Your Directors are pleased to present to you the report on the business and operations of your Company along with the Audited Financial Statements, both Standalone and Consolidated of the Company, for the Financial Year ended March 31,2024.

1. FINANCIAL HIGHLIGHTS

The Consolidated and Standalone Financial Statements of your Company for the Financial Year ended March 31,2024 have been prepared in accordance with Indian Accounting Standards (IND-AS), the relevant provisions of Sections 129 and 133 of the Companies Act, 2013 (“the Act”) and Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations/SEBI LODR”) which have been reviewed by the Statutory Auditors.

2. OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE

• Standalone income, comprising Revenue from Operations and other income, for the year was ' 2,19,775.57 Lakhs, 5.11% higher compared to ' 2,09,083.84 Lakhs in Financial Year 2022-23.

• Standalone Profit before Tax for the year was ' 12,240.34 Lakhs vis-a-vis ' 2,693.99 Lakhs in Financial Year 2022-23.

• Standalone Profit after Tax for the year was ' 9,156.85 Lakhs compared to ' 1,708.02 Lakhs in Financial Year 2022-23.

• Consolidated income, comprising Revenue from Operations and other income, for the year was ' 2,19,802.97 Lakhs, 4.93% higher compared to ' 2,09,473.85 Lakhs in Financial Year 2022-23.

• Total Consolidated Revenue from Operations for the year increased to ' 2,18,925.02 Lakhs vis-a-vis ' 2,08,450.51 in Financial Year 2022-23.

• Consolidated Profit before Tax for the year was ' 12,847.37 Lakhs vis-a-vis ' 3,851.18 Lakhs in Financial Year 2022-23.

• Consolidated Profit after Tax for the year was ' 9,564.97 Lakhs compared to ' 2,647.24 Lakhs in Financial Year 2022-23.

3. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business of the Company.

4. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report as stipulated under the SEBI Listing Regulations is presented in a separate section forming part of this Integrated Annual Report. It provides details about the overall industry structure and development, opportunities and threats, performance of various products, outlook, risks and concerns.

5. DIVIDEND

Your Directors propose to retain the entire Profit After Tax (PAT) in the Statement of Profit and Loss and do not recommend any dividend. The balance in the Statement of Profit and Loss account remains available for distribution in future.

Pursuant to Regulation 43A of the SEBI Listing Regulations, your Company has approved and adopted a Dividend Distribution Policy. The same is available on the website of the Company at the link: www.eurekaforbes.com/media/investor-relations/ Dividend-Distribution-Policy.pdf.

During the year under review, the Board of Directors made certain revisions to the Dividend Distribution Policy to better serve the interests of the Company and its shareholders. These revisional aspects of the policy are to ensure that it remains aligned with the Company’s financial goals, capital requirements, the expectations of shareholders and SEBI Listing Regulations. By conducting this review, the Board aimed to uphold transparency, accountability and responsible stewardship of shareholder funds.

6. TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to the General Reserve.

7. UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)

As per the provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid or unclaimed dividends are required to be transferred to the IEPF Authority, after completion of seven years.

Further, according to the said Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the IEPF Authority. Although the

Company has never declared a dividend, there are shares in the Investor Education and Protection Fund (IEPF) due to a Composite Scheme of Arrangement.

Members whose shares are transferred to IEPF as stated above, can still claim the shares from the IEPF Authority by submitting an application in Web Form No. IEPF-5 available on www.iepf.gov.in. The voting rights on shares transferred to the IEPF Authority shall remain frozen until the rightful owner claims the shares. The shares held in such Demat account shall not be transferred or dealt with in any manner whatsoever except for the purpose of transferring the shares back to the claimant as and when he approaches the Authority. All benefits except rights issue accruing on such shares e.g. bonus shares, split, consolidation, fraction shares etc., shall also be credited to such Demat account. Any further dividend received on such shares shall be credited to the IEPF Fund.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED DURING THE FINANCIAL YEAR AND BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company, that have occurred during the Financial Year and between the end of the Financial Year to which the Financial Statements relate and the date of this report.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

10. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

Your Company has three (03) Direct Subsidiaries and one (01) Step-down Subsidiary.

