Frontline Corporation Ltd

To

The Members,

Frontline Corporation Limited

Your Directors have pleasure in presenting their 35^th Annual Report along with Audited Accounts for the year ended on March 31, 2024.

The Company has transferred the whole of the Profit of Rs. 121.57 Lacs to Retained Earnings under the head Other Equity. Further Other Comprehensive Income of Rs. (5.42) Lacs has been transferred to the other comprehensive Income under the head Other Equity.

DIVIDEND:

In order to conserve resources, your Directors do not recommend any dividend for theyea r.

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

Revenue from operations has increased from Rs. 7667.54 Lacs to Rs. 8,784.94 Lacs which is approximately increase of 14.57%. The financial charges have increased from Rs. 10.82 Lacs to Rs. 22.29 Lacs which is approximately increase of 106%.

CHANGE IN NATURE OF COMPANY BUSINESS:

The Company is engaged in the business of transportation, wind energy, trading of automotive parts, Petroleum distribution and renting of immovable properties. During the year under review there was no change in nature of Company Business.

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

During the year under review, there was no appointment of any Director or Key Managerial Personnel. However subsequent to the financial year the Company has made appointment of Ummay Amen Mashraqi (DIN: 10594350) as Additional Director (Non-Executive, Independent) of the Company for a first term of five (5) years effective from May 30, 2024 subject to the members approval at the forthcoming annual general meeting. .

Mr. Narayan Prasad Agarwal, Director of the Company (holding Director Identification Number 00060384), liable to retire by rotation in terms of section 152(6) of the companies Act, 2013 and, being eligible, offers himself for Re-appointment. Mr. Saurabh Jhunjhunwala, Director of the Company (holding Director Identification Number 00060432), liable to retire by rotation in terms of section 152(6) of the companies Act, 2013 and, being eligible, offers himself for Re-appointment.

During the year under review, Mr. Virendra Sharma (DIN : 01148786 ) ceased to be Director with effect from 31^stMarch, 2024.

Other than this no other Directors / Key Managerial Personnel have resigned / ceased during the year under the review.

DETAILS OF SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES: During the year under review, there was no Subsidiary Company / Joint Ventures / Associate Companies were there.

DEPOSIT:

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

Pursuant to Provisions of Rule 2 (1) (c) (viii) of the Companies (Acceptance of Deposit) Rules, 2014 an amountof Rs. 87.52 Lacs is outstandingas on 31 ^stMarch, 2024 fromthe Directors of the Company

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Companys operation in future. a) Under NCLT Corporate Insolvency Resolution Process vide Company Petition (IB) No. 308/KB/2022 against Fairdeal Supplies Limited:

Fairdeal Supplies Limited filed an appeal before the Hon'ble National Company Law Appellate Tribunal, New Delhi, against the Judgment dated 19.03.2024 in the matter of Company Petition under section 7 of insolvency and Bankruptcy Code 2016 filed by Pegasus Asset Reconstruction Private Ltd against M/s Fair Deal Supplies Ltd.

The Hon'ble National Company Law Appellate Tribunal, New Delhi, has passed an Order providing for stay on further proceedings of CIRP. The Honble National Company Law Tribunal has also by an Order directed Fairdeal Supplies Limited to deposit amount of Rs. 22,02,51,721/-before the Registrar.

The Proceedings are still continuing in the matter before Hon'ble National Company Law Appellate Tribunal, New Delhi.

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

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

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

Punjab & Sind Bank has earlier taken Symbolic Possession of one of the sub leased property situated at Gandhi Nagar, Gujarat towards recovery of the due amount. Later on the Bank has taken physical possession of the said property vide their letter dated 21.07.2017. Since physical possession of the said property was given by TCS Ltd., the Licensee without our permission, the matter is contested in Gandhinagar Civil Court along with other related matters. Punjab & Sind Bank has taken physical possession of the property situated at Kolkata offered as collateral security against credit facilities availed by the company. However, the company has protested the contention in case filed by the Bank in Debt Recovery Tribunal Kolkata. The matter is under hearing. Matter is before the Honorable Tribunal and still pending for hearing as interim order has been extended till further date of hearing which is 14.05.2024.

