Dear Members,

The Board of Director of Forbes Precision Tools and Machine Parts Limited hereby submit their 2^nd Annual Report of the business and operations of the Company along with the Audited Financial Statements of the Company for the Financial Year (FY) ended March 31, 2024.

The Company's performance, as per Indian Accounting Standards (IND AS), during the Financial Year under review is summarized as follows: ` in Lakhs

Note: The above figuresare extracted from Financial Statements as per Indian Accounting Standard (‘IND AS") and are prepared in accordance with the principles stated therein as prescribed by the Ministry of Corporate Affairsunder section 133 of the Companies Act, 2013 ("Act") read with relevant rules issued therein.

* The results are not comparable because your Company has been incorporated on August 30, 2022 and had little or no operations till March 1, 2024 (being the Effectivedate). However, in view of the provisions of the Companies Act read along with the Order dated February 9, 2024 passed by Honorable National Company Law Tribunal approving the Scheme of Arrangement. Your Company is required to report the operations from April 1, 2023 (Appointed Date) to March 1, 2024 (Effective date) as its own operations even though the physical transactions were conducted with the legal entity, Forbes & Company Limited (Demerged Company).

The overall macro environment for India has been much better than many or most of the developed and the developing economies. There have been setbacks like continuation of regional conflictswith some parts of the world, and its consequent impacts on the respective currencies, interest rates, access to those markets and commodity prices which may have created some negative influences.However, as it seems today, the inherent strength of India economy coupled with the incentivization and promotion of industry by the Government has been a solid positive and the driver of the Indian economy and we expect the approach and the trend to continue. This period is also a year of central elections for India and the outcome of the same would largely determine the continuation or speeding up of the economic drive. However, with a real GDP Projected to grow at 7.3% in FY 2023-24 and capital expenditure outlay increasing 11% to 11,11,111 crores at 3.4% of GDP and FDI inflows ever increasing, fiscal deficit at 5.1% of GDP, the trend seems to be in favour of and striving for optimum levels of growth. The direction of the Government as stated is to ensure upliftment of the poor, women, youth and farmer with a focus on development that is all-round, all-pervasive and all-inclusive. With such a self adopted mandate the future looks promising and rewarding.

During the year under consideration, your Company has seen many actions of consolidation and these are discussed hereunder followed by the discussion on results. The demerged business allows your Company's Management to focus specifically on the core and growth oriented businesses, namely Precision Tools. During the year, major actions have been taken in various areas and the key points are being summarized hereunder for the better understanding of all its stakeholders.

Your Company has been incorporated on August 30, 2022 as a wholly owned subsidiary of Forbes & Company Limited to carryout the Precision Tools business after approval and implementation of the Scheme. Subsequently to the before receipt of all relevant approvals, it will also be listed on BSE Limited, the application for which has already been made.

• Your Company had approved the Scheme of Arrangement ("Scheme") between the Forbes & Company Limited ("FCL" or the "Demerged Company") and Forbes Precision Tools and Machine Parts Limited ("FPTL" or the "Resulting Company") 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 Arrangement involving demerger of Precision Tools business of the Forbes & Company Limited into Forbes Precision Tools and Machine Parts Limited. The Scheme is subject to necessary approvals by the Stock Exchanges, Securities and Exchange Board of India, Shareholders and Creditors of the Company, as may be applicable, Jurisdictional Bench of National Company Law Tribunal ("NCLT") and such other statutory and regulatory approvals as may be required.

• During the FY 2023-24, The Hon'ble Mumbai Bench of National Company Law Tribunal (NCLT) granted its approval to the Scheme of Arrangement as filedby Forbes & Company Limited vide order dated February 09, 2024. The Appointed Date as per the Scheme was April 01, 2023 and the EffectiveDate of the Scheme was March 01, 2024 and consequently, all the operations of Precision Tool Business are now a part and parcel of your Company. The relevant documents for obtaining in-principal approval for listing been submitted to BSE Limited and Securities and Exchange Board of India.

