Board's Report
Dear Member,
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 31,2025.
1. FINANCIAL HIGHLIGHTS
|
|
|
|
(Rs. In Lakhs) |
|
Standalone |
Consolidated |
Particulars |
Financial Year ended March 31, 2025 |
Financial Year ended March 31,2024 |
Financial Year ended March 31,2025 |
Financial Year ended March 31, 2024 |
Revenue and other Income (Total Revenue) |
2,45,016.44 |
2,19,775.57 |
2,45,147.89 |
2,19,802.97 |
Earnings before Finance cost, Depreciation, Other income, Share of Net
Profit of Joint ventures and before Exceptional Items & Tax |
26,289.03 |
19,186.56 |
26,558.72 |
19,864.47 |
Profit after Finance Cost, Depreciation, Share of Net Profit of Joint
ventures and before Exceptional Items & Tax |
21,379.25 |
13,755.24 |
21,652.09 |
14,362.27 |
Profit before Tax |
21,886.94 |
12,240.34 |
22,069.78 |
12,847.37 |
Tax Expense |
5,558.29 |
3,083.49 |
5,628.31 |
3,282.40 |
Profit for the year |
16,328.65 |
9,156.85 |
16,441.47 |
9,564.97 |
Other Comprehensive lncome/(Loss) |
(343.41) |
(235.88) |
(344.96) |
(212.70) |
Total Comprehensive Income |
15,985.24 |
8,920.97 |
16,096.51 |
9,352.27 |
Earnings Per Share - Basic ( Rs.) |
8.40 |
4.73 |
8.46 |
4.94 |
Earnings Per Share - Diluted ( Rs.) |
8.40* |
4.72* |
8.46* |
4.93* |
*Impact due to grant of Stock Options has been considered while arriving at the diluted
EPS.
The Standalone and Consolidated Financial Statements of your Company for the Financial
Year ended March 31, 2025 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 Rs. 2,45,016.44 Lakhs, 11.48% higher compared to Rs. 2,19,775.57 Lakhs in
Financial Year 2023-24.
• Total Standalone Revenue from Operations for the year increased to Rs.
2,43,606.24 Lakhs vis-a-vis Rs. 2,18,922.63 Lakhs in Financial Year 2023-24.
• Standalone Profit before Tax for the year was Rs. 21,886.94 Lakhs vis-a-vis Rs.
12,240.34 Lakhs in Financial Year 2023-24.
• Standalone Profit after Tax for the year was Rs. 16,328.65 Lakhs compared to Rs.
9,156.85 Lakhs in Financial Year 2023-24.
• Consolidated income, comprising Revenue from Operations and other income, for
the year was Rs. 2,45,147.89 Lakhs, 11.53% higher compared to Rs. 2,19,802.97 Lakhs in
Financial Year 2023-24.
• Total Consolidated Revenue from Operations for the year increased to Rs.
2,43,691.43 Lakhs vis-a- vis Rs.2,18,925.02 in Financial Year 2023-24.
• Consolidated Profit before Tax for the year was Rs.22,069.78 Lakhs vis-a-vis
Rs.12,847.37 Lakhs in Financial Year 2023-24.
• Consolidated Profit after Tax for the year was Rs.16,441.47 Lakhs compared to
Rs.9,564.97 Lakhs in Financial Year 2023-24.
3. CHANGE IN THE NATURE OF BUSINESS
During the year under review, there was no change in the nature of 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 Dividend Distribution Policy of the
Company is available at: www.eurekaforbes.com/media/investor-relations/ Dividend
Distribution Policy.pdf.
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 IEPF due to the 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 shal 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
As part of a proactive initiative to minimise the number of shares currently held with
the IEPF Authority, your Company has undertaken comprehensive outreach efforts to
shareholders whose shares have been transferred to the IEPF Authority. This communication
initiative includes sending notices and detailed instructions to the concerned
shareholders, outlining the specific steps and documentation required to successfully
claim their shares
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.
The Board of Directors in its meeting dated August 08, 2023 have subject to applicable
regulatory and other approvals provided its consent for closure of Euro Forbes Limited,
Dubai (subsidiary of the Company) and Forbes Lux FZE Dubai (Wholly Owned Subsidiary of
Euro Forbes Limited) by way of voluntary liquidation.
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, 2025 was Rs. 585.44 Lakhs
(including Rs. 10.03 Lakhs as other income). The Profit After Tax for the current year was
Rs. 12.47 Lakhs as compared to a profit of Rs. 9.69 Lakhs in the previous year.
b. Infinite Water Solutions Private Limited
Infinite Water Solutions Private Limited having CIN U74999MH2008PTC180918 is a Wholly
Owned Subsidiary of the Company incorporated on April 07,2008 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, 2025 was Rs. 3,798.85 Lakhs
(including Rs. 18.41 Lakhs as other income). The Profit After Tax for the current year was
Rs. 172.36 Lakhs as compared to a profit of Rs. 559.31 Lakhs in the previous year.
c. Euro Forbes Limited
Euro Forbes Limited having registration number 145214 is a Wholly Owned Subsidiary of
the Company, 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 FHoldings and/or any other approved
projects by Jebel Ali Free Zone.