Meanwhile the Company also filed a case against the bank against non-performance of Specific performance of contract at single bench of Hon'ble Calcutta High Court. The Single Bench of Hon'ble High Court passed an order against the Company. However, the Company filed an appeal against the said order in the Double Bench of Hon'ble Calcutta High Court. The said Double Bench heard our grounds of appeal and passed order in our favor. The Bank filed a Special Leave Petition against the said order of the Double Bench of Hon'ble Calcutta High Court in Hon'ble Supreme Court. Special Leave Petition order was passed against the Company by setting aside the Double Bench of Hon'ble Calcutta High Court order. Company had preferred to file Miscellaneous Application with provisional application no. 13482 of 2023 awaiting for listing after summer vacation.

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

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

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

INTERNAL FINANCIAL CONTROLS:

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

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

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

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. (b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the PROFIT of the Company for that period. (c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (d) The Directors have prepared the annual accounts on a going concern basis. (e) The Directors have laid down internal financial controls as required by Explanation to Section 134(5) (e) of the Act to be followed by the Company and such internal financial controls are adequate and are operating effectively. (f) The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and such systems are adequate and operating effectively.

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

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

The Equity Shares of the Company are listed on BSE Limited and The Calcutta Stock Exchange. The Company is regular in payment of listing fees. The Company has paid the listing fees for the year 2023 – 2024.

It is proposed to appoint M/s. Paresh Thothawala & Co., Chartered Accountants (Firm Registration No. 114777W) as the Statutory Auditors of the Company, for a continuous period of 5 (five) years, viz. from the conclusion of this Annual General Meeting for the Financial Year 2023-24 till the conclusion of Annual General Meeting of the Company to be held for the financial year 2028-29. The Company has received a consent letter and eligibility certificate from Paresh Thothawala & Co., Chartered Accountants as required under the provision of the Companies Act, 2013.

The auditors observations and its reply are as under :

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

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

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

All related party transactions that were entered into during the year under report were on an arm's length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year. Related Party Transactions Policy is available on the website of the Company at www. frontline corporation.org. The details of transactions with the related party is provided in . No advance is / was paid for entering into related party transactions. The prices paid to the related party transactions are based on the ruling market rate at the relevant point of time. Since there are no material related party transactions the requisite details in form AOC – 2 is not applicable.

Pursuant to provision of Section 92 and 134 and other applicable provision of the Companies Act, 2013 and of Rule 12 (1) of Companies (Management and Administration) Rules, 2014 the extract of the annual return in form MGT 9 for the Financial Year ended on 31st March, 2024 is provided on the website of the Company i.e. www.frontlinecorporation.org

SECRETARIALAUDIT REPORT:

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financ ial Year ended 31st March, 2024 given by M/s. Jalan Alkesh & Associates, Practising Company Secretary is annexed as Annexure II to this Report. The Qualifications made by the Secretarial Auditor and its reply is as under:

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

The requisite details as required by Section 134(3) (e), Section 178(3) & (4) and SEBI ( Listing Obligations and Disclosure Requirements ) Regulations, 2015 is attached herewith and forms part of the Directors Report. The details of the remuneration policy of the Company as required in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is provided in Annexure III to the Report. The details in respect of Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure IV of the Report.

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

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The details of the investments and loans including security deposit, if any are mentioned in notes to the Balance Sheet. The loans are provided for businesspurpose. Members are requested to refer the same.. The Company has provided its Security and also provided its Corporate Guarantee for the loan availed by M/s. Fairdeal Supplies Limited for Rs. 318 Crores. Fairdeal Supplies Limited has made full repayment of dues of UCO Bank and consequently the Security and Corporate Guarantee given by the Company stands extinguished, subject to the fulfillment of requisite formalities.

Further with respect to loans / investment to and from the related parties are more detailed in note no. 10, 12 and16 of the Financial Statements

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

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

DECLARATION BY INDEPENDENT DIRECTORS:

The following Directors are independent in terms of Section 149(6) of the Act and SEBI ( Listing Obligations and Disclosure Requirements ) Regulations, 2015 : (A) Mr. Virendra Sharma( upto 31.3.2024 ) (B) Mr. Dipen Ashit Dalal (C) M rs. Aarefa Kutub Kapasi

(D) Mrs. Deepika Pradeep Soni

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

During the year the Board of Directors met8 (Eight) times. The dates of the Board meetings are as under:

For Committee Meetings please refer the Corporate Governance Report.