• For the information of shareholders, the following assets (at book value) were a part of the Scheme of Arrangement which moved from Forbes & Company Limited to your Company on April 01, 2023. The details are summarized hereunder (Amounts in ` lakhs)

On the Effective date of the Scheme of Arrangement 485 Nos of employees of the Forbes & Company Limited were transferred to the Company.

Precision Tools business achieved a reasonable 12% year-on-year growth, however, accompanied by significant profit improvement despite encountering challenges in international markets due to the geopolitical crisis in Middle East and Europe, impacting our operations in Russia, Israel and Europe. Our investment strategies yielded substantial returns, particularly evident in the doubling of our High-Speed Drills portfolio in the last fiscal year. Centre drill manufacturing set up was installed successfully with substantial capacity thereby increasing the product range within the High-Speed Steel Drills portfolio. Further, the acquisition of international accounts in the Far East and Americas contributed significantly to the revenue, while simultaneously enhancing our market share domestically. The growth trajectory extended to our flagship High Speed Steel Taps business, which expanded across various segments with the addition of new customers in the export market. Strengthening our product development capabilities and operational efficiencies allowed us to offer innovative technological solutions for emerging applications. Investments in new technology, which will become operational in current financialyear will further broaden our Carbide Taps portfolio, drawing increased market interest in this segment. Our commitment to advancing technology and fortifying the supply chain ensures that we meet the evolving quality and supply demands of our customers. Continued investments in new technology, machinery, and software systems facilitate accelerated product development with consistency and precision. Efforts to elevate brand visibility and product promotion through domestic and international exhibitions were fruitful, with engagements at EMO at Hannover, Engimech at Gandhinagar, and Hand Tools Expo at New Delhi. These initiatives aimed to keep customers informed about our latest offerings, particularly in high-end threading and long drilling solutions. The Precision Tool portfolio made significantstrides in penetrating key accounts and developing channel partners to meet future growth requirements. Our cutting tools portfolio garnered widespread acceptance across multiple sectors, including Aerospace, Defense,

Die & Mould, Valve Industries, and Auto component manufacturing. Successful demonstrations of product superiority enabled us to secure long term relationships with focus key accounts. In response to inflatedinput costs, we implemented price increases across our portfolio, which we were able to successfully pass on to our customers. Strong measures in supply chain management and volume-based negotiations further contributed to the improved profitability.We continue to explore and innovate our product portfolio for various product groups, and we continually seek to introduce new products in all possible geographies in and outside India. The overall export market has not been very encouraging and despite volume drops from Russia, Israel and Europe, our CS Taps & Carbide Rotary Burrs business exhibited decent double-digit growth, underscoring our resilience in the face of market fluctuations. Our business remains aligned with emerging opportunities in India's Defense, Railways, and electronic industries through the Make in India initiatives. Channel sales play a pivotal role in our growth strategy, with expansions facilitated by the appointment of channel partners in previously unrepresented territories. We believe this India opportunity is vast and it will be a test of our sales channel ability to extract the best from this markets which will limit the growth. International sales efforts focus on targeted geographies, complemented by product development tailored for markets such as South Americas, GCC, the Far East etc. with focus on large contracts with well recognised Brands operating across the globe.

* There were no business operations during the FY 2022-23 and are hence not comparable and therefore the figuresfor the earlier years not presented.

During the year Company has achieved total standalone revenue (including other income) of ` 22,955.60 Lakhs (previous year ` nil). Standalone EBIDTA is ` 5243.48 Lakhs (previous year ` (1.18) Lakhs), a significant increased mainly as theactivitystarted this financial year.

Consequent to the above, during the year standalone PBT is ` 3983.03 Lakhs (previous year ` (1.18) Lakhs)

The tax liability for the year was computed ` 1,011.92 Lakhs and the resultant profitafter tax was ` 2,971.11 Lakhs (previous year `(1.18) Lakhs)

During the year standalone profit after other comprehensive income is` 2,977.40 Lakhs (previous year ` (1.18) Lakhs)

During the year Gross Block is ` 22,571 Lakhs (previous year ` Nil) on account of Scheme of Arrangement.

Total standalone borrowing is ` 542.40 Lakhs (previous year ` nil) as a result of the Scheme of Arrangement.

