Directors Report of Maxgrow India Ltd.

In exercise of powers of the Board of Directors of Maxgrow India Limited (“the Company”), the
Board hereby presents the 33rd Board’s Report on the business and operations of the Company for
the financial year ended March 31, 2026.

1. CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)/ STATE OF
COMPANY’S AFFAIRS:

The Company had undergone Corporate Insolvency Resolution Process (“CIRP”) pursuant to
the order dated June 4, 2021 passed by the Hon’ble NCLT, Mumbai Bench. The Resolution Plan
submitted by M/s. PP Metallix Limited was approved by the Committee of Creditors and
subsequently by the Hon’ble NCLT vide order dated December 6, 2023.

Pursuant to implementation of the approved Resolution Plan, the Board of Directors and its
Committees were reconstituted, fresh equity shares were issued to Metal Industrial Pte. Limited,
certain existing shares were cancelled/extinguished, and the erstwhile promoter and promoter
group were reclassified as public shareholders. The Monitoring Committee constituted for
implementation of the Resolution Plan stood dissolved on December 10, 2024.

During the year under review, the Company continued its operations under the reconstituted
Board and focused on strengthening its governance, compliance and business operations.

Further, pursuant to the approval of the Board of Directors at its meeting held on December 24,
2025, the Registered Office of the Company was shifted, with effect from January 2, 2026, from
Office No. 5, Floor-5, Plot-239, Hari Leela House, Mint Road, GPO, Fort, Mumbai - 400001 to
Suchita Business Park, Ground Floor, Office No. UG50, Y. G. Seth Marg, Ghatkopar (East),
Mumbai - 400075. The aforesaid shifting was within the local limits of the City of Mumbai.

During the financial year ended March 31, 2026, there was no further change in the Registered
Office of the Company and the Company continued to operate from the aforesaid address.

The Company continues to undertake necessary steps towards stabilisation and growth of its
business operations following completion of the CIRP and implementation of the Resolution
Plan.

2. FINANCIAL HIGHLIGHTS (Amount in Lakhs)

a) Financial Performance - Standalone

The Company has no revenue from operations for the year ended March 31, 2026. Loss before
tax stood at Rs. 117.60 Lakhs for the year ended March 31,2026 as against loss before tax Rs.
2541.98 Lakhs for the year ended March 31, 2025.

b) Financial Performance - Consolidated

On a consolidated basis, total revenue from operations of Rs. 22,42,633.88 Lakhs for the year
ended March 31, 2026. Profit before tax stood at Rs. 45,027.74 Lakhs for the year ended March
31, 2026.

3. DIVIDEND

There is no recommendation of dividend on equity shares of the Company for the financial year
under review.

4. TRANSFER TO RESERVES

No amount is proposed to transfer to reserves during the Financial Year 2024-25.

5. CHANGE IN SHARE CAPITAL

As a part of the implementation of the Resolution Plan approved by the Hon’ble NCLT under
Section 31 of the Insolvency and Bankruptcy Code, 2016, vide its order dated July 24, 2019 read
with order dated September 4, 2019, the following changes have taken place in the share capital
of your Company during the year under review:

Authorized Share Capital:

There is no change in the authorized share capital of your Company which was Rs. 20 Crore
consisting of 4,00,00,000 equity shares of Rs. 5 each.

Issued and Paid-up Share Capital:

Pursuant to the implementation of Resolution Plan as approved by Hon’ble NCLT:

• The Company cancelled and Extinguished of all Equity Shares held by promoter and
promoter group and public shareholders holding more than 1000 shares (1001 and above).

• Allotment on December 23, 2024 of 8,71,740 Fresh Equity Shares of face value of Rs. 5/-
each to public shareholders holding 1,000 or fewer shares as of the record date, i.e., December
20, 2024.

• Allotment on December 23, 2024 of 3,90,73,325 fresh equity shares of face value of Rs. 5/-
each at a premium of Rs. 453 to Metal Industrial Pte Limited.

As on March 31, 2026, the total equity paid-up share capital of your Company was Rs. 19.97
Crore divided into 3,99,45,065 equity shares of Rs. 5 each fully paid-up.

6. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As part of the implementation of the Resolution Plan approved by the Hon’ble National
Company Law Tribunal (NCLT) vide its order dated December 06, 2023, under Section 31 of the
Insolvency and Bankruptcy Code, 2016,

i) The Company has entered into a share swap arrangement with the Resolution Applicant.
Pursuant to the said arrangement, the Company has acquired 100% stake in PP Metallix
Limited, thereby making it a subsidiary of the Company

ii) Pursuant to the issuance and allotment of fresh equity shares to Metal Industrial Pte.
Limited (Singapore), the Company became a subsidiary of Metal Industrial Pte. Limited
(Singapore), which holds 97.82% of equity shares in the company with effect from
December 23, 2024 and then after the new promoter/holding Company has transferred
5% shareholding from the new promoter Metal Industrial Pte Ltd. to the Identified
Operational Creditors.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, read with Rule 5 of the
Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial
statements of the Company’s subsidiaries, associates, and joint ventures in Form AOC-1 is
annexed herewith as Annexure I.

7. MATERIAL CHANGES AND COMMITMENTS

During the financial year under review, the Company has been revived from the Corporate
Insolvency Resolution Process (CIRP). Post revival, there have been no material changes or
commitments that could affect the financial position of the Company. Further, no significant
events have occurred between the end of the financial year and the date of this report which may
have an impact on the Company’s financials.

Pursuant to Regulation 7(2)(b) of the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, The Maxgrow India Limited (“Company”) has received a
intimation from Metal Industrial Pte Limited, the Promoter of the Company, about off-market
transfer of 11,25,513 equity shares (2.82% of total paid up capital of Company) to Ms. Sadhana
Uday Chourasia, a public shareholder. The said transfer has been undertaken to facilitate
compliance with the Minimum Public Shareholding (MPS) requirements applicable to the
Company. Consequently, the aggregate promoter shareholding stands reduced from 92.82% to
90.00%, and the public shareholding has increased from 7.18% to 10.00%. Company has made
necessary disclosure with BSE on this.

8. DEPOSITS

During the year under review, your Company has not accepted/renewed any public deposits
within the meaning of Sections 73 to 76A of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of Loans, Guarantees, Investments and Securities provided covered under the
provisions of Section 186 of the Act have been disclosed in the Notes to the financial statements
forming part of the Annual Report.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES

During the year, the Company had not entered into any contract/arrangement/ transaction with

related parties which could be considered material in accordance with the policy of the Company
on materiality of related party transactions. Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC- 2 is
not applicable.

The Company’s policy on related party transaction which is available on the Company’s website
www. maxgrowindia. in

11. REGISTRAR AND SHARE TRANSFER AGENT

During the year under review, Link Intime India Private Limited, Registrar and Share Transfer
Agent (“RTA”) of the Company has changed its name to ‘MUFG Intime India Private Limited’
(“MUFG”) with effect from December 31, 2024. MUFG is now the RTA of the Company.

12. CORPORATE GOVERNANCE REPORT

Reports on Corporate Governance in accordance with SEBI (LODR) Regulations, 2015 (“Listing
Regulations”), along with a certificate from Auditors regarding compliance of the Corporate
Governance are given separately in this Annual Report attached as Annexure II.

