(i) Investment properties (Cost) include jointly owned Residential Premises including land with carrying amount ?1,551.52 Lakhs (Previousyear ? 1,551.52 Lakhs) and Shares in Co-operative Housing Societies, Association of apartment owners and in a Company aggregating ? 0.17 Lakh (Previousyear ? 0.17Lakh).

(ii) Investment properties includes the rights in respect of the land and building at Fort, Mumbai with net carrying value of ' 154.33 Lakhs (Previousyear ' 192.91 Lakhs) of which ' 24.09 Lakhs (Previousyear ' 30.11 Lakhs) has been disclosed under property, plant and equipment (Refer Note 5A). The Company has received approval for lease for the period 25th September, 2006 to 24th September, 2036 for 30 years U/s. 92(K) of BMC Act 1888.

6.1 Fair value measurement of the Company’s investment properties

The fair value of the Company’s investment properties as at 31st March, 2025 and 31st March, 2024 have been arrived at on the basis of a valuation carried out as on the respective dates by V.S.Modi, independent valuer not related to the Company. V.S. Modi is registered with the authority which governs the valuers in India, and has appropriate qualifications and recent experience in the valuation of properties in the relevant locations. The fair value was determined based on the market comparable approach that reflects recent transaction prices for similar properties as well as other lettings of similar properties in the neighbourhood. In estimating the fair value of the properties, the highest and best use of the properties is their current use. Thus, the significant unobservable inputs are recent transaction price, taking into account the differences in location, and individual factors, such as frontage and size, between the comparables and the properties. Details of the Company’s investment properties and information about the fair value hierarchy as at 31st March, 2025 and 31st March, 2024 are as follows:

1. Forbes Container Line Pte. Ltd., Singapore (“FCLPL”), a foreign subsidiary of the Company has been ordered to be wound by the High Court of Republic of Singapore on 19th August, 2016. An official liquidator has been appointed by the court. The Company has made full provision for investments made and loans given to FCLPL. Accordingly, this entity is no longer a related party for the Company and not consolidated in these financial statements.

2. Edumetry Inc., USA , a foreign joint venture of the Company has been dissolved vide Certificate of Dissolution dated 28th October, 2015 issued by the State of Delaware. Consequently, the Company does not have any significant influence or control over Edumetry Inc. as on date. Accordingly, this entity is no longer a related party for the Company and not consolidated in these financial statements. The Company has made full provision for these investments in earlier years.

3. In respect of Forbes Technosys Limited (FTL), the National Company Law Tribunal, Mumbai Bench (NCLT), vide its order dated March 24, 2025, has admitted the petition filed by FTL, under Section 10 of the Insolvency and Bankruptcy Code, 2016 (“IB Code”), read with the Insolvency and Bankruptcy (Application to Adjudication Authority) Rules, 2016. As a result, the Corporate Insolvency Resolution Process (CIRP) has been initiated, the Interim Resolution Professional (IRP) has been appointed with effect from the date of the Order. Consequently, the management and powers of the Board of Directors of FTL are now suspended and will be exercised by the IRP for the duration of the CIRP.

The Company does not have any significant influence or control over Forbes Technosys Limited and therefore it is being reclassified from Subsidiary to other investment. Further, Investments made in Forbes Technosys Limited are fully provided (Refer Note 49).

In determining the recoverability of a trade receivable, the Company considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the end of the reporting period. The concentration of credit risk is limited due to the fact that the customer base is large and unrelated.

Trade receivables of ' 3,894.87 Lakhs (Previousyear ' 3,910.46 Lakhs) were impaired. The individually impaired receivables were mainly due to unexpected difficult economic situations.

Rights, preferences and restrictions attached to equity shares

The Company has only one class of shares referred to as equity shares having a par value of ' 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend, if any, proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Description of Reserves :

Retained Earnings: Retained earnings represent the amount of accumulated earnings of the Company

Securities premium reserve: The amount received in excess of the par value of equity shares has been classified as securities premium.