Our success as an organization depends on our ability to identify opportunities and leverage them while mitigating the risks that arise while conducting our business. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Some of the opportunities and key risks, anticipated impact on the Company and mitigation strategy is as follows:

Your Company monitors external market trends and collates consumer insights to develop category and brand strategies. The Company actively searches for ways to translate the trends in consumer preference and taste into new technologies for incorporation into future products. We develop product ideas both in-house and with selected partners to enable us to respond to rapidly changing consumer trends with speed. The Company is dedicated to ensuring that its vendors, suppliers, contractors etc. work in a healthy and safe environment while delivering on the expected standard. Given our dependency on Automotive sector, one more aspect of risk is the way the development of this industry will evolve due to the Electric initiatives of the sector. The trends of this industry moving to differentfuel options will impact the demand of the consumer and we will have to align ourselves and remain abreast of the happenings to be able to have an important share in contributing to this aspect.

Political uncertainty or volatile economic uncertainty may adversely affect the reduced demand and could restrict revenue growth opportunities. The Company has broad based diversifiedbusinesses catering to various industry segments and diverse markets and hence may not get affected by such uncertainty.

Compliance with laws and regulations is an essential part of your Company's business operations. We are subject to laws and regulations in diverse areas as product safety, product claims, trademarks, copyright, patents, competition, employee health and safety, the environment, Water and Air Pollution, corporate governance, listing and disclosure, employment, and taxes. Frequent changes in legal and regulatory regime and introduction of newer regulations with multiple authorities regulating same areas lead to complexity in compliance. We closely monitor and review our practices to ensure that we remain complaint with relevant laws and legal obligations.

Your Company's operations are increasingly dependent on IT systems and the management of information.

Increasing digital interactions with customers, suppliers and consumers place even greater emphasis on the need for secure and reliable IT systems and infrastructure, and careful management of the information that is in our possession. The cyber-attack threat of unauthorized access and misuse of sensitive information or disruption to operations continues to increase. To reduce the impact of external cyber-attacks impacting our business, we have sufficientsecurity measures including firewalls and threat monitoring systems in place, complete with immediate response capabilities to mitigate identifiedthreats. Our employees are trained to understand these requirements.

The Company's factories consume power for the manufacturing and for the purpose of air cooling. The Company identifies it as a critical resource and gives it due attention to optimize its use including using green source like solar power etc. The Company has initiated over the year installation of solar system within its factory. Though this has met only partial demand, attempts have been made to look at the opportunity and enlarge the scope of such coverage.

The Company has already initiated to install an internal control system, which ensures that all transactions are recorded satisfactorily and reported and that all assets are protected against loss from unauthorized use or otherwise. The internal control systems are supplemented by an internal audit system. The findingsof such internal audits will be periodically reviewed by the management and suitable actions taken to address the gaps, if any. The Audit Committee of the Board will meet at regular intervals to address significantissues raised by both the Internal Auditors and the Statutory Auditors. The process of internal control and systems, statutory compliance, information technology, risk analysis and risk management are inter-woven to provide a meaningful support to the management of the business. M/s Sharp & Tannan Associates, the Statutory Auditors of the Company has audited the financial statements included in this annual report and has issued a report on our internal financial controls over financialreporting as definedin Section 143 of the Act.

The fiscalyear 2023-24 started with promising business results across all the Product Categories. The focus of Human Resources Function was in the areas of Safety, Health & wellbeing of the employees, Talent Acquisition, Performance Management, Capability Development for making future ready organization. New joinees have undergone the induction program for their integration with the culture, values systems of the Company. Performance Management System workshop was conducted for aligning functional Key Result Areas and Performance Indicators in line with annual business plan. People Capability Development programs were organized to strengthen employee competence and improve productivity. The Leadership Development Program for the some Leaders & Managers was conducted to strengthen competence in Change Management,

Collaborative working, Customer Centricity & Driving Execution. In addition, Value Selling and Customer Centricity training program was also conducted for the sales professionals for the competency development in value selling and Channel Management. While on the subject, the Board specifically thanks its employees, its union and the Management who have worked cordially and peacefully, leveraging the synergies the operations offer. The Company also signed a 5 year labour settlement agreement which shall now be valid till end of 2028.