13. CORPORATE SOCIAL RESPONSIBILITY

The Company is covered under the provisions of Section 135 of the Companies Act, 2013;
however, due to inadequacy of profits during the year, no amount was required to be spent on
Corporate Social Responsibility (CSR) activities.

14. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34(2) of the SEBI (LODR) Regulations, 2015, is presented in a separate section
forming part of the Annual Report attached as Annexure III.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal control systems commensurate with the size, scale,
and complexity of its operations, ensuring orderly and efficient conduct of business, safeguarding
of assets, prevention and detection of frauds and errors, and accuracy and completeness of
accounting records along with timely preparation of reliable financial information; pursuant to
the implementation of the approved resolution plan, the Company has further strengthened its
internal controls, processes, and compliance framework, and the effectiveness of these systems is
reviewed periodically by the management.

16. RISK MANAGEMENT

The Company has in place a risk management framework to identify, assess, monitor, and
mitigate various risks that may impact its operations and business objectives. Post
implementation of the approved resolution plan, the Company has strengthened its risk
management processes to ensure timely response to emerging risks and uncertainties. The
management periodically reviews the key risks and takes appropriate measures to safeguard the
interests of the Company and its stakeholders.

17. CODE OF CONDUCT

The Company has adopted a Code of Conduct applicable to its directors and employees, laying
down the standards of integrity, transparency, and ethical behavior. The Code aims to guide
actions and decisions in the conduct of business and ensure compliance with applicable laws and
regulations. The Directors and senior management affirm compliance with the Code of Conduct
on an annual basis.

18. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing
Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism of
Directors and employees to report to the management about the unethical behavior, fraud or
violation of Company’s code of conduct.

The mechanism provides for adequate safeguards against victimization of employees and
Directors who use such mechanism and makes provision for direct access to the Chairman of the
Audit Committee in exceptional cases. None of the personnel of the Company have been denied
access to the Audit Committee. The Whistle Blower Policy is displayed on the Company’s
website at www.maxgrowindia.in.

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

The Company has adopted a policy on prevention, prohibition and Redressal of Sexual
harassment at workplace and has duly constituted an Internal Complaints Committee in line with
the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules thereunder. No case of child labour, forced labor, involuntary
labor, sexual harassment and discriminatory employment was reported during the FY 2025-26.
The Company has a policy on sexual harassment under which employees can register their
complaints against sexual harassment. The policy ensures a free and fair enquiry with clear
timelines.

20. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity benefit Act, 1961 including all
applicable amendments and rules framed there under. The Company is committed to ensuring a
safe, inclusive, and supportive workplace for women employees. All eligible women employees
are provided under the Maternity Benefit Act, 1961 including paid maternity leave, nursing
breaks, protection from dismissal during maternity leave. The Company also ensures that no
discrimination is made in recruitment or service conditions on the grounds of maternity.
Necessary internal system and HR policies are in place to uphold the spirit and letter of the
legislation.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted with a proper balance of Executive, Non¬
Executive and Independent Directors.

Pursuant to Section 149 (1) and 161 of the Companies Act, 2013 read with Rule 8 (5) (iii) of the
Companies (Accounts) Rules, 2014, the following were the Directors as on March 31, 2026:

• Mr. Rakesh Guda (DIN: 10755464) -Non-Executive Non-Independent Director;

• Mr. Amarjit Kumar Shrivastav (DIN: 10773544) Non-Executive Independent Director;

• Mr. Laxman Medudula (DIN: 10773555) Non-Executive Independent Director;

• Ms. Pooja Pravin Keer (DIN: 10773555) Non-Executive Independent Director;

• Mr. Shivkumar Ramsagar Pasi (DIN: 10869886) Managing Director;

However, after closure of financial year, Mr. Rakesh Guda and Ms. Pooja Pravin Keer,
Independent Directors ceased to be the Directors of the Company w.e.f August 10, 2026.

Mr. Krishnan (DIN: 07034128) was appointed as an Additional Director under the category of
Non-Executive Independent Director on June 29, 2026.

Key Managerial Personnel

During the year the Company has appointed Mr. Shivkumar Ramsagar Pasi as Managing
Director Officer on December 23, 2024.

Mr. Avinash Godse, Company Secretary and Compliance Officer of the Company has resigned
on July 19, 2025. Mr. Akshay Kene was appointed as Company Secretary and Compliance
Officer of the Company of the Company w.e.f April 03, 2026. Further Mr. Akshay Kene
resigned from the Company due to personal reason and would cease to act as a Company
Secretary and Compliance Officer of the Company with effect from 30th May, 2026.

After the closure of financial year, the Company has appointed Mr. Santosh Gabaji Doke as
Chief Financial Officer of the Company with effect from July 24, 2026

22. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section
149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in
Section 149(6) of the Companies Act, 2013 read with rules framed thereunder and SEBI (LODR)
Regulation.

In the opinion of the Board, the independent directors are, individually, person of integrity and
possess relevant expertise and experience.

In terms of regulation 25(8) of the Listing Regulations, they have confirmed that they are not
aware of any circumstances or situation which exist or may be reasonably anticipated that could
impair or impact their ability to discharge their duties. Based on the declarations received from
the independent directors, the Board has confirmed that they meet the criteria of independence as
mentioned under regulation 16(1)(b) of the Listing Regulations and that they are independent of
the management.

23. COMMITTEES OF BOARD, MEETINGS OF THE BOARD AND BOARD
COMMITTEES

The details of the number of Board and Committee meetings of your Company held during the
financial year, indicating the number of meetings attended by each Director is set out in the
Corporate Governance Report. The Composition and meetings of various committees of the
Board of Directors is provided in the Corporate Governance Report.

The Board of Directors met 11 times in the financial year:

24. BOARD’S EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out annual
performance evaluation of its own performance, the Directors individually as well as the
evaluation of the working of its Committees. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report pursuant to Regulation 34
read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 which forms part of this report.

25. TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

In compliance with the requirements of Listing Regulations, the Company is in process to place a
framework for Directors’ Familiarization Programme to familiarize them with their roles, rights
and responsibilities as Directors, the working of the Company, nature of the industry in which
the Company operates, business model etc.

26. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial
statements and during the year, no reportable material weaknesses in the design or operation
were observed.

27. AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate
Governance Report, which forms part of this report. All the recommendations made by the Audit
Committee were accepted by the Board.

28. COMPANY’S REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee and
pursuant to Listing Regulations and Section 178 of the Companies Act, 2013, framed a policy for
selection and appointment of Directors, Key Managerial Personnel and fixing their remuneration,
which is available on the Company’s website at www.maxgrowindia.in

29. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief, your Directors confirm that:

i. in the preparation of the annual accounts for the financial year ended March 31, 2026, the
applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;

ii. they have selected such accounting policies and applied 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 as at March 31, 2026 and of the profit of the Company for the
year ended on that date;

iii. they 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;

iv. they have prepared the annual financial statements on a going concern basis;

v. They have laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

30. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 relating to ‘Meetings of the
Board of Directors’ and SS-2, relating to ‘General Meetings’, have been duly followed by the
Company.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS

Apart from the approval of the resolution plan and revival of the Company, there is no other
material orders passed by the regulator or the Courts.