General reserve: The Company created a General Reserve in earlier years pursuant to the provisions of the Companies Act,1956 where in certain percentage of profits was required to be transferred to General Reserve before declaring dividends. As per Companies Act 2013, the requirements to transfer profits to General Reserve is not mandatory. General Reserve is a free reserve available to the Company.

Capital Redemption Reserve: As per Companies Act, 2013, capital redemption reserve is created when Company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013.

Other Comprehensive income: This reserve represents the cumulative gains (net of losses) arising on the revaluation of Equity Instruments measured at fair value through Other comprehensive Income, net of amounts reclassified, If any , to Retained Earnings when those instruments are disposed off.

Capital Reserve: During merger, the excess of net assets acquired, over the cost of consideration paid is treated as capital reserve.

This provision represent the Company's best estimate of the future outflow of economic benefits that will be required for certain indirect tax and legal matters. The outflow would depend on settlement / conclusion of respective matters / cessation of expected events with respective authorities.

34. Employee Benefits :Brief description of the Plans:

The Company has various schemes for long term employees benefits such as Provident Fund, Gratuity, Superannuation, Employees State Insurance Fund (ESIC) and Employees’ Pension Scheme, Compensated absences and Post Retirement Medical and Non Compete fees. The Company’s defined contribution plans are Superannuation, Employees State Insurance Fund and Employees’ Pension Scheme (under the provisions of the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952). The Company has no further obligation beyond making the contributions to such plans. The Company’s defined benefit plans include Provident Fund, Gratuity, Post Retirement Medical and Non Compete fees.

Gratuity

The Company provides for gratuity payable to employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service.

The gratuity plan is a funded plan and the Company had obtained insurance policies with Life Insurance Corporation of India (LIC) and makes a contribution to LIC for amounts notified by LIC. The Company accounts for gratuity benefits payable in future based on an independent external actuarial valuation carried out at the end of the year using the Projected Unit Credit method.

The Company’s Gratuity Plan is administered by an insurer and the Investments are made in various schemes of the trust. The Company funds the plan on a periodical basis.

The Company actively monitors how the duration and the expected yield of the investments are matching the expected cash outflows arising from the employee benefit obligations, with the objective that assets of the gratuity / provident fund obligations match the benefit payments as they fall due.

Provident Fund

The eligible employees of the Company are entitled to receive post-employment benefits in respect of provident fund, in which both the employees and the Company make monthly contributions at a specified percentage of the employees’ eligible salary. The contributions are made to the provident fund managed by the trust set up by the Company which are charged to the Statement of Profit and Loss as incurred.

A large portion of provident fund trust assets consists of government and corporate bonds, although the Company also invests in equities, cash and mutual funds. The plan asset mix is in compliance with the requirements of the regulations in case of Provident fund.

The Company actively monitors how the duration and the expected yield of the investments are matching the expected cash outflows arising from the employee benefit obligations, with the objective that assets of the provident fund obligations match the benefit payments as they fall due.

Post retirement medical and non-compete fees

Under the post-retirement medical and non-compete fees, eligible whole-time directors and on their demise, their spouses are entitled to medical benefits subject to certain limits and fixed monthly payment as non-compete fee. The Company accounts for these benefits payable in future based on an independent external actuarial valuation carried out at the end of the year using the Projected Unit Credit method.

These plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk. Investment risk

The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. Plan investment is a mix of investments in government securities, and other debt instruments.

Interest risk

A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan’s investments.

Longevity risk

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

Salary risk

The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

The above sensitivity analysis are based on change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

L. Provident Fund

The Company has established ‘Forbes & Company Ltd. Employees Provident Fund’ in respect of all the employees to which both the employee and employer make contribution equal to 12% of the employees’ basic salary respectively. The Company’s contribution to the provident fund for all employees, are charged to the Statement of Profit and Loss. In case of any liability arising due to shortfall between the return from its investments and the administered interest rate, the same is required to be provided for by the Company. In accordance with the recent actuarial valuation, there is no deficiency in the interest cost as the present value of expected future earnings of the fund is greater than the expected amount to be credited to the individual members based on the expected guaranteed rate of interest.

