Your Directors have pleasure in presenting their 24^th Annual Report on the business and
operations of the Company together with the Audited Financial Statements for the financial
year ended 31^st March, 2025.

FINANCIAL PERFORMANCE OF THE COMPANY:

(Amount in Lakhs)

FINANCIAL HIGHLIGHTS

The Company's total Revenue (Standalone) for F.Y 2024-25 was Rs. 3,587.16 lakhs as compared
with Rs. 1,653.42 lakhs during the previous year and net profit after tax of Rs. 97.50 lakhs
compared with Rs. 48.69 lakhs during the last year.

The Company's total Revenue (Consolidated) for F.Y 2024-25 was Rs. 10,464.42 lakhs as
compared with Rs. 8,037.65 lakhs during the previous year and net profit after tax of Rs.
1,440.23 lakhs compared with Rs. 1,589.25 lakhs during the last year.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the business of the Company during the year under review.
DIVIDEND/ TRANSFER TO RESERVES:

The Directors do not recommend any dividend for financial year ended 31^st March, 2025 to
conserve the resources.

Also, there has been no transfer to general reserves and the Company would like to retain its
profit this year to strengthen its business.

ANNUAL RETURN:

In accordance with Section 92(3) and 134(3)(a) of the Companies Act, 2013 (hereinafter referred
to as "Act") read with the Companies (Management and Administration) Rules, 2014, the
Annual Return as on 31^st March, 2025 is available on the Company's website
https:/ / foceindia.com/

SHARE CAPITAL:

Authorized Share Capital:

The Authorized Share Capital of the Company is Rs. 12,00,00,000/- (Rupees Twelve Crores
Only) divided into 1,20,00,000 (One Crore Twenty Lakhs) equity shares of Rs. 10/- (Rupees Ten)
each as on 31^st March, 2025.

At the AGM held on 30.09.2024, Company has taken shareholders approval for increase in
authorized share capital from Rs. 5,52,00,000/- (Rupees Five-Crores Fifty-Two Lakh Only) to Rs.
55,00,00,000/- (Rupees Fifty-Five Crore Only).

However, at the meeting held on 20.12.2024, board has discussed the proposal for rectification
of Authorised Share Capital, for the above shareholders approval taken on 30.09.2024. The
reason for proposal for rectification required in Authorised Capital is in the view of saving
additional cost to the company on increase in Authorised Capital as per the earlier resolution
passed by Board and shareholders, this will be in the better interest of the company and its
financial liquidity.

However, at the EOGM held on 30.01.2025, Company ratified the aforesaid resolution passed on
30.09.2024 and taken fresh shareholders approval for increase in authorized share capital from
Rs. 5,52,00,000/- (Rupees Five-Crores Fifty-Two Lakh Only) to Rs. 12,00,00,000/- (Rupees
Twelve Crore Only).

Issued, Subscribed and Paid Up Share Capital:

The issued, subscribed and paid-up share capital of the Company is Rs. 4,89,29,250/- (Rupees
Four Crores Eighty Nine Lakhs Twenty Nine Thousand Two Hundred and Fifty Only) divided
into 48,92,925 (Forty Eight Lakhs Ninety Two Thousand Nine Hundred Twenty Five) equity
shares of Rs. 10/- (Rupees Ten Only) each, as on 31^st March, 2025.

During the year under review, the Board at its meeting held on 04.09.2024, had approved a
proposal for raising of funds through a Rights Issue of equity shares. However, the Company
has not proceeded with the Rights Issue till date and the matter remains under consideration.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this
Report as Annexure - 1.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

Dates for Board Meetings are well decided in advance and communicated to the Board and the
intervening gap between the meetings was within the period prescribed under the Act and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as "Listing Regulations"). The Agenda and
explanatory notes are sent to the Board in advance. The Board periodically reviews compliance
reports of all laws applicable to the Company.

During the year, 5 (Five) Board Meetings were held on following dates.

BOARD COMMITTEES

In compliance with the requirements of applicable laws and as part of best governance
practices, the Company has constituted following Committees of the Board.

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

Your Company has constituted an Audit Committee as per the applicable provisions of the Act
and Listing Regulations. All members of the Audit Committee possess strong knowledge of
accounting and financial management.

