Forbes & Company Ltd — Proxy Solicitation & Information Statement 2022

May 25, 2022

May 25, 2022

General Manager, Department of Corporate Services, BSE Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 004

Security Code : 502865 Security ID : FORBESCO

Dear Sir,

Sub: Postal Ballot Notice- Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We enclose a copy of the Postal Ballot Notice dated May 20, 2022 in compliance with the requirements under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Kindly acknowledge receipt.

Yours faithfully, For Forbes & Company Limited

cts \pdhe

(Pankaj Khattar) Head Legal & Company Secretary

Encl:

ssa

FORBES FORBES & COMPANY LIMITED

CIN: L17110MH1919PLC000628

Registered Office: Forbes' Building, Charanjit Rai Marg, Fort, Mumbai 400 001

Tel No: +91 22 61358900 Fax No: +91 22 61358901 Website: www.forbes.co.in Email: investor.relations@forbes.co.in

NOTICE OF POSTAL BALLOT

Dear Member(s),

Notice is hereby given pursuant to the provision of Section 110 and other applicable provisions of the Companies Act, 2013, (the "Act") if any, Companies (Management and Administration) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force) read with General Circular No(s). 14 /2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22 / 2020 dated June 15, 2020, 33/ 2020 dated September 28, 2020, 39/2020 dated December 31, 2020 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021 and 3/2022 dated May 5, 2022 issued by the Ministry of Corporate Affairs (collectively referred as 'MCA Circulars') that the Company is seeking the approval of Members for the matters as set out in the resolution appended below, through Postal Ballot including voting by electronic means.

An explanatory statement pertaining to the resolution setting out the material facts concerning the same and the reasons thereof, as required in terms of Section 102 of the Act, is annexed hereto for your consideration.

The Board of Directors, at its meeting held on May 20, 2022, has appointed Mr. Makarand M. Joshi, Partner, M/s. Makarand M. Joshi & Co., Practicing Company Secretaries, as the Scrutinizer for conducting the postal ballot voting process in a fair and transparent manner.

The Postal Ballot Notice is being sent in accordance with the MCA Circulars only by electronic mode to those Members whose email addresses are registered with the Company/Depository and whose names appear in the Register of Members/Statements of beneficial ownership maintained by the Depositories, i.c., National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") as on the close of business hours on Friday, May 20, 2022 (cut-off date). The Postal Ballot Notice will also be available on the Company's website, www.forbes.co.in. Accordingly, physical copy of the notice along with Postal Ballot Form and pre-paid business reply envelope are not being send to the members for this Postal Ballot.

In accordance with the MCA Circulars, Members can vote only by electronic means. For this purpose, the Company has entered into an agreement with NSDL for facilitating e-voting to enable the Members to cast their votes electronically.

Members are requested to read the instructions in the Notes for voting via electronic mode. Voting period commences on Thursday, May 26, 2022 at 9.00 A.M (IST) and ends on Friday, June 24, 2022 at 5.00 P.M (IST)

The result of the voting along with the Scrutinizer's report, shall be intimated to BSE Limited, within the permitted time and shall be displayed at the Registered Office of the Company and on the Company's website viz., www.forbes.co.in and the website of National Securities Depository Limited viz., www.evoting.nsdl.com/

In the event the Resolutions is approved by requisite majority of Members, the date of passing of the said resolution, shall be deemed to be Friday, June 24, 2022 i.e. the last date stipulated for receipt of votes through E- voting.

SPECIAL BUSINESS:

1. Approval for sale or disposal of 100% shareholding of the Company in Forbes Facility Services Private Limited, wholly owned subsidiary of the Company

To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

"Resolved that pursuant to Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI LODR'') and applicable provisions, if any, of the SEBI LODR and the Companies Act, 2013 and Rules framed thereunder (including any statutory modifications and amendments), and such other approvals, consents, sanctions and permissions, as may be necessary, the consent of the Company be and is hereby accorded to the Board of Directors (hereinafter referred to as "the Board" which term shall include any Committee/s thereof), for sale/transfer/disposal of the entire shareholding of 10,00,000 of Rs. 10 each equity shares in its wholly owned subsidiary, Forbes Facility Services Private Limited (FFSPL) to SILA Solutions Private Limited ("SILA") for a consideration of Rs. 42 crores (Rupees forty two crores only) subject to certain closing adjustments as may be required in view of the conditions precedent and the pre and post closing adjustments as per the terms of the Share Purchase Agreement with SILA.

Resolved further that for the purpose of giving effect to this Resolution, the Board be and is hereby authorized to do all such acts, deeds and things as may be required and to resolve any question, difficulty or doubt and settle all matters connected thereto or incidental thereto and to execute all such documents, instruments as may be necessary or expedient or as may be deemed necessary in the interest of the Company."

