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 Company's 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.
India's 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 Government's continued emphasis on infrastructure development,
manufacturing, and digitalisation has supported investment activity and created
opportunities across sectors. In this context, the Company witnessed steady demand across
its coding solutions and industrial automation businesses, supported by increasing
adoption of technology and efficiency-led initiatives. The real estate segment also
benefited from improved demand conditions and ongoing urbanisation.
Looking ahead, the outlook remains cautiously optimistic. While global
uncertainties and input cost volatility persist, the underlying strength of the Indian
economy and continued policy focus on investment and reforms are expected to sustain
growth momentum.
Over the medium term, India's structural growth drivers are
expected to remain intact, providing a stable foundation for the Company's
diversified business portfolio.

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

Coding & Industrial Automation Business (CIAB):
The Coding & Industrial Automation Business (CIAB), comprising
conventional marking systems, Dot Peen Marking Systems, Laser Technologies, and Industrial
Project Automation, recorded a growth of 12% during the year. The operations were impacted
by cost pressure arising from currency fluctuations and higher commodity prices and
ongoing geopolitical developments.
The Company continued to advance it's product development
initiative, including the successful demonstration and delivery of on- the-fly marking
applications. A key achievement during the year was the deployment of a high-speed marking
solution operating at 750 PPM, marking on ECU (Electronic Control Unit) for two a wheeler
manufacturing facility, introduction of a new marking solution integrated with an air
balancer and the revival of conventional marking machines portfolio.
Looking ahead, the Company is focused on further enhancing the
performance of its laser machines and expanding its product portfolio within the CO2 and
UV domains. These initiatives are expected to strengthen the Company's portfolio and
enhance its capability to address diverse customer requirements.
The Company has undertaken several key initiatives over the past year
to strengthen its talent pipeline, particularly through the development of Graduate
Engineering Trainees (GETs) to address capability gaps in PLC and software resources. In
parallel, focused efforts are underway to stabilize critical positions across design and
operations functions.
On the sales front, new roles have been created to support growing
demand across key sectors such as steel, pharmaceuticals, and FMCG, supported by dedicated
sales team members. The teams are also actively driving the development of non-automotive
key accounts. This strategic approach has enabled the Company to effectively expand its
customer base and address a broader range of applications beyond conventional automotive
components.
The Project Automation and Conventional Marking segment recorded a
growth of 38% and 14% respectively during the year, albeit on low volume. The Dot Peen
Marking Systems segment remained largely flat, while the Laser business witnessed a
decline of 11%.
On the profitability front, the Company achieved improvement in gross
margins compared to the previous year. This improvement was achieved through optimal
utilization of resources and effective cost controls. It reinforces competitiveness of the
Company's products.
We believe that our actions are well aligned with our long-term
strategic direction, and we have outlined several focused initiatives to build on this
momentum. As a technology-driven organization, the Company remains committed to expanding
its portfolio in line with industry needs and trends. With a clear focus on innovation,
operational excellence, and market responsiveness, we are well positioned to strengthen
our product portfolio and create sustained value in a dynamic and competitive landscape.

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

(ii) Project - Wagle Estate, Thane
Your Company is developing 10,671.49 square metres (2.63 acres) of land
parcel located within MIDC Industrial Area of Wagle Estate, Thane. The Project is a
private IT Park encompassing retail, commercial and office space under IT/ ITES policy
framework. The total built up area of development is approx..6.2 lacs square feet.
The said Project is prominently located in the heart of Thane and has
good proximity and connectivity to road and rail network. The company has received
approval for change of use from Industrial use to IT /ITES development. The Company is in
the process of finalizing development designs and plans and submit the same to MIDC, Thane
in due course.