32. AUDITORS AND AUDITOR’S REPORTa) Statutory Auditors

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the
Companies Act, 2013, M/s ASAT & Associates (FRN: 130701W), Statutory Auditors of the
Company, tendered their resignation on May 15, 2025 for the financial year 2024-25.

Subsequently, on the same day, M/s R. B. Jain & Associates (FRN: 103951W) were
appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the
resignation, in accordance with the applicable provisions of the Companies Act, 2013.

M/s R. B. Jain & Associates (FRN: 103951W) were appointed as Statutory Auditors of the
Company by the shareholders at the Annual General Meeting held on June 01, 2026 for
period of five years. Pursuant to the provisions of Section 139 and other applicable
provisions, if any, of the Companies Act, 2013. However, later M/s R. B. Jain & Associates
(FRN: 103951W), Statutory Auditors of the Company, tendered their resignation on August
14, 2026. The Board of Directors placed on record its appreciation for the professional
services rendered by them during their tenure.

Subsequently, M/s. BNK & Associates, Chartered Accountants (FRN: 133082W) were
appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the
resignation, in accordance with the applicable provisions of the Companies Act, 2013. Their

appointment is proposed in this Annual General Meeting and forms part of the Notice.
The auditor’s report contains qualification, reservation or adverse remark or disclaimer.
Standalone:

Consolidated:Basis for Qualified Opinion (Financial Audit)

Unvalued Investment in OCDs: The Company acquired 75,93,900 Optionally Convertible Debentures
(OCDs) of Ultravolt Power Private Limited for ?75.10 lakhs based solely on internal management
assessment. No independent valuation or expert due diligence was obtained to verify the fair value and
recoverability. Consequently, the auditors were unable to obtain sufficient appropriate audit evidence to
determine if any carrying amount adjustments were necessary.

b) Details in respect of frauds reported by auditors

During the year under review, the Statutory Auditor in their report have not reported any
instances of frauds committed in the Company by its Officers or Employees under section

143(12) of the Companies Act, 2013.

c) Secretarial Auditor

The Board of Directors of the Company in its meeting held on May 05, 2026 has appointed M/s.
BYG & Associates., Practicing Company Secretaries, to carry out the Secretarial Audit for five
financial year started from April 01, 2025 to March 31, 2030. The Secretarial Audit Report
issued by M/s. BYG & Associates., for the financial year ended March 31, 2026, is annexed as
“Annexure IV” forming part this Report;

The remarks given by the Company on the observations of the Secretarial Audit Report of the
Company as given in the Secretarial Audit Report is self-explanatory.

Management Reponses: The Management has taken note of the observations and qualifications
made by the Secretarial Auditor. The delays and non-compliances were primarily due to the
ongoing implementation of the Resolution Plan and transition in management during the period
under review. The Company is in the process of strengthening its compliance framework and
internal controls to ensure timely and proper adherence to all applicable provisions of the
Companies Act, 2013, SEBI (LODR) Regulations, and other applicable laws. Necessary steps
have been initiated to regularize the pending compliances, and the Management is committed to
avoiding such instances in future.

Furthermore, pursuant to the provisions of Regulation 24A(1)(b) of the Listing Regulations and
as required under Section 204 of the Act and Rules thereunder, on the recommendation of the
Audit Committee and the Board of Directors it is proposed to appoint M/s. BYG & Associates,
Company Secretaries in Practice, (ICSI Unique Code: 5780/2024) as Secretarial Auditors of the
Company for a period of five years beginning from FY 2025-26 till FY 2029-30 subject to the
approval of shareholders of the Company at the ensuing Annual General Meeting.

d) Internal Auditors:

M/s. V. G. Kamat & Associates, Chartered Accountants (FRN: 104648W) were appointed as the
Statutory Auditors of the Company with effect from June 29, 2026.

33. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

During the year under review there was no foreign exchange earnings and outgo. Since the
Company does not have any manufacturing facility, the other particulars required to be provided in
terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 are not applicable.

34. ANNUAL RETURN

Pursuant to sections 92(3) and 134(3)(a) of the Act read with Rule 12 of Companies (Management
and Administration) Rules, 2014 (as substituted by the Companies (Management and
Administration) Amendment Rules, 2021 dated March 05, 2021), a copy of the annual return is made
available on the website of the Company at www.maxgrowindia.in.

35. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended,
none of the employees of the Company are drawing remuneration in excess of the limits set out

in the said Rules are provided in the Annexure V.

Disclosures relating to the remuneration and other details as required under Section 197(12) of
the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, are also forms part of this Report.

36. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read
with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the
code of conduct for prevention of insider trading and the Code for Corporate Disclosures
(“Code”), as approved by the Board from time to time, are in force by the Company.

37. ACKNOWLEDGEMENT

The Board of Directors expresses its sincere gratitude to all stakeholders for their support and
cooperation during and after the Corporate Insolvency Resolution Process (CIRP). The Board
places on record its appreciation for the Hon’ble NCLT, the Resolution Professional, Committee
of Creditors, financial and operational creditors, employees, and all business partners for their
valuable contribution.

The Directors also thank the shareholders, customers and suppliers for their continued trust and
confidence in the Company.

For and on behalf of the Board of Directors
Sd/- Sd/-Date: 27 August 2026 Shivkumar Ramsagar Pasi Amarjit Shrivastava

Place: Mumbai Managing Director Non-Executive Director

DIN.10869886 DIN.10773544

Dear Members,

The Directors have pleasure in presenting their 22nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. FINANCIAL RESULTS:

Particulars (Standalone) (Amount in INR/Hundred)

2014-15 2013-14

Total Income 17,80,14,038 1,177,372.69

Total Expenditure 173999541.68 1174847.08

Profit before exceptional items and Tax 4014496 2525.60

Less: Exceptional items - -

Profit before Tax 4014496.33 2,525.60

Less: Current Tax (Net of MAT Credit) 764962 481.26

Previous Year Tax - -

Deferred Tax (132466) (1,164.68)

Profit For the Year 33,85,209 3209.024

Earning per Equity Share (Face Value: Rs. 5/-)

Basic 0.16 0.02

Diluted 0.16 0.02

2. DIVIDEND:

Your directors have decided to deployed back the profits earned during the year and therefore not declared any dividend for the current financial year.

3. RESERVES:

There are no amounts transferred to Reserves during the year under review. However credit balance of Profit and Loss Account is transferred to Reserves and Surplus in Balance Sheet.

4. INFORMATION ON THE STATE OF COMPANY'S AFFAIR (COVERED UNDER INDUSTRY STRUCTURE AND DEVELOPMENT OF MANAGEMENT DISCUSSION AND ANALYSIS):

Inanna Fashion and Trends Ltd (Formerly known as Frontline Business Solutions Ltd) is in the business of providing value added "One Stop Shop" solutions for Human resource services and Trading. Amongst the various areas, we encompass Staffing, Sales & Marketing of telecom & financial products, Human Resources Management Solutions, KPO & BPO Solutions, Outbound Call Centers, Back Office Processes, and Event Management etc.