M. The liability for Compensated absences (Non - Funded) as at year end is ' Nil (Previous year ' Nil) (Refer Note 18B).

The Company provides for encashment of leave or leave with pay subject to certain rules. The employees are entitled to accumulate leave subject to certain limits for future encashment / availment. The Company makes provision for compensated absences based on an actuarial valuation carried out at the end of the year using the Projected Unit Credit method. Leave obligations not expected to be settled in the next 12 months is ' Nil (Previous year ' Nil).

35. Financial Instruments 35.1 Capital Management

The Company manages its capital to ensure that it will be able to continue as going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Company consists of net debt and total equity of the Company.

The Company determines the amount of capital required on the basis of annual as well as long term operating plans and other strategic investment plans. The funding requirements are met through non convertible debt securities or other long-term /short-term borrowings. The Company monitors the capital structure on the basis of total debt to equity ratio and maturity profile of the overall debt portfolio of the Company.

35.3 Market Risk

The Company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates (Refer Note 35.6). The Company enters into a variety of derivative financial instruments to manage its exposure to foreign currency risk.

35.4 Credit risk management Trade receivables

Trade receivables are generally unsecured and are derived from revenue earned from customers. On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix and forwardlooking information and an assessment of the credit risk over the expected life of the financial asset to compute the expected credit loss allowance for trade receivables. Historical experience of collecting receivables of the Company is supported by low level of past default and hence the credit risk is perceived to be low.

Investments in subsidiaries, associates and joint ventures

The Company had invested in various subsidiaries, associates and joint ventures. The approved future business plans and cash flow projections of these entities are evaluated by the management of the Company on an ongoing basis and based on this evaluation the recoverability of the investments is considered to be good. (Also refer Note 8)

Other Financial assets

The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are mutual funds and banks with high credit-ratings assigned by credit-rating agencies.

35.5 Liquidity Risk

Liquidity Risk refers to insufficiency of funds to meet the financial obligations. Liquidity Risk Management implies maintenance of sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit lines to meet obligations when due.

The Company manages liquidity risk by banking facilities and by continuously monitoring forecast and actual cash flows, and by assessing the maturity profiles of financial assets and liabilities. The below table sets out details of additional undrawn facilities that the Company has at its disposal to further reduce liquidity risk.

35.6 Derivatives Instruments and unhedged Foreign Currency (FC) exposure

The Company is exposed to Currency Risk arising from its trade exposures and capital/Loan receipt/payments denominated, in other than the Functional Currency. The Company has a Foreign Exchange Risk Management policy within which the treasury has to perform and also lays down the checks and controls to ensure the continuing success of the treasury function. The Company has defined strategies for addressing the risks for each category of exposures (e.g. for exports , for imports, for loans, etc.). The centralised treasury function aggregates the foreign exchange exposure and takes prudent measures to hedge the exposure based on prevalent macro-economic conditions.

d) Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required)

The Company consider that the carrying amounts of financial assets and financial liabilities recognised in Note (a) above approximate their fair values.

36. Operating lease arrangements 36.1(i) The Company as lessor

The Company has entered into operating lease arrangements, consisting of surplus space in buildings to others. The normal tenure of the arrangement is upto five years. The rental income from the assets given on lease of ' 2,034.73 Lakhs (Previousyear ' 1,679.81 Lakhs) has been disclosed as “Rent and amenities” under Revenue from operations in Note 24 to the Statement of Profit and Loss.

b) Other Commitments

The Company has outstanding bank guarantees of ' 316.15 Lakhs (Previous Year ' 236.87Lakhs). The Company has outstanding performance guarantees of ' Nil (Previous Year ' Nil).