The primary objective of the Audit Committee is to monitor and provide an effective
supervision of the Management's financial reporting process, to ensure accurate and timely
disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

The composition of the Audit Committee is in conformity with the provisions of Section 177 of
the Act and Regulation 18 of Listing Regulations. The composition of Audit Committee is as
mentioned below:

Further, during the financial year ended on 31^st March, 2025, all the recommendations /
suggestions made by Audit Committee have been noted & implemented by the board.

During the financial year ended on 31^st March 2025, 4 (Four) meetings of the Audit Committee
were held on following dates:

Your Company has constituted a Nomination & Remuneration Committee (hereinafter referred
to as "NRC") to lay down norms for determination of remuneration of the executive as well as
non-executive directors and executives at all levels of the Company. The NRC has been
assigned to approve and settle the remuneration package with optimum blending of monetary
and non- monetary outlay.

The composition of the NRC is in conformity with the provisions of Section 178 of the Act and
Regulation 19 of Listing Regulations. The composition of NRC is as mentioned below:

During the financial year ended on 31^st March 2025, 1 (One) meeting of the Nomination &
Remuneration committee were held on 04^th September, 2024 which was attended by all the
members of the committee.

Stakeholder's Relationship Committee:

The Stakeholders Relationship Committee (hereinafter referred to as "SRC") is constituted by
the Board of Directors of the Company in accordance with the provisions of Section 178 of the
Act and Regulation 20 of Listing Regulations.

The composition of SRC is as mentioned below:

During the financial year ended on 31^st March 2025, 4 (Four) meeting of the SRC were held on
following dates:

NOMINATION AND REMUNERATION POLICY:

The Company believes that building a diverse and inclusive culture is integral to its success. A
diverse Board, among others, will enhance the quality of decisions by utilizing different skills,
qualifications, professional experience and knowledge of the Board members necessary for
achieving sustainable and balanced development. In terms of Listing Regulations and Act, the
Company has in place Nomination & Remuneration Policy.

The said Policy of the Company, inter alia, provides that the NRC shall formulate the criteria for
appointment of Executive, Non-Executive and Independent Directors on the Board of Directors
of the Company and persons in the Senior Management of the Company, their remuneration
including determination of qualifications, positive attributes, independence of directors and
other matters as provided under sub-section (3) of Section 178 of the Act. The Policy also lays
down broad guidelines for evaluation of performance of the Board as a whole, Committees of
the Board, individual Directors including the chairperson and the Independent Directors.

The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your
Company https:/ / foceindia.com/policies/

DISCLOSURE OF RELATED PARTY TRANSACTION:

All contracts/arrangements/transactions entered by the Company during the Financial Year
with related parties were on an arm's length basis and were in the ordinary course of business.
During the year, the Company had not entered into any contract/arrangement/transaction
with related parties which could be considered material in accordance with the policy of the
Company's materiality of related party transactions which is required to be reported in Form
No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15 of SEBI (LODR) Regulations, 2015, the compliance with the corporate
governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26,
26A, 27 and clauses (b) to (i) and (t) of sub regulation(2) of regulation 46 and para C, D and E of
Schedule V of SEBI (LODR) Regulations, 2015, shall not apply, in respect of the listed entity
having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding
rupees twenty five crore, as on the last day of the previous financial year. Thus, due to non¬
applicability, a separate report of Corporate Governance providing the disclosures as required
under para C of Schedule V has not be provided in this Annual report.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of Section 135 of the Companies Act, 2013, the provisions relating to Corporate Social
Responsibility is not applicable to the Company as the company does not have net worth of
rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net
profit of rupees five crore* or more during financial year under review.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/brochures, reports and internal
policies to enable them to familiarize with the Company's procedures and practices, the website
link is available at https: / /foceindia.com/policies/familiarization-program-for-independent-
directors/

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they comply with the criteria of
Independence as laid down under Section 149(6) of the Act and as per Listing Regulations.

In the opinion of the Board, all independent directors appointed during the year under review
possess strong sense of integrity, requisite experience, qualification and expertise.

ANNUAL EVALUATION:

Pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire
was prepared for evaluating the performance of Board, its Committees and Individual Directors
including Independent Directors. The questionnaires were prepared after taking into
consideration the various facets related to working of Board, its Committee and roles and
responsibilities of Directors. The Board and the NRC reviewed the performance of the
individual Directors including Independent Directors on the basis of the criteria and framework
adopted by the Board. Further, the performance of Board as a whole and committees were
evaluated by the Board after seeking inputs from all the Directors on the basis of various
criteria. The Board of Directors expressed their satisfaction with the evaluation process.

