Forbes & Company Ltd Auditor Reports

To the members of Forbes & Company Limited

Report on the audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of Forbes & Company Limited (hereinafter referred to as "the Company"), which comprise the Balance sheet as at March 31,2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended and Notes to the Standalone Financial Statements, including a summary of material accounting policies and other explanatory information (hereinafter collectively referred as the "Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 (hereinafter referred as "the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed Under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended (hereinafter referred as "Ind AS") and other accounting principles generally accepted in India, of the state of affairs (financial position) of the Company as at March 31,2024, its profit, other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (hereinafter referred to as "SAs") specified Under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors responsibilities for the audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (hereinafter referred as "ICAI") together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to Note 52 of the financial statement in respect of the Scheme of Arrangement approved by the Board of Directors of the Company in their meeting dated 26th September 2022, between the company and Forbes Precision Tools and Machine Parts Limited (FPTL) and their respective shareholders under Section 230 to 232 of the Companies Act, 2013 and other applicable provisions and the rules framed thereunder.

This Scheme is a Scheme of ArrangementRs involving the demerger of the "Precision Tools Business" of the company into FPTL. The FPTL was incorporated on 30th August 2022 as a wholly-owned subsidiary of the Company. The Honourable National Company Law Tribunal (NCLT) of the Mumbai bench approved the scheme via Order No. C.P.(CAA)/303/MB-V/2023 dated 9th February 2024. The certified true copy of the order was received on 22nd February 2024 and filed with the Registrar of the Company on 1st March 2024. The Scheme became effective/operative from the effective date of March 1,2024, with this, the Precision Tools business of the company being transferred to and vested in FPTL with effect from the appointed date i.e., April 1, 2023.

Our opinion is not modified in respect of this emphasis of matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report;

S. No. Key Audit Matter (KAM)	Auditors Response
1 Revenue Recognition:	Our audit procedures over the recognition of revenue for Real Estate Development activities included the following:
Revenue recognition for Real Estate Development Activities (Refer Notes 24 and 48 to the standalone financial statements)	• Obtaining an understanding and evaluating the design and testing of the effectiveness of key internal financial controls in respect of revenue recognition for real estate development activities;
Revenue recognition for real estate development activities is considered a key audit matter in view of the involvement of management judgment in establishing the timing of the transfer of control to the customer, the enforceable right to payment for performance completed to date and related disclosures.	• Obtaining an understanding of the Companys accounting policy on revenue recognition for real estate development activities and assessing compliance of the policy with principles enunciated under Ind-AS 115;
	• Obtaining a listing of contracts with customers from the Management;
In respect of real estate development projects, Revenue is recognized upon transfer of control of residential units to customers for an amount that reflects the consideration the Company expects to receive in exchange for those units. The point of revenue recognition is normally based on the terms as included in the intimation for the unit handover to the customer on completion of the project, after which the contract becomes non-cancellable by the parties.	• On a sample basis, evaluating completeness and accuracy of the list of contracts as mentioned above;
	• Examining the mathematical accuracy in respect of the amount recognized as revenue in respect of these customer contracts;
	• Examining the terms of sales agreements, agreement value and other relevant details to validate revenue recognition during the year;
The Company records revenue at a point in time upon transfer of control of residential units to the customers as per requirements of Ind-AS 115 involves significant judgment by the Management.	• Obtaining evidence regarding the transfer of control considering criteria as per Ind-AS 115 and evaluating the enforceability of payment for work completed to date for validating the timing of the transfer of control to the customer; and
	• Evaluated the adequacy and appropriateness of the disclosures made in the standalone financial statements by the management with respect to revenue from the Real Estate Development Activities.
	Based on the above audit procedures performed, we did not come across any significant exceptions with regard to revenue recognition in respect of real estate development activities.
2 Assessment of Provisions and Contingent Liabilities	Our audit procedures included the following:
(Refer Notes 18A, 18B and 38 to the standalone financial statements)	• Understanding the current status of the direct and indirect tax assessments/ litigations & disputes with other parties;
The Company undergoes assessment proceedings and related litigations with direct and indirect tax authorities and with certain other parties. There is a high level of management judgment required in estimating the probable outflow of economic resources and the level of provisioning and/or the disclosures required.
	• Reading recent orders and/ or communication received from the tax authorities and with certain other parties and management responses to such communication;
	• Where relevant, read the most recent available independent tax/legal advice obtained by management and evaluate the grounds presented therein;
The judgment of the management is supported by advice from independent tax and legal consultants, as considered necessary by the management. Any unexpected adverse outcomes could significantly impact the Companys reported profit and financial position.	• Obtaining written confirmations from the Companys legal/ tax consultants (internal/ external ) to confirm the status of the assessments as well as have discussions with them as and when required;
	• Assessing the adequacy of disclosure in the standalone financial statements.
We considered this area as a key audit matter due to the associated uncertainty of the ultimate outcome and significant management judgment involved in the assessment.	Based on the above procedures, we did not identify any material exceptions relating to managements assessment of provisions and contingent liabilities.

