Frontier Capital Ltd Directors Report

To, The Members, FRONTIER CAPITAL LIMITED

The Directors of your Company are pleased to present the Forty First (41st) Annual report of your Company along with the Audited Standalone Accounts drawn for the financial year ended on March 31, 2025.

The Companys financial performance for the year under review along with previous years figures is given hereunder:

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars	31-03-2025	31-03-2024
Revenue from Operations	54.03	28.12
Other Income	14.79	0.69
Total Income	68.82	28.80
Total Expenditure	38.82	17.83
Profit Before Tax	30.00	10.97
Provision for Taxation (Including Current tax, Deferred Tax & Income Tax of earlier Years)	0.37	0.00
Net Profit	29.63	10.97
Profit Brought Forward	29.63	10.97
Net Profit after profit attributable to minority shareholders	29.63	10.97
Item of other comprehensive income recognised directly in retained earnings - on	29.63	00.0
defined benefit plan
Profit Available for Appropriation	29.63	10.97
APPROPRIATIONS:
Transfer to reserve u/s 45-IC of RBI Act, 1934	5.93	2.19
Surplus Balance carried to Balance Sheet	23.70	8.78

BUSINESS PERFORMANCE:

The Companys revenue from operations for the financial year ended 2025 stood at 54.03 lakhs, reflecting a slight improvement compared to the previous years revenue of 28.12 lakhs. The Company recorded a Net Profit (PAT) of 29.63 lakhs during the year.

DIVIDEND

To conserve resources and strengthen the financial position of the Company, the Board has not recommended any dividend for the year under review.

ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013:

In pursuance to the provisions of Section 92(3) of the Companies Act, 2013 read with Rules made thereunder and amended time to time, the Annual Return of the Company for the Financial Year ended on March 31, 2024 is available on the website of the company i.e. www.frontiercapital.in and the web link of the same is https://www.frontiercapital.in/investors-corner.

BOARD MEETINGS HELD DURING THE YEAR:

The Company had Nine Board Meetings during the financial year under review:

Sr. No. Date on Which Board Meetings were held	Total Strength of the Board	No. of Directors Present
1. 16.05.2024	6	6
2. 29.05.2024	6	6
3. 13.08.2024	6	6
4. 04.09.2024	5	5
5. 05.10.2024	5	5
6. 11.11.2024	5	5
7. 03.02.2025	5	5
8. 12.03.2025	5	5
9. 28.03.2025	5	5

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability would like to state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

b) they had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and loss of the Company for the year under review;

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they had prepared annual accounts on a going concern basis;

e) they had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively;

f) They had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were in place were adequate and operating effectively.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Nomination & Remuneration Committee has formulated a Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is disclosed at the website. The weblink for the same is www.frontiercapital.in.

AUDITORS:

Statutory Auditors:

The term of M/s. A. C. Bhuteria & Co., Chartered Accountants (Firm Registration No. 303105E), Kolkata will be expiring at the conclusion of ensuing 41^st Annual General Meeting. Based on the recommendation of the Board in its meeting held on 4th September, 2025, M/s A.P. Rajagopalan & co;, Chartered Accountants (Firm registration no: 108321W), is proposed to be appointed as Statutory Auditors of the Company to hold office for a term of five consecutive years i.e. from the conclusion of this Forty First Annual General Meeting till the conclusion of Forty Sixth Annual General Meeting of the Company, at such remuneration as may be approved by the Audit Committee/ Board of Directors of the Company from time to time.

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

Secretarial Auditors:

Based on the recommendation of the Board in its meeting held on September 4 2025, SB & Co., Company Secretaries (Firm registration no: P2009MH092100), is proposed to be appointed as secretarial auditors of the Company to hold office for a term of five consecutive years commencing from financial year 2025-26 till financial year 2029-30 subject to the approval of shareholders as per the Listing Regulations read with Section 204 of the Act and Rules thereunder.

Observations of Secretarial Auditors:

In terms of the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report for the financial year ended 31st March 2025 issued by S B & Co., Company Secretaries, is annexed herewith as Annexure-1 to this Report. The Secretarial Audit Report contains the following remarks: 1. The company has published the financial results and other details on the Company website and the same are being duly reflected on the BSE website, however, at times there have been delays in making newspaper publications. 2. Due to the extended notice period of the Appointee, there was a slight delay in filling the vacancy in the office of the Compliance Officer.

Boards Comments:

The Board has taken note of the observations of the Secretarial Auditor and wishes to state as under:

With respect to Point 1, the Company has since taken corrective measures and is making newspaper publications diligently. The financial results and other details are published in the website and the same being reflected in the BSE website.

With respect to Point no. 2, the selected candidate was serving notice period with his previous employer, and his joining was subject to completion of exit formalities as per his employment contract. The formal appointment required approval of the Board, and aligning the appointment with the scheduled Board Meeting led to additional procedural time.

The Company has initiated necessary steps to ensure that such instances do not recur in the future. The Board reaffirms its commitment to maintaining the highest standards of compliance and corporate governance.

