DIRECTORS' REPORT

The Directors are pleased to present the 65th Annual Report, together with the audited standalone and consolidated Financial Statements for the Financial Year ended on 31st March, 2024.

1. Financial Results

2. State of Company’s Affairs and Future Outlook

It is heartening to note that the Company achieved very good growth in turnover (39.03%), and profitability (164.18%), 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 growth in demand, signifying proper recovery of these segments.

Due to stagnation of the Company’s Tractor business, it was decided to exit that activity in a planned and smooth manner. Accordingly, by end of the year under consideration, the tractor production and marketing activity have been discontinued. Company only will cater spare parts required for maintenance.

The significantly updated and improved well proven products of the Company, such as the Traveller range as also the exciting new products like the Urbania, the Gurkha, as also then 33-seater Traveller Monobus - registered excellent penetration in the market, and received good reports.

Improvement in topline on a consolidated basis is from ? 5,02,898 Lakhs to ? 6,99,213 Lakhs. The EBITDA achieved is 13.67%. Going forward, every effort is being made to maintain and improve uponthesefigures.

The component business of supply of engines, etc. to Mercedes Benz India Pvt. Ltd. and BMW India Pvt. Ltd. continues to be a significant and robust part of business. Numbers fluctuate from year-to-year, on account of introduction of new products and other factors by these high-end, world-class, vehicle manufacturers.

Generally, India is steadily moving towards being a product economy, as home-grown products today do dominate the market.

Finally, while looking today at the future outlook, the Company Management Team feels more confident about the prospects of the Indian economy, and thereby of the essential manufacturing industry over the next several years. The energy in the economy is higher than before. Steadiness of demand and increasing opportunities to enter new segments, and introduce world class products, is a matter which enthuses the Company’s Management Team.

3. Change in Nature of Business, if any

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

4. Dividend

The Board recommended a dividend of ? 20/- per share for the year under review, at its Meeting held on 26th April 2024. The same will be paid subject to the approval of Members at the ensuing Annual General Meeting (AGM) of the Company.

The total payout w.r.t. the dividend recommended for the Financial Year 2023-24 will be ? 2,636 Lakhs as against ? 1,318 Lakhs 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.

5. Share Capital

The paid-up equity share capital as on 31st March, 2024 was ? 1,318 Lakhs. 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 31st March, 2024, pursuant to the provisions of Section 92 of the Ad and the Rules made thereunder, is available on the website of the Company at https:// www.forcemotors.com/investors.php

7. Number of Meetings of the Board of Directors

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

8. Particulars of Loans, Guarantees or Investments

The Company has not made any investments, given any loans, guarantees under Section 186 of the Companies Ad, 2013 ("the Act") during the year under review. Particulars of investments made by the Company up to the period under report are provided in the Financial Statement attached to this Report.

9. Particulars of Contracts or Arrangements with Related Party During the Financial Year 2023-24, pursuant to Section 177 of the Ad and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the SEBI (LODR) Regulations, 2015’), 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 SEBI (LODR) Regulations, 2015.

All RPTs entered during the year were entered in the ordinary course of business and on arm's length basis. As required under the Ad, the prescribed Form AOC-2 is a part of this Annual Report.

10. Explanation / Comments on any Qualification of the Auditors There are no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Secretarial Auditor in their respective audit reports.

11. Material Changes and Commitments

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.

12. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company has continued its efforts to ensure incremental improvements in energy conservation across plant locations, and use of various equipment by acquiring and by use of improved technological solutions. Increasing use of solar power has enabled the Company to reduce its dependence on normal power supply, utilising the large areas offered by factory roofing in various plants. The Company has rooftop Solar Power Panels with capacity of 842 KW at Akurdi plant, 480 KW at Chennai plant and 750 KW at Chakan facility. Steady efforts to enhance use of solar energy are important part of the focus of the Company. The total Solar Power now installed at various facilities of the company enable a capacity of over 2.14 Megawatt. Total solar energy produced and consumed

across the plants is 19,19,328 KWH. The resultant total energy savings is about ? 255.35 Lakhs and total emission savings is 1374.24 tC02e.

The Company has also entered into Power Purchase Agreement with Tata Power Renewable Energy Limited, Mumbai in respect of procurement of Solar Power from a specific Solar Plant, under Open Access Mode.

Efforts such as Rain Water Harvesting, storing and using condensation water, using aerators in hand wash areas, using solar water heater in canteens, preventing compressed air leakages, using compressors with optimum capacity and their periodic preventive maintenance, auto cut off systems, localized switches, large scale switchover to LED lamps and such other efforts have continued across all thefacilities of the Company.

Technology Absorption & Development The Company’s efforts at new product development, new process developments continue enthusiastically. Detailed data of Research & Development expenses are as follows:

Company has embarked on a strong drive on sustainability. This has implications on the product and process technologies employed, as also on operating practices. This is a move towards greater environment friendliness, of the Company’s operations. Ambitious targets are fixed in this regard.

Foreign Exchange Earnings and Outgo The foreign exchange earned by the Company during the year under review was of ri6,695 Lakhs as against ?8,148 Lakhs during the previous year.

