Share Wealth

Year End :2022-03

The Consolidated and Standalone Financial Statements of the Company for the year ended March 31,2022 have been prepared in accordance with Indian Accounting Standards (IND-AS), the relevant provisions of sections 129 and 133 of Companies Act, Regulation 33 of Listing Regulations, which have been reviewed by the Statutory Auditors.

2. Reclassification of the Promoters

The Company has filed application with BSE Ltd. for reclassification on July 10, 2022 under Regulation 31A(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, pursuant to the open offer made by Lunolux Limited (“Acquirer”) under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SEBI SAST Regulations”).

The Acquirer on April 25, 2022 acquired from Shapoorji Pallonji and Company Private Limited (“SPCPL”), 63.86% of the total issued and paid-up share capital of the Company represented by 123,555,843 equity shares of ' 10 each in accordance with Regulation 22 of the SEBI SAST Regulations, along with control over the Company, and became a 'promoter' of the Company in accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Acquirer issued letter of offer for the Open Offer on

June 2, 2022 and acquired the remaining shareholding of SPCPL represented by 16,833,552 equity shares of ' 10 each of the Company constituting 8.70% of the equity share capital of the Company. Thus, the total shares held by the Acquirer are 14,03,89,639 equity shares of ' 10 each constituting 72.56% of the equity share capital of the Company. Post the above transactions, SPCPL does not hold any equity shares in the Company and accordingly cease to be the Promoter of the Company.

3. Management Discussion & Analysis Report

Management Discussion and Analysis Report as stipulated under the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) 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.

4. Transfer to Reserves and Dividend

The Directors of your Company do not recommend any dividend for the year ended March 31, 2022. Further, No amount has been transferred to the general reserves during the year.

According to Regulation 43A of the Listing Regulations, the top 1000 listed entities based on market capitalisation, calculated as on March 31, of every financial year are required to formulate a dividend distribution policy which shall be disclosed on the website of the listed entity and a web-link shall also be provided in their annual reports. Accordingly, the Dividend Distribution Policy of the Company is available at www.eurekaforbes.com.

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

I n-line with 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. 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.

6. Material Changes and Commitment 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

Composite Scheme of Arrangement (the Scheme)

The shareholders and other stakeholders are generally informed that, the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench-IV vide its Order dated January 25, 2022 in CP (CAA)/209/MB-IV/2021 in CA(CAA)/55/ MB-IV/2021 approved the Composite Scheme of Arrangement between Aquaignis Technologies Private Limited (The Transferor Company 1' for Part II of the Scheme or 'First Applicant Company'), Euro Forbes Financial Services Limited (The Transferor Company 2' for Part II of the Scheme or 'Second Applicant Company'), Eureka Forbes Limited (The Transferee Company 1' for Part II of the Scheme or 'Transferor Company 3' for Part III of The Scheme or 'Third Applicant Company'), Forbes & Company Limited ('FCL' or 'Transferee Company 2' for Part III of the Scheme or 'Demerged Company' for Part

IV of the Scheme or 'Fourth Applicant Company') And demerger of the demerged undertaking of FCL into Forbes Enviro Solutions Limited ('FESL' or 'Resulting Company' for Part IV of the Scheme or 'Fifth Applicant Company') and their respective Shareholders (“the Scheme”). Pursuant to the Scheme, the name of the Company was changed from Forbes Enviro Solutions Limited to Eureka Forbes Limited.

The Scheme was made effective from February 1, 2022 being Appointed Date. Further, the Company accounted for Demerger in its books of account in accordance with the 'Acquisition Method' of accounting under IndAs 103 (Accounting for Business Combinations) and any other relevant Indian Accounting Standards (Ind-AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013 and other generally accepted accounting principles in India. Hence, we wish to clarify that the Financial Statements for the FY 2021-22 may not be comparable with that of previous year.

7. 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.

8. Subsidiary Companies

As on March 31,2022, the Company has 4 subsidiaries. The Company does not have any associates or joint ventures.

Pursuant to Section 129 of the Companies Act, details of subsidiary companies are set out in the statement in Form AOC-1 is attached herewith as Annexure - 1. Financial Statements of these subsidiaries are available on the website of the Company, www.eurekaforbes.com.

The policy for determining material subsidiaries of the Company has been provided on the website of the Company at www.eurekaforbes.com.

9. Particulars of Loans, Guarantees or Investments

Loans, guarantees and investments covered under section 186 of the Act form part of the notes to the financial statements which forms part of the Annual Report.

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.

