Your Directors have pleasure in presenting their 36^th Annual Report along with Audited Accounts for the year ended
on March 31, 2025.

RESERVES AND SURPLUS:

The Company has transferred the whole of the Profit of Rs. 288.85 Lacs to Retained Earnings under the head
Other Equity. Further Other Comprehensive Income of Rs. 0.37 Lacs has been transferred to the other
comprehensive Income under the head Other Equity.

DIVIDEND:

In order to conserve resources, your Directors do not recommend any dividend for the year. The Dividend Policy
is available on the website of the company. Link of Dividend Policy : chrome-
extension://efaidnbmnnnibpcajpcgldefindmkaj/https://www.frontlinecorporation.org/_files/ugd/77758d_7e31d5
d5d770486085be7fd56a491afa.pdf

Disclosure under Rule 8 (5) of Companies (Accounts) Rules, 2014:

STATE OF AFFAIRS

Revenue from operations has increased from Rs. 8,784.94 Lacs to Rs. 10,395.62 Lacs which is approximately
increase of 18.33%. The financial charges have increased from Rs. 22.29 Lacs to Rs. 83.92 Lacs which is
approximately increase of 276%.

CHANGE IN NATURE OF COMPANY BUSINESS:

The Company is engaged in the business of transportation, wind energy, trading of automotive parts, Petroleum

distribution and renting of immovable properties. During the year under review there was no change in nature of
Company Business.

DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED:
APPOINTMENTS:

During the year under review, there was no appointment of Key Managerial Personnel.

With respect to the appointment of Director, during the year the Company has made appointment of Ummay
Amen Mashraqi (DIN: 10594350) as Additional Director (Non-Executive, Independent) of the Company for a
first term of five (5) years effective from May 30, 2024 subject to the members approval at the forthcoming
annual general meeting.

Furthermore in the Annual General Meeting of the Company held on 28^th September, 2024 she was appointed as
Independent Director.

REAPPOINTMENTS:

Mr. Narayan Prasad Agarwal, Director of the Company (holding Director Identification Number 00060384),
liable to retire by rotation in terms of section 152(6) of the companies Act, 2013 and, being eligible, offers
himself for Re-appointment.

Mr. Saurabh Jhunjhunwala, Director of the Company (holding Director Identification Number 00060432),
liable to retire by rotation in terms of section 152(6) of the companies Act, 2013 and, being eligible, offers
himself for Re-appointment.

Mr. Pawan Kumar Agarwal, was re-appointed as Managing Director of the Company ( holding Director
Identification Number : 00060418 ) with effect from 20.01.2025

RESIGNATION AND CESSATION:

During the year under review, Mrs. Aarefa Kutub Kapasi ( DIN : 07127418 ) has ceased to be Director with
effect from 22^nd March, 2025. Other than this no Director / Key Managerial Personnel have resigned / ceased
during the year under the review.

DETAILS OF SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES:

During the year under review, there was no Subsidiary Company / Joint Ventures / Associate Companies were
there.

DEPOSIT:

The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of
the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no
particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

DEPOSIT ACCEPTED FROM DIRECTORS

Pursuant to Provisions of Rule 2 (1) (c) (viii) of the Companies (Acceptance of Deposit) Rules, 2014 an amount
of Rs. 80.35 Lacs is outstanding as on 31^st March, 2025 from the Directors of the Company

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
OR TRIBUNALS:

During the year under review there were no significant and material orders passed by any Regulators or Court or

Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or
Court or Tribunals which may have impact on the Company's operation in future.

a) Under NCLT Corporate Insolvency Resolution Process vide Company Petition (IB) No.
308/KB/2022 against Fairdeal Supplies Limited:

Fairdeal Supplies Limited a Company in which Promoter - Directors namely Mr. Ramprasad Agrawal,
Mr. Narayan Prasad Agrawal, Mr. Pawankumar Agarwal and Mr. Saurabh Jhunjhunwala are also the
Directors and Promoters of our

Company) has been admitted to Corporate Insolvency Resolution Process (CIRP) by

the Hon’ble National Company Law Tribunal, Kolkata Bench vide it judgement dated 19.03.2024 in the
matter of Pegasus Asset Reconstruction Private Ltd against M/s Fairdeal Supplies Ltd., and an Interim
Resolution Professional has been appointed by the Bench.