By Order of the Board

Pankaj Khattar Head Legal & Company Secretary

Mumbai, May 20, 2022

Registered Office:

Forbes' Building, Charanjit Rai Marg, Fort, Mumbai 400 001 Tel: +91 22 6135 8900, Fax: +91 22 6135 8901 Email: investor.relations@forbes.co.in CIN: L17110MH1919PLC000628 Website: www.forbes.co.in

NOTES:

• 1. The Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 the Act read with Rule 22 of the Company (in to Management and Administration) Rules, 2014 with respect to the special business set out in the Notice is annexed hereto.
• 1. Notice of the Postal Ballot is being sent only through electronic mode to those Members whose email addresses are registered with the Company or Depositories Participant (""DP'')

Members holding shares in physical mode and whose email IDs are not registered, are requested to register their email ID with TSR Private Limited (RTA) at csg-unit@tcplindia.co.in or investor.relations@forbes.co.in, by sending a duly signed Form ISR-1 mentioning their Name as registered with the RTA, Address, email ID, Mobile Number, self-attested copy of PAN, DPID/Client ID or Folio Number and number of shares held. Shareholders holding shares in dematerialized mode are requested to register/ update their email address with the relevant Depository Participants.

• 1. | Members are requested to update their email address with Depository Participant/Company to enable us to send Notice/communications electronically.
• 1. As per Regulation 40 of SEBI LODR, as amended, securities of listed companies can be transferred only in dematerialized form with effect from, April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holdings to dematerialized form.

SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021 had mandated all the listed companies to record the PAN, address with Pin code, email address, mobile number, bank account details, specimen signature and nomination by holders of physical shares/securities. The Company has vide its circular dated February 5, 2022 requested all the shareholders holding shares in physical form to complete updation of PAN, KYC details and Nomination failing which the ledger folios of non-compliant shareholders will be frozen as per the above circular on or after April 1, 2023.

Members can contact the Company or Company's Registrars and Transfer Agents, TSR Consultants Private Limited ("TSRCPL') for assistance in this regard.

• 1. National Securities Depositories Limited ("NSDL") will be providing facility for voting through remote e-Voting, for participation in the Postal Ballot.
• 1. E-Voting
• I. Incompliance with provisions of Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of SEBI LODR, the Company is pleased to provide members facility to exercise their right to vote on resolution proposed to be considered by electronic means, through e- Voting Services provided by National Securities Depository Limited (NSDL).

II. The process and manner for remote e-voting are as under:

How do I vote electronically using NSDL e-Voting system?

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

Il.	The remote e-voting period commences on Thursday, May 26, 2022 (9:00 am) (IST) and ends on Friday, June 24, 2022 (5:00 pm) (IST). During this period Members' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Friday, May 20, 2022 may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.
II.		The process and manner for remote e-voting are as under:
	How do I vote electronically using NSDL e-Voting system?
		The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:
	Step 1: Access to NSDL e-Voting system
A)		Login method for e-Voting for Individual shareholders holding securities in demat mode
	e- Voting facility.	Login method for Individual shareholders holding securities in demat mode is given below: Login Method
	Type of shareholders Individual Shareholders	Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl. 1.
	holding securities in demat mode with NSDL.	com either on a Personal Computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e- Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting.
		Ifyou are not registered for IDeAS e-Services, option to register is available at https://eservices. 2. Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/ nsdl.com. Secure Web/IdeasDirectReg.jsp
		Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:// 3. www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/ Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
		Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by 4. scanning the QR code mentioned below for seamless voting experience.
		MSDOL Mobile App is avalinble on
		@ AppStore PP Govole Play
		Bae 4

Type of shareholders Individual Shareholders	Login Method Existing users who have opted for Easi / Easiest, they can login through their user id and password.
holding securities in demat mode with CDSL	1. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https:/Aveb.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.
	After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The 2. Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.
	Ifthe useris not registered for Easi/Easiest, option to register is available at https://Aveb.cdslindia. 3. com/myeasi/Registration/EasiRegistration
	Alternatively, the user can directly access e-Voting page by providing demat Account Number 4. and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period.
	Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password
	Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
option available at abovementioned website. Depository i.e. NSDL and CDSL. Login type	Helpdesk details
Shareholders Individual holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Shareholders Individual holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Shareholders Individual	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at
holding securities in	evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
demat mode with NSDL
Shareholders Individual	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at
holding securities in	helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43
demat mode with CDSL

B) Login Method for e-Voting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:/Avww.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e- Voting system is launched, click on the icon "Login" which is available under "Shareholder/Member' section.
• 1. Anew screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.con/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

User ID details are given below :
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
For Members who hold shares in demat account with a) NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**
For Members who hold shares in demat account with] b) CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12#########444% #4 then your user ID is 12*##
For Members holding shares in Physical Form. c)	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

• 1. Password details for shareholders other than Individual shareholders are given below:
• a) Ifyou are already registered for e-Voting, then you can use your existing password to login and cast your vote.
• b) 'If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your "initial password', you need to enter the "initial password' and the system will force you to change your password.
• c) How to retrieve your 'initial password'?
  • a) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your "initial password'.
  • b) 'If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
• a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
• b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl. com.
• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting svstem.