FRAUDS REPORTED BY THE AUDITOR:

During the year under review, no instances of frauds have been reported by the Auditor (Statutory Auditor, Secretarial Auditor) to the Audit Committee / Board, under Section 143(12) of the Companies Act, 2013.

A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149:

The Company has received declarations from Independent Directors of the Company that they meet with the criteria of independence as prescribed under Subsection (6) of Section 149 of the Companies Act, 2013 read with Rule 6 (1) and (3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended from time to time and Regulation 16 & 25 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations).

All Independent Directors of your Company are registered with Indian Institute of Corporate Affairs as per the requirement of Section 149 of the Companies Act, 2013 and rules framed thereunder.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, paid to them for the purpose of attending meetings of the Board / Committee of the Company. Further, in the opinion of the Board, the Independent Directors fulfill the conditions prescribed under the SEBI (LODR) Regulations 2015 and are independent of the management of the Company. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct.

MATTERS AS PRESCRIBED UNDER SUB-SECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIES ACT, 2013:

The Nomination & Remuneration Committee is constituted in accordance with section 178 of the Companies Act 2013 and Regulation 19 of SEBI LODR Regulations, 2015. The powers and function of the Nomination and Remuneration Committee is stated in the Nomination and Remuneration Committee Charter of Frontier Capital Limited. The Remuneration policy is available at the Web link: https://www.frontiercapital.in/ investors-corner.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The loan made, guarantee given or security provided in the ordinary course of business by a NBFC registered with Reserve Bank of India are exempt from the applicability of provisions of Section 186 of the Act. As the Company being a NBFC registered with RBI the restrictions contained in the said provisions are not applicable to the Company.

PARTICULARS CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188:

All Contracts / Arrangements / Transactions executed by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis. The Audit Committee reviews all Related Party Transactions on quarterly basis. Particulars of such related party transactions described in Form AOC-2 as required under Section 134 (3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules 2014, which is annexed herewith as “Annexure 2”.

AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES:

During the year under review Rs. 5.93 Lakhs transferred to statutory reserve under Section 45 IC of RBI Act, 1934.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company during the period under review to the date of this Report. There has been no change in the nature of the business of the Company.

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

Conservation of Energy and Technology Absorption:

Since the Company is operating in the service sector, the provisions of Section 134(3)(m) of the Companies Act, 2013 regarding conservation of energy and Technology Absorption are not applicable.

Foreign Exchange earnings and outgo

The Company has no Foreign Exchange earnings and outgo.

RISK MANAGEMENT:

The Company has framed a Risk Management Policy which entrusts the Audit Committee and the Board with the responsibility of overseeing the Companys risk management framework. Their role includes monitoring the risk management processes and controls, assessing risk tolerance, capital, liquidity, and funding, as well as setting strategic plans and objectives for effective risk management. The Audit Committee and the Board also review the Companys risk appetite and strategies relating to key risks, including credit risk, liquidity and funding risk, market risk, product risk, and reputational risk, along with the guidelines, policies, and processes for monitoring and mitigating such risks.

The Board assumes overall responsibility for the risk management framework of the organization. Business risks are managed through cross-functional involvement and effective communication across various business segments.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 and rules made thereunder are not applicable to the Company. Therefore, the Company has not developed and implemented any policy on Corporate Social Responsibility initiatives.

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of 134(3)(p) the Companies Act, 2013 and Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually including Independent Directors as well as the evaluation of the working of its Committees. The evaluation was carried on the basis of a structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, level of engagement and participation, Board culture, execution and performance of specific duties, obligations and governance. The Board has expressed their satisfaction with the evaluation process.

In pursuant to Regulation 17(10) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the evaluation of Independent Directors were done by the entire board of directors which includes (a) Performance of the directors; and (b) Fulfilment of the independence criteria as specified in the regulations and their independence from the management.

Criteria adopted for evaluation:

The Board shall evaluate the roles, functions, duties of Independent Directors (IDs) of the Company. Each ID shall be evaluated by all other directors not by the Director being evaluated. The board shall also review the manner in which IDs follow guidelines of professional conduct. Further, in a separate meeting of Independent Directors, performance of non- independent directors, the Board as whole and the Chairman of the Company was evaluated.

(i) Performance review of all the Non-Independent Directors of the company on the basis of the activities undertaken by them, expectation of board and level of participation;

(ii) Performance review of the Chairman of the Company in terms of level of competence of chairman in steering the company;

(iii) The review and assessment of the flow of information by the Company to the board and manner in which the deliberations take place, the manner of placing the agenda and the contents therein;

(iv) The review of the performance of the directors individually, its own performance as well as evaluation of working of its committees shall be carried out by the board;

(v) On the basis of performance evaluation, it shall be determined by the Nomination and Remuneration Committee and the Board whether to extend or continue the term of appointment of Independent Directors subject to all other applicable compliances.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has no subsidiaries, Joint Venture or associate company during the period under review within the meaning of Section 2(6) of the Companies Act, 2013.

The Company continues to be subsidiary of Inimitable Capital Finance Private Limited.

