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

'in Lakhs

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.

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 Company’s 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 India’s
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.

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

# The figure is not comparable and do not offer a correct representation of the variances as the figures for March 31, 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 Company’s business operations. We are subject to laws and
regulations in diverse areas as product safety, product claims,
trademarks, copyright, patents, competition, employee health
and safety, the environment, Water and Air Pollution, corporate
governance, listing and disclosure, employment, and taxes. Frequent
changes in legal and regulatory regime and introduction of newer
regulations with multiple authorities regulating same areas lead
to complexity in compliance. We closely monitor and review our
practices to ensure that we remain complaint with relevant laws and
legal obligations.

Systems and Information

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

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

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

Energy Management

The Company’s 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 Company’s 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 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 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 Company’s 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 Company’s Code of Conduct or ethics.

The Company has implemented a Whistle Blower Policy, which is
available on the Company's 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 Company's
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 Board’s view,
could impact the Company’s 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 Non¬
Independent 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 ' 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 ? 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
Company’s 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 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, 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

1

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).