Frontline Corporation Ltd Directors Report

To

The Members,

Frontline Corporation Limited

Your Directors have pleasure in presenting their 37^th Annual Report along with Audited Accounts for the year ended on March 31, 2026.

Financial Performance and Appropriations :	(Rs in Lacs)	(Rs in Lacs)
	Current Year ended on 31-03-2026	Current Year ended on 31-03-2025
Revenue from Operations	11,834.63	10,395.62
Other Income	341.87	436.51
Total Income	12,176.50	10,832.13
Total Expenses	11,869.54	10,474.47
Profit /(Loss) before Taxation	306.96	357.66
Provision for Taxes Current	74.27	55.89
Provision for Taxes Deferred	(8.39)	12.92
Profit /(Loss) for the year from continuing operations	241.08	288.85
Other comprehensive Income (Net of Tax)	5.87	0.37
Total Comprehensive Income	246.94	289.22

RESERVES AND SURPLUS:

The Company has transferred the whole of the Profit of Rs. 241.08 Lacs to Retained Earnings under the head Other Equity. Further Other Comprehensive Income of Rs. 5.87 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://efaidnbmnnnibpcajpcglclefindmkaj/https://www.frontlinecorporation.org/_files/ugd/77758d_ 7e31d5d5d770486085be7fd56a491afa.pdf

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

STATE OF AFFAIRS

Revenue from operations has increased from Rs. 10,395.62 Lacs to Rs. 11,834.63 Lacs which is approximately increase of 13.84%. Total Comprehensive Income has declined by 16.54%. High Operational Cost and administrative expenses have dented the margins of the Company. Your Company is hopeful of better performance in the years to come.

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 Mrs. Neetu Rishi Jalan (DIN: 08719470) as Additional Director (Non-Executive, Independent) of the Company for a first term of five (5) years effective from April 22, 2025 subject to the members approval at the forthcoming annual general meeting.

Furthermore, in the Annual General Meeting of the Company held on 4^th September, 2025 she was appointed as Independent Director. .

REAPPOINTMENTS:

The following Directors who were liable to retire by rotation, were re-appointed at the Annual General Meeting held on 4^th September, 2025

a) Re-appointment of Mr. Narayan Prasad Agarwal (holding Director Identification Number 00060384). b) Re-appointment of Mr. Saurabh Jhunjhunwala Director of the Company (holding Director Identification Number 00060432).

RESIGNATION AND CESSATION:

There was no resignation / cessation of any Director or Key Managerial Personnel 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. 81.09 Lacs is outstanding as on 31^st March, 2026 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 Companys operation in future. The details of major pending litigation ongoing which can have material impact in future is as under :

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 Honble 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 Honble

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 Honble Supreme Court against National Company Law Appellate Tribunal, New Delhi and the same has also been dismissed, thereby upholding the initiation of CIRP.

Fairdeal Supplies Limited is in CIRP process.

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.

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 24.06.2014.

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. Since there was delay in filing Application before Honourable Civil Court, Gandhinagar, the Honourable Court has refused to condone the delay in filing application against which the Company has preferred an appeal before Honourable High Court of Gujarat.

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. Punjab and Sind Bank has filed recovery suit against the Company and the matter is still pending before the appropriate judicial authority. The outcome of the legal proceedings may have an impact on the operations of the Company.

Meanwhile the Company also filed a case against the bank against non-performance of Specific performance of contract. The matter is still pending before the appropriate judicial authority.

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.

DIRECTORS 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 2025 2026.

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 :

