Forbes Precision Tools & Machine Parts Ltd Directors Report

#MDStart#

Dear Members,

The Board of Director of Forbes Precision Tools and Machine Parts Limited hereby submit their 3^rd Annual Report of the business and operations of the Company along with the Audited Financial Statements of the Company for the Financial Year (FY) ended March 31,2025.

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:

in Lakhs

Particulars	FY 24-25	FY 23-24*
Revenue and Other Income (Total Income)	23,703.51	22,955.60
Earnings before Finance Cost, Depreciation and Tax	5,550.41	5,243.48
Profit / (Loss) after Finance Cost, Depreciation and before Tax	4,087.59	3,983.03
Profit before Tax (PBT)	4,087.59	3,983.03
Profit/(loss) after tax for the year from continuing operations	2,874.57	2,971.11
Tax Expense	1,213.02	1,011.92
Profit/(Loss) for the year	2,874.57	2,971.11
Other Comprehensive Income (net of tax)/(Loss)	(25.65)	6.29
Total Comprehensive Income	2,848.93	2,977.40
Earnings Per Share - Basic and Diluted () (Continuing operation)	Rs 5.57	Rs 110.63
Earnings Per Share - Basic and Diluted () (Discontinued operations)	Rs 5.57	Rs 110.63
Paid up Shares (each paid up 10) as on end of respective period	51,594,464	51,594,464

Note: The above figures are extracted from 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.

* The Company has been incorporated on August 30, 2022 and had little or no operations till March 1,2024 (being the Effective date). However, in view of the provisions of the Companies Act read along with the Order dated February 9, 2024 passed by Honorable National Company Law Tribunal approving the Scheme of Arrangement your Company was to required to report the operations from April 1, 2023 (Appointed Date) to March 1, 2024 (Effective date) as its own operations even though the physical transactions were conducted with the legal entity, Forbes & Company Limited (Demerged Company).

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

General Performance and Outlook

The overall macro environment for India has been much better than many or most of the developed and the developing economies. There have been continued setbacks like continuation of regional conflicts with some parts of the world, and its consequent impacts on the respective currencies, interest rates, access to those markets and commodity prices which may have created some negative influences. However, for the medium to long term, as it seems today, the inherent strength of India economy coupled with the incentivization and promotion of industry by the Government has been a solid positive and the driver of the Indian economy and we expect the approach and the trend to continue. Your company has some impact for the reasons stated above, however, the management is confident that over the long and medium term the situation

The published economic survey of 2025 indicates the country GDP to grow approximately 6.5%. It is interesting to note that overall exports has grown 6%, capex has grown @ 8.2% and expected to pick up pace with the elections out of the way. The capacity addition in solar and wind increased around 15.8% for year on year for December, 2024 indicates the Government intention to go green. The continued set up of Infrastructure Investments being focused will result in higher economic growth. The economic survey further advocates deregulation to accelerate and sustain higher economic growth. These very factors indicate an optimism of growth for our industry as well.

Coupled with the fact that the direction of the Government as stated is to ensure upliftment of the poor, women, youth and farmer with a focus on development that is all-round, all-pervasive and all-inclusive. With such a self adopted mandate the future looks promising and rewarding.

Performance and outlook

During the year under consideration, your Company has seen many actions of consolidation as this was the first year of full operations as a Precision Tool business entity with its own full-fledged operations and governance set ups and the highlights are discussed hereunder followed by the discussion on results.

This demerged business now allows your Companys Management to focus specifically on the core and growth-oriented businesses, namely Precision Tools. During the year, major actions have been taken in various areas and the key points are being summarized hereunder for the better understanding of all its stakeholders.

Precision Tools business

Precision Tools business achieved a reasonable year-on-year growth, in some new segments that the company ventured into. The overall growth was however not in line with the expectations and hence the numbers were only 2% higher as compared to the previous year. The business has also seen an improving trend in the export business performance. The profitability was however maintained in the respective category and the operating management is confident of taking the right steps to ensure and follow a solid growth trajectory by reinforcing the sales strategy adapted for growth.

Our business remains aligned with emerging opportunities in Indias Defense, Railways, and electronic industries through the Make in India initiatives. Channel sales play a pivotal role in our growth strategy, with expansions facilitated by the appointment of channel partners in previously unrepresented territories. We believe this India opportunity is vast and it will be a test of our sales channel ability to extract the best from this markets which will limit the growth. International sales efforts focus on targeted geographies, complemented by product development tailored for markets such as South Americas, GCC, the Far East etc. with focus on large contracts with well recognised Brands operating across the globe.