Key Managerial Personnel (KMP)

Following were the Key Managerial Personnel as on March 31, 2022 pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr.	Name	Designation
1	Mr. Marzin R. Shroff	Managing Director & CEO
2	Mr. Rajagopalan Sambamoorthy	Chief Financial Officer
3	Mr. Dattaram P Shinde	Company Secretary, Head - Legal & Compliance Officer
We invite your attention to the changes in the composition of the KMP's of the Company, during and post Financial Year and as on the date of the Annual Report:
Sr.	Name	Designation
1	Mr. Pratik Rashmikant Pota	Managing Director & CEO
2	Mr. Gaurav Pradip Khandelwal	Chief Financial Officer
3	Mr. Dattaram P Shinde	Company Secretary, Head - Legal & Compliance Officer

a. Declaration by an Independent Director(s)

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 the Regulation 16 of the 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(“NCA”), Manesar, Gurgaon as mandated in the Companies (Appointment and Qualification of Directors), Rules, 2014. They have also given the online self-assessment proficiency test and cleared the same within the timelines as prescribed by the Ministry of Corporate Affairs (“MCA”), to whomever it was applicable. 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 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, 07 (Seven) meetings of the Board of Directors were held. The details of such meetings held and attended by the Directors during the financial year 2021-22 are given in the Corporate Governance Report which forms part of this Annual Report.

of 2 hours. The policy on Company's familiarisation program for Independent Directors is hosted on the Company's website at www.eurekaforbes.com

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

Four 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 qualifications, experience, expertise, hold highest standards of integrity and are Independent of the Management of the Company.

11. Deposits

The 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.

12. 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 meeting of committee 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.

13. Risk Management Policy and Internal Financial Control

a. Pursuant to section 134 of the Act, the Company has put in place comprehensive Risk Management Policy which inter alia, includes identification of elements of those risks which in the opinion of the Board may threaten the existence of the Company. Further, the Company has adequate risk management mechanism and same is periodically reviewed by the Audit Committee and Board. The major risks identified by the business are systematically addressed through mitigating actions on a continuing basis and cost-effectively risks are controlled to ensure that any residual risks are at an acceptable level.

b. The 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 internal auditor reports directly to the Audit Committee of the Board. 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.

14. Corporate Social Responsibility (“CSR”)

The CSR Policy outlines the Company's contribution to Mother Earth by helping the Planet become Safer, Healthier and Pollution free. Further the policy elaborates about the contribution towards the Society by making the world a happier place to live in and leave the right legacy for children.

The focus area of the Policy includes;

1. Hunger, poverty, malnutrition and health,

2. Education

3. Rural development projects

4. Gender equality and empowerment of women

5. Environmental sustainability

6. National heritage, art and culture

7. Research and development projects

8. Disaster management

9. Benefit of armed forces veterans

10. Rural sports

11. Development projects

Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this Report as Annexure - 2. The CSR Policy is hosted on the website of the Company at “www.eurekaforbes.com”.

15. Auditors and Auditors’ Report

Statutory Auditors

Pursuant to provisions of Section 139 of the Companies Act, read with the Companies (Audit and Auditors) Rules, 2014, M/s. Batliboi & Purohit, (ICAI Firm Registration No. 101048W) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the ensuing Annual General Meeting of the Company. Accordingly, the company is required to appoint New Statutory Auditor who shall hold office till the conclusion of Eighteenth (18^th) Annual General Meeting.

The Board of Directors, on recommendation of Audit Committee, in its Meeting held as on August 12,2022 has considered the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants for the term of Five (5) years commencing from the conclusion of Thirteenth (13^th)

Annual General Meeting till the conclusion of Eighteenth (18^th) Annual General Meeting of the Company.

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants have expressed their willingness to be appointed as Statutory Auditors of the Company and have submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Act and that they have not been disqualified in any manner from appointment as Statutory Auditors.

The Audit Report forms part of the Annual Report. The Auditors have referred to certain matters in their report on Financial Statements to the shareholders, which read with relevant notes forming part of the accounts, is self-explanatory.

There is no fraud in the company during Financial Year April 1, 2021 to March 31, 2022. This is also stated by the auditors of the Company as no fraud has been described in their audit report for the Financial Year ended March 31, 2022.

Secretarial Auditors

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Mihen Halani & Associates, Practicing Company Secretaries were appointed as Secretarial Auditor of the Company for the Financial Year 2021-22.

A Secretarial Audit Report provided by M/s. Mihen Halani & Associates is attached herewith as Annexure - 3 and forms part of this Report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in its Report.

Further, the subsidiaries of the Company as mentioned above are not material subsidiaries. Therefore, the provisions regarding the Secretarial Audit as mentioned in Regulation 24A of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, do not apply to such subsidiaries.

Cost Auditors:

The Company is required to maintain cost accounting records as specified under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and have them audited every year and accordingly, such accounts and records are made and maintained in the prescribed manner.

The Board of Directors of the Company have, on the recommendation of Audit Committee, appointed M/s J. Chandra & Associates, Cost Accountants, as Cost Auditors for the Financial Year 2022-23.