Information other than the Standalone Financial Statements and Auditors Report thereon (hereinafter referred as "other information")

The Companys Management and Board of Directors are responsible for the preparation of the other information. The other information comprises the Boards report and management discussion and analysis included in the annual report but does not include the Standalone Financial Statements and our report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance and/or conclusions thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Board of Directors Responsibilities for the Standalone Financial Statements

The Companys Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, the Companys Management and Board of Directors are responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

a) Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has an adequate internal financial controls system in place and the operating effectiveness of such controls.

c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management and the Board of directors.

d) Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

e) Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in the aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government in terms of Section 143 (11) of the Act, we give in "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act and based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under Section 133 of the Act;

e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting; and

g) With respect to the other matters to be included in the auditors report in accordance with the requirements of section 197(16) of the Act, as amended, we report that in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act. The remuneration paid to the director by the company is in excess of the limit laid down under Section 197 of the Act, where request approval is taken in the general meeting. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us;

h) With respect to the other matters to be included in the Auditors Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at March 31, 2024 on its financial position in its Standalone Financial Statements - Refer note 38 to the Standalone Financial Statements.

ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses;

iii. There were no amounts that were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement; and

v. During the year Company has not declared/ paid any dividend hence reporting under rule 11 (f) is not applicable to that extent.

vi. Based on our examination which included test checks, except for the instances mentioned below, the company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit, we did not come across any instance of the audit trail feature being tampered with.

The feature of the recording audit trail (edit log) facility was not enabled at the database level to log any direct data changes for the accounting software used for maintaining the books of account.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 on the preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

Annexure A to the independent auditors report on the standalone financial statements of Forbes & Company Limited for the year ended 31st March, 2024

(Referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" Section of our report on even date)

(i) (a) According to the information and explanation given to us and records examined by us;

(A) The Company is maintaining proper records showing full particulars, including quantitative details and the situation of Property, Plant and Equipment (PPE) of the Company.

(B) The Company is maintaining proper records showing full particulars of the Intangible assets of the Company.

(b) The Company has a program of verification of PPE to cover all the items once in two years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, all the PPE were physically verified by the Management during the previous year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information & explanations given to us and the records examined by us and based on the examination of the registered documents provided to us, we report that the title deeds, comprising all the immovable properties of land and buildings, (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee), are held in the name of the Company as on balance sheet date, except for the following:

Description of property	Gross carrying value (Rs. in Lakhs)	Title deeds held in the name of	Whether title deed holder is a promoter, director or their relative or employee	Period held - indicate range, where appropriate (years)	Reason for not being held in the name of the Company
Land and building in Mumbai and Delhi	19.08	Gokak Patel Volkart Limited	No	15	Administrative procedures for the change of name from Gokak Patel Volkart Limited, 2nd erstwhile name of the Company have not been carried out.
Land, factory building and office premises at Mumbai, Thane, Ahmedabad and Bangalore	1,624.96	Forbes Gokak Limited	No	8-60	Administrative procedures for the change of name from Forbes Gokak Limited, the 3rd erstwhile name of the Company have not been carried out.