Total foreign exchange outflow during the year under review was n,06,365 Lakhs as compared to n,98,479 Lakhs during the previous year.

13. Subsidiaries

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

Company’s subsidiary FMTU, though now stabilized in production and making progress in significant localization, has not registered a positive bottom-line, due to weak demand from the foreign market, and cost increases for supplies still required to be imported. Efforts are being made and discussions, with our partner Rolls Royce Power Systems, to address this issue effectively and continuing.

During the year under review, FMTU achieved a top line of ? 26,229.03 Lakhs as compared to top line of ^23,160.69 Lakhs during the Financial Year 2022-23. It recorded net loss of ^2,711.89 Lakhs during the Financial Year 2023-24, as compared to the loss of ^3,646.79 Lakhs, during the previous Financial Year.

Tempo Finance (West) Private Limited achieved a top line of ?47.05 Lakhs as compared to top line of ?39.32 Lakhs during the Financial Year 2022-23. If recorded net profit of ? 34.87 Lakhs during the Financial Year 2023-24, as compared to the net profit of ?28.79 Lakhs, during the previous Financial Year.

The Company does not have any other subsidiaries, joint ventures and associate companies. During the year under review there was no change in the subsidiaries of the Company. As per Section 129 of the Act, the Company has prepared the Consolidated Financial Statement of the Company, which forms part of this Annual Report. A statement containing the salient features of the Financial Statement of subsidiaries 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 Framework¹ is also available on the Company's website at www.forcemotors.com.

14. Risk Management

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.

15. Changes in the Directors and Key Managerial Personnel

During the year under review, the Members of the Company approved re-appointment of Mr. Prashant V. Inamdar (DIN: 07071502), the Executive Director (Operations) of the Company, who was liable to retire by rotation.

Further, Mr. Gaurav Deshmukh, Company Secretary of the Company resigned from the office effective from closing of business hours on 13th May 2023 and Consequent upon his cessation, Mr. Nikhil Deshpande, was appointed as Company Secretary and Compliance Officer of the Company effective from 29th May, 2023 and further he resigned as Company Secretary and Compliance Officer with effect from 30th July, 2024. Consequent upon his cessation, Mr. Rohan Sampat was appointed as Company Secretary and Compliance Officer with effect from 31st July, 2024.

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

16. Declaration of Independent Directors

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 Ad and in Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. The Board after assessing its veracity has taken the same on record.

17. Details of Significant and Material Orders Passed by the Regulators or Court orTribunal

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.

18. Adequacy of Internal Financial Controls

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.

19. Fixed Deposits

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

20. Corporate Social Responsibility (CSR)

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

21. Audit Committee

The Audit Committee of the Board consists of 3 members. Details of composition of the Audit Committee are covered in the Corporate Governance Report. During the year, all recommendations made by the Audit Committee were accepted bythe Board.

The Company has established a vigil mechanism, formulated a Whistleblower Policy and this Committee oversees the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization 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 https://www.forcemotors.com/assets/Others/Whiste-Blower-Policy.pdf

22. Policy on Directors Appointment and Remuneration

The Remuneration Policy of the Company and other related matters as provided under Section 178 (3) read with Section 178(4) of the Ad are available on the website of the Company https://www. forcemdors.com/assets/Others/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.

23. Formal Annual Evaluation of the Performance of Board / Committees and Directors

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 Directors, is given in the Report on Corporate Governance.

24. Corporate Governance

The Company has taken all necessary steps to implement the provisions of the SEBI (LODR) Regulations, 2015 and a detailed report on the various matters, including the Auditors' Certificate on Corporate Governance, is annexed to this Report.

25. Business Responsibility and Sustainability Report

In terms of the Regulation 34(2) of the SEBI (LODR) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) forms part of the Annual Report.

26. Details of Directors and Employees' Remuneration

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 provisions of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

27. Disclosure on Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

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 during the year under review. Further, there are no complaints pending as on 31st March, 2024.

28. Details of Frauds Reported by Auditors

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

29. Directors' Responsibility Statement

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 t3Uct of the Act:

(a) in the preparation of the Annual Financial Statements for the year ended 31st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) forthe Financial Year ended 31st March 2024, 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 forthe year ended 31st March 2024;

(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.

30. Secretarial Standards of the ICSI

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').

31. Statutory Auditor

The Members, at 63rd AGM held on 28th September 2022, have appointed M/s. Kirtane & Pandit LLR 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 68th 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 theirterm.

32. Cost Accountant

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 2023-24. M/s. Joshi Apte & Associates, Cost Accountants, Pune, have verified and reviewed the said records for the Financial Year 2023-24.

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

33. Secretarial Audit Report

SIUT & Co LLR Practicing Firm of Company Secretaries having Registration No. LLPIN: ABA-6960, was appointed to conduct the Secretarial Audit of the Company forthe Financial Year 2023-24, as required under Section 204 of the Act and Rules made thereunder. The Secretarial Audit Report, in Form MR-3, forthe Financial Year 2023-24, is annexed to this report.

34. Industrial Relations

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

35. Appreciation

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.