Frontline Financial Services Ltd Directors Report

To,

TheMembers of

M/s.Frontline Financial Services Limited

Your directors have pleasure in presenting the Boards Report of your Company together with the Audited Statement of Accounts and the Auditors Report of your companyfor the financialyear ended,March 31,2025.

FINANCIAL HIGHLIGHTS

Particulars	Standalone
	Year ended March 31, 2025	Year ended March 31, 2024
	(INR)	(INR)
Total Revenue	71.82	251.96
Total Expenses	67.47	257.33
Total Profit/(loss) before exceptional and extraordinary items	4.35	(5.39)
Exceptional Items	0	0
Net Profit/(loss) Before Tax	4.35	(5.39)
Tax Expense	0	0
Net Profit/(loss) After Tax	4.35	(5.39)

FINANCIAL PERFORMANCE AND STATE OF AFFAIRS

During the year under review, the Company has made a profit of Rs. 4.35 Lakhs as compared to the loss of Rs. 5.39 Lakhs in financial year 2023-24.

DIVIDEND

Keeping in view the future prospects and plans of the Company, the Board has decided to conserve the fund of the Company and thereby do not recommend any divided for current financial year.

TRANSFERTO RESERVES

The company has transferred the profit amount to General Reserve during the year under review.

SHARECAPITAL

There were no changes to the authorized share capital during the year. The issued capital as of March 31, 2025 was Rs. 5,90,11,000.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

INFORMATION ON SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section125 (2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

FAMILIARIZATIONPROGRAMME FOR THE INDEPENDENTDIRECTORS

The Company follows a well-structured induction programme for orientation and training of Directors at the time of their joining to provide them with an opportunity to familiarize themselves with the Company, its management, its operations and the industry in which the Company operates. At the time of appointing a director, a formal letter of appointment is given to him/her, which int -alia explains er the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the Compliance required from him/her under the Companies Act, 2013, the Listing Regulations and other relevant regulations and affirmation taken with respect to the same.

MEETINGSOF THE BOARDOF DIRECTORS

During the year under review 8 board meetings were held. The intervening gap between meetings was within the period as prescribed under the Companies Act, 2013 (‘Act) and the Listing Regulations.

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1.	30/05/2024	5	5
2.	14/08/2024	5	5
3.	30/08/2024	5	5
4.	04/10/2024	5	5
5.	14/11/2024	5	5
6.	27/11/2024	5	5
7.	31/01/2025	5	5
8.	07/03/2025	5	5

DIRECTORS RESPONSIBILITYSTATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Companyconfirms that -

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to materialdepartures;

(b) The directors had 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 and loss of the companyfor that period;

(c) The directors 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 andother irregularities;

(d) Thedirectors had prepared the annual accounts on a going con cern basis;and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financialcontrols are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operatingeffectively.

EXTRACT OFANNUAL RETURN

The copy of Annual Return is available on the website of the company as per section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, and the link of the website is https://frontlinefsl.com/

AUDITORSAND REPORT THEREON

M/s. J S Shah & Co., Chartered Accountants, are the statutory auditor of the company for the year under review. There are qualifications or adverse remarks in the Auditors Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation. Further the Auditors Report for the financial year ended, March 31, 2025 is annexed herewith for your kind perusal and information.

LOANS,GUARANTEES AND INVESTMENTS

There were no loans, investments and guarantee were given under Section 186 of the Companies Act, 2013 during the year under review.

RELATEDPARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEOUTGO:

(A) Conservation of energy and Technology absorption

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

RISKMANAGEMENT

The Company does not have any Risk Management Policy as the element of risk threatening the Companys existence is very minimal.

DIRECTORSand KMP

Following is the composition of Board of Directors of the Company as on March 31, 2025:

Sr. No	Name of Director/KMP	Designation	DIN/ PAN
1	Mr. Sandeep Chhaganlal Mathur	Managing Director	08173027
2	Mr. Viki Jayeshkumar Shah	Non- Executive Director	07823247
3	Ms. Sejal Kaushikkumar Shah	Independent Woman Director	07489588
4	Mr. Pradeep Babulal Shah	Executive Director	05349427
5	Mr. Raghvendradhari Nandkishor Sharma	Independent Director	09209360
6	Mr. Sandeep Chhaganlal Mathur	Chief Finance Officer	AEKPM1066J
7	Isha Badruka	Company Secretary	AIJPI3374C

DEPOSITS

The company has not accepted any deposits during the year.

CORPORATESOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

RATIOOF REMUNERATION TOEACH DIRECTOR

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished in the auditor report of the company as attached herewith.

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUALDIRECTORS

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

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, Board culture, execution and performance of specific duties, obligations and governance.

INDEPENDENTDIRECTORS AND DECLARATION

The Board of Directors of the Company hereby confirms that all the Independent Directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

NOMINATIONAND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act, 2013 the Companys Nomination and Remuneration Committee comprises of three Directors. The table sets out the composition of the Committee:

Sr. No	Name of Director	Position Committee	held in	Director information
1	Sejal Shah	Chairman		Non-Executive Independent Director
2	Viki Shah	Member		Non-Executive Professional Director
3	Reghvendradhari Sharma	Member		Non-Executive Independent Director

Terms of Reference

The Terms of Reference of the Nomination and Remuneration Committee are as under:

1. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall, while formulating the policy ensure that: ? the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

? relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and ? remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

4. Regularly review the Human Resource function of the Company.

5. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval from time to time.

8. Any other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and rules made there under.

REMUNERATIONPOLICY

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Remuneration to Non-Executive Directors:

The Non-Executive Directors are paid remuneration by way of Sitting Fees and Commission. The Non-Executive Directors are paid sitting fees for each meeting of the Board and Committee of Directors attended by them.

AUDITCOMMITTEE

According to Section 177 of the Companies Act, 2013 the companys Audit Committee comprised of three directors. The board has accepted the recommendations of the Audit Committee. The table sets out the composition of the Committee:

Sr. No	Name of Director	Position held in Committee	Director information
1	Sejal Shah	Chairman	Non-Executive Independent Director
2	Raghvendradhari Sharma	Member	Non-Executive Independent Director
3	Pradeep Babulal Shah	Member	Executive Director

SECRETARIALAUDIT REPORT

Clarification to the qualifications or adverse remarks in the Secretarial Audit Report as mentioned below.

1. The Company is in process to identify eligible candidate for the post of Internal Auditor & shall appoint one at the earliest.

2. The Company has received the in principal approval for revocation of suspension of trading on 11^th August, 2025 and post revocation application has been submitted to the Exchange and hence the trading will be started soon.

3. The Company takes due note of the same & shall ensure requisite

compliances be carried out.

4. The Company takes due note of the same & shall ensure requisite compliances be carried out.

5. The company is not able to find the suitable person for the designation of CFO. The company is under process to identify eligible candidate for the post of CFO & shall appoint one at the earliest

COST AUDIT

Cost Audit is not applicable to the Company.

VIGILMECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Clause 49 of the Listing Agreement, the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the pres policyent for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company. The details of the Vigil Committee are annexed herewith for your kind perusal and information.

COMPLIANCE OFSECRETARIAL STANDARDS

During the financial year under review, the Company has complied with all the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, no complaints with allegations of sexual harassment were received by the Company. The statement in respect of compliant received and disposed is as below;

SrNo	Particulars	Details
1	Numberof complaints of sexual harassmentreceived in the	Nil
	year;
2	Numberof complaints disposed offduring the year; and	Nil
3	Numberof cases pendingfor more than ninety days	Nil

DETAILSOF ADEQUACY OF INTERNALFINANCIAL CONTROLS

The company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

This clause is not applicable to the company as there are no applications or proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year 2024-25.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONSALONG WITH THE REASONSTHEREOF:

This clause is not applicable to the company during the year 2024-25.

A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TOTHE PROVISIONSRELATING TO THE MATERNITY BENEFITS ACT, 1961:

The Maternity Benefits Act, 1961 is not applicable to the company during the year 2024-25.

ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

Registered Office:	Forand	on behalfof Board,
Office No.803, Eighth FloorWallstreet II,	Frontline FinancialServices Limited
Ellisbridge,Ahmedabad - 380006, Gujarat
Mail: compliance@frontlinefsl.com
Website:www.frontlinefsl.com
	Sd/-	Sd/-
	Viki Shah	SandeepMathur
	Director	ManagingDirector
	DIN:07823247	DIN:08173027
Place:Ahmedabad
Date: 04-09-2025