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

The Company has in place an Anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2023-24 and hence no complaint is outstanding as on 31.03.2024 for Redressal.

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

SECRETARIAL STANDARDS:

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

ANNUAL PERFORMANCE EVALUATION:

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

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

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

INDIVIDUAL DIRECTORS:

(a) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company. (b) Non-Independent Directors: The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership

MATERIAL CHANGES AND COMMITMENTS:

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

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

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

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

Not Applicable.

OTHERS: a) No issue of Equity Shares or Securities with Differential Voting Rights. b) No issue of Equity Shares or Securities with Employees Stock Option Scheme. c) No Voluntary revision of financial statements or Board Report was made during the year. d) No amount or Shares were required to be transferred to Investor Education and Protection Fund.

Your Directors acknowledge the continued support and cooperation received from the Central Government, Shareholders, Banks and other Lenders, suppliers and Dealers. The Board also wishes to record its sincere appreciation of the total commitment, dedication and hard work, put in by every member of Frontline Group.

Information as required under Section 134 (m) read with Rule 8 of Companies (Accounts) Rules, 2014 A. CONSERVATION OF ENERGY :

During the year under review, the Company has generated 32, 35, 359 units F.Y. 2022-23 (through which it has generated net revenue of Rs. 196.34 Lacs). During the year under review, the Company has generated 32,32,334 units F.Y. 2023-24 (through which it has generated net revenue of Rs. 196.33Lacs ).

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

Additional Investmentsand proposals being implemented for reduction of consumption of Energy: Nil.

Impact of above measures:

More efficient utilization of power and reduction in energy consumption.

Total energy consumption and energy consumption per unit of production: Not Applicable or the particulars are nil.

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

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

Total foreign exchange used and earned:Nil (PreviousYear: Nil)

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

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

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Frontline Corporation Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my verification of the Frontline Corporation Limited books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31 March, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March, 2024 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made there under; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made there under; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings. (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'): - (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009; (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;- Not Applicable (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; - Not Applicable.

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 – Not Applicable. (h) The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 – Not Applicable. And in general, the Company has systems, process and procedure for the compliance of Other Laws Applicable to the Company. The Electricity Act, 2003 National Tariff Policy Motor Vehicles Act, 1988 The Motor Transport Workers Act, 1961 The Air (Prevention and Control of Pollution) Act, 1981 Employees State Insurance Act Employees Provident Fund Act Income Tax Act, 1961 Professional Tax Act Goods and Services Tax Act I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India. (ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicable to the Company.

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

A) Based on the Statutory Audit Report, we state that the following Charges have not been satisfied.

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

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that tookplace during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all the directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes. I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

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

(i) Public / Rights / Preferential issue of Shares / debentures / sweat equity of the Company. (ii) Redemption/buy-back of securities. (iii) Major decisions taken by the members in pursuance to Section 180 of the Companies Act, 2013. (iv) Merger/ amalgamation/ reconstruction etc. (v) Foreign technical collaborations.

To,

TheM embers

Frontline Corporation Limited

Our reporto f evendate is to be read alongwi th this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibilityis to expressan opi nion on these secretarial records based on our audit.

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

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company. 4. Where ever required, we have obtained the Management representation about the compliance of laws, rulesand r egulations and happeningof e ventse tc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedureson testb asis.

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

In accordance with the provisions of Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee recommended the following remuneration policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees, which was approved and adopted by the Board.

This Remuneration Policy is formulated in compliance with Section 178 of the Companies Act, 2013, read with the applicable Rules thereto and SEBI (Listing Obligations and Disclosure Requirements ) Regulations, 2015 entered into by the Company as amended from time to time. This Policy has been formulated by the Nomination and Remuneration Committee (NRC) and has been approved by the Board of Directors based on the recommendations of the NRC.

The objective of the Policy is to ensure that: i) 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. ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (iii) 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.

The procedure and limits for payment of remuneration under this policy shall be in accordance with provisions of (a) the Companies Act, 2013 read with Rules framed thereunder, (b) Listing Agreement with Stock Exchanges, (c) Articles of Association of the Company and (d) any other applicable law or regulations. In the absence of any of the above provisions, the procedure and limits shall be governed by the prevailing HR Policy of the Company.