Sr. No.	Basis for Qualified Opinion	Reply of the Board of Directors
1	Non provision of interest of Rs. 671.98 Lacs on NPA accounts for the year under consideration the exact amounts of the said non provisions of interest are not determined and accounted for by the Company and to that extent Bankers loan liabilities are under stated and profit is overstated to the extent of non-provisions of interest.	The interest provision on NPA bank accounts has not been accounted for due to legal dispute between the company and the lender as Division Bench of Honble Calcutta High Court issued order in favour of the company. Being aggrieved against the said order the lender filed a Special Leave Petition against the said order of the Division Bench of Honble Calcutta High Court in Honble Supreme Court. Special Leave Petition order was passed against the Company by setting aside the Division Bench of Honble Calcutta High Court order. Company had filed Miscellaneous Application. 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 Honble Calcutta High Court and towards same the Setup of COMMISSION was allowed for Cross Examination of Plaintiff and defendant, which is in process as per order of Honble Calcutta High Court.
2	Regarding taking physical and/ or symbolical possession and initiating auction process on various assets by lenders; however, the company has received stay order against these proceedings and matter is sub-judicial till date. The management has not performed any impairment assessment for these assets. Accordingly, we are unable to ascertain the appropriateness of the carrying value of these assets and consequential impact if any on the accompanying standalone financial statements. Our audit opinion on the standalone financial statements for the year ended 31st March, 2026 was also qualified in respect of this matter.	The qualified opinion raised by the Statutory Auditors of the Company in their Independent Auditors Report it is stated that the attachment of properties by the lenders is a legal process and the Company is taking all legal steps to protect the property.
3	Due to uncertain consequence in this matter,	The qualified opinion raised by the Statutory

we are unable to identify impact if any on Auditors of the Company in their Independent standalone financial statement, our audit Auditors Report it is stated that due to opinion is qualified uncertain consequence in this matter they are unable to identify impact if any on standalone financial statement, as the matter is sub-judice the company is also unable to quantify the impact

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 arms 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, 2026 is provided on the website of the Company i.e. www.frontlinecorporation.org

SECRETARIALAUDIT REPORT:

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March, 2026 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: The details of charges which is yet to be registered with ROC are as under:

Sr. No. Brief description of the charges or satisfaction	Amount of Charge	Period by which such charge had to be registered
1 Mahindra & Mahindra Financial Services Ltd, 4th Floor, Dr. G M Bhosale Marg, Worli, Mumbai 400 018	8,00,000/-	03/03/2023
2 Kotak Mahindra Prime Limited 27BKC, C 27, G Block,Bandra Kurla Complex, Bandra ( East ),Mumbai, Mumbai, Maharashtra, India, 400051	12,15,000/-	30/11/2022

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

Sr. No. Brief description of the charges or satisfaction	Amount of Charge	Period by which such charge had to be registered
GE Capital Transportation Financial Services Limited, 04, Link Road, Jungpura Extn. New 1 Delhi - 110 014	1,89,70,000/-	27/04/2005
GE Capital Transportation Financial Services Limited, 04, Link Road, Jungpura Extn. New 2 Delhi - 110 014	47,00,000/-	18/07/2005
GE Capital Transportation Financial Services Limited, 04, Link Road, Jungpura Extn. New 3 Delhi - 110 014	1,15,00,000/-	25/09/2006
GE Capital Transportation Financial Services Limited, 04, Link Road, Jungpura Extn. New 4 Delhi - 110 014	1,15,00,000/-	25/09/2006
The Jammu & Kashmir Bank. Kolkata Main 5 Branch , Mukherjee Road , Kolkata	2,50,00,000/-	10/02/2010
Mahindra & Mahindra Financial Services Ltd, 4th Floor, Dr. G M Bhosale Marg, Worli, 6 Mumbai 400 018	9,30,000/-	13/01/2018
UCO Bank, Industrial Finance Branch,3, Netaji Subhas Road, Kolkata, West Bengal, India, 7 700001	8,00,00,000/-	13/07/2006
UCO Bank, Flagship Corporate Branch,3, Netaji Subhas Road, Kolkata, West Bengal, 8 India, 700001	285,00,00,000/-	19/03/2008

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..

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.frontlinecorporation.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 Companys 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. Neetu Rishi Jalan (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:

