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, 2023.

1. Financial Highlights

The Consolidated and Standalone Financial Statements of your Company for the Financial Year ended March 31, 2023 have been prepared in accordance with Indian Accounting Standards (IND-AS), the relevant provisions of Sections 129 and 133 of the Companies Act 2013 ("Companies 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 H 2,09,083.84 Lakhs, 445.37 % higher compared to H 38,337.71 Lakhs in Financial Year 2021-22.

• Total Standalone Revenue from Operations for the year increased to H 2,08,041.88 Lakhs vis-?-vis H 38,100.13 Lakhs in Financial Year 2021-22

• Standalone Profit before Tax for the year was H 2,693.99 Lakhs vis-?-vis H 689.52 Lakhs in Financial Year 2021-22.

• Standalone Profit after Tax for the year was H 1,708.02 Lakhs compared to H 280.30 Lakhs in Financial Year 2021-22

• Consolidated income, comprising Revenue from Operations and other income, for the year was H 209,473.84 Lakhs, 445.39% higher compared to H 38,407.66 Lakhs in Financial Year 2021-22.

• Total Consolidated Revenue from Operations for the year increased to H 208,450.51 Lakhs vis-?-vis H 38,175.01 in Financial Year 2021-22

• Consolidated Profit before Tax for the year was H 3851.16 Lakhs vis-?-vis H 706.23 Lakhs in Financial Year 2021-22.

• Consolidated Profit after Tax for the year was H 2647.22 Lakhs compared to H 261.52 Lakhs in Financial Year 2021-22.

Composite Scheme of Arrangement (the Scheme)

Pursuant to the Composite Scheme of Arrangement between Aquaignis Technologies Private Limited, Euro Forbes Financial Services Limited, Eureka Forbes Limited, Forbes & Company Limited (FCL or Demerged Company) and demerger of the demerged undertaking of FCL into Forbes Enviro Solutions Limited (FESL or Resulting Company) and their respective Shareholders, the name of FESL was changed from Forbes Enviro Solutions Limited to Eureka Forbes Limited. The Scheme was made effective from February 01, 2022 being Appointed Date. Further, the Company accounted for Demerger in its books of account for the year ended March 31, 2023. Hence, we wish to clarify that the Financial Statements for the Financial Year 2022-23 may not be comparable with that of previous year.

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. Change in Promoters

During the year under review, Shapoorji Pallonji and Company Private Limited ("SPCPL"), the erstwhile Promoter of the Company transferred their entire shareholding of 14,03,89,639 shares, aggregating to 72.56% of the paid up capital of the Company to Lunolux Limited (Special Purpose Vehicle managed by Advent International Corporation, USA) pursuant to the Share Purchase Agreement dated September 19, 2021.

Further, the Company had received applications from SPCPL and Forbes Campbell Finance Limited ("FCFL"), the erstwhile Promoter Group of the Company vide their letter dated April 26, 2022 for reclassification from the ‘Promoter & Promoter Group' category to the ‘Public Shareholder' category, in accordance with the applicable rules and regulations.

Accordingly, the Company had filed an application with BSE Ltd on July 22, 2022 pursuant to Regulation 31A of SEBI Listing Regulations for re-classification of SPCPL and FCFL as Public Shareholder of the Company.

The Company received approval from BSE Ltd vide its letter dated January 06, 2023 for the above reclassification.

As on the date of this report, the Promoter of your Company is Lunolux Limited (a Company incorporated in Cyprus).

5. 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 Annual Report. It provides details about the overall industry structure and development, opportunities and threats, performance of various products, outlook, risks and concerns.

6. 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.

7. Transfer to Reserves

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

8. Unclaimed Dividend to Investor Education and Protection Fund (IEPF)

As per the provisions of the Companies Act, 2013 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. However, there has been no declaration of dividend so far, therefore the transfer of unpaid dividend and the shares on which dividend has not been paid or claimed, to Investor Education and Protection Fund (IEPF) is not applicable to the Company.

9. 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.

10. 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.