Total Revenue booked for the financial year ended March 31, 2025, was Rs. 3.50 Lakhs,
entirely comprising other income. Net Loss After Tax was Rs. 1.65 Lakhs as compared to a
profit of Rs. 0.39 Lakhs in the previous year.
d. Forbes Lux FZE Dubai
Forbes Lux FZE having registration number 147235, is a Wholly Owned Subsidiary 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, 2025, was Rs. 50.74 Lakhs,
entirely comprising of other income. Net Loss After Tax was Rs. 56.46 Lakhs as compared to
a loss of Rs. 123.23 Lakhs in the previous year.
The Company does not have any material subsidiary. The policy for determining material
subsidiaries of the Company is available at www.eurekaforbes.oom/cms/assets/prod/Policy
on Material Subsidiarv.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/inves tor-re l at ions/financial-in format ion/ subsidiaries-eurekaforbes-ltd/.
Further, your 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, a 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
Your 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-OneThousand 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 Rs. 10/- (Rupees Ten Only) each.
During the year under review, 8,96,237 (Eight Lakhs Ninety-Six Thousand Two Hundred and
Thirty-Seven) 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 available at www.eurekaforbes.
com/media/investor-relations/ESOP-Disclosure/ FY-2024-25.pdf.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Your 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 31,2025.
13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
a. Board of Directors
There was no change in the composition of the Board of Directors during the year under
review.
Sr. No. |
Name of Director |
Designation |
1 |
Mr. Arvind Uppal |
Chairman, Non- Executive, Non- ndependent Director |
2 |
Mr. Pratik Pota |
Managing Director & CEO |
3 |
Mr. Sahil Dalai |
Non-Executive, Non-Independent Director |
4 |
Mr. Vinod Rao |
ndependent Director |
5 |
Mrs. Gurveen Singh |
ndependent Director |
6 |
Mr. Homi Katgara |
ndependent Director |
7 |
Mr. Shashank Samant |
ndependent Director |
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. Arvind Uppal (DIN: 00104992) 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. Arvind Uppal for the
consideration of the Members of the Company at the forthcoming AGM. The relevant details
as required under Secretarial Standard - 2 and Regulation 36 of SEBI Listing Regulations
including profile of Mr. Arvind Uppal is included separately in the Notice of AGM and
Report on Corporate Governance, forming part of this Integrated Annual Report.
b. Key Managerial Personnel (KMP)
Following were the KMPs as on March 31, 2025 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:
f.r' Name of KMP No. |
Designation |
1 Mr. Pratik Pota |
Managing Director & CEO |
2 Mr. Gaurav Khandelwal |
Chief Financial Officer |
3 Ms. Pragya Kaul |
Company Secretary & Compliance Officer |
14. BOARD OF DIRECTORS
a. 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 ("MCA"),
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, 05 (Five) Meetings of the Board of Directors were held.
The details of such meetings held and attended by the Directors during the Financial Year
2024-25 are given in the Report on Corporate Governance forming 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 are
given in the Report on Corporate Governance forming part 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 Policy.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 2024-25, 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 programme for Independent Directors is
available at www.eurekaforbes.com/cms/assets/ prod/Familiarization Programme 2024 25
Final file.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 Committee(s) 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.
As on March 31, 2025, the Board has the following Statutory Committees:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders' Relationship Committee
• Risk Management Committee
• Corporate Social Responsibility Committee
The details of the Board and its Committees along with their terms of reference,
composition, meetings held during the year are given under Report on Corporate Governance
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, assess 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.
Pursuant to Section 134(3)(n) of the Act and Regulation 21 of SEBI Listing Regulations,
the Board has constituted a Risk Management Committee ("RMC") to frame,
implement and monitor the risk management plan of the Company. The RMC is responsible for
reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has
additional oversight in the area of financial risks and controls.
Broadly, key risks identified by the Management covers risk related to Market Risk,
Consumer/Reputation Risk, Supply Chain Risk, Information/Cyber Security Risk People Risk
and Product/Environment Risk.
In line with the Provisions of law, during the year under review, the Company has
reviewed its Enterprise Risk Management Policy.
Further details on the Risk Management activities, including the implementation of risk
management policy, key risks identified and their mitigations are covered in Management
Discussion and Analysis Report, which forms part of this Integrated Annual Report.
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 of the
Company is available at www.eurekaforbes.com/cms/assets/prod/Charter of CSR Committee
And Policy.pdf.
20. AUDITORS AND AUDITORS' REPORT
a. Statutory Auditors:
In 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 13th Annual General Meeting heldon December22, 2022 to hold office for a
term of five consecutive Financial Years from the conclusion of the 13th Annual
General Meeting until the conclusion of the 18th 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 28, 2024, appointed M/s. Mihen Halani &
Associates, Practicing Company Secretaries (Peer Review Certificate No. 6925/2025) as
Secretarial Auditors of the Company to conduct the Secretarial Audit for Financial Year
2024-25.
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.
During the year under review, the Secretarial Auditor has not reported any fraud under
Section 143(12) 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.