One of the key motives to diversify into an unrelated sector is to hedge your bets against the risks of economic or cyclical downturns that impact certain industries. If one of your businesses struggles through a seasonal, year-long or multi-year dip, businesses in unrelated categories could still thrive. This diversification helps you protect against major pitfalls of business downturns. This is the major reason that we are in the process of diversifying into the innerwear business. In regards to this diversification, we are currently undertaking a detailed feasibility report on the industry, competition and the strategy for complete future business operations. We are still discussing the minor details for executing the project and shall let the various stakeholders

5. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:

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

6. DIRECTORS' RESPONSIBILITY STATEMENT:

As per the clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors' state that:

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

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 company for 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 and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls 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 operating effectively.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint ventures and associate company.

8. DEPOSITS:

During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

9. SHARE CAPITAL:

The Paid-up Equity Share Capital as on March 31, 2015 was Rs. 106,620,390/- comprising 21,324,078 Equity Shares of Rs. 5/- each.

10. RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management Policy duly approved by the Board and is overseen by the Audit Committee of the Company on a continuous basis to identify, assess, monitor and mitigate various risks to key business objectives.

11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report, which forms part of this Annual Report.

13. CORPORATE GOVERNANCE:

The Company is committed to good corporate governance in line with the Listing Agreement and Inanna Fashion and Trends Limited (Formerly known as Frontline Business Solution Limited) as corporate governance norms. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with BSE. The Compliance certificate from M/s. P. C. Baradiya & Co., Chartered Accountants regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement has been annexed with the report.

14. BUSINESS RESPONSIBILITY REPORT:

Pursuant circular no. CIR/CFD/DIL/8/2012 dated 13th August, 2012 issued by Securities and Exchange Board of India (SEBI), Clause 55 of the Listing Agreement relating to Business Responsibility Report is not applicable to the Company.

15. PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee 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 2014-2015, no complaints were received by the Company related to sexual harassment.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Natwar Balkrishna Sureka (DIN:01296522), Managing Director of your Company was re-appointed for a period of 5 (five) years commencing from June 20, 2013 to June 19, 2016 by the shareholders of the Company at 21st AGM of your Company held on September 29, 2014.

Further, Mr. Brijkishore K. Ruia (DIN: 00309420) was appointed as Independent Director on the Board of Directors of your Company at 21st AGM of your Company held on September 29, 2014 to hold office upto 5 (five) consecutive years.

Further in compliances with the provisions of Section 149(3) of the Companies Act, 2013, the Board has Mrs. Manju Natwar Sureka (DIN: 01362461) as a Woman Director on the Board.

17. DECLARATION OF INDEPENDENT DIRECTOR:

The Company has received declaration from Independent Director that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

18. EVALUATION OF BOARD'S PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working if its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

19. BOARD AND BOARD COMMITTEES:

The details of Board Meetings held during the year, attendance of the directors at the meetings and details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

20. MANAGERIAL REMUNERATION:

Disclosures of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as "Annexure A".

The details of remuneration paid to the Managing Director of the Company are given in Form MGT-9 forming part of the Directors Report.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not granted any loans or given guarantees or made any investments covered under the provisions of Section 186 of the Companies Act, 2013

22. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not required to develop and implement any Corporate Social Responsibility initiatives as the said provisions are not applicable.

23. RELATED PARTY TRANSACTIONS:

During the financial year 2014-15, your Company has not executed any transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014. During the financial year 2014-15, there were no transactions with related parties which qualify as material transactions under the Listing Agreement.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as below:

* Energy Conservation: During the period under review there was no Energy conservation

* Technology Absorption: During the period under review there was no Technology Absorption.

* Foreign Exchange Earnings and Outgo: During the period under review there was no foreign exchange earnings or out flow.

26. STATUTORY AUDITORS:

The Company, pursuant to section 139 of the Companies Act, 2013 and rules framed thereunder, in the previous Annual General Meeting held on 29th September 2014, had appointed M/s. P. C. Baradiya & Co., Chartered Accountants, as the Auditor of the Company who shall hold office till the conclusion of sixth Annual General Meeting of the Company on such remuneration as may be determine by the Board after discussion with Audit Committee and the Auditors.

M/s. P. C. Baradiya & Co. have express their willingness to get re appointed as the Statutory Auditor of the Company and has furnished a certificate of their eligibility and consent under section 141 of the Companies act, 2013 and the rules framed thereunder. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Board recommends ratification of the appointment of M/s. P. C. Baradiya & Co., Chartered Accountants, Mumbai at the ensuing Annual General Meeting of the Company.

27. AUDITORS' OBSERVATION & REPORT:

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

28. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has M/s. Mihen Halani & Associates for conducting secretarial audit of the Company for the financial year 2014-2015.

The Secretarial Audit Report is annexed herewith as "Annexure B".

Board's Reply of the comments in the Secretarial Audit Report:

The Company had no Company Secretary & Chief Financial Officer as required under the provision of Sec 203 of the Companies Act, 2013.

The Company is looking for the fit and proper candidature for the position of CS and CFO as per allocated budget to comply with Section 203(1) of the Companies Act, 2013.

The Company has not appointed Independent Directors as required under Sec 149 of Companies Act, 2013 and Clause 49 of Listing Agreement.

The Company is in process of identifying a suitable profile for appointment a Non - Executive and Independent Director.

The composition of the Board of Directors is not in consonance with Clause 49 of the Listing Agreement and Sec 152(6) Of Companies Act, 2013.

The Company is in process of appointing a Non - Executive and Independent Director.

The Composition of Audit committee and Nomination and remuneration Committee is not adequate and proper.

The said non compliance is due to non appointment of Independent Director on the Board. The Company is in process of appointing a Non - Executive and Independent Director.

The Company during the financial year has not published its results and notice of the Board Meeting as required under Clause 41 of the listing agreement in newspapers.

The Company publishes the results on BSE website. The relevant documents are already in public domain.

The Company has not filed MGT 14 for the approval of financial results for the quarter ended June 2014.

Due to administrative inconvenience, company inadvertently oversight the said compliance.

The Company has re-appointed Mr. Natwar Sureka as Managing Director for a period of Five years. The Company has not filed e-form MR-1 with the Registrar of Companies. Further, the Company has not disclosed details as required under Schedule V of the Companies Act, 2013 in the explanatory Statement of the resolution.

The non-filing of relevant form was not intentional and the same is being filed. Further the Company has made necessary disclosures about the Managing Director in the "Report on Corporate Governance", a part of this Annual Report for the year ended 31st March, 2015.

It was observed that occasionally the Company has used letterhead not having CIN.

The same is not intentional. The company has printed letterheads with CIN no and also using the same. However occasionally one of the employee has used old letterheads resulting non-compliance of the relevant provisions. Now, we have discarded all old letterheads so that no one can have access to the same.

The website of the Company is not updated. The website does not have details of financial data, policies as required under the Listing Agreement.

The Company is in process of updating the website and will update the details as required under Listing Agreement.

The Company has not appointed internal auditor as required under Sec 138 of the Companies Act, 2013.

The Company will finalized the said appointment in the current financial year 2015-2016.

As there is only one Independent Director on the Board of the Company, separate meeting of Independent Directors was not possible.