The overall export market has not been very encouraging and despite volume drops from Russia, Israel and Europe, over the last few years, some of our businesses exhibited decent growth, demonstrating our resilience in the face of market challenges.

Coming specifically to our own businesses, we have attempted to make inroads into new areas in the Tap Segments and have seen success in many application areas. We believed that the success seen in Indian and companies abroad in these area give us the required confidence of our ability to scale up the business substantially. In the Solid Carbide Tools space, we have explored areas of Rock Drilling, Aerospace and Defence and related areas and we were able to demonstrate to the customer our ability to offer specific complex geometries to enable them to meet their requirements. This has been achieved through rigorous technology applications and we are now confident of scaling this further. High Speed Steel Drills are recent introduction to our portfolio and we have received sufficient acceptance on the quality and performance of our Drills portfolio. We are confident, this portfolio will grow substantially over time. Consequent to the above, we have made substantial capacity investments in this segment and we expect high rate of growth in this segment.

Our capital investment strategies yielded substantial returns and reduced our dependencies on third parties supplies, particularly evident in the doubling of our High-Speed Drills portfolio in the last fiscal year. Centre drill manufacturing set up was installed successfully with substantial capacity thereby increasing the product range within the High-Speed Steel Drills portfolio. Further, the acquisition of international accounts in the Far East and Americas contributed significantly to the revenue, while simultaneously enhancing our market share domestically.

The growth trajectory extended to our flagship High Speed Steel Taps business, which expanded across various segments with the addition of new customers in the export market. Strengthening our product development capabilities and operational efficiencies allowed us to offer innovative technological solutions for emerging applications. Investments in new technology, which will become operational in current financial year will further broaden our Carbide Taps portfolio, drawing increased market interest in this segment.

Our commitment to advancing technology and fortifying the supply chain ensures that we meet the evolving quality and supply demands of our customers. Continued investments in new technology, machinery, and software systems facilitate accelerated product development with consistency and precision. We have seen substantial progress on the improvement of the supply and delivery capability of the company.

Efforts to elevate brand visibility and product promotion through domestic and international exhibitions were fruitful, with engagements at IMTS at Chicago, USA, Aerospace and Defense summit in Bangalore, Machine Tool show at Kolhapur showcasing the capability of providing productive solutions. TOTEM is also awarded as a best Metal Cutting brand. These initiatives aimed to keep customers informed about our latest offerings, particularly in high- end threading and long drilling solutions and also exploring the direction and trends of the markets we operate in.

The Precision Tool portfolio made significant strides in penetrating key accounts and developing channel partners to meet future growth requirements. Our cutting tools portfolio garnered widespread acceptance across multiple sectors, including Aerospace,

Defense,Die & Mould, Valve Industries, and Auto component manufacturing. Successful demonstrations of product superiority enabled us to secure long term relationships with focus key accounts. Strong measures in supply chain management and volume-based negotiations further contributed to the improved profitability. We continue to explore and innovate our product portfolio for various product groups, and we continually seek to introduce new products in all possible geographies in and outside India.

In the context of Quality, it is important for your company to have standards of excellence embedded into the organization. As you are all aware, the operations within this entity started w.e.f. March 1, 2024 and as on date we have obtained the following certifications.

Sr No	Standard	Description
1	AS 9100 D	Aerospace Standard (AS) Required for Aviation, Space, and Defence Organizations
2 3	ISO 9001 IATF 16949	International Organization for Standardization (ISO) required for Quality management systems International Automotive Task force (IATF) required for Automotive Quality Management systems standard and automotive production and relevant service parts organisations
4	ISO 14001	International Organization for Standardization (ISO) required for Environmental management systems guidance for use
5	ISO 45001	International Organization for Standardization (ISO) required for Occupational health and safety management systems with guidance for use

The focus of the management was to ensure that key operations are sustainable and are complying to the basic requirements of process control, meet the standards of Governance (Environment, Health and Safety) expected and protect all stakeholders from unwanted risks. We will continuously monitor the operations and attempt raising our operating standards to meet the best in class as much as possible.

Key Financial performance, Operational Information and Ratio Analysis

Key Ratios/ Indicators	Standalone		Explanation for change of 25% or more
	FY 24-25	FY 23-24
Debtors Turnover (in days)	49.01	23.51	Change is 108% - # Refer Note below
Interest Coverage Ratio	37.24	35.38
Operating Profit Margin %	18%	18%	-NA-
Return on Net Worth	17%	22%

# The figure is not comparable and do not offer a correct representation of the variances as the figures for 31-03-2023 were with no operation and hence either zero of minimal.