38. Contingencies and other commitments

(To the extent not provided for)

40. Segment reporting

The Chief Operating Decision maker of the Company examines Company’s performance both from a product and from a geographic perspective. From a product perspective, the management has identified the reportable segments Engineering and Real Estate at standalone level.

Segment revenue, segment results, segment assets and segment liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis.

Details of product categories included in each segment comprises:

Coding and Industrial Automation Segment includes manufacture/ trading in conventional and Automatic Marking Systems and Industrial Automation Business. The Company caters to the needs of domestic and export markets.

Real Estate includes income from renting out investment properties and revenue from real estate development project.

Unallocable Corporate Assets mainly comprises of investments, tax receivables and other unallocable assets.

Unallocable Liabilities comprise borrowings, provisions and other unallocable liabilities not identifiable to any specific segment.

42. In the matter of Svadeshi Mills Company Limited (Svadeshi), the Hon’ble Bombay High Court vide its order dt. 9th October, 2023 has allowed the Interim Application (IA) filed by Grand View Estate Private Limited (GVEPL) and the Company granting permanent stay on the winding up of Svadeshi along with directions to Official Liquidator (OL) to handover entire undertaking of Svadeshi including all its properties assets books of accounts etc. OL has been discharged as the liquidator of Svadeshi. Directors have been appointed on the Board of Svadeshi. The Company as a shareholder of Svadeshi has secured the funding availed by GVEPL for revival of Svadeshi by way of exclusive pledge of entire equity shares of the Company and its wholly-owned subsidiary Forbes Campbel Finance Limited (FCFL) in Svadeshi hypothecation of secured debt due to the Company from Svadeshi together with the underlying security and hypothecation of receivables due to the Company from Svadeshi.

Subsequently, vide order dt. 22nd January, 2025 the Division Bench of the Hon’ble Bombay High Court has vacated the stay on winding up of Svadeshi by setting aside the above order dt. 9th October, 2023 and directed OL to take control of its assets reserving liberty to GVEPL and Company to file fresh application u/s 466 of Companies Act, 1956. OL took control of Svadeshi’s assets on 23rd January, 2025. GVEPL and the Company filed Special Leave Petition (SLP) before the Hon’ble Supreme Court against the impugned order dt. 22nd January, 2025. The Hon’ble Supreme Court heard the SLP and vide its Order dt. 31st January, 2025 stated that GVEPL and the Company may file fresh application before the Company Judge, Bombay High Court with a prayer that winding-up of Svadeshi should not be proceeded with. Further, such fresh application to be expeditiously heard by the Company Judge. Accordingly, the Company and GVEPL have filled applications to the Hon’ble Bombay High Court for granting permanent stay on the winding up proceedings.

(iv) Critical judgements in determining the lease term

In determining the lease term, management considers all facts and circumstances that creates an economic incentive to exercise an extension option, or not to exercise a termination option. Extension option (or period after termination option) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). The majority of extension and termination options held are exercisable only by the Company and not by the respective lessor.

For the leases of offices premises, the following factors are normally the most relevant:

1. If there is significant penalties to terminate (or not extend), the Company is typically reasonably certain to extend (or not terminate).

2. If any leasehold improvements are expected to have a significant remaining value, the Company is typically reasonably certain to extend (or not terminate)

3. Otherwise, the Company considers the other factors including historical lease duration and the costs and business disruption required to replace the leased asset.

The lease term is reassessed if an option is actually exercised (or not exercised) or the Company becomes obliged to exercise it. The assessment of reasonably certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within control of lessee. During the current financial year, the financial effect of revising lease terms to reflect the effect of exercising extension and termination options was a decrease in lease liabilities and right-of-use assets by ' Nil and ' Nil respectively (Previous year ' Nil and ' Nil respectively).

Lessor accounting as a lessor

The Company did not need to make any adjustments to the accounting for assets held as lessor under operating leases (Refer note 36) as a results of the adoption of Ind AS 116.

