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.

1. FINANCIAL RESULTS

(' in lacs)

Standalone

(' in lacs)

Consolidated

No transfer of any amount to general reserve is proposed.

2. STATE OF COMPANY'S AFFAIRS AND FUTURE
OUTLOOK

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 '6,99,213
lacs to '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.

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 ' 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 ' 5,271 lacs as against ' 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.

5. SHARE CAPITAL

The paid-up equity share capital as on March 31, 2025 was
' 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/

7. NUMBER OF MEETINGS OF THE BOARD OF
DIRECTORS

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.

8. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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 ' 2,68,74,210 by acquiring 26,87,421 Equity Shares
of ' 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.

9. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTY

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.

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'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 '12,724 lacs as against '16,695 lacs during
the previous year.

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

During the year under review, FMTU achieved a top line of
' 27,357 lacs as compared to top line of ' 26,229 lacs during
the previous Financial Year. It recorded net profit of ' 101 lacs
during the current Financial Year, as compared to the loss of
' 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 ' 50
lacs during the current Financial Year as compared to top line of '
47 lacs during the previous Financial Year. It recorded net profit of
' 37 lacs during the current Financial Year, as compared to the net
profit of ' 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.

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

A. Re-Appointment of Managing Director(s) and Whole-time
Director

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.

B. Cessation of Directors and Key Managerial Personnels

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.

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 Act and in Regulation 16(1)(b) of the LODR
Regulations. 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 OR TRIBUNAL

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:

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

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 annexed to this Report.

21. VIGIL MECHANISM & WHISTLE
BLOWER POLICY

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

22. POLICY ON DIRECTORS APPOINTMENT AND
REMUNERATION

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.

23. FORMAL ANNUAL EVALUATION OF THE
PERFORMANCE OF BOARD / COMMITTEES
AND DIRECTORS

I nformation 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.

24. 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.

25. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

I n terms of the Regulation 34(2) of the LODR Regulations, 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 the 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, disposed off
during the year under review. Further, there are no complaints
pending as on March 31,2025.

28. DETAILS OF FRAUDS REPORTED BY AUDITORS

There are no frauds against the Company reported by the Auditors
for the 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 (3)

(c) of the Act:

(a) i n 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.

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 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.

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
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.

33. SECRETARIAL AUDIT REPORT

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.

34. INDUSTRIAL RELATIONS

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

35. OTHER DISCLOSURES

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.

36. 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.

For and on behalf of the Board of Directors
Force Motors Limited

Abhaykumar Navalmal Firodia

Chairman
DIN:00025179

Pune, July 23, 2025
Registered Office:

Mumbai - Pune Road, Akurdi, Pune - 411 035.

CIN: L34102PN1958PLC011172
Website: www.forcemotors.com
Phone: (Board) 91 20 2747 6381
E-mail: compliance-officer@forcemotors.com