The Company is in process of appointing a Non - Executive and Independent Director.

The Company has changed its name from Frontline Business Solutions Limited to Inanna Fashion and Trends Limited. The change of name of the Company in the records of BSE is pending.

The Company has already filed an application with BSE for change of name of the Company and it is under process

As informed to us by the management, a case is going on the company in the High Court of Judicature

The Company had already allowed inspection of statutory register and records of the company to Mr. Anil Kumar Poddar. The representative of the at Bombay by Anil Kumar Poddar Shareholder of the company having Shares in DPID No.IN3002l4/Client Id regarding not allowing inspection of statutory register and records of the company.

Company attends the matter in the High Court.

During the year, the Company has received following show-cause notice:

(i) from Ministry of Corporate Affairs for Compliant of Non-receipt of Annual Report and

(ii) from Securities and Exchange Board of India

a) Disclosures in the Scrip of FBSL.

b) Delay in processing of share transfer requests.

The Company has duly replied to the show cause notice to Securities and Exchange Board of India. But the Company has no records of reply to the show cause notice of Ministry of Corporate Affairs.

The observation made is self-explanatory and hence do not call for any further comments.

Financial results for the quarter/year ended March 2015 under Clause 41 of the Listing Agreement were submitted with delay of 3(three) days. Further the Company has paid penalty for Non-compliance to Bombay Stock Exchange on July 22, 2015.

The observation made is self-explanatory and hence do not call for any further comments.

Annual Report for financial year ended 31st March, 2014 under Clause 31 of the Listing Agreement were submitted with delay of 3 (three) days. Further the Company has paid fine for late submission to Bombay Stock Exchange on February 11, 2015.

The observation made is self-explanatory and hence do not call for any further comments.

The Company has given newspaper notice for Annual general Meeting in English newspaper 'the Free Press Journal' and Regional Marathi Newspaper 'Navshakti'. The Company has failed to give notice in regional newspaper in the principal vernacular language of the district in which the registered office of the company.

The Board has taken on record observation made by the Secretarial Auditor and now the Company will publish the notice in the principal vernacular language of the district

29. EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure C" to this Report.

30. CHANGE IN NAME AND MAIN OBJECT OF THE COMAPANY:

During the year under review, the name of the Company has been changed from M/s. Frontline Business Solutions Limited to M/s. Inanna Fashion and Trends Limited. With continuing the existing business activity, the Management has diversified its business activities in the fashion industry which includes trading in men's wear and women's wear including inner wears and beauty and personal care products.

31. ACKNOWLEDGEMENTS:

Your Directors thank the Company's bankers, financial institutions, Central Government, other government authorities and shareholders for their consistent support to the Company. The Directors also sincerely acknowledge to the significant contributions made by all stake holders for their dedicated services and support to the Company.

On behalf of Board of Directors

Sd/- Sd/-

Place: Mumbai Natwar Sureka Manju Sureka Date: 14/08/2015 Managing Director Director

Dear Members,

We have pleasure in presenting the 21st Annual Report of the Company along with the Audited Statements of Accounts for the year ended March 31, 2014. The summarized financial results are given below.

FINANCIAL HIGHLIGHTS:

(Rs. in Hundred)

FINANCIAL RESULTS: 2013-2014 2012-2013

Total Income 1,177,372.69 17,65,326.37

Total Expenditure excluding Depreciation 1,167,877.58 17,17,669.46

Profit Before Interest, Depreciation & Taxation 9,495.11 47,656.91

Less: Interest Charges - -

Profit Before Depreciation & Taxation 9,495.11 47,656.91

Less: Depreciation 6,969.50 6,923.22

Profit Before Taxation 2,525.60 40,733.69

Less: Current Tax 481.26 7,761.80

Less: Previous Year Tax - 12,652.37

Less: Deferred Tax 1,164.68 10,139.28

Profit After Taxation 3,209.02 10,180.24

Balance Brought Forward from Previous Year (98,006.35) (111,426.27)

Profit/(Loss) Carried to Balance Sheet (101,081.60) (98,006.36)

PERFORMANCE REVIEW:

During the year under review, the Company earned income of Rs. 1,177,372.69 /- from as compared to previous year of Rs. 17,65,326.37/-

DIVIDEND:

Due to inadequacy of profits during the year under review, your Directors do not recommend any dividend for the financial year 2013-2014.

TRANSFER OF RESERVES:

In the absence of adequate profits, no amount was transferred to Reserves.

SHARE CAPITAL:

As on 31st March, 2014, the paid up share capital of the Company is Rs.106,620,390/- divided into 21,324,078 equity shares of Rs. 5/- each.

DIRECTORS:

During the year under review, Mr. Chirag Chandrakant Parekh has resigned from directorship on 14th March 2013.

Mr. Nawar Sureka continues to be Managing Director, Mrs. Manju Sureka continues to be Whole-time Director.

In terms of Section 149 of the Companies Act, 2013, which has come into force with effect from April 01, 2014, an Independent Director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation.

In compliances with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Brijkishore K. Ruia as Independent Directors is being placed before the Members in General Meeting for their approval. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub- section (6) of Section 149 of the Companies Act, 2013.

Members are requested to refer to the notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

DEPOSITS:

The Company has not accepted deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of the Deposits) Rules, 1975 during the year under review.

SUBSIDIARIES:

The Company does not have any subsidiary Company.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 217(2AA) of the Companies Act, 1956, we, the Directors of Frontline Business Solutions Limited state in respect of financial year 2013 - 2014 that:

a) in the preparation of 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 true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this act for safeguarding the assets of the Company and fro preventing and detecting fraud and other irregularities;

d) That the directors had prepared the annual accounts for the financial year 31st March, 2014 on a going concern basis.

AUDITORS:

The Statutory Auditors M/s. P. C. Baradiya & Co., Chartered Accountants, Mumbai, having Firm Registration No 101017W, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment.

Your Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board is of the opinion that continuation of M/s. P. C. Baradiya & Co.,, Statutory Auditors during FY 2014-15 will be in the best interests of the Company and therefore, Members are requested to consider their re-appointment as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till the conclusion of the twenty- sixth AGM of the Company to be held in the year 2019 at remuneration as may be decided by the Board.

AUDITOR''S OBSERVATIONS:

The observations and comments given in the Auditors'' Report are self explanatory and do not require further explanation.

PARTICULARS OF EMPLOYEES:

Since none of the employees are drawing remuneration beyond the prescribed limits, there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules.

DEPOSITORY SYSTEM:

As on March 31, 2014, 90.13% of the Company''s paid-up share capital representing 1,92,18,860 shares is in dematerialized form. In view of the numerous advantages offered by the Depository system, Members holding shares in physical mode are requested to avail of the facility of dematerialization of the Company''s shares on either of Depositories.

DISCLOSURE UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

The particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure-I to this Directors Report.

ACKNOWLEDGEMENT:

Your Directors thank the Company''s bankers, financial institutions, Central Government, other government authorities and shareholders for their consistent support to the Company. The Directors also sincerely acknowledge to the significant contributions made by all stake holders for their dedicated services and support to the Company.