(d) According to the information & explanations given to us and the records examined by us, we report that the company has not made any revaluation of PPE (including Right of use assets) or intangible assets or both during the year. Accordingly, reporting on paragraphs 3 Clause (i) (d) of the Order is not applicable to the Company.

(e) According to the information & explanations given to us, we report that there is no proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder. Accordingly, reporting on paragraphs 3 Clause (i) (e) of the Order is not applicable to the Company.

(ii) In our opinion and according to the information and explanations given to us;

(a) the physical verification of inventory has been conducted at reasonable intervals by the management during the year and, in our opinion, the coverage and procedure of such verification by Management is appropriate. Inventory lying with the third parties have been substantially confirmed by them. The discrepancies noticed on physical verification of inventory as compared to book records were not more 10% or more and have been appropriately dealt with in the books of accounts. In the case of real estate work in progress inventories have been physically verified by the management during the year by way of site visits and no material discrepancies were noticed on such physical verifications.

(b) during the year the company has renewed/sanctioned its working capital facility in excess of five crores rupees, in aggregate, from banks on the basis of security of current assets; based on our verification of quarterly statements filed by the company with such banks or financial institutions are in agreement with the books of account of the Company.

(iii) In our opinion and according to the information and explanations given to us;

(a) During the year the Company has given loans to one subsidiary and one fellow subsidiary. The aggregate amount during the year, and balance outstanding at the Balance Sheet date with respect to such loans and guarantees to the subsidiary are as per the table given below:

Particulars	Guarantees	Investment	Loans	Advances in the nature of loans
Aggregate amount during the year to subsidiaries/JVs	-	-	175.00	-
Balance outstanding as at Balance Sheet date in respect of the above case
-Subsidiaries	-	-	6,510.73#	-
-Fellow Subsidiary	-	-	-	-

# The loan given by the company has been fully provided. These closing balances do not include the closing balances of loan amount receivable from subsidiaries carried from the effect of the scheme of merger, however, the same amount has been fully provided by the company in the previous year.

(b) In respect of the aforesaid loans, the terms and conditions under which such loans were granted/investments were made are prejudicial to the Companys interest.

(c) The loans given by the company are repayable on demand and/or fully provided. Therefore, the question of our commenting on the regularity of repayment of principal and payment of interest does not arise.

(d) The loans given by the company are repayable on demand and/or fully provided since they are considered non-recoverable in view of the reasons stated in Note No.10 to the financial statements Therefore, the questions of our commenting on whether there is any amount which is overdue for more than ninety days does not arise.

(e) There were no loans/advances in the nature of the loan which fell due during the year and were renewed/extended. Further, no fresh loans were granted to the same parties to settle the existing overdue loans/advances in the nature of the loan.

(f) Following loans were granted during the year, including to related parties under Section 2(76), which are repayable on demand or where no schedule for repayment of principal and payment of interest has been stipulated by the company.

Rs. In Lakhs

Particulars	All Parties	Promoters	Related Parties
Aggregate of loans/advances in nature of loan repayable on demand	175.00	-	175.00
Percentage of loans/advances in nature of loans to the total loans	2.69%	-	2.69%

(iv) According to the information and explanation provided to us, in respect of loans, investments, guarantees and security, the Company has complied with provisions of Section 185 and Section 186 of the Act.

(v) According to the information and explanations given to us, there is not any public deposit as such in the company during the year and no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal. Accordingly, reporting on paragraphs 3 Clause (v) of the Order is not applicable to the Company.

(vi) The Central Government has specified maintenance of cost records under Section 148(1) of the Act. We have broadly reviewed these records relating to materials, labour and other items of cost maintained by the Company and are of the opinion that, prima facie, the prescribed cost accounts and records have been prepared and maintained. We have not however made a detailed examination of records with a view to determine whether they are accurate or complete.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) in our opinion, the Company is regular in depositing the undisputed statutory dues, including Goods and Services Tax, Provident Fund, Employees State Insurance, Income tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess, and other material statutory dues, as applicable, with the appropriate authorities as per the records of the company examined by us.