11. Subsidiary, Joint Venture and Associate Companies

Your Company has three (03) Direct Subsidiaries and one (01) Step-down Subsidiary, the details of which 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, 2023 was H 491.64 lakhs (including H 9.34 lakhs as other income). The Loss after Tax for the current year was H 74.13 lakhs as compared to a profit of H 6.47 lakhs in the previous year.

b. Infinite Water Solutions Private Limited

Infinite Water Solutions Private Limited having CIN: U74999MH2008PTC180918 is a wholly owned subsidiary (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, 2023 was H 5346.86 lakhs (including H 8.36 lakhs as other income). The Profit after Tax for the current year was H 701.51 lakhs as compared to a profit of H 553.17 lakhs in the previous year.

c. Euro Forbes Limited

Eure 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, 2023 was Nil. Net Loss After Tax was H 7.38 lakhs as compared to a loss of H 2.42 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 distribute 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, 2023 was H 525.71 (including H 3.47 lakhs as other income).

Net Loss After Tax was H 617.84 lakhs as compared to a loss of H 0.63 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/pdf/PolicyonMaterialSubsidiary.pdf

Pursuant to Section 136 of the Companies Act, 2013, 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 Companies Act, 2013, 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.

12. Increase in Authorized Share Capital:

The Authorised Share Capital of the Company was increased from H 2,00,00,00,000/- (Rupees Two Hundred Crores only) to H 2,50,00,00,000/- (Rupees Two Hundred and Fifty Crores only) during the year under review.

Consequent to the above, the Authorised Share Capital of the Company as on March 31, 2023 stood at H 2,50,00,00,000/-

(Rupees Two Hundred and Fifty Crores only) divided into 25,00,00,000 (Twenty-Five Crores) Equity Shares of face value of H 10/- (Rupees Ten only) each.

The Paid-up Share Capital of the Company as on March 31, 2023 stood at H 1,93,47,92,400/- (Rupees One Hundred and Ninety-Three Crores Forty-seven Lakhs Ninety-Two Thousand and Four Hundred only) divided into 19,34,79,240 (Nineteen Crores Thirty-Four Lakhs Seventy-Nine Thousand Two Hundred and Forty only) Equity Shares of face value of H 10/- (Rupees Ten only) each.

13. 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 Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

ESOP 2022 was conceptualised with a view to motivate the key work force seeking their contribution to the corporate growth, to create an employee ownership culture, to attract, retain, incentivize, 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 Ninety-Seven) options exercisable into not more than 1,75,21,597 fully paid-up equity shares of H 10/- (Rupees Ten Only) each.

Pursuant to Shareholders' Resolution passed on April 19, 2023 at the Extra-Ordinary General Meeting of the Company, the members have consented to grant Mr. Pratik Rashmikant

Pota, Managing Director & CEO of the Company, stock options equal to or exceeding 1% of the issued capital of the Company (excluding outstanding warrants and conversions) during any one Financial Year.

During the year under review, no options were granted to any employee of the Company. However, between the year end and date of this report your Company has granted 1,51,26,130 (One Crore Fifty-One Lakhs Twenty-Six Thousand One Hundred and Thirty Only) Stock Options 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.pdf

14. 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 Annual Report and are given in the Notes to the Standalone Financial Statements for the Financial Year ended March 31, 2023.

15. Board of Directors, Key Managerial Personnel and Senior Management Personnel i. Board of Directors

Note:

1. Mr. Homi Adi Katgara was appointed as Independent Director and elected as Chairman of the Board with effect from January 31, 2022. Mr. Homi Adi Katgara resigned as Chairman of the Board with effect from April 26, 2022 and continues to be Independent Director of the Company.

2. Date of cessation.

None of the Directors are disqualified for 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.

ii. Key Managerial Personnel (KMP)

Following were the Key Managerial Personnel (KMP) as on March 31, 2023 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:

The following ceased to be KMPs of the Company, during the Financial Year:

iii. Senior Management Personnel (SMP)

Following are the changes in the SMP during and post Financial Year:

Note:

1. Date of cessation

16. 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 ("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, 09 (Nine) Meetings of the Board of Directors were held. The details of such meetings held and attended by the Directors during the Financial Year

2022-23 are given in the Corporate Governance Report which forms part of this Annual Report.

The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013 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-?-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 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 Companies Act, 2013 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 atwww. eurekaforbes.com/media/investor-relations/Nomination-and-Remuneration-Policy-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 familiarize 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 2022-23, familiarization 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 Companies Act, 2013 and SEBI Listing Regulations and other matters.