Forbes Campbell Finance Limited (FCFL)
Forbes Campbell Finance Limited ("FCFL"), a wholly owned
material subsidiary of the Company, reported total revenue of Rs. 119 Lakhs for the
financial year ended March 31, 2026 and Profit after tax for the year stood at Rs. 80
Lakhs. FCFL is unregistered Core Investment Company ("CIC") with an asset size
below Rs. 100 crores.
The investment portfolio of FCFL as at March 31, 2026 aggregated to Rs.
6,128 Lakhs, comprising investments in Forbes & Company Limited amounting to Rs. 527
Lakhs, Eureka Forbes Limited amounting to Rs. 3,063 Lakhs, Forbes Precision Tools and
Machine Parts Limited amounting to Rs. 2,257 Lakhs and Forbes Bumi Armada Limited
amounting to Rs. 281 Lakhs.

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

Forbes Bumi Armada Limited (FBAL)
The total revenue for the financial year ended March 31, 2026 stood at
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
Hon'ble Bombay High Court invoking powers u/s 466 of Companies Act, 1956 seeking
permanent stay on the winding up order against Svadeshi. Vide Order dated 23rd February
2026, the Hon'ble High Court, Bombay dismissed the Interim Application. The Company
and GVEPL filed an Appeal challenging the Order dated 23rd February 2026 before the
Division Bench of the High Court, Bombay. Appeal was argued and the same is reserved for
Order as on date.

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

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

  

    
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 company's 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 Company's coding and industrial automation solutions,
At the same time, the business is exposed to certain risks, including
global economic and geopolitical uncertainties, fluctuations in input costs, competitive
pressures from domestic and international players, rapid technological changes, and
dependence on industrial capital expenditure cycles, which may impact demand and margins,
Our success as an organization depends on our ability to identify
opportunities and leverage them while mitigating the risks that arise while conducting our
business. Major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis, Some of the opportunities and
key risks, anticipated impact on the Company and mitigation strategy is as follows:

Market Development
Your Company monitors external market trends and collates consumer
insights to understand Industry requirements and enable them to provide the right
solution,
Efforts are focused on expanding the customer base across multiple
sectors, including non-automotive industries such as steel, pharmaceuticals, and FMCG,
thereby reducing dependence on any single segment and supporting stable growth,
Your Company actively develops new technologies and products, both
in-house and in collaboration with partners, to respond to the market requirements in a
timely manner.
Your Company remains committed to maintaining high standards across its
vendor ecosystem, ensuring that suppliers and contractors operate in a safe and compliant
environment while delivering expected quality.

Political and Global Uncertainty
Political uncertainty or volatile economic uncertainty may adversely
affect the reduced demand and could restrict revenue growth opportunities.
Your Company mitigates this risk through diversified businesses across
industries and markets, along with continued focus on cost control and operational
efficiency.

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

Systems and Information
Your Company's operations are increasingly dependent on IT systems
and the effective management of information.
Increasing digital interactions with customers, suppliers and consumers
place even greater emphasis on the need for secure and reliable IT systems and
infrastructure, and careful management of the information that is in our possession.
The cyber-attack threat of unauthorized access and misuse of sensitive
information or disruption to operations continues to increase.
To reduce the impact of external cyber-attacks impacting our business,
we have sufficient security measures including firewalls and threat monitoring systems in
place, complete with immediate response capabilities to mitigate identified threats. Our
employees are trained to understand these requirements.

Internal control systems and their adequacy
Your Company has an internal control system, which ensures that all
transactions are recorded satisfactorily and reported and that all assets are protected
against loss from unauthorized use or otherwise. The internal control systems are
supplemented by an internal audit system carried out by a team under the direct
supervision of the Head of Internal Audit. 
The findings of such internal audits are periodically reviewed by the
management and suitable actions taken to address the gaps, if any. The Audit Committee of
the Board meets at regular intervals and addresses significant issues raised by both the
Internal Auditors and the Statutory Auditors. The process of internal control and systems,
statutory compliance, information technology, risk analysis and risk management are
inter-woven to provide a meaningful support to the management of the business.
M/s Sharp & Tannan Associates, the statutory auditors of the
Company, have audited the financial statements included in this annual report and has
issued a report on the Company's internal financial controls over financial reporting
as defined in Section 143 of the Act.