(b) Details of dues of statutory dues that have not been deposited as on March 31, 2024 on account of disputes are given below:

Name of the Statute	Nature of dues	The period to which the amount relates	Forum where the dispute is pending	Amount involved	Amount unpaid
The Income Tax Act, 1961	Income Tax	Assessment Year 2001- 02	Commissioner of Income Tax (Appeals), Income Tax Appellate Tribunal	14.97	14.97
The Finance Act, 1994	Service Tax (including interest and penalty, as applicable)	Financial Years 2007-08 to 2012-13	Customs, Excise & Service Tax Appellate Tribunal	2,385.60	2,293.35
		Financial Year 2005-06, to 2012-13	Commissioner of Service Tax	1,038.89	1,038.89
The Custom Act, 1962	Interest on duty	Financial Year 2011-12	High Court of Kerala	87.84	87.84
The Central Excise Act, 1944	Excise Duty (including interest and penalty)	Financial Years 1999 - 2000	Customs, Excise & Service Tax Appellate Tribunal	1.63	1.63
Sales Tax Laws	Sales Tax (including interest and penalty, as applicable)	Financial Years 1990-91 to 1994-95, 1997-98 to 200607, 2008-09 to 2009-10 & 2013 -14.	Appellate Authority - up to Sales Tax Appellate Tribunal	631.13	603.41
MMC Act, 1888	Property Tax (Including Interest and penalty)	Financial year 2010-11 to 2021-22	Assistant Assessor & Collector - Municipal Corporation of Greater Mumbai	1,034.34	1,034.34
Good and Service Tax Act, 2017	Tax	Financial year 2017-18	GST - Mazgaon Mumbai	369.46	369.46
	Interest and Penalty			175.50	175.50
	Interest on GST	December 2017 to June 2019	Dy. Commissioner of GST	123.94	123.94

(viii) According to the information & explanations given to us and the records examined by us, there are no such transactions which are not recorded in the books of account, which have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961). Accordingly, reporting on paragraph 3 clause (viii) of the Order is not applicable to the Company.

(ix) According to the information & explanations given to us, the company does not have any loans or borrowings from banks or financial institutions or any other lenders during the year. Accordingly, reporting on paragraph 3 Clause (ix) (a), (b), (c), (d), (e) & (f) of the Order is not applicable to the Company.

(x) According to the information and explanations given to us and the records examined by us,

(a) In our opinion and according to the information and explanations given to us, the Company has not raised money by way of an initial public offer or further public offer (including debt instruments). Accordingly reporting on paragraph 3 clause (x) (a) is not applicable.

(b) During the year the Company has not made preferential allotment as per the provision of the act and regulation made by the Securities Exchange Board of India and the requirements of section 42 and section 62 of the Companies Act, 2013 have been complied with. During the year the company has not made the private placement of shares or convertible debentures (fully, partially or optionally convertible). Accordingly reporting on paragraph 3 clause (x) (b) of the order is not applicable to the company.

(xi) According to the information and explanations given to us and during the course of our examination of the books and records of the company,

(a) Carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of material fraud by the Company or on the Company, noticed or reported during the year, nor have been informed of any such case by the management.

(b) Carried out in accordance with the generally accepted auditing practices in India, a report under Section 143(12) of the Act, in Form ADT-4, as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 was not required to be filed with the Central Government. Accordingly, the reporting under clause 3(xi)(b) of the Order is not applicable to the company.

(c) Carried out in accordance with the generally accepted auditing practices in India, and as represented to us by the management, no whistle-blower complaints have been received during the year by the Company. Accordingly, the reporting under clause 3(xi)(c) of the Order is not applicable to the company.