During the year under review, the Board of your Company approved closure of Euro Forbes Limited, subsidiary of the Company and Forbes Lux FZE, Wholly-Owned Subsidiary (“WOS”) of Euro Forbes Limited.

The details of the Subsidiaries are as follows:

a. Forbes Aquatech Limited

Forbes Aquatech Limited having CIN: U28122KA2003PLC032492 is a Subsidiary of the Company incorporated on September 03, 2003

to manufacture, buy, sell, exchange, alter, improve, market, distribute, import or export or otherwise deal in all kinds of water filters, water purifiers, purifiers of all types and kinds, and allied products and also to supply, undertake and execute any works involving or relating to water purifiers, water filters, other products for purification of water or any other liquids or material of all kinds.

Total Revenue booked for the Financial Year ended March 31, 2024 was ' 562.53 Lakhs (including ' 14.95 Lakhs as other income). The Profit After Tax for the current year was ' 9.69 Lakhs as compared to a loss of ' 74.13 Lakhs in the previous year.

b. Infinite Water Solutions Private Limited

I nfinite Water Solutions Private Limited having CIN: U74999MH2008PTC180918 is a WOS of the Company incorporated on April 27, 2008 to manufacture, buy, sell, exchange, alter, improve, market, distribute, import or export or otherwise deal in all kinds of water filters, water purifiers or other water purification systems of all types and kinds and allied products, including manufacturing and processing of home reverse osmosis membrane elements and other related water treatment products and also to supply, undertake and execute any works involving or relating to water purifiers, water filters, other products for purification of water or other liquids or material of all kinds.

Total Revenue booked for the Financial Year ended March 31, 2024 was ' 5,716.03 Lakhs (including ' 32.36 Lakhs as other income). The Profit after Tax for the current year was ' 559.31 Lakhs as compared to a profit of ' 701.51 Lakhs in the previous year.

c. Euro Forbes Limited

Euro Forbes Limited having registration number 145214 is a WOS incorporated on April 12, 2011 in Dubai to carry out general trading and investment holding worldwide and to invest in Companies/ Properties, joint Business Ventures with overseas entities and Investment in Overseas Entities and also Investment in properties of Dubai World, Nakeel, Emaar, Dubai Holdings and/or any other approved projects by Jebel Ali Free Zone.

Total Revenue booked for the Financial Year ended March 31,2024 was ' 0.39 Lakhs (including 0.39 Lakhs as other income). Net Profit After Tax was ' 0.39 Lakhs as compared to a loss of ' 7.38 Lakhs in the previous year.

d. Forbes Lux FZE

Forbes Lux FZE having registration number 147235, is a WOS of Euro Forbes Limited, Dubai and is a step-down Subsidiary of the Company incorporated on June 26, 2011 in Dubai to trade in Cookers & Cook Stoves Trading, Refrigerators, Washing Machines & Household Electrical Appliances, Trading Water Heaters, Filters & Purifications Devices, Electrical & Electronic Appliances Spare Parts.

Total Revenue booked for the Financial Year ended March 31, 2024 was ' 53.76 Lakhs (including ' 53.76 Lakhs as other income). Net Loss After Tax was ' 123.23 Lakhs as compared to a loss of ' 617.84 Lakhs in the previous year.

The Company does not have any material subsidiary. The policy for determining material subsidiaries of the Company has been provided in the following link www.eurekaforbes.com/ media/investor-relations/Policy-on-Material-Subsidiary.pdf.

Pursuant to Section 136 of the Act, the Audited Financial Statements including the Consolidated Financial Statements and related information of the Company and Audited Annual Accounts of each of its Subsidiaries are placed on the website of the Company at: www.eurekaforbes. com/investor-relations/financial-information/ subsidiaries-eurekaforbes-ltd/.

Further, the Company does not have any Associate or Joint Ventures. Further, no companies became or ceased to be subsidiaries, Joint Ventures or Associate Companies of the Company during the year under review.

Pursuant to Section 129(3) of the Act, statement containing the salient features of the Financial Statements of the Company’s subsidiaries are set out in the Form AOC-1, attached herewith as Annexure - 1.

