To

The Members,

The Directors are pleased to present the 66^th Annual Report, together with the audited standalone and consolidated Financial Statements for the Financial Year ended on March 31, 2025.

No transfer of any amount to general reserve is proposed.

It is heartening to note that the Company achieved very good growth in turnover (15.44%), and profitability (99.15%) including exceptional item, as the economy returned to normalcy. After years of stress, segments such as Tour and Travel, School Buses, and buses for Commuting Professionals - all saw satisfactory growth in demand.

The Company had exited its tractor business in planned and smooth manner and now only caters spare parts required for maintenance.

The new products incorporating excellent features coupled with their traditionally reliable and robust drivelines have received very good traction in the market. The Urbania and the Gurkha are, in a way, aspirational products. The evaluation of the market to demanding high quality with modern features is very much in keeping with the normal trend of markets-which move in the direction of aspirational products, based on improvement in the per capita income, and the GDP of a country.

Improvement in topline on a consolidated basis is from Rs.6,99,213 lacs to Rs.8,07,173 lacs. The EBITDA achieved is 14.35%. Going forward, every effort is being made to maintain and improve upon these figures.

The component business of supply of engines, etc. from the Chakan, Pune Plant to Mercedes Benz India Pvt. Limited, and from the Sengundram, Chennai Plant to BMW India Pvt. Limited, has also shown very good stability and steady growth.

A feature to be noted of the Indian economy where, in the automobile sector - covering 2-wheelers, commercial vehicles, cars, etc., the significant achievement by the Indian owned manufacturers to field competitive, modern, efficient and attractive products, is a matter of great satisfaction.

In their own categories, the all new Urbania, the Gurkha, the Traveller Monobus, as also the much modernized, improved and widened Traveller range, fit into this evolving situation, to our advantage.

The stability in production, sharp customer focus resulting in the success of the new products in the Indian market, is enabling the Company to emphasise export of these products to more evolved markets as well.

The Indian economy, in spite of many geo-political and economic upheavals around the world, has maintained a remarkably steady state of growth, is surely providing a strong foundation for the Company's, the Automotive Industry's and the country's remarkable progress - in continuing on its path of progress.

During the year under review, there is no change in the nature of business of the Company.

The Board recommended a dividend of Rs.40 per share for the year under review, at its Meeting held on April 25, 2025. The same will be paid subject to the approval of Members at the ensuing Annual General Meeting (AGM) of the Company.

The dividend recommended is in accordance with the principles and criteria as set out in the Dividend Distribution Policy of the Company pursuant to the provisions of Regulation 43A of SEBI (LODR) Regulations, 2015. The Dividend Distribution Policy is available on the Company's website at https://www.forcemotors. com/wp-content/uploads/2025/02/Dividend-Distribution-Policy.pdf

The total payout w.r.t. the dividend recommended for the Financial Year 2024-25 will be Rs.5,271 lacs as against Rs.2,636 lacs for the previous financial year.

The details of dividend and shares transferred to the Investor Education and Protection Fund during the year under review are covered in the Report on Corporate Governance.

The paid-up equity share capital as on March 31, 2025 was Rs.1,318 lacs. The Company did not issue any shares by way of public issue, rights issue, bonus issue or preferential issue or otherwise during the year under review. The Company has not issued any shares with differential voting rights or granted stock options or sweat equity, during the year under review.

6. ANNUAL RETURN

The Annual Return as on March 31, 2025, pursuant to the provisions of Section 92 of the Act and the Rules made thereunder, is available on the website of the Company at https://www. forcemotors.com/investor/

The Board met Four times during the financial year. Details of these meetings are provided in the Report on Corporate Governance that forms part of this Annual Report.

Committees of the Board

Pursuant to the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the LODR Regulations), the Board of Directors have constituted the following Committees:

• Audit Committee;

• Nomination and Remuneration Committee;

• Corporate Social Responsibility Committee;

• Stakeholders' Relationship Committee; and

• Risk Management Committee

Details of composition, terms of reference and number of meetings held during the Financial Year 2024-25, for the aforementioned Committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various Committees have been considered and accepted by the Board.