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle.

2. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
5. Upon confirmation, the message "Vote cast successfully" will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7. 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for Members

• Institutional Members (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to scrutinisers@mmjc.in with a copy marked to evoting@nsdl.co.in.
• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and e-voting user manual for Members available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at evoting@ nsdl.co.inor send a request at evoting@nsdl.co.in or contact Mr. Amit Vishal or Ms. Pallavi Mhatre or Mr. Pratik Bhatt from NSDL at the designated e-mail IDs: amitv@nsdl.co.in or pallavid@nsdl.co.in or pratikb@nsdl.co.in or at telephone nos.: +91 22 2499 4360/4545/4738.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

• 1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to investor. relations @ forbes.co.in.
• In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to investor.relations @ forbes.co.in. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at_step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode,
• Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.
• In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e- Voting facility.
• Other Instructions:
• I. The voting rights of Members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of Friday, May 20, 2022 as per the Register of Members/Statements of beneficial ownership maintained by the Depositories, i.e., NSDL and CDSL..

However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password" option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

• IL. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).
• I. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting or casting vote through e-voting system during the meeting.
• IV. Makarand M. Joshi and Co., Practicing Company Secretaries has been appointed as the Scrutinizer for providing facility to the Members of the Company to scrutinize the remote e-voting process and casting vote through the e-voting system during the meeting in a fair and transparent manner.
• The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited, Mumbai. Subject to receipt of requisite number of votes, the resolutions shall be deemed to be passed on Friday, June 24, 2022.

ANNEXURE TO NOTICE

Statement Pursuant to Section 102 (1) of the Companies Act, 2013 ("Act") The following explanatory statement sets out material facts relating to the special business set out in the accompanying Notice of Postal Ballot

Item No. 1

Pursuant to the Composite Scheme of Arrangement between Aquaignis Technologies Private Limited, Euro Forbes Financial Services Limited, Eureka Forbes Limited ("EFL"), Forbes & company Limited ("FCL") and Forbes Enviro Solutions Limited and their respective Shareholders ('Scheme') effective from February 1, 2022, Forbes Facility Services Private Limited ("FFSPL"), wholly owned subsidiary of erstwhile EFL is now a direct wholly owned subsidiary of the Company.

Forbes Facility Services Private Limited ("FFSPL") carries on the business of providing facility management services and on-site food catering services.

The Board of Directors (""Board'') of the Company at their meeting held on May, 20, 2022 approved Share Purchase Agreement (""SPA'') with SILA Solutions Private Limited ("SILA") for sale of Company's entire Shareholding in FFSPL for Rs. 42 Crores subject to approval of the Shareholders and other conditions precedent and subject to closing adjustments as may be required in view of the conditions precedent and the pre and post closing adjustments as per the terms of the SPA as being executed on May 20, 2022.

Pursuant to Regulation 24 (5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR") the disposal by a listed company of more than 50% of its shareholding in "material subsidiary' required the prior approval of the shareholders by way of special resolution. Material Subsidiary for the purposes of Regulation 24 (5) of SEBI LODR means a subsidiary whose income or networth exceeds 10% of the consolidated income or networth of the listed company and its subsidiary in the immediately preceding financial year.

FFSPL is likely to be a 'material subsidiary' as on March 31, 2022 for the purposes of compliance with Regulation 24 (5) of SEBI LODR.

SILA does not belong to Promoter/ Promoter Group Company (ies).

None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the Resolution at Item No. | of the Notice.

The Board recommends the passing of this Resolution at Item No. 1 of the accompanying Notice in the interest of the Company.

By Order of the Board of Directors

Pankaj Khattar Head Legal & Company Secretary

Mumbai, May 20, 2022

Registered Office:

Forbes' Building, Charanjit Rai Marg, Fort, Mumbai 400 001 Tel: +91 22 6135 8900, Fax: +91 22 6135 8901 Email: investor.relations@forbes.co.in CIN: L17110MH1919PLC000628 Website: www.forbes.co.in