Material Development in Human Resources and Industrial Relations
The Human Resources function continued to focus on strengthening a
future-ready organization through initiatives aimed at employee engagement, capability
development, and performance management.
Various employee engagement initiatives were organized during the year,
including National Safety Week, International Women's Day, Transcendental Mediation
Program, International Yoga Day, health check-ups, and environmental initiatives such as
tree plantation activities. Festival celebrations and team-building programs were also
conducted to promote employee participation and strengthen organizational culture.
Talent development remained a key focus area. Structured induction
programs and initiatives such as "New Joiner Connect" were implemented to
support effective onboarding and integration of new employees.
Your Company continues to follow a structured performance management
framework including quarterly functional reviews and annual performance appraisals to
encourage a performance-driven culture.
Industrial relations during the year remained cordial and harmonious,
contributing to a stable and productive work environment.
By focusing on these areas, your company has created a supportive and
dynamic work environment that fosters employee growth, operational efficiency, and
sustainable development. These initiatives have laid a strong foundation for continued
success and growth in the coming years.

Subsidiaries/ Associates /Joint Ventures
During FY 2025-26, Dhan Gaming Solution (India) Private Limited has
ceased to be Associate Company w.e.f. May 05, 2025.
Details of subsidiaries, associate companies and joint venture
companies are set out in the statement in Form AOC-1, pursuant to
Section 129 of the Companies Act, 2013 ("Act") and, is
attached, herewith, as Annexure "I". Financial Statements of these subsidiaries
are available for inspection at the registered office of the Company and that of the
subsidiary company concerned and the same would be also available on the website of the
Company, www.forbes.co.in.

Dividend & Transfer to Reserves
During the year under review, no dividend is recommended by the Board
of Directors of the Company. In accordance with SEBI (Listing Obligations and Disclosure
Regulations), 2015, the Board of Directors of the Company has adopted a Dividend
Distribution Policy, which is available on the website of the Company, www. forbes.co.in.
No amount has been transferred to the reserves during the year.
Share Capital
The paid-up Equity Share Capital of the Company as on March 31, 2026,
was Rs. 1,289.86 Lakhs. During the year under review, the Company has not issued any
shares with differential voting rights or ‘sweat equity shares' and has not
granted any stock options.

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

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

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

Related Party Transactions
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary course of
business. There were no material-related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company at large.
All related party transactions are placed before the Audit Committee
for approval. Prior omnibus approval of the Audit Committee is obtained for transactions
which are of a foreseen and repetitive nature. The transactions entered pursuant to the
omnibus approval so granted are placed before the Audit Committee on a quarterly basis.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website viz, www.forbes.co.in.

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

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

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

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

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

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

Corporate Social Responsibility (CSR)
Your Company is committed to its stakeholders to conduct business in an
economically, socially and environmentally sustainable manner that is transparent and
ethical.
Your Company is committed to inclusive, sustainable development and
contributing to building and sustaining economic, social and environmental capital and to
pursue CSR projects, as and when required, that are replicable, scalable and sustainable
with a significant multiplier impact on sustainable livelihood creation and environmental
replenishment.
The total amount to be spent during the financial year 2025-26 was Rs.
30.30 lacs.
Your Company has entered into a Memorandum of Understanding (MOU) with
Chh. Sambhaj inagar Municipal Corporation towards reconstruction of municipal school
building in Chh. Sambhajinagar (Aurangabad) and has committed towards the cost of
construction of a class room and development of school building. The construction of the
said infrastructure has already commenced.
The Report on CSR activities, in terms of Section 135 of the Companies
Act, 2013, is annexed as Annexure II to this report.

