Forbes & Company Limited has issued a postal ballot notice seeking shareholder approval for a special resolution to pay commission to its independent directors. The proposal aims to formalize remuneration structures in line with regulatory requirements and the company’s evolving governance needs.

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, proposed the resolution at its meeting held on August 14, 2026. Shareholders are being asked to vote via remote e-voting, with the process commencing on September 4, 2026, at 9:00 am and concluding on October 3, 2026, at 5:00 pm.

Remuneration Structure

The special resolution seeks consent to pay a commission not exceeding 1% per annum of the company’s net profits to independent directors. This payment is in addition to sitting fees and reimbursement of expenses for attending board and committee meetings.

In the event of no profits or inadequate profits, the company proposes to pay remuneration in accordance with Schedule V of the Companies Act, 2013. The aggregate limit under this provision is set at ₹60 lakh, which translates to ₹20 lakh for each of the three independent directors.

The explanatory statement notes that the role and responsibilities of independent directors have increased due to strengthened corporate governance norms under the Companies Act, 2013, and SEBI LODR regulations. The directors are involved in guiding strategy, risk management, and compliance, requiring greater time commitment.

Financial Context

The resolution comes against a backdrop of fluctuating financial performance. Standalone revenue from operations fell significantly to ₹7,313.90 lakh in FY26, down from ₹19,684.12 lakh in FY25. Similarly, standalone profit after tax declined to ₹1,471.88 lakh in FY26 from ₹2,693.47 lakh in the previous year.

The company attributed the impact on profitability in the Coding and Industrial Automation business to under-absorption of overheads, currency fluctuations, and higher commodity prices. In the Real Estate segment, major revenues from the VICINIA project were recognized in earlier years.

What the Numbers Show

The decision to seek approval for Schedule V remuneration limits is driven by caution regarding future profitability. With standalone revenue contracting sharply in FY26 and the company citing potential lower-than-expected revenues in the automation business for FY27, the board is ensuring that director compensation remains viable even if profits do not support the 1% commission model.

Voting Details

The cut-off date for voting eligibility is August 28, 2026. The notice is being sent electronically to shareholders registered with NSDL and CDSL. Mr. Harshvardhan Tarkas, Practicing Company Secretary, has been appointed as the scrutinizer for the e-voting process. Results will be declared on or before October 6, 2026.

The Board of Directors of Forbes & Company approved the unaudited standalone and consolidated financial results for the quarter ended June 30, 2026, at a meeting held on August 14, 2026.

Standalone net profit for the quarter fell 23% year-on-year (YoY) to ₹3.07 crore, down from ₹3.97 crore in Q1FY26. Revenue from operations declined 42% YoY to ₹12.76 crore, primarily due to lower revenue recognition from real estate development projects. In the prior quarter, real estate project revenue was ₹8.06 crore; it dropped to just ₹56 lakh in the current quarter under Ind AS 115 recognition norms.

On a consolidated basis, the group reported a net profit of ₹3.60 crore, marking a significant turnaround from the net loss of ₹1.97 crore recorded in Q1FY26. This improvement was largely attributable to a positive share of profit from associates and joint ventures, which contributed ₹29 lakh, compared to a loss of ₹3.86 crore in the same period last year.

Segment Performance

The company operates through two main segments: Coding and Industrial Automation, and Real Estate. The Coding segment posted a loss of ₹69 lakh in Q1FY27, widening from a loss of ₹6 lakh in Q1FY26. Conversely, the Real Estate segment remained profitable with a result of ₹4.01 crore, though this was down from ₹6.43 crore in the prior year quarter.

Total consolidated revenue from operations stood at ₹13.26 crore, a 41% decline from ₹22.45 crore in Q1FY26.

What the Numbers Show

While operational revenue contracted significantly, the group’s total comprehensive income rose sharply to ₹15.31 crore from ₹16.64 crore in Q1FY26. This divergence is driven by a substantial gain of ₹12.09 crore from fair value changes on equity instruments through other comprehensive income (OCI), offsetting the operational slowdown. In contrast, standalone OCI showed a gain of ₹1.71 crore.

Legal and Corporate Updates

In legal matters concerning Svadeshi Mills Company Limited, the Bombay High Court dismissed an interim application filed by Forbes and Grand View Estate Private Limited (GVEPL) seeking a permanent stay on winding up proceedings. An appeal against this order is listed for hearing on August 19, 2026.

Additionally, wholly-owned subsidiary EFL Mauritius Limited filed for removal from the Register of Companies in Mauritius. The subsidiary’s financials are being prepared on a realizable basis pending deregistration. Another subsidiary, Forbes Bradma Optimarks Private Limited, incurred a net loss of ₹0.62 lakh but maintains a positive net worth of ₹29.15 lakh.

Statutory auditors Sharp & Tannan Associates issued an unmodified limited review report on the financial statements.