Sr. No.	Date of Board Meeting	No. of Directors entitled to attend the meeting	No. of Directors attending the meeting	Name of the Director attending the meeting
1	22/04/2025	7	3	1. Mr. Dipen Dalal
				2. Mrs. Ummay Amen Mashraqi
				3. Mrs. Dipika Pradeep Soni
2	25/04/2025	8	3	1. Mr. Pawan Kumar Agarwal
				2. Mrs. Dipika Pradeep Soni
				3. Mr. Dipen Ashit Dalal
3	30/05/2025	8	7	1. Mr. Pawankumar Agrawal
				2. Mr. Saurabh Jhunjhunwala
				3. Mr. Ram Prasad Agrawal
				4. Mrs. Ummay Amen Mashraqi
				5. Mr. Dipen Ashit Dalal
				6. Mrs. Neetu Rishi Jalan
				7. Mrs. Dipika Pradeep Soni
4	02/08/2025	8	7	1. Mr. Pawankumar Agrawal
				2. Mr. Saurabh Jhunjhunwala
				3. Mr. Ram Prasad Agrawal
				4. Mrs. Ummay Amen Mashraqi
				5. Mr. Dipen Ashit Dalal
				6. Mrs. Neetu Rishi Jalan
				7. Mrs. Dipika Pradeep Soni
5	14/08/2025	8	7	1. Mr. Pawankumar Agrawal
				2. Mr. Saurabh Jhunjhunwala
				3. Mr. Ram Prasad Agrawal
				4. Mrs. Ummay Amen Mashraqi
				5. Mr. Dipen Ashit Dalal
				6. Mrs. Neetu Rishi Jalan
				7. Mrs. Dipika Pradeep Soni
6	14/11/2025	8	7	1. Mr. Pawankumar Agrawal
				2. Mr. Saurabh Jhunjhunwala
				3. Mr. Ram Prasad Agrawal
				4. Mrs. Ummay Amen Mashraqi
				5. Mr. Dipen Ashit Dalal
				6. Mrs. Neetu Rishi Jalan
				7. Mrs. Dipika Pradeep Soni
7	28/01/2026	8	6	1. Mr. Pawankumar Agrawal
				2. Mrs. Dipika Pradeep Soni
				3. Mr. Ram Prasad Agrawal
				4. Mrs. Ummay Amen Mashraqi
				5. Mr. Dipen Ashit Dalal
				6. Mrs. Neetu Rishi Jalan
8	14/02/2026	8	7	1. Mr. Pawankumar Agrawal
				2. Mr. Narayan Prasad Agrawal
				3. Mr. Ram Prasad Agrawal
				4. Mrs. Ummay Amen Mashraqi
				5. Mr. Dipen Ashit Dalal
				6. Mrs. Neetu Rishi Jalan
				7. Mrs. Dipika Pradeep Soni

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 and hence no complaint is outstanding as at the end of the year 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.

e) In terms of the provisions of rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board opines that the Independent directors so appointed/re-appointed hold highest standards of integrity and possess necessary expertise and experience.

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: 24th August, 2026	Chairman
	DIN: 00060359

ANNEXURE I

TO THE DIRECTORS REPORT

Information as required under Section 134 (m) read with Rule 8 of Companies (Accounts) Rules, 2014

A. CONSERVATION OF ENERGY :

Power & Fuel Consumption :	Current Year	Previous Year
Electricity:	2025-2026	2024-2025
i) Purchased:
(a) Units	NIL	NIL
(b) Amount (Rs in Lacs)	NIL	NIL
(c) Units/per litre of Diesel Oil	NIL	NIL
(d) Cost per unit (Rs)	NIL	NIL
ii) Own Generation:
(a) Units	NIL	NIL
(b) Amount (Rs in Lacs)	NIL	NIL
(c) Units/per litre of Diesel Oil	NIL	NIL
(d) Cost per unit (Rs)	NIL	NIL
iii) Gas Consumption	NIL	NIL

Wind Mill Generation :

During the year the Company has generated 30,29,494 units F.Y. 2025-26 (through which it has generated net revenue of Rs. 190.74 Lacs ).

During the year under review, the Company has generated 27,66,955 units F.Y. 2024-25 (through which it has generated net revenue of Rs. 176.24 Lacs ).

Energy Conservation measures taken:

There is no manufacturing activity in the Company. However, to the best possible the Company is making effort to conserve the consumption of energy by minimizing the wastage of electricity.

Additional Investments and proposals being implemented for reduction of consumption of Energy:

Nil.

Impact of above measures:

More efficient utilization of power and reduction in energy consumption.

Total energy consumption and energy consumption per unit of production:

Not Applicable or the particulars are nil.

B. RESEARCH & DEVELOPMENT:

The Company has no specific Research & Development Department. Further the Company is not engaged in the manufacturing activity and hence the particulars of research and development are either nil or not applicable.

C. FOREIGN EXCHANGE EARNINGS AND EXPENDITURE:

Activities relating to export, initiative taken to increase exports development of new export markets for products and services, and export plans: Not Applicable or the particulars are nil.