PARTICULARS OF EMPLOYEES:

The information required under section on 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are mentioned as per “Annexure 3”.

THE CHANGE IN NATURE OF BUSINESS:

The Company continues to carry out the same activities and during the period under review there is no change in the nature of business.

DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION BY THE MANAGING DIRECTOR / WHOLE-TIME DIRECTOR FROM A COMPANY:

The Company has not paid any commission to the Managing Director / Whole-Time Director against any services during the period under review.

PUBLIC DEPOSITS:

The Company is Non - deposit taking Non-Banking Financial Company registered with Reserve Bank of India and is prohibited from accepting public deposits and therefore the Company has not accepted any deposits from public during the year under review and there was no public deposit outstanding as on March 31, 2025.

CAPITAL STRUCTURE:

During the year under review there was no change in the capital structure of the Company. The Company has not issued any equity shares with differential voting rights, nor has it granted any stock options or issued sweat equity shares during the year under review.

STATUTORY COMPLIANCE:

The Company has complied with Ind AS as prescribed under section 133 of the Companies Act, 2013. The Company has also complied with the directions issued by RBI from time to time.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

MATERIAL ORDER PASSED BY REGULATORS / COURTS / TRIBUNALS:

There was no material order passed by Regulators / Courts / Tribunals during the year under review impacting the going concern status and companys operations in future.

DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The relevant reporting provision does not apply to the Company; accordingly, no comments are offered by the Directors on the same.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not cross the threshold limit provided under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, relating to Corporate Social Responsibility, hence CSR is not applicable to the Company.

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year under review, no application was made, nor any proceedings were pending, under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

Internal Financial Control remains an important component to foster confidence in a companys financial reporting, and ultimately, streamlining the process to adopt best practices. In pursuance to provisions of Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 your Company has in place adequate internal controls with reference to financial statements and are operating effectively. The Company has devised proper system of internal financial control which is commensurate with size and nature of Business.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

As on 31st March, 2025, your Companys Board had Five Directors, out of which two are Independent Director, One Non-Executive Women Director. As required under the Act and the SEBI Regulations, the Company has constituted following Statutory Committees: - Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee All the recommendations made by the Committees, including the Audit Committee, were accepted by the Board. The details of Board and Committees composition, tenure of Directors, date of meeting and other details are available in the Corporate Governance Report, which forms part of the Annual Report

A) Changes in Directors:

During the year under review, Mr. Arshad Riyaz Ahmed Shaikh (DIN: 09802058) resigned from the post of Non-Executive Independent Director with effect from 10^th August, 2024 and taken on record by the board on 13^th August 2024.

Since the closure of the financial year ended March, 31 2025, Mr. Ashok Katra (DIN:07799527) resigned from the post of Non-Executive Independent Director with effect from 02^nd April 2025.

Mr. Prodyut Banerjee (DIN:01971583) has been appointed as an Additional Director in the Independent Category with effect from 12^th May, 2025 and his appointment is subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

Dr. Sumana Raychaudhury (DIN:07308451) has been appointed as an Additional Director in the Independent Category with effect from 4th September, 2025 and her appointment is subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

B) Key Managerial Personnel:

During the year under review:

Mr. Deepak Khandelwal has resigned as Company Secretary with effect from 30^th July, 2024.

Ms. Juhi Agrawal was appointed as Company Secretary with effect from 5^th October, 2024 and continue to be in office till 9^th December 2024. Mr. Manojkumar Kamble was appointed as Company Secretary with effect from 12^th March, 2025 and remained in office as Company Secretary and Compliance Officer till 31^st July 2025.

REPORTS ON MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE:

As required under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, Management Discussion and Analysis Report and Corporate Governance Report are forming part to this Report annexed as Annexure 4” and “Annexure 5”.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Company is committed for creating and maintaining a secure work environment where its employees can work in an atmosphere free of harassment, exploitation and intimidation. To foster a positive workplace environment, free from harassment of any nature to empower women and protect them against sexual harassment, and as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) and Rules made thereunder, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

During the year under review, there were no incidences of sexual harassment reported.

A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

The Company does not have any female employee hence this clause is not applicable.

DISCLOSURES PURSUANT TO RBI MASTER DIRECTION:

Pursuant to additional disclosure requirements as per RBI Circular No. RBI/2022-23/26 DOR.ACC.REC.No.20/21.04.018/2022-23, is disclosed in the note no. 42 read with 43 of the financial statements.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express their heartfelt gratitude to the Reserve Bank of India and other regulatory authorities for their invaluable guidance and cooperation. Their support has been instrumental in enabling the Company to operate effectively within the regulatory framework. The Board also extends its sincere appreciation to all individuals, shareholders, customers, Regulatory Authorities and other Business partners who have placed their trust in the Company and its management.

For and on behalf of the Board of Directors of

FRONTIER CAPITAL LIMITED
Sd/-	Sd/-
Hemendranath Choudhary	Mayur Doshi
Director	Chairman & Director
DIN: 06641774	DIN: 08351413
Place: Mumbai
Date: 4th September 2025