Revenue

During the year Company has achieved total standalone revenue (including other income) of 23,703.51 Lakhs (previous year 22,955.60). Standalone EBIDTA is 5,550.41 Lakhs (previous year 5,243.48 Lakhs), a significant increased mainly as the activity started this financial year.

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

Consequent to the above, during the year standalone PBT is 4,087.59 Lakhs (previous year 3,983.03Lakhs)

Profit / (loss) After Tax

The tax liability for the year was computed 1,213.02 Lakhs (previous year 1,011.92 Lakhs) and the resultant profit after tax was 2,874.57 Lakhs (previous year 2971.11 Lakhs)

Total Comprehensive Income / (Loss)

During the year standalone profit after other comprehensive income is 2,848.93 Lakhs (previous year 2,977.40 Lakhs)

Fixed Assets:

During the year Gross Block is 24,517 Lakhs (previous year 22,571 Lakhs). This includes an addition of 2,612 Lakhs (previous year 1,216 Lakhs). We remain committed to investment in technologies, which increase value and help us expand our market share.

Borrowing

Total standalone borrowing is 1,968.29 Lakhs (previous year 542.40 lakhs) as a result of borrowings resulting due to capital investments during the year. However, after considering the deposits and mutual funds on hand your company is "net debt free"

Opportunities & Risks

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 develop category and brand strategies.

The Company actively searches for ways to translate the trends in consumer preference and taste into new technologies for incorporation into future products. We develop product ideas both in-house and with selected partners to enable us to respond to rapidly changing consumer trends with speed.

The Company is dedicated to ensuring that its vendors, suppliers, contractors etc. work in a healthy and safe environment while delivering on the expected standard.

Given our dependency on Automotive sector, one more aspect of risk is the way the development of this industry will evolve due to the Electric initiatives of the sector. The trends of this industry moving to different fuel options will impact the demand of the consumer and we will have to align ourselves and remain abreast of the happenings to be able to have an important share in contributing to this aspect. While this is being mentioned, the country manufacturing expansion has created opportunities for our own company which we are trying to leverage to our advantage.

Political and Global Uncertainty

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

The Company has broad based diversified businesses catering to various industry segments and diverse markets and hence may not get affected by such uncertainty.

While the previous couple of years were difficult due to countries engaged in war across continents, the current situation of tariff levies has created uncertainties and needs resolution amongst all trading partners.

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 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.

Energy Management

The Companys factories consume power for the manufacturing and for the purpose of air cooling. The Company identifies it as a critical resource and gives it due attention to optimize its use including using green source like solar power etc. The Company has initiated over the years, installation of solar system within its factory, in small measures. Though this has met only partial demand, attempts have been made to look at the opportunity and enlarge the scope of such coverage.

Internal control systems and their adequacy

The Company has already initiated to install 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. The findings of such internal audits will be periodically reviewed by the management and suitable actions taken to address the gaps, if any. The Audit Committee of the Board will meet at regular intervals to address 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 has audited the financial statements included in this annual report and has issued a report on our internal financial controls over financial reporting as defined in Section 143 of the Act.

Material Development in Human Resources and Industrial Relations

The fiscal year 2024-25 started with promising business results across all the Product Categories. The focus of Human Resources Function was in the areas of Safety, Health & wellbeing of the employees, Talent Acquisition, Performance Management, Capability Development for making future ready organization. New joinees have undergone the induction program for their integration with the culture, values systems of the Company. Performance Management System workshop was conducted for aligning functional Key Result

Areas and Performance Indicators in line with annual business plan. People Capability Development programs were organized to strengthen employee competence and improve productivity. At the same time, due to the market demand and supply dynamics, the attrition was a higher than normal @ 17.24% , some of it at critical positions, due to which, there were some delays in some the planned operations of the company.

While on the subject, the Board specifically thanks its employees, its union and the Management who have worked cordially and peacefully, leveraging the synergies the operations offer. The Company has labour settlement agreement with the employees which is now be valid till the end of 2028.

Investment in Subsidiaries/Joint Ventures

The Company does not have any subsidiaries nor joint ventures for the year in consideration.

Dividend & Transfer to Reserves

The Board of Directors of the Company, at its meeting held on Thursday, April 24, 2025, inter alia, approved the payment of an Interim Dividend of 5/- (Rupees Five only) per equity share of face value 10/- each for the financial year 2025-26, on the paid-up equity share capital of the Company.