11. EMPLOYEE STOCK OPTION PLAN 2022

The Company had by way of Postal Ballot passed a special resolution on November 10, 2022, to approve the Employee Stock Option Plan 2022 (“ESOP 2022”) in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

ESOP 2022 was conceptualised with a view to motivate the key workforce seeking their contribution to the corporate growth, to create an employee ownership culture, to attract, retain, incentivise, and motivate its eligible employees for ensuring sustained growth.

Under the above plan, the Company can grant up to 1,75,21,597 (One Crore Seventy-Five Lakhs

Twenty-One Thousand Five Hundred and Ninety-Seven) options exercisable into not more than 1,75,21,597 (One Crore Seventy-Five Lakhs Twenty-One Thousand Five Hundred and Ninety-Seven) fully paid-up equity shares of ' 10/- (Rupees Ten Only) each.

During the year under review, 1,56,79,262 (One Crore Fifty-Six Lakhs Seventy-Nine Thousand Two Hundred and Sixty-Two) options were granted to the eligible employees under ESOP 2022.

The disclosures required to be made under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are made available on the website of the Company under www.eurekaforbes.com/media/ investor-relations/ESOP-Disclosure/FY-2023-24.pdf.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan or provided any security or guarantee which are covered under the provisions of Section 186 of the Act during the year under review.

The details of investments made by the Company under Section 186 of the Act forms part of this Integrated Annual Report and are given in the Notes to the Standalone Financial Statements for the Financial Year ended March 31,2024.

None of the Directors are disqualified from being appointed as the Director of the Company in terms of Section 164 of the Act. 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, commission, perquisites and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Company.

In accordance with the provisions of Section 152 of the Act and the Company’s Articles of Association, Mr. Sahil Dilip Dalal (DIN:07350808) is liable to retire by rotation at the Annual General Meeting (“AGM”) and being eligible offers himself for re-appointment. The Board recommends re-appointment of Mr. Sahil Dilip Dalal for the consideration of the Members of the Company at the forthcoming AGM. The relevant details including profile of Mr. Sahil Dilip Dalal is included separately in the Notice of AGM and Report on Corporate Governance, forming part of this Integrated Annual Report.

ii. Key Managerial Personnel (KMP)

Following were the Key Managerial Personnel (KMP) as on March 31,2024 and as on date pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

14. BOARD OF DIRECTORSa. Declaration by Independent Director

The Board confirms that based on the written affirmations from each Independent Director, all Independent Directors fulfil the conditions specified for independence as stipulated in Regulation 16 of the SEBI Listing Regulations,

as amended, read with Section 149(6) of the Act along with rules framed thereunder and are independent of the Management. Further, the Independent Directors have also registered their names in the Databank maintained by the Indian Institute of Corporate Affairs (“IICA”), Manesar, Gurgaon as mandated in the Companies (Appointment and Qualification of Directors),

Rules, 2014. None of the Independent Directors have any other material pecuniary relationship or transaction with the Company, its Promoters, or Directors, or Senior Management which, in their judgement, would affect their independence. In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Further, none of the Directors are related to each other.

b. Number of Meetings of Board

During the year under review, 06 (Six) Meetings of the Board of Directors were held. The details of such meetings held and attended by the Directors during the Financial Year 2023-24 are given in the Corporate Governance Report which forms part of this Integrated Annual Report.

The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act and the SEBI Listing Regulations.

c. Annual Evaluation of the Board

Evaluation of the Board, Directors, Committees etc. are done on an annual basis. The process is led by the Nomination and Remuneration Committee with specific focus on the performance vis-a-vis the plans, meeting challenging situations, performing leadership role within, effective functioning of the Board, time spent by each of the Directors, accomplishment of specific responsibilities and expertise, conflict of interest, integrity of Director, active participation and contribution during discussions.

The details of the Annual Board Evaluation process for Directors form a part of the Corporate Governance Report of this Integrated Annual Report.

d. Policy on Directors’ Appointment and Remuneration and Other Details

Your Company has a Nomination and Remuneration Policy for Directors and Senior Managerial Personnel in compliance with the provisions of Section 178 of the Act and Regulation 19 of SEBI Listing Regulations as approved by the Nomination and Remuneration Committee and the Board.