Accordingly, the matter relating to the ratification of the remuneration payable to the Cost Auditors for the Financial Year 2022-23 will be placed at the ensuing Annual General Meeting. Your Company has received consent and eligibility certificate from M/s. J. Chandra & Associates.

Internal Auditor

Pursuant to the provisions of Section 138 of the 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.

16. Share Capital

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. Employees Stock Option Plan: During the year under review, the Company has not granted any Stock Option Plan to the employees.

e. Shares with differential rights - During the year under review, the Company does not has not issued any equity shares with differential rights.

f. 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.

17. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. Internal Compliant Committee (ICC) has been setup to redress complaints received regarding sexual harassment as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the ICC includes external member.

During Financial Year 2021-2022, no complaints on sexual harassment were received by the Company.

18. Compliance with Secretarial Standards

The 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.

19. Share Registrar and Transfer Agent

M/s. Link Intime India Private Limited (SEBI Registration No.: INR000004058) & Transfer Agent (“RTA”) has been appointed as the Company's RTA for shares. The details of Link Intime are mentioned in the Report of Corporate Governance.

20. Listing of Shares

The equity shares of your Company were listed on BSE Limited (BSE) on March 16, 2022.

BSE Scrip Code : 543482 BSE Scrip ID : EUREKAFORBE ISIN No. : INE0KCE01017

21. 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 Directors' Report.

22. Particulars of contracts or arrangements with related parties

I n 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.

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 ended March 31, 2022 were reviewed and approved by the Audit Committee and were also placed before the Board. There were no materially significant transactions with related parties (i.e. transactions exceeding 10% of the annual consolidated turnover) 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.

23. Directors’ Responsibility Statement:

Pursuant to Section 134 of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability, confirm that -

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

b. t hey 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 and loss 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. proper internal financial controls as laid down by the Directors were followed by the Company and that 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.

24. Human Resource Development & Industrial Relations:

The Human Resources (HR) Function has significantly supported the business requirements to fuel organisational growth. The employees have been trained during the course of the year on behavioral and functional skills. The HR Department has worked shoulder to shoulder with the Business in Reorganisation initiatives and helped smooth transition of leaders into new roles. The department also spearheads employment engagement activities across all business verticals and functions thereby promoting teamwork and comradery as well as contributing to the external community.

The HR leaders have actively partnered with Business Heads on manpower management and reorganisation initiatives, and worked on upskilling employees to perform in their new roles.

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 EFL future ready.

25. Annual Return

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company on the following link: www.eurekaforbes.com

26. Particulars of Employees and Remuneration

There are 11 (Eleven) employees who were in receipt of remuneration of not less than ' 102.00 Lakhs (Rupees One Crore Two Lakh only) if employed for the full year or not less than ' 8.50 Lakhs (Rupees Eight Lakh Fifty Thousand only) per month if employed for any part of the year.

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 employees as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection at the Registered Office of your Company during working hours. The Annual Report and Accounts are being sent to the shareholders excluding the aforesaid exhibit. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

27. Whistle Blower Policy / Vigil Mechanism

In Compliance with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulation, the Company has adopted a Whistle Blower Policy. 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 www.eurekaforbes.com

28. Business Responsibility Statement

In terms of the requirements of Regulation 34(2)(f) of the SEBI LODR a report on Business Responsibility forms part of this Annual Report in the format prescribed by SEBI and is annexed herewith as Annexure - 6.

29. 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 Listing Regulations is annexed herewith as Annexure - 7 and forms an integral part of this Board's Report.

30. Code of Conduct:

The Company has adopted a Code of Conduct for Prevention of Insider Trading including policies and procedures for inquiry in case of leak or suspected leak of unpublished price sensitive information, Code for Fair Disclosure and Code of Conduct to regulate, monitor and report trading in securities by the Directors, designated persons and immediate relatives of designated persons of the Company ('Code') in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 ('Insider Trading Regulations').

Pursuant to above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of Insider Trading Regulations. The transactions by designated persons above threshold approved by Board is subject to preclearance by compliance officer. Company Secretary has been appointed as the Compliance Officer for purpose of Insider Trading Regulations.

The Code is available on website of the Company at web link: www.eurekaforbes.com

31. Chief Executive Officer & Chief Financial Officer Certification:

The Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have certified to the Board about compliance by the Company in accordance with Regulation 17(8) read with Part B of Schedule II of the Listing Regulations for the financial year ended March 31, 2022 and the same forms part of this Annual Report.

32. 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.

On behalf of the Board of Directors of Eureka Forbes Limited

(formerly Forbes Enviro Solutions Limited)

Arvind Uppal

Chairman (DIN : 00104992)

Place : Mumbai Dated : October 10, 2022