Total foreign exchange used and earned: Nil (Previous Year: Nil)

Foreign Exchange Exposures not hedged at the close of the year: Nil (Previous Year: Nil)

	By order of the Board of Directors of
	Frontline Corporation Limited
	Sd/-
Place: Ahmedabad	Ram Prasad Agarwal
Date: 24th August, 2026	Chairman
	DIN: 00060359

Annexure II

Form No. MR-3 for the financial year ended on 31st March, 2026

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Frontline Corporation Limited

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Frontline Corporation Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Frontline Corporation Limited books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31 March, 2026 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March, 2026 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act): -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; - Not Applicable

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; - Not Applicable.

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 Not Applicable.

(h) The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 Not Applicable.

And in general, the Company has systems, process and procedure for the compliance of Other Laws Applicable to the Company.

The Electricity Act, 2003 National Tariff Policy Motor Vehicles Act, 1988

The Motor Transport Workers Act, 1961

The Air (Prevention and Control of Pollution) Act, 1981 Income Tax Act, 2025 Professional Tax Act Goods and Services Tax Act Code on Wages Industrial Relations Code Code on Social Security Occupational Safety, Health and Working Conditions Code

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicable to the Company.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, guidelines, standards etc mentioned above subject to the following:

The details of charges which is yet to be registered with ROC are as under:

Sr. No. Brief description of the charges or satisfaction	Amount of Charge	Period by which such charge had to be registered
1 Mahindra & Mahindra Financial Services Ltd, 4th Floor, Dr. G M Bhosale Marg, Worli, Mumbai 400 018	8,00,000/-	03/03/2023
2 Kotak Mahindra Prime Limited 27BKC, C 27, G Block, Bandra Kurla Complex, Bandra ( East ),Mumbai, Mumbai, Maharashtra, India, 400051	12,15,000/-	30/11/2022

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

Sr. No. Brief description of the charges or satisfaction	Amount of Charge	Period by which such charge had to be registered
GE Capital Transportation Financial Services Limited, 04, Link Road, Jungpura Extn. New 1 Delhi - 110 014	1,89,70,000/-	27/04/2005
GE Capital Transportation Financial Services Limited, 04, Link Road, Jungpura Extn. New 2 Delhi - 110 014	47,00,000/-	18/07/2005
GE Capital Transportation Financial Services Limited, 04, Link Road, Jungpura Extn. New 3 Delhi - 110 014	1,15,00,000/-	25/09/2006
GE Capital Transportation Financial Services Limited, 04, Link Road, Jungpura Extn. New 4 Delhi - 110 014	1,15,00,000/-	25/09/2006
The Jammu & Kashmir Bank. Kolkata Main 5 Branch , Mukherjee Road , Kolkata	2,50,00,000/-	10/02/2010
Mahindra & Mahindra Financial Services Ltd, 4th Floor, Dr. G M Bhosale Marg, Worli, 6 Mumbai 400 018	9,30,000/-	13/01/2018
UCO Bank, Industrial Finance Branch,3, Netaji Subhas Road, Kolkata, West Bengal, India, 7 700001	8,00,00,000/-	13/07/2006
UCO Bank, Flagship Corporate Branch,3, Netaji Subhas Road, Kolkata, West Bengal, 8 India, 700001	285,00,00,000/-	19/03/2008

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all the directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, there were no instances of :

(i) Public / Rights / Preferential issue of Shares / debentures / sweat equity of the Company.

(ii) Redemption/buy-back of securities.

(iii) . (iv) Merger/ amalgamation/ reconstruction etc.

(v) Foreign technical collaborations.

	For, JALAN ALKESH & ASSOCIATES
	COMPANY SECRETARIES
Date: 14th August, 2026
Place: Ahmedabad
	ALKESH JALAN
	PROPRIETOR
	M. No. FCS 10620, COP 4580
	UDIN: F010620H001060251

‘Annexure A

To,

The Members

Frontline Corporation Limited

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

	For, JALAN ALKESH & ASSOCIATES
	COMPANY SECRETARIES
Date: 14th August, 2026
Place: Ahmedabad	Sd/-
	ALKESH JALAN
	PROPRIETOR