The policy is available on the website of the Company at www.eurekaforbes.com/ media/investor-relations/Nomination-and-Remuneration-Policv-new.pdf.

e. Familiarisation Programme for Independent Directors

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, your Company has put in place a system to familiarise its Independent Directors with their roles, responsibilities in the Company, nature of the industry, business model, processes, policies and the technology and the risk management systems of the Company, the operational and financial performance of the Company and significant developments so as to enable them to take well informed decisions in timely manner.

During the Financial Year 2023-24, familiarisation programmes were conducted and the Independent Directors were updated from time to time on continuous basis on Company’s business model, risks & opportunities, significant changes in the regulations and duties and responsibilities of Independent Directors under the Act and SEBI Listing Regulations and other matters.

The policy on Company’s familiarisation program for Independent Directors is hosted on the Company’s website at www.eurekaforbes. com/media/investor-relations/Familiarisation-Programme-for Independent-Directors.pdf.

f. Opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year

The Board after taking the Independent Directors’ respective declarations/disclosures on record and acknowledging the veracity of the same, is of the opinion that the Independent Directors of the Company possess requisite qualification(s), experience, expertise, hold highest standards of integrity and are independent of the management of the Company.

15. COMMITTEES OF THE BOARD

The Committees constituted by the Board focus on specific areas and take informed decisions within the framework of delegated authority, and make specific recommendations to the Board on matters within their areas or purview. The decisions and recommendations of the Committees and minutes of meetings of Committees are placed before the Board for information and/or for approval, as required. During the year under review, all recommendations received from its Committees were accepted by the Board.

The details of the Board and its Committees along with their composition, meetings held during the year are given under Corporate Governance Report forming part of this Integrated Annual Report.

16. DEPOSITS

Your Company has not accepted any public deposit and as such no amount on account of principal or interest on public deposit under Section 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.

17. RISK MANAGEMENT POLICY

Your Company has implemented a comprehensive risk management system that covers all essential operations, and functional areas. The Company has put in place a comprehensive risk management framework to identify, analyse, and mitigate business risks with the objective of safeguarding the interests of its stakeholders. The Company’s risk management framework is designed to ensure that risks are recognised and dealt with from the top down to the bottom up in a timely and appropriate manner. It is also kept flexible to accommodate shifting business requirements.

Broadly, key risks identified by the Management covers risk related to Regulatory/Compliance Risk, Market Risk, Consumer/Reputation Risk, Supply Chain Risk, Information/Cyber Security Risk and People Risk.

18. INTERNAL FINANCIAL CONTROL

Your Company has a defined system of internal controls for financial reporting of transactions and compliance with relevant laws and regulations commensurate with its size and nature of business. The Company also has a well-defined process for ongoing management reporting and periodic review of businesses.

There is an active internal audit function carried out entirely by M/s. PricewaterhouseCoopers (PwC) an external Chartered Accountant firm. As part of the efforts to evaluate the effectiveness of internal control systems, the internal audit department reviews the control measures periodically and recommends improvements, wherever appropriate.

The Audit Committee regularly reviews the audit findings as well as the adequacy and effectiveness of the internal control measures. Based on their recommendations, the Company has implemented a number of control measures both in operational and accounting related areas, apart from security related measures.

19. CORPORATE SOCIAL RESPONSIBILITY(“CSR”)

Your Company is dedicated to add value to every individual in the country through its business by integrating societal, economic, environmental and sustainable commitments. Business practices of the Company shall contribute to make the world a better

place. The main CSR objective of the Company is to promote healthcare, sanitation, hygiene including preventive healthcare and making available safe drinking water.

Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this Report as Annexure - 2. The CSR Policy is hosted on the website of the Company at www.eurekaforbes.com/cms/assets/prod/Charter of CSR Committee and Policy .pdf.