The Company has not given any loans, guarantees under Section 186 of the Companies Act, 2013 ("the Act") during the year under review. Further, the Company during the year, has made investment of Rs.2,68,74,210 by acquiring 26,87,421 Equity Shares of Rs.10/- each, equivalent to 12.21% of share capital of TP Surya Limited. Particulars of investments made by the Company up to the period under report are provided in the Financial Statements attached to this Report.

During the Financial Year 2024-25, pursuant to Section 177 of the Act and Regulation 23 of the LODR Regulations, all Related Party Transactions (RPTs) were placed before the Audit Committee for its approval.

During the year under review, the Company has not entered into RPTs in excess of the limits specified under Regulation 23 of the LODR Regulations.

All RPTs entered during the year were entered in the ordinary course of business and on arm's length basis. There were no transactions requiring disclosure under section 134(3)(h) of the Act. Hence, the prescribed Form AOC-2 does not form a part of this report.

There are no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Secretarial Auditor in their respective audit reports.

There have been no material changes and commitments affecting the financial position of the Company, which have occurred after the end of the period under review.

The Company's emphasis, both on renewable sources of energy and environment conservation, have been pursued with determination over the last year. Current solar power production capacity created, at various Plants of the Company, is 14.8 megawatt as of now.

Further, solar power installation is strongly afoot. Also, the purchase agreements with Tata Power Renewable Energy Limited continue to be in place.

An interesting feature is the effort at tree plantation, rain water harvesting, water storage, and use of condensation water, which has been strongly pursued. A small forest, inside our Plant at Pithampur is home to a variety of wild life, including astonishingly to NILGAIs which are quite large animals. These have appeared there on their own having migrated from nearby forests.

Enhanced emphasis on improved maintenance, to plug air leakages and install intelligent devices to consume only appropriate air and electric energy, besides determined switch to LED lamps continue to improve our energy, ecology and conservation efforts.

Technology Absorption & Development

The Company's efforts at new product development, new process developments continue enthusiastically.

The Company traditionally, over the last more than half a century, has emphasized developing appropriate products for the evolving Indian market, and now, for the more sophisticated markets. With local research and development, the all new products such as Urbania, Gurkha, Monobus and our BS 6.2 drivelines - are home-grown, and are excellently placed for the product range we manufacture and markets we serve.

We have continued to maintain a consistent percentage of expenditure on R&D. The details are as follows:

Foreign Exchange Earnings and Outgo

The foreign exchange earned by the Company during the year under review was of Rs.12,724 lacs as against Rs.16,695 lacs during the previous year.

Total foreign exchange outflow during the year under review was Rs.1,14,198 lacs as compared to Rs.1,06,365 lacs during the previous year.

The Company has two subsidiaries, viz., Force MTU Power Systems Private Limited (FMTU) and Tempo Finance (West) Private Limited.

During the year under review, FMTU achieved a top line of Rs.27,357 lacs as compared to top line of Rs.26,229 lacs during the previous Financial Year. It recorded net profit of Rs.101 lacs during the current Financial Year, as compared to the loss of Rs.2,712 lacs, during the previous Financial Year.

Company's subsidiary FMTU, has successfully achieved profitability for the first time since inception. Localization and stabilization of the production would help the Company sustainably improve the margins going forward.

Tempo Finance (West) Private Limited achieved a top line of Rs.50 lacs during the current Financial Year as compared to top line of Rs.47 lacs during the previous Financial Year. It recorded net profit of Rs.37 lacs during the current Financial Year, as compared to the net profit of Rs.35 lacs, during the previous Financial Year.

A statement containing the salient features of the Financial Statement of Subsidiaries, Associates and Joint Ventures in the prescribed format AOC-1, forms part of the Audited Financial Statements of the Company.

The Audited Financial Statements of the above-mentioned subsidiaries are available on the website of the Company at www.forcemotors.com, for inspection by any Member of the Company.

The policy for ‘Determining Material Subsidiaries & its Governance Framework' is also available on the Company's website at www.forcemotors.com.

