Forbes & Company’s standalone record is technically debt-free and has carried a clean audit opinion for seven years, but the numbers behind that opinion tell a different story. Revenue fell from ₹199 crore in FY25 to ₹76.14 crore in FY26 as the large real-estate project that drove the prior two years wound down, operating cash flow has been negative for three straight years despite reported profits, and the promoter has pledged 98.2% of its holding. Off the standalone books, the group operates through a complex structure of over 20 entities, many dormant or insolvent, and shareholder approval exists to pledge Svadeshi Mills assets for another ₹380 crore.
Key findings
- Operating cash flow has been negative for three years despite positive reported PAT
Major- Standalone CFO was negative ₹6.12 crore in FY26, negative ₹11.21 crore in FY25, and negative ₹20.06 crore in FY24, while standalone PAT was positive in each of those years. Other income contributed 64.1% of standalone PBT in FY26, and ROCE declined from 113.5% in FY23 to 9.2% in FY26. The company paid a special interim dividend of ₹65 per share in FY23 but has declared no dividend since, and CWIP stood at just ₹0.34 crore at FY26. - The decade-long effort to revive Svadeshi Mills collapsed in FY2026, and Forbes Technosys is moving toward liquidation
Major- The Bombay High Court dismissed the application for a permanent stay on the winding up of Svadeshi Mills on 23 February 2026, and the company’s appeal was argued and reserved for order. The Division Bench had vacated the stay on 22 January 2025 and directed the Official Liquidator to take control of assets. Forbes Technosys was admitted to CIRP on 24 March 2025, resolutions failed, and the IRP has filed for appointment of a Liquidator. Disputed statutory dues on the standalone books stood at 46.75 crore as at 31 March 2023. - Exceptional items and scheme-driven gains dominate reported profit across years
Major- Exceptional items have been material in 7 of the last 10 financial years. A notional gain on demerger of ₹4,528.76 crore was recognised in FY2022, and a gain of ₹95.39 crore from discontinued operations was recognised in FY2025 upon loss of control over Forbes Technosys. Unrecognised deferred tax assets exist for accumulated tax losses of Forbes Lux International AG (₹1,104.14 crore as at 31 March 2023) and Forbes Technosys Limited (₹236.69 crore as at 31 March 2024), due to uncertainty of future taxable profits. - The group operates through a complex structure of over 20 entities, many dormant or insolvent
Minor- The group has eight unregistered Core Investment Companies within the Shapoorji Pallonji promoter group. Forbes Campbell Finance Limited, the sole material subsidiary, is itself an unregistered CIC with an investment portfolio of ₹61.28 crore and PAT of ₹80 lakhs on revenue of ₹1.19 crore. Forbes Lux International AG and Lux Schweiz AG were declared bankrupt on 14 August 2023 and the proceedings were closed due to lack of assets. - Auditor rotation from Price Waterhouse to Sharp & Tannan Associates followed a completed five-year term
Clean- Price Waterhouse served from the 98th AGM through the 103rd AGM, completing a five-year term. Shareholders approved Sharp & Tannan Associates at the 103rd AGM on 30 September 2022 with 100% of promoter and institutional votes in favour. No resignation or regulatory action against either firm is disclosed in any filing across FY20-FY26.
What to watch
- Svadeshi Mills winding-up appeal. The appeal filed on 24 March 2026 before the Division Bench of the Bombay High Court was argued and reserved for order as of the FY2025-26 reporting period.
- Forbes Technosys liquidation. The IRP’s application for appointment of a Liquidator is pending before the NCLT Mumbai Bench as of the FY2025-26 reporting period.
Bottom line: This is a record where the standalone audit opinion and the debt-free label mask a hollowed-out earnings profile, persistent negative cash flow, and material off-balance-sheet exposure routed through associates and pledged assets. The risk is not hidden in the footnotes, it is disclosed, but it sits in places a standalone P&L does not reach. Watch the Svadeshi Mills appeal and the Forbes Technosys liquidation for what they mean to the disputed statutory dues of ₹46.75 crore already on the standalone books, and watch whether the 15 crore loan to a fellow subsidiary ever gets a repayment date.