20. AUDITORS AND AUDITORS’ REPORTa. Statutory Auditors:

I n terms of provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration No. 117366W/W-100018) were appointed as the Statutory Auditors of the Company at the 13^th Annual General Meeting held on December 22, 2022 to hold office for a term of five consecutive Financial Years from the conclusion of the 13^th Annual General Meeting until the conclusion of the 18^th Annual General Meeting of the Company.

The Report given by the Statutory Auditors on the Financial Statements of the Company is part of this Integrated Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Report. During the year under review, the Statutory Auditors have not reported any fraud under Section 143(12) of the Act.

b. Secretarial Auditors:

The Board at its meeting held on May 29, 2023, appointed M/s. Mihen Halani & Associates, Practicing Company Secretaries (COP No. 12015) as Secretarial Auditors of the Company to conduct the Secretarial Audit for Financial Year 2023-24.

The Secretarial Audit Report is annexed herewith as Annexure - 3 to this Report.

The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Act.

Further, the subsidiaries of the Company are not material subsidiaries. Therefore, the provisions regarding the Secretarial Audit as mentioned in Regulation 24A of the SEBI Listing Regulations as amended, do not apply to such subsidiaries.

c. Cost Auditors:

I n terms of provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost accounting records and is required to get its cost accounts audited.

M/s. J. Chandra & Associates, Cost Accountants, have carried out the Cost audit of the Company for the Financial Year 2023-24.

During the year under review, the Cost Auditor has not reported any fraud under Section 143(12) of the Act.

21. SHARE CAPITAL

During the year under review, there was no change in the Capital Structure of the Company.

a. Buy Back of Securities: The Company has not bought back any of its securities during the year under review.

b. Sweat Equity: The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares: No Bonus Shares were issued during the year under review.

d. Shares with differential rights: The Company has not issued any equity shares with differential rights during the year under review.

e. During the year under review, the Company has not made any provision of money for the purchase of, or subscription for, shares in your Company or its holding Company, to be held by or for the benefit of the employees of the Company and hence the disclosure as required under Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required.

22. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company has zero tolerance for sexual harassment at workplace and has formulated a comprehensive policy on Prevention, Prohibition and Redressal against Sexual Harassment of Women at Workplace, which is also in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH”). The said policy has been made available on the internal portal of the Company.

Your Company has constituted an Internal Complaints Committee (“ICC”) under the POSH and has complied with the provisions relating to the same. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The constitution of ICC is as per the POSH Act and includes an external member who is an independent POSH consultant with relevant experience. The Company has an e-learning tool on POSH for all regular employees and also for induction of new employees.

During Financial Year 2023-24, 1 complaint was received pertaining to sexual harassment and post an elaborate investigation, the accused employee was terminated from service.

23. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with all the applicable provisions of Secretarial Standards on Meetings of Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

24. CREDIT RATING

During the year under review, the Company’s credit rating was revised from CARE A/Stable for long term bank facilities to CARE A /Stable. The details of Credit Rating are available on the website of the Company at www.eurekaforbes.com/investor-relations/ shareholders-information/credit-rating.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information in accordance with the provisions of Section 134(3)(m) of the Act regarding conservation of energy, technology absorption, and foreign exchange earnings and outgo is attached herewith as Annexure - 4 and forms part of this Integrated Annual Report.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

I n accordance with the requirements of the Act and SEBI Listing Regulations, the Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is uploaded on the Company’s website at the web link www.eurekaforbes.com/media/investor-relations/ Policv-on-Materialitv-of-Related-Partv-Transactions-and-on-dealing-with-Related-Party-Transactions.pdf.

This policy deals with the review and approval of Related Party Transactions. The Board of Directors of the Company have approved the criteria to grant omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm’s length.

All Related Party Transactions during the Financial Year 2023-24, were reviewed and approved by the Audit Committee and were on arm’s length basis and in the ordinary course of business. There were no material transactions with Related Parties during the year as per the last Audited Financial Statements. Accordingly, the disclosure of transactions entered into with Related Parties pursuant to the provisions of Section 188(1) of the Act and Rule 8(2) of the Companies (Accounts), Rules 2014 in Form AOC-2 is not applicable.

