, Mr. Nirmal Jagawat, Whole-time Director, Mr. Jagannath Govale, Chief Financial Officer and Mr. Mehul Raval, Company Secretary & Compliance Officer, are the Key Managerial Personnel of the Company.

Audit Committee of the Board of Directors

The details pertaining to the composition of the Audit Committee of the Board of Directors are included in the Corporate Governance Report which forms part of this report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR), 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Audit, Nomination and Remuneration, Stakeholders Relationship Committees.

The performance of the Board was evaluated by the Board after seeking feedback from all the Directors based on the parameters/ criteria, such as, degree of fulfillment of key responsibility by the Board, Board Structures and Composition, establishment and delineation of responsibilities to the Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics and quality of relationship between the Board and the Management.

The performance of the committees viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility and Stakeholders Relationship Committee was evaluated by the Board after seeking feedback from Committee members based on parameters/criteria such as degree of fulfillment of key responsibilities, adequacy of committee composition, effectiveness of meetings, committee dynamics and, quality of relationship of the committee with the Board and the Management.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors based on selfassessment questionnaire and feedback/inputs from other Directors (without the concerned director being present).

In a separate meeting of Independent Directors, performance of NonIndependent Directors of the Board as a whole and the performance of the Chairman were evaluated.

Disclosure as required under Section 197 (12) of Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure "III" to this Report.

Meetings of the Board

The Board meets at least once in each quarter and 05 (five) meetings of the Board were held during the year and the maximum time gap between two Board meetings did not exceed the time limit prescribed in the Act. The details have been provided in the Corporate Governance Report.

Directors Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act, the Directors, based on the representations received from the operating management, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

Audit Report

On a Standalone and Consolidated basis, there are no qualifications stated in the audit report and hence there is nothing specific to comment on the Audit Report, other than the comments mentioned in the report itself, which are self-explanatory.

Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s Sharp & Tannan Associates (ICAI Firm Registration No.109983W) are Statutory Auditors of the Company till the conclusion of 108th Annual General Meeting of the Company.

The Audit Report forms part of the Annual Report. The Auditors have referred to certain matters in their report on Financial Statements to the shareholders, which read with relevant notes forming part of the accounts, is self - explanatory.

Cost Auditors

As per the requirements of Section 148 of the Act read with The Companies (Cost Records and Audit) Rules, 2014, the cost accounts of the Company are required to be audited by a Cost Accountant. The Board of Directors of the Company have, on the recommendation of the Audit Committee, appointed Kishore Bhatia & Associates, Cost Accountants, as Cost Auditors for FY 2026-27 on a remuneration of Rs. 1.65 lakhs plus applicable taxes and out-of-pocket expenses.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Makarand M. Joshi & Co, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the Financial Year ended March 31, 2026, issued by the Secretarial Auditor, does not contain any qualification, reservation, adverse remark or disclaimer. The Report of the Secretarial Auditor is annexed herewith as Annexure "IV". Further, during FY 2025-26, pursuant to Regulation 16 and 24 of SEBI LODR, 2015, Forbes Campbell Finance Limited is material subsidiary of the Company. The Secretarial Audit Report of material subsidiary is annexed herewith as Annexure "V".

Secretarial Standards

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

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

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

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

Extract of Annual Return

Pursuant to section 92(3) read with section 134(3)(a) ofthe Companies Act, 2013, the Annual Return as on March 31, 2026, is available on the website of the Company viz, www.forbes.co.in.

Cautionary Statement

Statements in the Boards Report and the Management Discussion & Analysis describing the Companys 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 Companys operations include global and domestic demand and supply, input costs, availability, changes in government regulations, tax laws, economic development within the country and other factors such as litigation and industrial relations.

Acknowledgements

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

	For and on behalf of the Board
	Nirmal Jagawat	M. C. Tahilyani
	Whole-time Director	Chairman
Mumbai, May 14, 2026	DIN: 01854117	DIN: 01423084