In a separate meeting of Independent Directors held on 26^th December, 2024, performance of
Non-Independent Directors, performance of Board as a whole and performance of the
Chairman was evaluated.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There has been no change in Directors and Key Managerial Personnel during the year.
STATUTORY AUDITORS:

The Members at the Annual General Meeting held on 30^th September, 2021, have appointed
M/ s S.D.G. & Co., Chartered Accountants, as the Statutory Auditors of the Company, to hold
office from the conclusion of 20^th Annual General Meeting till the conclusion of 25^th Annual
General Meeting to be held in the year 2026 on payment of such remuneration as may be
mutually agreed between them and the Board of Directors.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory
Auditors of the Company in their report for the financial year ended 31st March, 2025. Further,
no frauds have been reported by the Auditors to the Audit Committee or the Board under
Section 143 (12) of the Act.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act read with corresponding Rules framed
thereunder, Mr. Brajesh Gupta, Practicing Company Secretary, was appointed as Secretarial
Auditors of the Company for conducting the Secretarial Audit for the financial year 2024-25.

The Secretarial audit report does not contain any qualifications, reservations, or adverse
remarks or disclaimer. The said report is attached to this report as Annexure - 2. No fraud have
been reported by the auditors.

INTERNAL AUDITORS:

M/ s. R J P S & Associates, Chartered Accountants, were appointed as Internal Auditors of the
Company for the financial year 2024-25. They have submitted a report based on the internal
audit conducted during the period under review.

The report does not contain any qualifications, reservations, or adverse remarks or disclaimer.
No fraud have been reported by the auditors.

DISCLOSURE UNDER SCHEDULE V(F) OF THE SEBI (LISTING OBLIGATION AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

Your Company does not have any unclaimed shares issued in physical form pursuant to public
issue/Right issue.

DETAILS OF SUBSIDIARIES, TOINT VENTURES AND ASSOCIATE COMPANIES:

As on 31^st March 2025, the Company has two Subsidiary Companies i.e., FO Industries Private
Limited and Foce Realty Solutions Private Limited. The Company doesn't have any Joint
venture or Associate Company during the period under review. The statement showing salient
features of both subsidiaries shall be attached in form AOC-1 as Annexure - 3.

Company has incorporated a Wholly-owned Subsidiary in the name of FOCE DIGITAL
SOLUTIONS PRIVATE LIMITED (CIN: U62090MH2025PTC454042), on 8th August, 2025,
having its registered office in Mumbai, Maharashtra.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of transactions undertaken by the Company during the Financial Year which are
covered under the provisions of Section 186 of the Act and Rules thereto have been disclosed in
the Notes to Accounts of Financial Statements forming part of this Annual Report.

DEPOSITS:

The Company has not accepted any deposits during the year under review. As per Rule
2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 the Company has accepted
loan from Director and details of the loan has been disclosed under Related Party Transaction.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE
SHEET AND THE DATE OF REPORT:

No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relates and the
date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS,
COURTS AND TRIBUNALS:

No order, whether significant and/or material has been passed by any regulators, courts,
tribunals impacting the going concern status and Company's operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The provisions of Section 134(3)(m) of the Act regarding the conservation of energy, technology
absorption, foreign exchange earnings and outgo are not applicable to the Company
considering the nature of activities undertaken by the company during the year under review.

STATEMENT PURSUANT TO SECTION 197(12) OF ACT READ WITH RULE 5 OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of
the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided in this Report as Annexure - 4 which forms part of this
Report.

None of the employees draw remuneration which is in excess of the limits as prescribed under
the said rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, thus the statement pursuant to Section 197(12) of the Act read with rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
not required.

NON APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per Provisio to Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015,
Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory
requirements of adoption of IND-AS w.e.f. 1st April, 2017.

As your Company is also listed on SME Platform of NSE Limited, it is covered under the
exempted category and is not required to comply with IND-AS for preparation of financial
statements.