The Interim Dividend will be paid to those shareholders whose names shall appear in the Register of Members as on May 2, 2025, being the record date fixed for this purpose. The total cash outflow on account of the Interim Dividend shall amount to 2,579.72 Lakhs.

There is no dividend which was required to be transferred to Investor Education and Protection Fund during the year ended March 31, 2025. The Directors do not propose to transfer any amounts to the general reserves of the Company, instead have recommended to retain the entire of profits for the financial year ended March 31,2025 in the profit and loss account. No amount has been transferred to the reserves during the year.

Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI (LODR) Regulations, 2015, the Board of Directors of the Company formulated a Dividend Distribution Policy keeping in view the provisions of the SEBI (LODR) Regulations, 2015, the Companies Act, 2013, The Policy is available on the Companys website at www.forbesprecision.co.in

Share Capital

The paid-up Equity Share Capital of the Company as on March 31,2025 was 5,159.45 Lakhs (Previous year 5,159.45 Lakhs).

During the year under review, the Company has not issued any other shares with differential voting rights or sweat equity shares and has not granted any stock options.

Listing of Securities

Company shares were listed on the BSE Limited ("Stock Exchange") on June 11, 2024 after all necessary approvals from SEBI and the Stock Exchange and other Government agencies.

Finance

The Board is pleased to inform the stakeholders that the Company is Net Debt Free as on March 31, 2025. The Company will continue to focus on judicious management of its working capital. Relentless focus on receivables, inventories, strict cost control and use of alternative borrowing instruments, where possible, and the sale of assets has helped in keeping the borrowings and effective interest cost under control.

Deposits

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

Particular of loans, guarantees and investments

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

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 and Directors, which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at www.forbesprecision. co.in/.

Vigil Mechanism/Whistle Blower Policy

Pursuant to provision of Section 177 of the Act and Regulation 22 of SEBI LODR, the Board has established a vigil mechanism for the Directors and employees of the Company to report genuine concerns about unethical behaviour actual or suggested fraud or violation of the Companys Code of Conduct or ethics.

The Company has implemented a Whistle Blower Policy, which is available on the Companys website at www.forbesprecision.co.in/.

Nomination and Remuneration Policy

The Board, upon the recommendation of the Nomination and Remuneration Committee, has formulated a policy governing the selection, appointment, and remuneration of Directors, Key Managerial Personnel, and senior management. The Nomination and Remuneration Policy provides guidance on criteria such as qualifications, positive attributes, and independence of Directors, as well as matters concerning remuneration, appointment, removal, and performance evaluation of Directors, Key Managerial Personnel, and senior management. This policy available on the Companys website at www.forbesprecision.co.in/.

Business Responsibility and Sustainability Report

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

Internal Complaints Committee

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace as per with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. Internal Compliant Committee (ICC) has been setup to redress complaints received regarding sexual harassment as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the ICC includes external member. During FY 2024-25, no complaints on sexual harassment were received.

Corporate Governance

Your Company continues to adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI) and is committed to the highest standard of Corporate Governance. Your Company has complied with all the mandatory requirements relating to Corporate Governance in the Listing Regulations. The Corporate Governance Report pursuant to the requirement of Listing Regulations is given as a separate section and forms a part of this Report. The Certificate from the M/s. MMJB & Associates LLP, Secretarial Auditors confirming the compliance with the conditions of the Corporate Governance stipulated in Para E of Schedule V of Listing Regulations is annexed to the said Corporate Governance Report. A declaration signed by the Managing Director stating that members of the board and senior management personnel have affirmed the compliance vide Code of Conduct of the Board and senior management is attached to the report on corporate governance.

Management Discussion and Analysis

The Management Discussion and Analysis Report, pursuant to Regulation 34(2)(e) read with Para B of Schedule V of the SEBI LODR forms part of this Report.

Corporate Social Responsibility (CSR)

The Company remains committed to conducting its business in an economically, socially, and environmentally sustainable manner, guided by principles of transparency and ethical governance.

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

The total amount to be spent during the financial year 2024-25 was 39.78 Lakhs

The detailed Report on CSR activities, as mandated under Section 135 of the Companies Act, 2013, is annexed as Annexure I to this Annual Report

Risk Management

The requirements under Regulation 21 and the proviso thereof of the SEBI (Listing Obligations and Disclosure Requirements), 2015

is not applicable to the Company as the Company was not in list of top 1000 listed entities.

Recognizing the significance of risk management, the Board of Directors proactively assumes this responsibility during its meetings, identifying and assessing potential risks that, in the Boards view, could impact the Companys operations.