Presently the Company does not have any subsidiaries nor joint ventures

This being the first year of operations (FY 2023-24) your company has decided to preserve its resources and has hence not recommended any Dividend for the current financialyear under review. No amount has been transferred to the reserves during the year.

The paid-up Equity Share Capital of the Company is increased from ` 5 Lakhs divided into 50,000 Equity shares of ` 10 each to ` 5,159.45 Lakhs divided into 5,15,94,464 equity shares of `10 each pursuant to the Scheme of Arrangement. The existing paid up equity share capital of the Company comprising of 50,000 equity shares of ` 10 each were cancelled pursuant to the order passed by the Hon'ble Mumbai Bench of National Company Law Tribunal (NCLT).

The Authorised Share Capital of the Company is increased from ` 5 Lakhs divided into 50,000, Equity Shares of ` 10 each to ` 7800 Lakhs (divided into 7,80,00,000 Equity Shares of ` 10 each. During the year under review, the Company has not issued any other shares with differential voting rights or sweat equity shares and has not granted any stock options.

The Board is pleased to inform the stakeholders that the Company is Net Debt Free as on March 31, 2024. The Company will continue to focus on judicious management of its working capital. Relentless focus on receivables, inventories, strict cost control and use of alternative borrowing instruments, where possible, and the sale of assets has helped in keeping the borrowings and effective interest cost under control.

The Company has not accepted deposits from public falling within the ambit of Section 73 of the Act and The Companies (Acceptance of Deposits) Rules, 2014.

Particular of Loans, Guarantees and Investments covered under provisions of section 186 of the Act are given in the notes to the Financial Statements, if any.

All related party transactions that were entered into during the financialyear were on arm's length basis and were in the ordinary course of business. There were no material related party transactions made by the Company with Promoters and Directors, which may have a potential conflict with the interest of the Company at large. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

Pursuant to provision of Section 177 of the Act and Regulation 22 of SEBI LODR, the Board has established a vigil mechanism for the Directors and employees of the Company to report genuine concerns about unethical behaviour actual or suggested fraud or violation of the Company's Code of Conduct or ethics with effectfrom April 1, 2024. The Company has in place Whistle Blower Policy to provide mechanism for Director or employee of the Company to approach the Chairman of the Audit Committee. The Policy is also available on the website of the Company.

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, senior management personnel and their remuneration. Remuneration Policy of the Company acts as a guideline for determining, inter alia, qualification,positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of the performance of the Director, Key Managerial Personnel and senior managerial personnel. Nomination and Remuneration Policy is annexed as Annexure "I" to this report.

The requirements under Regulation 34 (2)(f) and the proviso thereof of the SEBI (Listing Obligations and Disclosure Requirements), 2015 is not applicable to the Company as the Company was unlisted public Company during the FY 2023-24.

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 with 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 FY 2023-24, no complaints on sexual harassment were received.

The guiding principle of the Code of Corporate Governance is ‘harmony' i.e., balancing the need for transparency with the need to protect the interest of the Company and balancing the need for empowerment at all levels with the need for accountability. A detailed report on Corporate Governance forms part of Annual Report. The ‘Management Discussion and Analysis' forms part of this report.

The provisions of Section 135 of the Companies Act, 2013 related to Corporate Social Responsibility were not applicable on the Company for the year under review.

The Company is presently unlisted and there is no mandatory requirement for formation of the Risk Management Committee. This role is however being undertaken by the Board of Directors within the Board meetings.

There are no significantmaterial orders passed by the Regulators / Courts, other than Scheme of Arrangement already mentioned earlier, which would impact the going concern status of the Company and its future operations.