DETAILS OF ESTABLISHMENT OF WHISTLE BLOWER POLICY FOR DIRECTORS AND
EMPLOYEES:

The Company promotes ethical behavior in all its business activities and has put in place a
mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism
and Whistle blower policy under which the persons covered under the policy including
Directors and employees are free to report misuse or abuse of authority, fraud or suspected
fraud, violation of Company rules, manipulations, negligence causing danger to public health
and safety, misappropriation of monies, and other matters or activity on account of which the
interest of the Company is affected. The reportable matters may be disclosed to the vigilance

officer who operates under the supervision of the Audit Committee. Persons covered under the
Policy may also report to the Chairman of the Audit Committee.

During the year under review, no employee was denied access to the Chairman of the Audit
Committee. No complaints were received under Vigil Mechanism & Whistle Blower Policy
during the financial year 2024-25.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to financial
statements. During the year under review, such controls were tested and no reportable material
weakness in the design or operation was observed.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its
employees. There exist at the group level an Internal Complaints Committee ('ICC') constituted
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The group is strongly opposed to sexual harassment and employees are made aware
about the consequences of such acts and about the constitution of ICC.

(a) number of complaints of sexual harassment received in the year - Nil

(b) number of complaints disposed-off during the year - Nil

(c) number of cases pending for more than ninety days - Nil

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT
1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961. There were
no instances of maternity leave availed during the financial year 2024-25.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Act, the Board hereby submits its
responsibility Statement: —

a) In the preparation of the Annual Accounts, the applicable Accounting standards had been
followed along with proper explanation relating to material departures;

b) The Directors had 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 as at the end of the financial year and of the profit of the
company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis;

e) Internal Financial Control means the policies and procedures adopted by the company for
ensuring the orderly and efficient conduct of its business including adherence to company's
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 and

f) The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL
GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) on Board meetings and Annual General Meetings.

The Directors have devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards and that such systems are adequate and operating effectively.

MAINTENANCE OF COST RECORDS

The provisions relating to maintenance of cost records as specified by the Central Government
under sub-section (1) of section 148 of the Act, were not applicable to the Company up to 31^st
March, 2024 and accordingly such accounts and records were not required to be maintained.

RISK MANAGEMENT

The Company has laid down a comprehensive Risk Assessment and Minimization Procedure
which is reviewed by the Board from time to time. These procedures are reviewed to ensure
that executive management controls risk through means of a properly defined framework. The
Board identifies the key risks for the Company, develops and implements the risk mitigation
plan, reviews and monitors the risks and corresponding mitigation plans on a regular basis and
prioritizes the risks, if required, depending upon the effect on the business/reputation.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended
from time to time with a view to regulate trading in securities by the Directors and designated
employees of the Company. The Code requires pre-clearance for dealing in the Company's
shares and prohibits the purchase or sale of Company shares by the Directors and the
designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed. The Board
is responsible for implementation of the Code. All Board Directors and the designated
employees have confirmed compliance with the Code.

INSOLVENCY AND BANKRUPTCY CODE 2016

No application under the Insolvency and Bankruptcy Code, 2016 has been made during the
financial year by the Company or any other person and no application or proceeding under the
Insolvency and Bankruptcy Code, 2016 is pending as at the end of the financial year.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF.

During the year under review, there were no transactions or events with respect to the one-time
settlement with any bank or financial institution; hence no disclosure or reporting is required.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

The provisions of Section 125(2) of the Act do not apply as there was no dividend declared and
paid last year.

OTHER DISCLOSURE REQUIREMENTS:

Your Directors state that no disclosure or reporting is required in respect of the following items
as there were no transactions on these items during the year under review:

• The disclosures and reporting with respect to issue of equity shares with differential rights as to
dividend, voting or otherwise is not applicable as the Company has not issued any such shares
during the reporting period.

• The disclosures and reporting on issue of shares (including sweat equity shares and Issue of
Shares under Employees Stock Option Scheme) to employees of the Company under any
scheme are not applicable as the Company has not issued any such shares during the reporting
period.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants,
and various Government Authorities for their continued support extended to your Companies
activities during the year under review. Your Directors also acknowledges gratefully the
shareholders for their support and confidence reposed on your Company.

For and on behalf of
M/s Foce India Limited

Sd/- Sd/-

Manoj Agarwal Utkarsh Agarwal

Place: Mumbai

Managing Director Director

^Date: Mm²⁰²⁵ Din: 00159601 DIN:08021945