Significant and Material Orders Passed by the Regulators or Courts

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

Major changes and commitments affecting the financial position after the year end and till the date of this report

During the period from April 1, 2025 till the signing of the report there has been no material event which impacts or suggests a change of the operations of the company or indicates any new or further liabilities that may arise during this period.

Directors and Key Managerial Personnel

As per provisions of Section 152(6) of the Act, Mr. Marzin R. Shroff (DIN: 00642613) 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.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as stipulated in Section 149(6) & 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) and 25(8) of the SEBI Listing Regulations.

In the opinion of the Board, all the Independent Directors fulfil the conditions specified in the Act with regard to integrity, expertise and experience (including the proficiency) of an Independent Director and are independent of the management

All Independent Directors have registered themselves with the Indian Institute of Corporate Affairs for the inclusion of their name in the data bank of independent directors, pursuant to the provision of Rule 6 (1) of Companies (Appointment and Qualification of Directors) Rules, 2014. Further, they have confirmed that they shall comply with other requirements, as applicable under the said rule.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of Board/ Committee of the Company. One of the Directors holds 8128 Equity shares of the Company and is entitled to all rights and obligations as of other shareholders.

Independent Directors are familiarized with their roles, rights and responsibilities in the Company.

Pursuant to the provisions of section 203 of the Act, Mr. Mahesh C. Tahilyani, Managing Director, Mr. Vikram Nagar, Chief Financial Officer and Ms. Rupa Khanna, Company Secretary

& Compliance Officer are the Key Managerial Personnel of the Company are the Key Managerial Personnel of the Company as on March 31,2025.

Audit Committee of the Board of Directors

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

Board Evaluation

Pursuant to the provisions of the Act and SEBI LODR, 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 in accordance with Section 197 (12) of Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure ‘II to this Report.

Meetings of the Board

The Board met at least once in each quarter and 4 (four) 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 and as per Schedule II Part C (A)(4)(a) of the SEBI Listing Regulations 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 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

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.

Auditors and Audit Report

Statutory Auditors

Pursuant to the provisions of section 139 of the Act 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 the 5^th 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 M/s Kishore Bhatia & Associates, Cost Accountants, as Cost Auditors for F.Y 2025-26 on a remuneration of Rs 2.50 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 provisions of Section 204 of the Companies Act, 2013, read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on April 24,2025, has appointed M/s Makarand M Joshi & Co. Practicing Company Secretaries as the Secretarial Auditors of the Company for a term of five (5) consecutive financial years, commencing from F.Y 2025-2026 to F.Y 2029-2030 subject to the approval of the members at the General Meeting. They shall be paid remuneration of Rs 2 Lakhs, plus applicable taxes and out-of-pocket expenses incurred in connection with the secretarial audit. Remuneration for subsequent years will be determined by the Audit Committee and/or the Board following mutual discussions. The auditors have confirmed that they hold valid certificate issued by the Peer Review Board of the Institute of Company Secretaries of India. The consent letter and certificate of eligibility was received from M/s Makarand M Joshi & Co., confirming their eligibility for the appointment.

The Secretarial Auditors Report for FY 2024-25 does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report received from MMJB & Associates LLP for the financial year 2024-25 in the prescribed form MR-3 is annexed as Annexure III.

Secretarial Standards

The Company has complied with the applicable provisions of the Secretarial Standards SS-1 and SS-2 issued by the Institute of Company Secretaries of India.

Annual Secretarial Compliance Report

Secretarial Compliance Report for the financial year ended March 31, 2025 on compliance of all applicable SEBI LODR and circulars/ guidelines issued thereunder, was obtained from MMJB & Associates LLP, Practicing Company Secretaries.

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 IV.

Annual Return

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

Maintenance of Cost Records

The Company is duly maintaining the Cost Accounts and records as specified by the Central Government in compliance with Section 148 of the Act.

Insolvency and Bankruptcy Code 2016

During the financial year, neither any application nor any proceeding is initiated against the Company under the Insolvency and Bankruptcy Code 2016.

Green Initiative in Corporate Governance

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing paperless compliances by the Companies and permitted the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions. Members who have not yet registered their email addresses are requested to register the same with their Depositories in case the shares are held by them in electronic form and with Companys Registrars and Transfer Agents, MUFG Intime India Private Limited (Formerly Link Intime India Private Limited), in case the shares are held by them in physical form.

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, tariffs, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

Acknowledgements

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

	For and on behalf of the Board
	Marzin R. Shroff
	Chairman
Mumbai, April 24, 2025	DIN: 00642613