The Company has in place a comprehensive Risk Management Framework, to identify, monitor, review and take all necessary steps towards mitigation of any risk elements which can impact the business health of the Company, on a periodic basis.

All the identified risks are managed through continuous review of business parameters by the Management and the Risk Management Committee. The Board of Directors is also informed of the risks and concerns from time to time.

The details of composition and meetings of the Risk Management Committee held during the financial year are covered in the Report on Corporate Governance.

During the year under review, the Members of the Company approved re-appointment of Mr. Abhaykumar Navalmal Firodia as Managing Director, designated as Chairman of the Company, re-appointment of Mr. Prasan Abhaykumar Firodia as Managing Director of the Company and re-appointment of Mr. Prashant V. Inamdar as Executive Director (Operations) of the Company. The Members of the Company also approved re-appointment of Mr. Prashant V. Inamdar (DIN: 07071502), the Executive Director (Operations) of the Company, who was liable to retire by rotation.

During the year under review, Mr. Arvind Mahajan and Lt. Gen. Dr. D.B. Shekatkar (Retd.) ceased to be Independent Directors of the Company with effect from September 27, 2024 and February 12, 2025 respectively due to completion of second term as Independent Directors. The Board placed on record its appreciation towards the valuable contributions made by them as Independent Directors during their association with the Company.

Further, Mr. Nikhil Deshpande, resigned as Company Secretary and Compliance Officer of the Company, effective from closing of business hours on July 30, 2024 and consequent upon his cessation, Mr. Rohan Sampat was appointed as Company Secretary and Compliance Officer of the Company with effect from July 31,2024.

Further, Mr. Sanjay Kumar Bohra, resigned as Chief Financial Officer and Key Managerial Personnel of the Company, with effect from June 09, 2025.

The Board placed on record its appreciation for professional contribution made by KMP's during their association with the Company.

Further, based on the recommendations of the Nomination and Remuneration Committee and Audit Committee, the Board of Directors in its meeting held on 9^th June, 2025, appointed Mr. Rishi Luharuka as the Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company, designated as ‘President-Group CFO' with effect from June 10, 2025.

C. Directors Retiring by Rotation

Pursuant to the provisions of section 152 of the Act, Mr. Prashant V. Inamdar, Executive Director (Operations), is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

The Board recommends his re-appointment.

Apart from above, there was no other change in the Directors and Key Managerial Personnel during the period under review.

The Independent Directors have submitted their declarations to the Board that they fulfill all the criteria of independence as stipulated in Section 149(6) of the Act and in Regulation 16(1)(b) of the LODR Regulations. The Board after assessing its veracity has taken the same on record.

There was no significant and material order passed by any regulator or court or tribunal impacting the going concern status of the Company's operations in future, during the year under report. As reported earlier, petition challenging the decision of the Hon'ble High Court of Judicature at Bombay, in respect of change in the name of the Company is still under consideration of the Hon'ble Supreme Court of India.

M/s. Capri Assurance & Advisory Services, Chennai and M/s. Jugal S. Rathi, Chartered Accountants, Pune, are the Internal Auditors of the Company. The internal financial controls are adequate with reference to the financial status, size and operations of the Company.

The Company currently has no Fixed Deposit Scheme in place. The details of earlier deposits are furnished hereunder:

* The deposits are matured, claimed but have been withheld on the instructions of the Statutory Authorities (CBI) and will be repaid upon their approval.

The Annual Report on the CSR activities of the Company, pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Report.

The Company has established a vigil mechanism, formulated a Whistleblower Policy and the Audit Committee oversees the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimisation of employees and/or Directors who express their concerns. The mechanism provides direct access to the Chairman of the Audit Committee in exceptional cases. The details of the mechanism/policy are disclosed on the website of the Company at https://www.forcemotors.com/wp-content/uploads/2025/02/Whiste- Blower-Policy1.pdf

The Remuneration Policy of the Company and other related matters as provided under Section 178(3) and 178(4) of the Act are available on the website of the Company at https://www. forcemotors.com/wp-content/uploads/2025/02/Remuneration- Policy-New.pdf The Policy covers criteria for recommending and approving the remuneration of Non-Executive and Executive Directors, Key Managerial Persons as well as senior management employees of the Company.