(i) Sitting fees within the limits prescribed under the Companies Act, 2013 and rules framed thereunder for attending meetings of the Board and Committees thereof (ii) Commission up to 1% of net profit as may be decided by the Board (ii) The level and composition of remuneration is reasonable and sufficientto attract, retain and motivate directors of the quality required to run the company successfully.

V. REMUNERATION TO KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT: i) Components: Basic salary Allowances In kind (car, house, etc.) Retirals Reimbursements Variable Pay Stock Options ii) Factors for determining and changing remuneration: Factors: Existing compensation Qualification Experience Salary bands Individual performance Market benchmark iii) Variable incentive pay (including Stock Options) Factors:

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.

Components:

Basic Salary, Allowances, Retiral Benefits, such other perquisites and/or incentives and/or bonus and/or Variable Incentive Pay (including ESOP) based on factors as above, as may be decided by the Management from time to time as per HR Policy. CRITERIA FOR IDENTIFICATION OF PERSONS FOR APPOINTMENT AS DIRECTORS AND IN SENIOR MANAGEMENT: In accordance with the provisions of Section 178(3) of the Act read with SEBI ( Listing Obligations and Disclosure Requirements ) Regulations, 2015 the Nomination and Remuneration Committee is required to formulate the criteria for determining qualifications, positive attributes and independence of a Director. The criteria adopted by the Nomination and Remuneration Committee for the aforesaid purpose are as under:

Criteria for determining qualifications, positive attributes and independence of a director:

I. QUALIFICATIONS: a) He / She should possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the company's business. (b) Such qualifications as may be prescribed under the Companies Act, 2013 read with rules framed thereunder and the Listing Agreement with Stock Exchanges.

(a) He/She should be a person of integrity, with high ethical standard.

(b) He /She should be able to commit to his/her responsibilities and devote sufficient time and attention to his/her professional obligation as a director. (c)I He/She should be having courtesy, humility and positive thinking.

(d) He/She should be knowledgeable and diligent in updating his/her knowledge.

(e) He/She should have skills, experience and expertise by which the Company can benefit.

(f) In respect of Executive/Whole time Director/Managing Director, in addition to I (a) & (b) and II (a) to (e) above, he/she should have strong quality of leadership and team mentoring, recognition, management skills, vision, ability to steer the organization even in adverse conditions, innovative thinking, result oriented and ability to enhance reputation of the organization.

In respect of an Independent director, in addition to I (a) & (b) and II (a) to (e) above, he/she should fulfil the criteria for being appointed as an Independent Director prescribed under section 149 of the Companies Act, 2013 read with Schedule IV to the said Act and the provisions of SEBI ( Listing Obligations and Disclosure Requirements ) Regulations, 2015 as amended from time to time.

1. Ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year ended 31 March, 2024

* MRE – Median Remuneration of employees ** MD – Managing Director.

No remuneration was paid to any Director during the year under review and hence ratio is not applicable. 2. During the year under the review and previous financial year, no remuneration was paid to any Director of the Company. The Company has paid remuneration of Rs. 5.12 Lacs to Mrs. Komal Mihir Shah during the year 2022 – 2023. During the year under review the Company has paid Gross Salary of Rs. 5.25 Lacs to Mrs. Komal Mihir Shah. The increment was 2.53%

During the year 2022 – 2023 the Company has paid remuneration of Rs. 17.25 Lacs - to Mr. Sureshkumar Verma. During the year 2023 – 2024 the Company has paid Rs. 14.76 Lacs - to Suresh Kumar Verma. The % decrease e during the year was 14.43% 3. Percentage decrease in median remuneration of employees in the financial year was 6.25%. 4. The number of permanent employees on the rollsof the company as on 31 March, 20 24 –102 .

5. No remuneration paid to any Directors during the financial year and its previous financial year and hence comparison is not possible.

Further no Employee of the Company is working outside India.

Pursuant to Rule 5(1) (xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policy of your Company. Directors of the Company have not received any remuneration and hence all the Employee received remuneration in excess of the remuneration received by the Director.

None of the employee received remuneration

(i) if employed throughout the financial year, in excess of Rs.1.02 Crores.

(ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, in excess of Rs. 8.50 Lacs Per month. (iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.