On behalf of the Board of Directors

Sd/- Natwar Sureka Chairman & Managing Director

Place: Mumbai Date: May 30, 2014

To, The Members,

The have pleasure in presenting the 20th Annual Report of the Company along with the Audited Statements of Accounts for the year ended March 31, 2013. The summarized financial results are given below.

FINANCIAL HIGHLIGHTS:

(Rs. in Hundred)

FINANCIAL RESULTS: 2012 - 2013 2011 - 2012

Total Income 17,65,326.37 13,25,213.44

Total Expenditure excluding Depreciation 17,17,669.46 12,36,522.08

Profit Before Interest, Depreciation & Taxation 47,656.91 88,691.36

Less: Interest Charges - -

Profit Before Depreciation & Taxation 47,656.91 88,691.36

Less: Depreciation 6,923.22 6,306.09

Profit Before Taxation 40,733.69 82,385.27

Less: Current Tax 7,761.80 -

Less: Previous Year Tax 12,652.37 -

Less: Deferred Tax 10,139.28 19,323.92

Profit After Taxation 10,180.24 63,061.34

Balance Brought Forward from Previous Year (111,426.27) (174,487.61)

Profit/(Loss) Carried to Balance Sheet (98,006.36) (111,426.27)



PERFORMANCE REVIEW:

During the year under review, the Company earned income of Rs. 17,65,326.37/- from as compared to previous year of Rs. 13,25,213.44/-.

DIVIDEND:

In view of accumulated losses, your directors do not recommend any dividend for the financial year 2012 - 2013.

TRANSFER OF RESERVES:

In view of accumulated losses, the Company has not transferred any amount to reserves.

SHARE CAPITAL:

During the year under review, 800,000 equity shares of Rs. 10/- each at a premium of Rs. 10/- in exercise of right of the warrant holder were issued to the promoters and non-promoter on preferential basis on October 30, 2012 and thereafter sub division of each equity share of the face value of Rs. 10/- each fully paid up in the capital of the Company into two fully paid up equity shares of Rs.5/- each w.e.f January 31, 2013.

As on 31st March, 2013, the paid up share capital of the Company is Rs. 10,66,20,390/- divided into 2,13,24,078 equity shares of Rs. 10/- each.

DIRECTORS:

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Mr. Brijkishore K. Ruia retires by rotation and being eligible offer himself for re- appointment.

During the year under review, Mr. Chirag Chandrakant Parekh appointed as Directors w.e.f July 01, 2013.

Mr. Nawar Sureka continues to be Managing Director, Mrs. Manju Sureka continues to be Whole-time Director and Mr. Brijkishore K. Ruia continues to be Director on the Board of Director of the Company

During the year under review, Mr. Ravi Prakash Saraf was appointed as Director w.e.f June 14, 2013 and resigned w.e.f July 01, 2013. Mr. Mahendra Hiraman More resigned w.e.f June 14, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

DEPOSITS:

The Company has not accepted deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of the Deposits) Rules, 1975 during the year under review.

SUBSIDIARIES:

The Company does not have any subsidiary Company.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 217(2AA) of the Companies Act, 1956, we, the Directors of Frontline Business Solutions Limited state in respect of financial year 2012 - 2013 that:

a) in the preparation of 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 true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this act for safeguarding the assets of the Company and fro preventing and detecting fraud and other irregularities;

d) That the directors had prepared the annual accounts for the financial year 31st March, 2013 on a going concern basis.

AUDITORS:

The Auditors M/s. P. C. Baradiya & Co., Chartered Accountant, Mumbai, hold office until the conclusion of the ensuing Annual General Meeting of the Company and have confirmed their eligibility and willingness to accept the office of the Auditors, if reappointed. Certificate from the Auditors has been received to the effect their re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

AUDITOR''S OBSERVATIONS:

The Balance confirmation of some of the Debtors and Creditors were obtained after completion of Audit.

Other observations of auditor are self explanatory and do not require any further to be commented by directors in this report.

PARTICULARS OF EMPLOYEES:

Since none of the employees are drawing remuneration beyond the prescribed limits, there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules.

DEPOSITORY SYSTEM:

As on March 31, 2013, 90.08% of the Company''s paid-up share capital representing 1,92,07,700 shares is in dematerialized form. In view of the numerous advantages offered by the Depository system, Members holding shares in physical mode are requested to avail of the facility of dematerialization of the Company''s shares on either of Depositories.

DISCLOSURE UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

The particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure-I to this Directors Report.

GO GREEN INITIATIVE:

The Ministry of Corporate Affairs Government of India, through its Circular Nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011 respectively, has allowed companies to send the annual reports and other official documents to their shareholders electronically as part of its green initiatives in Corporate, provided the e-mail address of the shareholder is obtained by the Company from the shareholders.

This move by the Ministry will benefit the society at large through reduction in paper consumption and contribution towards a Greener Environment. It will also ensure prompt receipt of communication and avoid loss in postal transit.

Keeping in view the above, your Company proposes to send documents such as the Notice of the Annual General Meeting, Audited Financial Statements, Directors'' Report, Auditors'' Report, etc., henceforth to the shareholders in Electronic Form, to the e-mail address provided by them and/or made available to the Company by the Depositories.

The Company solicits active cooperation of shareholders in helping the Company to implement the e-governance initiatives of the Government

ACKNOWLEDGEMENT:

Your Directors thank the Company''s bankers, financial institutions, Central Government, other government authorities and shareholders for their consistent support to the Company. The Directors also sincerely acknowledge to the significant contributions made by all stake holders for their dedicated services and support to the Company.



On behalf of the Board of Directors



Sd/-

Natwar Sureka

Chairman & Managing Director

Place: Mumbai

Date: August 14, 2013

The have pleasure in presenting the 19th Annual Report of the Company along with the Audited Statements of Accounts for the year ended March 31, 2012. The summarized financial results are given below.

FINANCIAL HIGHLIGHTS:

(Rs. In Lacs)

FINANCIAL RESULTS: 2011 -2012 2010-2011

Total Income 1,325.21 17.12

Total Expenditure excluding Depreciation 1,236.52 43.54

Profit Before Interest, Depreciation & Taxation 88.69 (26.42)

Less: Interest Charges - -

Profit Before Depreciation & Taxation 88.69 (26.42)

Less: Depreciation 6.31 7.06

PROFIT BEFORE TAXATION 82.38 (33.48)

Less: Provision for Taxation - -

Less: Deferred Tax Liability/(Assets) 19.32 (3.19)

Less: Transferred from Capital Reserve - (2368.21)

PROFIT AFTER TAXATION 63.06 2337.92

Balance Brought Forward from Previous Year (174.49) (2512.41)

Profit/(Loss) Carried to Balance Sheet (111.43) (174.49)

PERFORMANCE REVIEW:

During the year under review, the Company earned income of Rs. 1,325.21 Lacs from as compared to previous year of Rs. 17.12 Lacs.

DIVIDEND:

In view of accumulated losses, your directors do not recommend any dividend for the financial year 2011 - 2012.

TRANSFER OF RESERVES:

In view of accumulated losses, the Company has not transferred any amount to reserves. CHANGE IN SHARE CAPITAL:

During the year under review, 950,000 equity share were issued to the promoters and non - promoters on preferential basis on June 20, 2011 at a price of 10/- per share

Consequent to the aforesaid allotment of equity shares, the paid up capital of the Company is Rs. 98,620,390/- comprising of Rs. 9,862,039 equity shares of Rs. 101- each fully paid up.