In accordance with the amended Regulation 24A of the SEBI Listing Regulations, and
subject to the approval of shareholders at the forthcoming Annual General Meeting
scheduled for September 19, 2025, M/s. Mihen Halani & Associates, Practicing Company
Secretary (Peer Review Certificate No. 6925/2025), has been appointed as the Secretarial
Auditor of the Company for a period of 5 years from Financial Year 2025-26 to Financial
Year 2029-30.
M/s. Mihen Halani & Associates has confirmed that it meets the eligibility criteria
and is not disqualified from being appointed as Secretarial Auditor of the Company.
c. Cost Auditors:
In 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, (Firm Registration Number: 000384),
have carried out the Cost audit of the Company for the Financial Year 2024-25.
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 as to dividend, voting or otherwise 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 the year, the Company has not received any complaint under the Policy
a) Number of complaints of sexual harassment received in the year - NIL
b) Number of complaints disposed-off during the year - NIL
c) Number of cases pending for more than 90 days - NIL
23. COMPLIANCE WITH THE PROVISIONS OF MATERNITY BENEFIT ACT, 1961
Your Company's maternity policy is as perthe provisions of Maternity Benefit Act, 1961
and amendments to it under the Maternity Benefit (Amendment) Bill, 2016. All permanent
female employees are granted up to 182 days of full pay Maternity Leave as provided by the
law, for up to 2 children. The employee should have worked in the organisation for a
minimum period of eighty days in the 12 months immediately preceding the date of her
expected delivery. Employees who are recovering from a miscarriage and adopting mothers
can also avail maternity leave up to 84 days. In case of surrogacy, female employee is
eligible for 180 days of maternity leave. As part of the Group Mediclaim policy for
employees, Normal and Caesarean delivery expenses are covered up to specified limits for
expecting mothers. Your Company's Creche reimbursement policy supports female employees in
taking care of their young children while the employee is at work.
Our Paternity leave policy supports new fathers to take necessary time off to bond with
their baby and assist the mother, with flexibility to avail leaves within 6 months of
child birth
24. 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.
25. CREDIT RATING
During the year under review, CARE Ratings Limited upgraded the Company's Long-Term
Bank Facilities Rating and Issuer Rating from CARE A+/Stable to CARE AA-/Stable. This
marks the Company's second consecutive rating upgrade in the Financial Year 2024-25,
reflecting its strong financial performance and consistent progress.
Additionally, CRISIL Ratings Limited assigned a Corporate Credit Rating of AA-/Stable
to the Company for the first time, further endorsing its creditworthiness and financial
stability.
The details of Credit Rating are available on the website of the Company at www.eurekaforbes.com/
nvestor-relations/shareholders-information/credit-rating.
26. 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
& outgo is attached herewith as Annexure - 4 and forms part of this Integrated Annual
Report.
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In 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/cms/assets/prod/Policy
on Materiality of Related Party 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. A detailed
statement of all RPTs is placed before the Audit Committee every quarter for their review
and noting.
All Related Party Transactions during the Financial Year 2024-25, 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
All Related Party Transactions entered during the year under review are disclosed in
the notes to the Financial Statements. Pursuant to the provisions of Regulation 23(9) of
the SEBI Listing Regulations, the Company has filed half yearly reports to the Stock
Exchanges, for the related party transactions within the prescribed statutory timelines.
28. 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. in 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.
29. 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 the phase of 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 term and short-term incentive programmes.
30. ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92 of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the draft Annual Return of the Company is
available on the website at www.eurekaforbes.com/media/investor-relations/
Fureka-Forbes-Limited-AnnualReturn-FY-2024-25.pdf.
31. PARTICULARS OF EMPLOYEES AND REMUNERATION
Disclosures on 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.
32. WHISTLE BLOWER POLICY
In 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 vigil mechanism provides adequate safeguards
against victimisation of individuals who report concerns under the policy and allows for
direct access to the Chairman of the Audit Committee. During the year, no person was
denied access to the Chairman.
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 Report on Corporate Governance forming part of this
Integrated Annual Report and are made available on the Company's website at: www.eurekaforbes.com/
media/pdf/whistle-blower-pol icy-v2.pdf.
33. 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 with conditions of
Corporate Governance, as required under SEBI Listing Regulations forms an integral part of
this Report and is annexed herewith as Annexure - 6.
34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, a report on
sustainability in the format of Business Responsibility and Sustainability Report (BRSR),
aligned with the Nine (9) principles of the National Guidelines on Responsible Business
Conduct notified by the Ministry of Corporate Affairs, Government of India, forms part of
this Integrated Annual Report as Annexure - 7.
35. 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 2024-25 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.
36. 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
37. INTEGRATED REPORTING
Your Company has diligently prepared an Integrated Annual Report, encompassing a
comprehensive set of financial and non-financial information. This report aims to provide
Members with meaningful insights to facilitate informed decision-making and gain a better
understanding of the Company's long-term strategy and value creation approach. 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.
38. 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.
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On behalf of the Board of Directors of |
|
Eureka Forbes Limited |
|
Arvind Uppal |
Place: Gurugram |
Chairman |
Date: August 11,2025 |
(DIN: 00104992) |
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