48. Ind AS 115 'Revenue from Contracts with Customers', a new accounting standard notified by the Ministry of Corporate Affairs (MCA) on 28th March, 2018 was effective from accounting period beginning on or after 1st April, 2018 and replaced the existing revenue recognition standards. The application of Ind AS 115 had a significant bearing on the Company's accounting for recognition of revenue from real estate development projects. Considering the terms of the contract, receipt of Occupancy Certificate for Phase II of the real estate development project, issuance of possession letters and transfer of control of the real estate units to the customers, the Company has recognized revenue of ' 14,515.59 Lakhs for the year ended 31st March, 2025 and ' 7,557.21 Lakhs for the year ended 31st March, 2024.

49. Forbes Technosys Limited (FTL) a subsidiary were facing serious challenges in terms of operations and due to continuing losses and withdrawal of support from its operational creditors to provide further credit on outstanding dues and non-receipt of its dues by its trade receivables a corporate insolvency resolution process (“CIRP”) under Section 10 of the Insolvency and Bankruptcy Code 2016 has been initiated by the FTL voluntarily vide application filed before the NCLT on 20th February, 2024. Consequently, the National Company Law Tribunal, Mumbai Bench (NCLT), vide its order dated 24th March, 2025 has admitted the petition filed by FTL. As a result, the Corporate Insolvency Resolution Process (CIRP) has been initiated, the Interim Resolution Professional (IRP) has been appointed with effect from the date of the Order.

Based on above order, the Company does not have any significant influence or control over Forbes Technosys Limited and therefore it is being reclassified from investments and advances in subsidiary to other investments. Further, Investments made and advances given in Forbes Technosys Limited are fully provided in earlier years and further advances given has been provided immediately in the same year.

The Company has granted loans & advances to Forbes Technosys Limited (FTL) of ' 114.00 Lakhs for obligation of bank guarantees during the year ended 31st March, 2024 which was fully provided as the recoverability was doubtful. The Company has received an amount of ' 54.00 Lakhs out of ' 114.00 Lakhs during the year ended 31st March, 2024 the said amount of ' 54.00 Lakhs received has been reversed in the year ended 31st March, 2024 and the net provision for the loans and advances of ' 60.00 Lakhs has been provided as at 31st March, 2024. Further, the Company has received the balance amount of ' 60.00 Lakhs during the quarter ended 30th September, 2024. Accordingly, the balance provision is reversed during the quarter ended 30th September, 2024.

Further, the Company has granted ' 10.00 Lakhs for the quarter ended 31st December, 2024 and ' 2.00 Lakhs for the quarter ended 31st March, 2025 as a loans and advances and the same has been provided during the quarter ended 31st December, 2024 and 31st March, 2025 respectively. Accordingly, net amount of ' 48.00 Lakhs reversed during the year ended 31st March, 2025.

50. A) The Company has taken over certain receivable of Forbes Facility Services Private Limited (FFSPL) in terms of agreement for sale was executed on 20th May, 2022 with SILA Solutions Private Limited for sale of entire stake in FFSPL. The Company has received an amount of ' 115.00 Lakhs in the month of January 2024 on settlement of legal disputes between FFSPL and customers against the previously withheld amount of ' 240.00 Lakhs. The provision made earlier on account of legal disputes is reversed to the extent of ' 115.00 Lakhs and recognized as gain in the profit & loss account for the financial year ended 31st March, 2024.

B) The Company was holding 50% shareholding in Forbes Concept Hospitality Services Private Limited (FCHSPL), a Joint Venture of the Company. The Board of Directors of the Company at their meeting held on 3rd August, 2023 has approved sale of its 60% shareholding in FCHSPL, to Metamix Technologies Private Limited and balance 40% shareholding to Floral Finance Private limited for a consideration of ' 0.03 Lakh and '0.02 Lakh respectively. Pursuant to the said sale of the entire shareholding in FCHSPL, it has ceased to be a Joint Venture of the Company effective from 3rd August, 2023.