Information on the manner in which formal annual evaluation is made by the Board, of its own performance, that of its committees and the individual Director's, is given in the Report on Corporate Governance.

The Company has taken all necessary steps to implement the provisions of the LODR Regulations, and a detailed report on the various matters, including the Auditors' Certificate on Corporate Governance, is annexed to this Report.

In terms of the Regulation 34(2) of the LODR Regulations, the Business Responsibility and Sustainability Report (BRSR) forms part of the Annual Report.

Details as required under the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended; are annexed to this report.

Details as required under the provisions of 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, as amended; which form part of this report, will be made available to any Member on request, as per the provisions of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company has adopted Anti-Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee has been set up to redress complaints, if any, received regarding sexual harassment. All employees, as defined under the said Act, are covered under this policy. Awareness programs were carried out against sexual harassment. There were no complaints received, disposed off during the year under review. Further, there are no complaints pending as on March 31,2025.

There are no frauds against the Company reported by the Auditors for the period under report.

The Directors of your Company to the best of their knowledge and belief and according to the information and explanations obtained by them, make the following statements in terms of Section 134 (3)(c) of the Act:

(a) in the preparation of the Annual Financial Statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) for the Financial Year ended March 31, 2025, such accounting policies as mentioned in the Notes to the Financial Statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the profit of the Company for the year ended March 31,2025;

(c) that proper and sufficient care has been taken 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) the Annual Financial Statements have been prepared on a going concern basis;

(e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

The Company has complied with the Secretarial Standards on the Meetings of Board of Directors (SS-1) and General Meetings (SS-2), as issued and amended, by the Institute of Company Secretaries of India (‘the ICSI').

The Members, at 63^rd AGM held on September 28, 2022, have appointed M/s. Kirtane & Pandit LLP, Chartered Accountants (Firm Registration No. 105215W/W100057), Pune, as the Statutory Auditors of the Company for the second term of period of five years, i.e. up to the conclusion of the 68^th AGM to be held in the year 2027, with an authority to the Board to decide/revise remuneration of the Statutory Auditors from time to time during their term.

The Board of Directors of the Company had appointed M/s. Joshi Apte & Associates, Cost Accountants, Pune, for verification and review of the Cost Records of the Company, for the Financial Year 2024-25. M/s. Joshi Apte & Associates, Cost Accountants, Pune, have verified and reviewed the said records for the Financial Year 2024-25.

Further, the provisions of Section 148(1) of the Act relating to maintenance of cost records are applicable to the Company.

SIUT & Co LLP, Practicing Firm of Company Secretaries having Registration No. LLPIN: ABA-6960, was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2024-25, as required under Section 204 of the Act and Rules made thereunder. The Secretarial Audit Report, in Form MR-3, for the Financial Year 2024-25, is annexed to this report.

Further, in order to comply with the LODR Regulations, as amended on December 13, 2024 and pursuant to applicable provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company has, subject to approval of the Members in the ensuing annual general meeting, appointed SIUT & Co LLP, Practicing Firm of Company Secretaries having Registration No. LLPIN: ABA-6960 and Peer Review Certificate No. 5460/2024 as Secretarial Auditors of the Company for the Audit Period of 5 consecutive years commencing from Financial Year 2025-2026 till Financial Year 2029-2030 at remuneration as may be decided by the Board of Directors.

The industrial relations at all the Plants of the Company have been cordial during the year.

No disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

• There was no instance of one-time settlement with any Bank or Financial Institution.

• There is no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

• The Company has complied with the provisions relating to the Maternity Benefit Act, 1961.

• The securities of the Company were not suspended from trading during the year under review on account of corporate actions or otherwise.

The Directors express their gratitude to the Dealers, Suppliers and Banks for their support, and express their warm appreciation for the sincere co-operation and dedicated work by the employees of the Company.