The suspended management of Fairdeal Supplies Limited filed an appeal before the Hon’ble National
Company Law Appellate Tribunal, New Delhi (NCLAT), against the said Judgment and the same has
been dismissed by NCLAT

Thereafter, the suspended management of the Company has filed an appeal for stay before the Hon’ble
Supreme Court against National Company Law Appellate Tribunal, New Delhi and the same has also
been dismissed, thereby upholding the initiation of CIRP.

As stated in the aforesaid note, the outcome may have implications on the financial position of the
Company, depending on the claims admitted and recoverability. The ultimate outcome and
consequential financial impact, if any, is presently not determinable.

b) Frontline Corporation Limited V/s. New India Assurance Company Limited

Being aggrieved by the order of 2nd Additional Senior Civil Judge, Bharuch in the year 2021 - 2022 for recovery
of Rs. 1,32,85,384/- filed by New India Assurance Company Limited against the Company. The Company filed a
First Appeal before Gujarat High Court. The matter is admitted and pending before Hon'ble High Court.

c) Frontline Corporation Limited V/s. New India Assurance Company Limited

Being aggrieved by the order of 2nd Additional Senior Civil Judge, Bharuch in the year 2021 - 2022 for recovery
of Rs. 80,02,430/- filed by New India Assurance Company Limited against the Company. The Company filed a
First Appeal before Gujarat High Court. The matter is admitted and pending before Hon'ble High Court.

d) Income Tax

Further the following are the dues pending on account of dispute:

Punjab & Sind Bank

Punjab & Sind Bank has earlier taken Symbolic Possession of one of the sub leased property situated at Gandhi
Nagar, Gujarat towards recovery of the due amount. Later on the Bank has taken physical possession of the said
property vide their letter dated 21.07.2017.

Since physical possession of the said property was given by TCS Ltd., the Licensee without our permission, the
matter is contested in Gandhinagar Civil Court along with other related matters.

Punjab & Sind Bank has taken physical possession of the property situated at Kolkata offered as collateral
security against credit facilities availed by the company.

However, the company has protested the contention in case filed by the Bank in Debt Recovery Tribunal
Kolkata. The matter is under hearing.

Matter is before the Honorable Tribunal and still pending for hearing as interim order has been extended till
further date of hearing which is 14.05.2024.

Meanwhile the Company also filed a case against the bank against non-performance of Specific performance of
contract at single bench of Hon’ble Calcutta High Court.

The Single Bench of Hon’ble High Court passed an order against the Company. However, the Company filed an
appeal against the said order in the Double Bench of Hon’ble Calcutta High Court. The said Double Bench heard
our grounds of appeal and passed order in our favor.

The Bank filed a Special Leave Petition against the said order of the Double Bench of Hon’ble Calcutta High

Court in Hon’ble Supreme Court. Special Leave Petition order was passed against the Company by setting aside
the Double Bench of Hon’ble Calcutta High Court order. Company had preferred to file Miscellaneous
Application with provisional application no. 13482 of 2023 awaiting for listing after summer vacation.

The said miscellaneous application has been heard and Apex Court had passed an order in favour of the
Company for allowing the Civil Court to proceed the Suit on Merit in the High Court, Kolkata and matter is
pending before Honorable Court.

UCO Bank

Various Properties of the Company were offered as Collateral Securities to UCO Bank in respect of various
credit facilities availed by Fairdeal Supplies Limited, a concern for which the Company has given its Security
and Corporate Guarantee. The Company would like to inform that Fairdeal Supplies Limited have made full
payment of the dues of UCO Bank and consequently the Security and Guarantee given by the Company has /
will be released subject to the completion of necessary formalities.

Other legal cases in the opinion of the Board are not of material nature.

INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal financial controls commensurate with the size and nature of its business to
support the preparation of the financial statements.

INSURANCE:

The properties of the Company stand adequately insured against risks of fire, strike, riot, earthquake, explosion
and malicious damage.

DIRECTOR’S RESPONSIBILITY STATEMENT:

As required under the provisions of Section 134 of the Act, your Directors report that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures.

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company
at the end of the financial year and of the PROFIT of the Company for that period.

(c) The Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have laid down internal financial controls as required by Explanation to Section 134(5) (e) of
the Act to be followed by the Company and such internal financial controls are adequate and are operating
effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and
such systems are adequate and operating effectively.

PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

COST RECORDS AND COST AUDIT:

The Company is not required to conduct Cost audit during the year. The Company is not required to file Cost
audit report during the year under review. The Company is not required to maintain the Cost records.

LISTING:

The Equity Shares of the Company are listed on BSE Limited and The Calcutta Stock Exchange. The Company
is regular in payment of listing fees. The Company has paid the listing fees for the year 2024 - 2025.

AUDITORS AND AUDITORS REPORT:

M/s. Paresh Thothawala & Co., Chartered Accountants (Firm Registration No. 114777W) Statutory Auditors of
the Company, holds office till the conclusion of Annual General Meeting for the year ended on 31^st March, 2027.

The auditors observations and its reply are as under :

FRAUD AND FRAUD REPORTING:

During the year under review no fraud has occurred in the Company.

No fraud has been reported by the auditor pursuant to the Section 143 (12) of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The details in respect of the conservation of energy, technology absorption and foreign exchange earnings and
outgo are more detailed in the Annexure I to the Directors Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the year under report were on an arm’s length basis and
in the ordinary course of business. There are no materially significant related party transactions made by the
Company during the year. Related Party Transactions Policy is available on the website of the Company at www.
frontlinecorporation.org. The details of transactions with the related party is provided in . No advance is / was
paid for entering into related party transactions.

The prices paid to the related party transactions are based on the ruling market rate at the relevant point of time.
Since there are no material related party transactions the requisite details in form AOC - 2 is not applicable.

Extract of the Annual Return

Pursuant to provision of Section 92 and 134 and other applicable provision of the Companies Act, 2013 and of
Rule 12 (1) of Companies (Management and Administration) Rules, 2014 the extract of the annual return in form
MGT 9 for the Financial Year ended on 31st March, 2025 is provided on the website of the Company i.e.
www. frontlinecorporati on.org

SECRETARIALAUDIT REPORT:

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March, 2025
given by M/s. Jalan Alkesh & Associates, Practising Company Secretary is annexed as Annexure II to this
Report.

The Qualifications made by the Secretarial Auditor and its reply is as under:

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The details of non-satisfaction of charges is as under:

The reply to the above qualifications is as under:

The Company will exercise more due diligence in respect of compliance of Companies Act, 2013.
Further with respect to the satisfaction of charges it is hereby stated that GE Capital
Transportation Financial Services Limited charge holder is not ascertainable inspite of reasonable
efforts by the Company.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The requisite details as required by Section 134(3) (e), Section 178(3) & (4) and SEBI ( Listing Obligations and
Disclosure Requirements ) Regulations, 2015 is attached herewith and forms part of the Directors Report. The
details of the remuneration policy of the Company as required in terms of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015 is provided in Annexure III to the Report.

The details in respect of Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure IV of the Report.

CORPORATE GOVERNANCE:

Pursuant to SEBI ( Listing Obligations and Disclosure Requirements ) Regulations, 2015 Management
Discussion & Analysis, Corporate Governance Report and Certificate regarding compliance to conditions of
corporate governance are made part of this Annual Report. The Management Discussion and Analysis which is
attached herewith and forms part of the report and which is attached as Annexure V and the Corporate
Governance Report which is attached herewith and forms part of the report and which is attached as Annexure
VI.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The details of the investments and loans including security deposit, if any are mentioned in notes to the Balance
Sheet. The loans are provided for business purpose. Members are requested to refer the same..

The Company has provided its Security and also provided its Corporate Guarantee for the loan availed by M/s.
Fairdeal Supplies Limited for Rs. 318 Crores. Fairdeal Supplies Limited has made full repayment of dues of
UCO Bank and consequently the Security and Corporate Guarantee given by the Company stands extinguished,
subject to the fulfillment of requisite formalities.

CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

Pursuant to Securities and Exchange Board of India (SEBI) has introduced SEBI (Prohibition of Insider Trading)
Regulations, 2015 a new Code of Conduct was adopted by the Company with effect from 1^st April, 2020. The
Company has also adopted a policy and procedure for enquiry in case of leak of sensitive and unpublished price
information. The Company has instituted a comprehensive code of conduct in compliance with the SEBI
regulations on prevention of insider trading. The code lays down guidelines, which advise on procedures to be
followed and disclosures to be made, while dealing in shares of the Company and cautions on the consequences
of non-compliances. The Code is also available on the website of the Company i.e.
www. frontlinecorporati on.org

RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Risk management process is designed to safeguard
the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and
mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated
with the management process such that they receive the necessary consideration during decision making. It is
dealt with in greater details in the management discussion and analysis section. The Risk Management Policy is
also available on the Company's website at www.frontlinecorporation.org

DECLARATION BY INDEPENDENT DIRECTORS:

The following Directors are independent in terms of Section 149(6) of the Act and SEBI ( Listing Obligations
and Disclosure Requirements ) Regulations, 2015 :

(A) Mr. Dipen Ashit Dalal

(B) Mrs. Ummay Amen Mashraqi

(C) Mrs. Aarefa Kutub Kapasi ( upto 22^nd March, 2025 )

(D) Mrs. Dipika Pradeep Soni

The Company has received requisite declarations/ confirmations from all the above Directors confirming their
independence.

NUMBER OF BOARD MEETINGS

During the year the Board of Directors met 8 (Eight) times. The dates of the Board meetings are as under:

For Committee Meetings please refer the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not covered under the criteria of the provision of Section 135 of the Companies Act, 2013 read
with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore it is not mandatory for
the Company to have the Corporate Social Responsibility.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-harassment policy in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set
up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who
directly report to the Chairman. All employees (permanent, contractual, temporary, trainees) are covered under
the policy. There was no compliant received from any employee during the financial year 2024-25 and hence no
complaint is outstanding as on 31.03.2025 for Redressal.

The Company has constituted an internal complaint committee pursuant to Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

SECRETARIAL STANDARDS:

The Company has complied with the mandatory Secretarial Standards issued pursuant to Section 110 of the
Companies Act, 2013.

ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and SEBI ( Listing Obligations and Disclosure Requirements )
Regulations, 2015 the performance evaluation was carried out as under:

BOARD:

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of
Directors evaluated the performance of the Board, having regard to various criteria such as Board composition,
Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the
performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of
the unanimous view that performance of the Board of Directors as a whole was satisfactory.

COMMITTEES OF THE BOARD:

The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders
Relationship Committee was evaluated by the Board having regard to various criteria such as committee
composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the
committees were performing their functions satisfactorily and according to the mandate prescribed by the Board
under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and SEBI (
Listing Obligations and Disclosure Requirements ) Regulations, 2015.

INDIVIDUAL DIRECTORS:

(a) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration
Committee, the performance of each independent director was evaluated by the entire Board of Directors

(excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision
making, communication, governance and interest of stakeholders. The Board was of the unanimous view that
each independent director was a reputed professional and brought his/her rich experience to the deliberations of
the Board. The Board also appreciated the contribution made by all the independent directors in guiding the
management in achieving higher growth and concluded that continuance of each independent director on the
Board will be in the interest of the Company.

(b) Non-Independent Directors: The performance of each of the non-independent directors (including the chair
person) was evaluated by the Independent Directors at their separate meeting. Further, their performance was
also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included
leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest
of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non¬
independent directors was providing good business and people leadership

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, if any, affecting the financial position of the Company
subsequent to the date of the Balance sheet and up to the date of the report.

POLICIES:

The various Policies required to be adopted by the Company pursuant to provision of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements ) 2015 are placed upon the website of the Company
i.e. www.frontlinecorporation.org

DIRECTORS ELIGIBILITY:

A Certificate obtained from Practicing Company Secretary that none of the Directors of the Company are
disqualified is attached herewith as Annexure VII of the Report.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31
of 2016) during the year along with their status:

No Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the year.

Details of difference between of amount of valuation done at the time of one-time settlement and the
valuation done while taking loan

Not Applicable.

OTHERS:

a) No issue of Equity Shares or Securities with Differential Voting Rights.

b) No issue of Equity Shares or Securities with Employees Stock Option Scheme.

c) No Voluntary revision of financial statements or Board Report was made during the year.

d) No amount or Shares were required to be transferred to Investor Education and Protection Fund.

APPRECIATION:

Your Directors acknowledge the continued support and cooperation received from the Central Government,
Shareholders, Banks and other Lenders, suppliers and Dealers.

The Board also wishes to record its sincere appreciation of the total commitment, dedication and hard work, put
in by every member of Frontline Group.

By order of the Board of Directors of
Frontline Corporation Limited

Sd/-

Place: Ahmedabad Ram Prasad Agarwal

Date: 2^nd August, 2025 Chairman

DIN:00060359