The Company has made provision for doubtful debts amounting to ' 18.00 Lakhs in earlier years with respect to Forbes Concept Hospitality Services Private Limited (FCHSPL). The Company has received the said loan & advances from FCHSPL and accordingly the provision made in earlier years is now reversed and recognized as a gain in profit & loss account during the quarter ended 31st December, 2023 and year ended 31st March, 2024.

C) The Company has made a provision of ' 559.05 Lakhs of property tax as at 31st March, 2024 against the demand raised by MCGM for payment of additional property tax of ' 1,034.34 Lakhs (including penalties) for the retrospective period from April 2010 to March 2023. The balance amount of ' 475.29 Lakhs which is in the nature of penalties are shown as contingent liability. The MCGM has changed the subzone of property from 0014 to 0027 for determination of property tax. The

property valuation in Subzone 0027 is much higher compared to the subzone 0014. The subject property is historically valued in Subzone 0014 for property tax. The Company has disputed the entire demand notice.

D) The Company has impaired the investment made in Forbes Macsa Private Limited for an amount of ' 250.00 Lakhs during the quarter and year ended 31st March, 2025.

51. Scheme of Arrangement

The Board of Directors of the Company (FCL or the "Demerged Company) and Forbes Precision Tools and Machine Parts Limited ("FPTL" or the "Resulting Company") in their respective meetings held on 26th September 2022 approved the Scheme of Arrangement ("Scheme") between the Company and FPTL as well as their respective shareholders in accordance with Sections 230 to 232 of the Companies Act 2013 and other applicable provisions and rules. This Scheme entails the demerger of the "Precision Tools business" from the Company into FPTL with an appointed date of 1st April, 2023.

The Honorable National Company Law Tribunal ("NCLT") of the Mumbai bench approved the scheme via Order No. C.P.(CAA)/303/MB-V/2023 dated 9th February 2024. The certified true copy of the order was received on 22nd February, 2024 and filed with the Registrar of the Company on 1st March, 2024. The Scheme became effective / operative from the effective date of 1st March, 2024 with this the Precision Tools business of FCL being transferred to and vested in FPTL with effect from the appointed date i.e. 1st April, 2023. The FPTL is ceased to be a subsidiary w.e.f. 1st March, 2024.

As a result of the demerger, the Company has applied a reasonable estimate, based on available financial data and management’s judgment, to determine the tax allocation for the comparative quarters of earlier year i.e. 31st December, 2023. This approach ensures a fair presentation of the financial results. The results for the comparative quarter and nine months ended December, 2023 have been restated.

ID S.A. was unwilling to continue as a Joint Venture. It was mutually decided by the JV Partner to terminate the Joint Venture Agreement. The Joint Venture Agreement was terminated and the entire shareholding of MACSA ID S.A. in the Forbes Macsa Private Limited has been acquired by the Company. Accordingly, Forbes Macsa Private Limited is wholly owned subsidiary of the Company with effect from 31st March, 2025.

53. Forbes Lux International AG (FLIAG), a subsidiary of the Company, along with its subsidiary Lux International AG (LIAG) and step-down subsidiaries, were facing with a severe liquidity crisis for the past several years. Given the ongoing losses and financial difficulties, the management of FLIAG, LIAG, and Lux Schweiz AG submitted an application on 11th April, 2023 seeking a provisional debt restructuring moratorium from the Bulach District Court in Wallissellen, Switzerland. By an order dated 17th April, 2023, the court granted a provisional moratorium, which will be in effect for four months, until 17th August, 2023, to facilitate the restructuring of these companies. A Provisional Administrator was appointed to assess the prospects for this restructuring. The Provisional Administrator submitted the final report to the Court on 2nd August, 2023. Based on the Administrator’s final report, the Court determined that FLIAG, being a pure holding company that hasn’t generated any income for a considerable period and has ceased its operational activities, is not viable. Similarly, Lux Schweiz AG has also discontinued its operational activities and income generation, leading to the decision to initiate bankruptcy proceedings for these companies. As for LIAG, the court has granted an extension of the moratorium period until 1st December, 2023. Consequently, FLIAG and Lux Schweiz have been declared bankrupt by an order dated 14th August, 2023.