DIRECTORS:

Mr. Natwar Sureka retires by rotation and being eligible offer themselves for re-appointment.

Mr. Ratish Tagde has resigned from the directorship w.e.f. October 15, 2011

Mrs. Manju Sureka, Mr. Mahendra Kumar More and Mr. Brijkishore Ruia are other directors.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

DEPOSITS:

The Company has not accepted deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of the Deposits) Rules, 1975 during the year under review.

SUBSIDIARIES:

The Company does not have any subsidiary Company.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 217(2AA) of the Companies Act, 1956, we, the Directors of Frontline Business Solutions Limited state in respect of financial year 2011 - 2012 that:

a) in the preparation of 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 true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this act for safeguarding the assets of the Company and fro preventing and detecting fraud and other irregularities;

d) That the directors had prepared the annual accounts for the financial year 31st March, 2012 on a going concern basis.

AUDITORS:

The Auditors M/s. P. C. Baradiya & Co., Chartered Accountant, Mumbai, hold office until the conclusion of the ensuing Annual General Meeting of the Company and have confirmed their eligibility and willingness to accept the office of the Auditors, if reappointed. Certificate from the Auditors has been received to the effect their re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

Since none of the employees are drawing remuneration beyond the prescribed limits, there is no information to be provided in accordance with the provisions of Section 217{2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules.

DEPOSITORY SYSTEM:

As on March 31, 2012, 95.98% of the Company's paid-up share capital representing 9,465,167 shares is in dematerialized form. In view of the numerous advantages offered by the Depository system, Members holding shares in physical mode are requested to avail of the facility of dematerialization of the Company's shares on either of Depositories.

DISCLOSURE UNDER SECTION 217(11 fel OF THE COMPANIES ACT. 1956:

The particulars required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure-I to this Directors Report.

GO GREEN INITIATIVE:

The Ministry of Corporate Affairs Government of India, through its Circular Nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011 respectively, has allowed companies to send the annual reports and other official documents to their shareholders electronically as part of its green initiatives in Corporate, provided the e-mail address of the shareholder is obtained by the Company from the shareholders.

This move by the Ministry will benefit the society at large through reduction in paper consumption and contribution towards a Greener Environment. It will also ensure prompt receipt of communication and avoid loss in postal transit.

Keeping in view the above, your Company proposes to send documents such as the Notice of the Annual General Meeting, Audited Financial Statements, Directors' Report, Auditors' Report, etc., henceforth to the shareholders in Electronic Form, to the e-mail address provided by them and/or made available to the Company by the Depositories.

The Company solicits active cooperation of shareholders in helping the Company to implement the e-governance initiatives of the Government

ACKNOWLEDGEMENT:

Your Directors thank the Company's bankers, financial institutions, Central Government, other government authorities and shareholders for their consistent support to the Company. The Directors also sincerely acknowledge to the significant contributions made by all stake holders for their dedicated services and support to the Company.

On behalf of the Board of Directors

Sd/-

Natwar Sureka Chairman & Managing Director

Place: Mumbai Date: August 10, 2012

The Members,

We have pleasure in presenting the 18th Annual Report of the Company along with the Audited Statements of Accounts for the year ended March 31, 2011. The summarized financial results are given below.

FINANCIAL HIGHLIGHTS:

(Rs. In Lacs)

FINANCIAL RESULTS: 2010 – 2011 2009 – 2010

Total Income 17.12 11.84

Total Expenditure excluding Depreciation 45.54 19.30

Profit Before Interest, Depreciation & Taxation (26.42) (7.47)

Less: Interest Charges - -

Profit Before Depreciation & Taxation (26.42) (7.47)

Less: Depreciation 7.06 1.37

PROFIT BEFORE TAXATION (33.48) (8.84)

Less: Provision for Taxation - -

Less: Deferred Tax Liability/(Assets) (3.19) (37.86)

Less: Transferred from Capital Reserve (2368.21) -

PROFIT AFTER TAXATION 2337.92 29.03

Balance Brought Forward from Previous Year (2512.41) (2541.44)

Profit/(Loss) Carried to Balance Sheet (174.49) (2512.41)

PERFORMANCE REVIEW:

During the year under review, the Company earned income of Rs. 17.12 Lacs Lacs from as compared to previous year of Rs. 11.84 Lacs.

DIVIDEND:

In view of accumulated losses, your directors do not recommend any dividend for the financial year 2010 – 2011.

TRANSFER OF RESERVES:

In view of accumulated losses, the Company has not transferred any amount to reserves.

CHANGE IN SHARE CAPITAL:

Pursuant to the Scheme of Arrangement under section 78,100,391 & 394 of the Companies Act 1956 and subsequent order of Bombay High Court Dated 25th June 2010 thereon, the paid up share capital of the company of Rs. 12,01,00,000/- divided into 1,20,10,000 equity shares of Rs 10/- each has been reduced to Rs 1,20,10,000/- divided into 12,01,000 equity shares of Rs 10/- each without payment of the cancelled value of said shares to the shareholders of the company. The capital so reduced of Rs 10,80,90,000/- , share premium Rs 83,145/- and the capital reserve to the extent of Rs 12,86,48,232/- aggregating to Rs. 23,68,21,377 has been set off against accumulated losses of Rs 25,41,43,793/- of the company thereby reducing the accumulated losses to that extent.

Subsequently, during the year under review, 77,11,039 (Seventy – Seven Lacs Eleven Thousand Thirty Nine) Equity shares of Rs. 10/- each at a premium of Rs. 2.32/- per share were allotted on preferential basis to the promoters and non-promoters.

Subsequent to the year end, pursuant to the special resolution passed by the shareholders at their Extra Ordinary General Meeting held on May 5, 2011, company made an allotment of 950,000 equity shares of Rs. 10/- each fully paid up and 800,000 convertible share warrants [having an options to apply for and be allotted up to 800,000 equity shares to the promoters and non – promoters on preferential basis, at a price of Rs. 20/- per share (including a premium of Rs. 10/- per share).

Consequent to the aforesaid allotment, the paid up capital of the Company is Rs. 98,620,390/- comprising of 9,862,039 equity shares of Rs. 10/- each fully paid up.

DIRECTORS:

Mr. Mahendra Kumar More retires by rotation and being eligible offer themselves for re- appointment.

Mr. Brijkishore Ruia was appointed as an Additional Director with effect from April 12, 2011. He holds office upto the date of conclusion of ensuing Annual General Meeting of the Company. The Company has received notice from member proposing the candidature of Mr. Brijkishore Ruia as a Director of the Company in terms of Section 257 of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

DEPOSITS:

The Company has not accepted deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of the Deposits) Rules, 1975 during the year under review.

SUBSIDIARIES:

The Company does not have any subsidiary Company.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 217(2AA) of the Companies Act, 1956, we, the Directors of Frontline Business Solutions Limited state in respect of financial year 2010 – 2011 that:

a) in the preparation of 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 true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this act for safeguarding the assets of the Company and fro preventing and detecting fraud and other irregularities;

d) That the directors had prepared the annual accounts for the financial year 31st March, 2011 on a going concern basis.