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

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

Directors and Key Managerial Personnel
As per provisions of Section 152(6) of the Act, Mr. Jai Mavani is due
to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks
re-appointment. The Board of Directors recommends his re-appointment as Director of the
Company.
Based on the recommendations of the Nomination and Remuneration
Committee and subject to the approval of the Shareholders of the
Company, the Board of Directors at their meeting held on April 30,
2025, appointed Mr. Nirmal Jagawat (DIN: 01854117) as an Additional Director and
designated him as the Whole-time Director of the Company with effect from April 30, 2025.
The said appointment was approved by the shareholders on June 27, 2025.
Mr. Pavan Somani was appointed as Interim Chief Financial Officer of
the Company w.e.f. June 27, 2025 by the Board of Directors at their meeting held on June
27, 2025. He resigned as Interim Chief Financial Officer w.e.f. April 07, 2026.
Mr. Jagannath Govale was appointed as Chief Financial Officer of the
Company w.e.f. April 08, 2026 by the Board of Directors at their meeting held on January
30, 2026.
Mr. Mehul Raval was appointed as Company Secretary & Compliance
Officer of the Company w.e.f. May 14, 2026 by the Board of Directors at their meeting held
on the said date.
Mr. Sudhir Wakure resigned as Whole-time Director of the Company w.e.f.
April 30, 2025.
Mr. Pritesh Jhaveri resigned as Company Secretary & Compliance
Officer w.e.f February 20, 2026.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of Independence as
prescribed both under the Act and SEBI (LODR), 2015 and there has been no change in the
circumstances which may affect their status as Independent Directors during the year.
During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees, payment of commission as approved by the shareholders of the Company and
reimbursement of expenses incurred by them for the purpose of attending meetings of Board/
Committee of the Company.
One of the Directors holds 3032 Equity shares of the Company and is
entitled to all rights and obligations as other shareholders.
Independent Directors are familiarized with their roles, rights and
responsibilities in the Company through presentations/ communications made to them from
time to time. The details of familiarization programmes conducted have been hosted on the
website of the Company and can be accessed at www.forbes.co.in.
Pursuant to the provisions of section 203 of the Act, currently, Mr.
Nirmal Jagawat, Whole-time Director, Mr. Jagannath Govale, Chief Financial Officer and Mr.
Mehul Raval, Company Secretary & Compliance Officer, are the Key Managerial Personnel
of the Company.

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

Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR),
2015, the Board has carried out an annual performance evaluation of its own performance,
the directors individually, as well as the evaluation of the working of its Audit,
Nomination and Remuneration, Stakeholders' Relationship Committees.
The performance of the Board was evaluated by the Board after seeking
feedback from all the Directors based on the parameters/ criteria, such as, degree of
fulfillment of key responsibility by the Board, Board Structures and Composition,
establishment and delineation of responsibilities to the Committees, effectiveness of
Board processes, information and functioning, Board culture and dynamics and quality of
relationship between the Board and the Management.
The performance of the committees viz. Audit Committee, Nomination and
Remuneration Committee, Corporate Social Responsibility and Stakeholders Relationship
Committee was evaluated by the Board after seeking feedback from Committee members based
on parameters/criteria such as degree of fulfillment of key responsibilities, adequacy of
committee composition, effectiveness of meetings, committee dynamics and, quality of
relationship of the committee with the Board and the Management.
The Board and the Nomination and Remuneration Committee reviewed the
performance of the individual Directors based on 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 Board's Report and the Management Discussion
& Analysis describing the Company's objectives, expectations or forecasts may be
forward-looking within the meaning of applicable securities laws and regulations. Actual
results may differ materially from those expressed in the statement. Important factors
that could influence the Company's operations include global and domestic demand and
supply, input costs, availability, changes in government regulations, tax laws, economic
development within the country and other factors such as litigation and industrial
relations.

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

  

    

    
For and on behalf of the Board
    

  
  

    

    
Nirmal Jagawat
    
M. C. Tahilyani
  
  

    

    
Whole-time Director
    
Chairman
  
  

    
Mumbai, May 14, 2026
    
DIN: 01854117
    
DIN: 01423084