(xii) The Company is not a Nidhi Company and hence reporting under paragraph 3 clause (xii) (a), (b) and (c) of the Order is not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable Ind AS.

(xiv) According to the information and explanations given to us and the records examined by us,

(a) the company has an internal audit system commensurate with the size and nature of its business.

(b) we have considered the internal audit reports of the company issued till the balance sheet date, for the period under audit.

(xv) According to the information and explanations given to us, in our opinion during the year the company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence reporting on compliance with the provisions of section 192 of the Companies Act, 2013 under clause 3(xv) of the order is not applicable to the company.

(xvi) According to the information and explanations given to us and the records examined by us,

(a) the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, reporting on paragraph 3 Clause (xvi)(a) of the order is not applicable to the company.

(b) the Company has not conducted non-banking financial/housing finance activities during the year. Accordingly, reporting on paragraph 3 Clause (xvi)(b) of the order is not applicable to the company.

(c) the Company is not a Core Investment Company (CIC) as defined in the regulations made the Reserve Bank of India. Accordingly, reporting on paragraph 3 Clause (xvi)(c) of the order is not applicable to the company.

(d) The group has five CICs as part of the Group as detailed in note 57(iii) to the standalone financial statements. We have not, however, separately evaluated whether the information provided by the management is accurate and complete.

(xvii) In our opinion and according to the information and explanations given to us, the company has not incurred cash losses in the current year as well as for the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year; accordingly, reporting on paragraph 3 Clause (xviii) of the order is not applicable to the Company.

(xix) According to the information and explanations given to us and on the basis of the financial ratios, aging and expected dates of realization of financial assets and payment of financial liabilities, and other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that company is not capable of meeting its liabilities existing at the date of the balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the companys future viability. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the company as and when they fall due.

(xx) According to the information and explanation given to us and on the basis of the accounts and records examined by us,

(a) we report that the company has calculated the CSR liability as per section 135 of the act and has transferred the amount remaining unspent to the Fund specified in Schedule VII to the Act before the date of our audit report.

(Rs. In Lakhs

Financial Year	Amount to be spent in accordance with section 135(5)	Amount remaining unspent as at the year-end to be transferred to fund under Sch. VII	Amount transferred to Fund under Sch. VII, within 6 months from end of the financial year (or till the date of audit report, if that is earlier)	Amount transferred to Fund under Sch. VII, alter 6 months from end of the financial year (or till the date of audit report, if that is earlier)	Amount not transferred to Fund under Sch. VII, till the date of audit report
2023-24	43.19	41.37	41.37	-	-

(b) In respect of ongoing projects, as at the balance sheet date, the company does not have any amount remaining unspent under section 135(5) of the Act. Accordingly, reporting under paragraph 3 clause (xx) (b) of the order is not applicable to the Company.

(xxi) The reporting under paragraph 3 clause (xxi) of the Order is not applicable in respect of the audit of standalone financial statements of the Company. Accordingly, no comment has been included in respect of said clause under this report.

Annexure B to the independent auditors report on the standalone financial statements of Forbes & Company Limited for the year ended 31st March, 2024

(Referred to in paragraph 2 (f) under the heading, "Report on other legal and regulatory requirements" of our report on even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) Section 143 (3) of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Forbes & Company Limited (hereinafter referred to as "the Company") as of March 31,2024, in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Board of Directors Responsibility for Internal Financial Controls

The Companys Management and Board ofDirectors are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the guidance note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the guidance note and the Standards on Auditing issued by ICAI and deemed to be prescribed Under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Financial Statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of Standalone Financial Statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the Standalone Financial Statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31,2023, based on the internal financial control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (hereinafter referred as "the guidance note") issued by the Institute of Chartered Accountants of India (hereinafter referred as "ICAI").

	SHARP & TANNAN ASSOCIATES Chartered Accountants
	Firms Registration No.: 109983W
	by the hand of
	CA Parthiv S Desai Partner
Mumbai, May 29, 2024	Membership No.: (F) 042624 UDIN-24042624BKFRSS6659