As per provisions of Section 152(6) of the Act, Mr. Jai Mavani (DIN: 05260191) is due to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board of Directors recommends his re-appointment as Director of the Company. Mr. D. Sivanandhan, Ms. Rani Jadhav and Mr. Nikhil Bhatia were appointed as Non Executive, Independent Directors with effectfrom Mrach 30, 2024 for a term of 3 Years and are not liable to retire by rotation. Mr. Marzin R. Shroffand Mr. Jai Mavani were appointed as Non- Executive, Non Independent Director with effectfrom March 30, 2024 and are liable to retire by rotation. Mr. Mahesh C. Tahilyani was appointed as Managing Director with effect from April 1, 2024 for a period of 3 years. The Company has received declarations from all the Independent Directors of the Company confirmingthat they meet with the criteria of Independence as prescribed both under the Act and SEBI LODR and there has been no change in the circumstances which may affect their status as Independent Directors during the year. All Independent Directors have registered themselves with the Indian Institute of Corporate Affairsfor the inclusion of their name in the data bank of independent directors, pursuant to the provision of Rule 6 (1) of Companies (Appointment and Qualification of Directors) Rules, 2014. Further, they have confirmedthat they shall comply with other requirements, as applicable under the said rule. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company. One of the Directors holds 8128 Equity shares of the Company and is entitled to all rights and obligations as of other shareholders.

Independent Directors are familiarized with their roles, rights and responsibilities in the Company. Further Mr. Ravinder Prem, Mr. Nirmal Jagawat and Ms. Rupa Khanna ceased to be Director of the Company with effectfrom the closure of business hours of March 31, 2024. As on date of this report, Mr. Mahesh C. Tahilyani, Managing Director, Mr. Vikram Nagar, Chief Financial Officerand Ms. Rupa Khanna, Company Secretary & Compliance Officerare the Key Managerial Personnel of the Company appointed with effectfrom April 1, 2024.

The details pertaining to the composition of the Audit Committee of the Board of Directors are included in the Corporate Governance Report which forms part of this report.

The Board met at least once in each quarter and 6 (six) meetings of the Board were held during the year and the maximum time gap between two Board meetings did not exceed the time limit prescribed in the Act. The details have been provided in the Corporate Governance Report.

Pursuant to the provisions of Section 134(5) of the Act, the Directors, based on the representations received from the operating management, confirm that: (i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) 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 affairsof the Company at the end of the financial year and of the profit or loss of the Company for that period; (iii) they have taken proper and sufficientcare to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and detecting fraud and other irregularities; (iv) they have prepared the annual accounts on a going concern basis; (v) they have laid down internal financialcontrols to be followed by the Company and that such internal financialcontrols are adequate and are operating effectively; and (vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

There are no qualificationsstated in the audit report and hence there is nothing specificto comment on the Audit Report, other than the comments mentioned in the report itself, which are self-explanatory.

Pursuant to the provisions of section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s Sharp & Tannan Associates (ICAI Firm Registration No.109983W) are Statutory Auditors of the Company till the conclusion of the 5^th Annual General Meeting of the Company. 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.

The Cost Audit for ‘Precision Tool Business' was conducted by Kishore Bhatia & Associates the Cost Auditor of Forbes & Company Limited for 11 months April 1, 2023 to February 29, 2024. Since the appointed dated of the scheme of arrangement was April 1, 2023 the Company would be required to undertake the cost audit for the ‘Precision Tool Business' for the Financial Year 2023-24 from Kishore Bhatia & Associates. As on the date of the report the Board of Directors of the Company have, on the recommendation of the Audit Committee, appointed M/s. Kishore Bhatia & Associates, Cost Accountants, as Cost Auditors for the FY 2023-24 and 2024-25 on a remuneration of ` 2.5 lakhs plus applicable taxes and out of pocket expenses for each financial year i.e 2023-24 and 2024-25.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed MMJB & Associates LLP, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as Annexure ‘II'. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

(a) The information required pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company. (b) Information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014 is annexed herewith as Annexure ‘III'.

Pursuant to section 92(3) read with section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the website of the Company viz. www.forbesprecision.co.in

During the financial year, neither any application nor any proceding is initiated against the Company under the Insolvency and Bankruptcy Code 2016.

During the financialyear no settlements were made by the Company with any Banks or Financial Institutions.

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differmaterially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply, input costs, availability, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

Your Directors acknowledge and thank all stakeholders of the Company viz. customers, members, employees, dealers, vendors, banks and other business partners for their valuable sustained support and encouragement. Your Directors look forward to receiving similar support and encouragement from all stakeholders in the years ahead.