Related Party Transactions entered during the year under review are disclosed in the notes to the Financial Statements.

27. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Board of Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them confirm that:

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

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

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

28. HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATIONS

The Human Resources (HR) Function has closely partnered with business to accelerate business growth. The HR team has worked on creating understanding and alignment to the company goals, created a platform for employees to share their feedback on company culture and started embedding the new Eureka Forbes behaviours through various Reward and

Recognition programmes. In a transformation, the HR function is responsible to hire the right talent, develop employees in terms of skills and raise organisation performance through the right set of long terms and short term incentive programmes.

29. ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company under www.eurekaforbes.com/media/ investor-relations/Eureka-Forbes-Limited-Annual-Return-FY-2023-24.pdf.

30. PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures concerning the remuneration of Directors, KMPs and employees as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure - 5 to this Report. Your Directors affirm that the remuneration paid to Directors, KMPs and employees is as per the remuneration policy of the Company.

Details of employee remuneration as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary.

31. WHISTLE BLOWER POLICY

i n compliance with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, your Company has adopted a Whistle Blower Policy. The Audit Committee oversees the functioning of this policy.

The Company’s Whistle Blower Policy aims to provide the appropriate platform and protection for Whistle Blowers to report instances of fraud and mismanagement, if any, to promote reporting of any unethical or improper practice or violation of the Company’s Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and regulations including the Company’s Code of Conduct or Code for Prevention of Insider Trading and Policy of Fair Disclosure of Unpublished Public Sensitive Information.

The Whistle Blower Policy provides a mechanism for Employees of the Company to approach the Chairman of the Audit Committee of the Company for redressal. Details of the Whistle Blower policy are covered in the Corporate Governance Report, which forms part of this Integrated Annual Report and are made available on the Company’s website at: www.eurekaforbes.com/ media/pdf/whistle-blower-policy.pdf.

32. CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a Certificate from Practicing Company Secretary confirming compliance conditions, as required under Regulation 27 of the SEBI Listing Regulations forms an integral part of this Report and is annexed herewith as Annexure - 6.

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, top 1000 listed entities based on market capitalisation are required to include Business Responsibility and Sustainability Report (BRSR) with their Annual Report, in the format as specified by SEBI.

The BRSR of your Company for Financial Year 2023-24 is aligned with the Nine (9) principles of the National Guidelines on Responsible Business Conduct notified by the Ministry of Corporate Affairs, Government of India and forms part of this Integrated Annual Report as Annexure - 7.

34. DETAILS OF APPLICATIONS, APPROVED OR PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

Your Company, in the capacity of Creditor, has not filed any applications with National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016 during the Financial Year 2023-24 for recovery of any outstanding loans against any customer. Further, no

application has been filed with National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016 against your Company for recovery of any debt during the year under review.

35. DIFFERENCE IN VALUATION DONE FOR ONE-TIME SETTLEMENT AND VALUATION DONE WHILE TAKING A LOAN FROM BANKS OR FINANCIAL INSTITUTIONS

During the year under review, your Company has not entered into one-time settlement with any Bank or financial institution.

36. INTEGRATED REPORTING

We are pleased to inform that the Company has voluntarily published its first Integrated Annual Report for Financial Year 2024, which includes both financial and non-financial information and is based on the International Integrated Reporting Council (“IIRC”). This report covers aspects such as organisation’s strategy, governance framework, performance, risk management and prospects of value creation based on the six forms of capitals viz., Financial Capital, Intellectual Capital, Manufactured Capital, Human Capital, Natural Capital, and Social and Relationship Capital.

37. APPRECIATION & ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank sincerely and acknowledge with gratitude, the contribution, co-operation and assistance received from customers, vendors, dealers, suppliers, investors, business associates, bankers, Government authorities and other stakeholders for their continued support during the year.

Further, the Board places on record its deep appreciation for the enthusiasm, co-operation, hard work, dedication and commitment of the employees at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain an industry leader.

1

Total Standalone Revenue from Operations for the year increased to ' 2,18,922.63 Lakhs vis-a-vis ' 2,08,041.88 Lakhs in Financial Year 2022-23.