Subsequently, following due process, the bankruptcy officials issued a publication on 8th September, 2023, announcing the closure of the bankruptcy proceedings due to lack of assets unless a creditor requests implementation within a specified 10-day period. Since no opposition was filed with the Bankruptcy Officer during the stipulated timeline, Forbes Lux International AG, in Liquidation and Lux Schweiz AG, in Liquidation were liquidated and dissolved. In the context of FLIAG’s bankruptcy proceedings, Lux International AG, in Liquidation (LIAG), a subsidiary of FLIAG, has been disposed of by the bankruptcy official. Consequently, FLIAG and its subsidiaries are no longer considered subsidiaries of the Company.

54. As per the Ministry of Corporate Affairs (MCA) notification, proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, for the financial year commencing April 1,2023, every company which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled. The interpretation and guidance on what level edit log and audit trail needs to be maintained evolved during the year and

continues to evolve. The Company has used accounting software (viz. Tally Prime) for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, there are no instances of audit trail feature being disabled at any time during the year. The audit trail has been preserved as per the statutory requirements for record retention.

55. The Indian Parliament has approved the Code on Social Security, 2020 (“the code”) which, inter alia, deals with employees benefits during employment and post-employment. The code has been published in the Gazette of India. The effective date of the code is yet to be notified and the rules for quantifying the financial impact are also yet to be issued. In view of this, the impact of change, if any, will be assessed and recognised post notification of the relevant provisions.

56. Additional Regulatory Information as per Schedule III of the Division II of the Companies Act, 2013

i. Details of benami property held

There are not any proceedings that have been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder as at 31st March, 2024.

ii. Wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial Institution or other lender who has powers to declare a company as a wilful defaulter at any time during the financial year or after the end of reporting period but before the date when financial statements are approved or in an earlier period and the default has continued for the whole or part of the current year.

iii. Relationship with struck off companies

The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.

iv. The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act 2013 read with Companies (Restriction on number of Layers) Rules, 2017.

v. (a) The company has not advanced or loaned or invested

any funds (either borrowed funds or share premium or any other sources or kind of funds)during the year to any other person(s) or entity(ies), including foreign entities (intermediaries) with the understanding (whether recorded in writing or otherwise) that the intermediary shall:

i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (ultimate beneficiaries) or,

ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

(b) The company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) during the year with the understanding (whether recorded in writing or otherwise) that the company shall:

i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or

ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

vi. Undisclosed income

The company does not have any transaction that are not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961), during the year.

vii. Details of crypto currency or virtual currency

The group has not traded or invested in crypto currency or virtual currency during the current or previous year.

viii. Valuation of PP&E, intangible asset and investment property

The group has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

57. Other regulatory information

i. Registration of charges or satisfaction with Registrar of Companies

There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.

ii. Utilisation of borrowings availed from banks and financial institutions

The borrowings obtained by the company from banks and financial institutions have been applied for the purposes for which such loans were was taken.

iii. The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India.

The Group has seven CICs which are part of the Group

- SP Finance Private Limited,

- SC Finance and Investments Private Limited,

- Hermes Commerce Private Limited,

- Renaissance Commerce Private Limited and

- Shapoorji Pallonji Energy Private Limited (formarly known as Shapoorji Pallonji Oil and Gas Private Limited).

- SMCM Holdings Private Limited (SMCM) and

- Shayrus Ventures Private Limited (Shayrus).

58. Previous year figures have been regrouped/ reclassified, wherever necessary to conform to current year classification.

59. The financial statements were approved by the Board of Directors of the Company at their respective meetings held on 30th April, 2025.