ThepolicyonCompany'sfamiliarizationprogramforIndependent 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

Three Independent Directors were appointed in the Company during the year. The Board after taking their 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.

17. 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 Committee(s) 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 Annual Report.

18. 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.

19. 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 cover risks related to regulations, market, reputation, Supply, People, and Information technology.

20. 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 partly by the internal resources and the balance activity outsourced to Chartered Accountants firms. As part of the efforts to evaluate the effectiveness of the internal control systems, the internal audit department reviews the control measures on a periodic basis 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.

21. 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 provide every Indian access to healthy water, pure air and clean earth, both at home and outside.

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 atwww.eurekaforbes. com/media/pdf/CSR-Policy.pdf.

22. Auditors and Auditors' Report: a. Statutory Auditors:

In terms of provisions of Section 139 of the Companies Act, 2013 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 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 Companies Act, 2013. b. Secretarial Auditors:

The Board at its meeting held on May 30, 2022, 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 2022-2023.

The Secretarial Audit Report is annexed herewith as Annexure - 3 to this Report. The Secretarial Auditors had certain comments which are as follows:

Auditors Comment

The Company got listed on BSE Limited on March 16, 2022 and has set up the appropriate processes and systems. Two RMC Meetings of the Company for the Financial Year 2022- 23 were held on January 18, 2023 and March 14, 2023.

During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Companies Act, 2013.

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:

In terms of provisions of Section 148(1) of the Companies Act, 2013 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 2022-23. During the year under review, the Cost Auditor has not reported any fraud under Section 143(12) of the Companies Act, 2013.

d. Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board, based on the recommendation of the Audit Committee at its meeting held on January 31, 2022, had approved the appointment of Mr. Vaibhav Yelekar as Chief Internal Auditor of the Company. However, Mr. Vaibhav Yelekar has resigned from the post of Chief Internal Auditor effective from closing hours of August 9, 2023.

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.

24. 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 also initiated the e-learning tool on POSH for all regular employees and also for induction of new employees.

During Financial Year 2022-2023, no complaints on sexual harassment were received by the Company.

25. 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.

26. Credit Rating

CARE has given the credit rating of CARE A/Stable for long term bank facilities of the Company. The details of Credit Rating are available on the website of the Company at www.eurekaforbes.com/investor-relations/shareholders-information/credit-rating.

27. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

The information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 regarding conservation of energy, technology absorption, and foreign exchange earnings and outgo is attached herewith as Annexure – 4 and forms part of this Annual Report.

28. Particulars of Contracts or Arrangements with Related Parties

In accordance with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Company has a Policy on Related-Party Transactions which is available on the website of the Company at: www.eurekaforbes.com/ investor-relations/corporate-governance/policies.

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 2022-2023, 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 (i.e. transactions exceeding H 1000 crore or 10% of the annual consolidated turnover, whichever is lower) 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 Companies Act, 2013 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.

29. Directors' Responsibility Statement:

Pursuant to Section 134 of the Companies Act, 2013, 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.

30. Human Resource Development & Industrial Relations:

The Human Resources (HR) Function has closely partnered with business to fuel business growth. The HR team has worked on reorganisation initiatives and enabled smooth transition of leaders and employees into the new structure. The team also spearheads employee alignment to overall business goals, create an environment of ownership and create a high performance work culture. In a transformative context, HR function is responsible to hire the right talent, grow employees in terms of skills and raise performance through the right set of incentive and reward programmes.

Thus, the Human Resource function contributes to the accomplishment of the organisation-wide business plan and objectives by building the right capability and helping in making your Company future ready.

31. Annual Return

Pursuant to Section 92 of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company on the following link: www.eurekaforbes.com/ media/investor-relations/Eureka-Forbes-Limited-Annual-Return-2022-23.pdf

32. Particulars of Employees and Remuneration

Disclosures concerning the remuneration of Directors, KMPs and employees as per Section 197(12) of the Companies Act, 2013 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, KMP 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.

33. Whistle Blower Policy/Vigil Mechanism

In compliance with Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, your Company has adopted a Vigil mechanism. The Audit Committee oversees the functioning of this policy. The Company's vigil mechanism/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 ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure.

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

34. 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.

35. 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 2022-23 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 Annual Report as Annexure - 7.

36. 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 2022-23 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.

37. 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.

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.