AUDITORS:

The Auditors M/s. P. C. Baradiya & Co., Chartered Accountant, Mumbai, hold office until the conclusion of the ensuing Annual General Meeting of the Company and have confirmed their eligibility and willingness to accept the office of the Auditors, if reappointed. Certificate from the Auditors has been received to the effect their re- appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

Since none of the employees are drawing remuneration beyond the prescribed limits, there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules.

DEPOSITORY SYSTEM:

As on March 31, 2011, 81.80% of the Company's paid-up share capital representing 5,842,101 shares is in dematerialized form. In view of the numerous advantages offered by the Depository system, Members holding shares in physical mode are requested to avail of the facility of dematerialization of the Company's shares on either of Depositories.

DISCLOSURE UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

The particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure-I to this Directors Report.

GO GREEN INITIATIVE:

Very recently the Ministry of Corporate Affairs Government of India, through its Circular Nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011 respectively, has allowed companies to send the annual reports and other official documents to their shareholders electronically as part of its green initiatives in Corporate, provided the e- mail address of the shareholder is obtained by the Company from the shareholders.

This move by the Ministry will benefit the society at large through reduction in paper consumption and contribution towards a Greener Environment. It will also ensure prompt receipt of communication and avoid loss in postal transit.

Keeping in view the above, your Company proposes to send documents such as the Notice of the Annual General Meeting, Audited Financial Statements, Directors' Report, Auditors' Report, etc., henceforth to the shareholders in Electronic Form, to the e-mail address provided by them and/or made available to the Company by the Depositories.

The Company solicits active cooperation of shareholders in helping the Company to implement the e-governance initiatives of the Government

ACKNOWLEDGEMENT:

Your Directors thank the Company's bankers, financial institutions, Central Government, other government authorities and shareholders for their consistent support to the Company. The Directors also sincerely acknowledge to the significant contributions made by all stake holders for their dedicated services and support to the Company.

On behalf of the Board of Directors

Sd/-

Natwar Sureka

Chairman & Managing Director

Place: Mumbai

Date: August 22, 2011

We have pleasure in presenting the 17th Annual Report of the Company along with the Audited Statements of Accounts for the year ended March 31, 2010. The summarized financial results are given below.

FINANCIAL HIGHLIGHTS:

(Rs. In Lacs)

FINANCIAL RESULTS: 2009 - 2010 2008 - 2009

Gross Income 11.65 84.81

Profit Before Interest, Depreciation & Taxation (7.51) 77.87

Less: Interest Charges - - Profit Before Depreciation & Taxation (7.51) 77.87

Less: Depreciation 1.63 1.36

PROFIT BEFORE TAXATION (9.14) 76.51

Less: Provision for Taxation

PROFIT AFTER TAXATION (9.14) 76.51

Balance Brought Forward from Previous Year (2541.44) (2617.95)

Profit/(Loss) Carried to Balance Sheet (2550.58) (2541.44)



PERFORMANCE REVIEW:

During the year under review, the Company earned income of Rs. 11.65 Lacs from business activities as compared to previous year of Rs. 84.81 Lacs.

DIVIDEND:

In the absence of profits during the year review, your Directors do not recommend any dividend for the financial year 2009 - 2010.

TRANSFER OF RESERVES:

In view of accumulated losses, the Company has not transferred any amount to reserves.

CAPITAL RESTRUCTURING:

During the year under review, the Company has filed Petition for Scheme of Arrangement under Section 391 to 394 read with Section 78, 100 of the Companies Act, 1956 with Hon’ble High Court, Bombay for reorganization of capital which helps in synchronizing the affairs of the Company and will lead to positive net worth of the Company. As directed by the Hon’ble High Court, Bombay vide its Order dated January 22, 2010, Court Convened Meeting of Equity shareholders was held on February 23, 2010 for approval of Scheme of Arrangement and passing of a Special Resolution for reduction of share capital as a part of Scheme of Arrangement. The Shareholders have accorded their approval for Scheme of Arrangement with reduction of share capital which is a part of the Scheme of Arrangement. Further, the "Scheme of Arrangement" between the Frontline Business Solutions Limited with its equity shareholders under Section 391 to 394 read with Section 78, 100 of the Companies Act, 1956, has approved and passed by the High Court, Bombay on June 25, 2010. As required, the Company has filed Form No. 21 with the Registrar of Companies, Maharashtra, Mumbai on July 15, 2010. The Appointed Dated is April 1, 2009 and Effective Date is July 15, 2010.

Hence with effect from July 15, 2010, the Paid-up Share Capital of the Company has been reduced from Rs. 12,01,00,000/- (Rupees Twelve Crores One Lac Only) divided into 1,20,10,000 (One Crore Twenty Lacs Ten Thousand) Equity Shares of Rs. 10/- each to Rs. 1,20,10,000/- (Rupees One Crore Twenty Lacs Ten Thousands Only) divided into 12,01,000 (Twelve Lacs One Thousand) Equity Shares of Rs. 10/- each. As the Company being a Listed Company for giving effect to the reduction of capital, the Company is following up with the Bombay Stock Exchange Limited for completing the procedures required in this respect.

SHARE CAPITAL:

As on March 31, 2010, Paid - up Share Capital of the Company is Rs. 120,100,000/-divided into 12,010,000 equity shares of Rs. 10/- each fully paid-up.

DIRECTORS:

Mrs. Manju Sureka retires by rotation and being eligible offer themselves for reappointment.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

DEPOSITS:

The Company has not accepted deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of the Deposits) Rules, 1975 during the year under review.

SUBSIDIARIES:

The Company does not have any subsidiary Company.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 217(2AA) of the Companies Act, 1956, we, the Directors of Frontline Business Solutions Limited state in respect of financial year 2009 - 2010 that:

a) in the preparation of 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 true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this act for safeguarding the assets of the Company and fro preventing and detecting fraud and other irregularities;

d) That the directors had prepared the annual accounts for the financial year 31st March, 2010 on a going concern basis.

AUDITORS:

The Auditors M/s. G. M. Purohit & Co., Chartered Accountant, Mumbai, hold office until the conclusion of the ensuing Annual General Meeting of the Company and have confirmed their eligibility and willingness to accept the office of the Auditors, if reappointed. Certificate from the Auditors has been received to the effect their reappointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

Since none of the employees are drawing remuneration beyond the prescribed limits, there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules.

DEPOSITORY SYSTEM:

As on March 31, 2010, 48.64% of the Company’s paid-up share capital representing 5,842,101 shares is in dematerialized form. In view of the numerous advantages offered by the Depository system, Members holding shares in physical mode are requested to avail of the facility of dematerialization of the Company’s shares on either of Depositories.

DISCLOSURE UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

The particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure-I to this Directors Report.

ACKNOWLEDGEMENT:

Your Directors thank the Companys bankers, financial institutions, Central Government, other government authorities and shareholders for their consistent support to the Company. The Directors also sincerely acknowledge to the significant contributions made by all stake holders for their dedicated services and support to the Company.



On behalf of the Board of Directors

Sd/-

Natwar Sureka

Chairman

Place: Mumbai

Date : August 31, 2010