To,

The Members,

FRONTIER CAPITAL LIMITED

The Directors of your Company are pleased to present the Forty-Second (42 nd ) Annual report of your Company along with the Audited Standalone Accounts drawn for the financial year ended on March 31, 2026.

FINANCIAL RESULTS:

The Company's financial performance for the year under review along with previous year's figures is given hereunder:

(Rs. in Lakhs)

BUSINESS PERFORMANCE:

The Company's revenue from operations for the financial year ended 2026 stood at ^63.97 lakhs, reflecting a slight improvement compared to the previous year's revenue of ^54.03 lakhs. The Company recorded a Net Profit (PAT) of ^4.78 lakhs during the year.

DIVIDEND:

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

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

In pursuance to the provisions of Section 92(3) of the Companies Act, 2013 read with Rules made thereunder and amended time to time, the Annual Return of your Company is available on its corporate website a i.e. and the web link of the same is

BOARD MEETINGS HELD DURING THE YEAR:

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

DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

b) they had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

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

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

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

COMPANY'S POLICY RELATING TO DIRECTOR'S APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

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

AUDITORS:

Statutory Auditors:

At the 41st Annual General Meeting held on September 29, 2025, the members had appointed M/s. A. P. Rajagopalan & Co., Chartered Accountants (Firm Registration No. 108321W), Mumbai as Statutory Auditors for a term of Five years beginning from the conclusion of the 441st AGM till the conclusion of the 46th Annual General Meeting of the Company to be held in the financial year 2030.

Auditor's Report

The Statutory Auditor's Report includes certain observations, which are set out herein below. It is, however, confirmed that the Auditors have not reported any instance of fraud under Section 143(12) of the Companies Act, 2013.

Observations/ Remark of Statutory Auditors:

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

Mr. George Sundersingh John Davis, Director, has not provided a written representation of his qualification as at March 31, 2026 in terms of Section 164(2) of the Companies Act, 2013.

Management Reply: The Company is in the process of obtaining the representation from Mr. George Sundersingh John Davis

Secretarial Auditors:

In the Annual General Meeting held on September 29, 2025 M/s. SB & Co., Practising Company Secretaries (Firm registration no: P2009MH092100) were appointed as Secretarial Auditor of the Company for a term of five consecutive years commencing from financial year 2025-26 till financial year 2029-30 as per the Listing Regulations read with Section 204 of the Act and Rules thereunder.

Secretarial Auditor's Report

Observations/Remarks of Secretarial Auditors:

In terms of the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report for the financial year ended 31st March 2026 issued by S B & Co., Company Secretaries, is annexed herewith as Annexure-1 to this Report. The Secretarial Audit Report contains the following remarks:

1. Mr. George Sundersingh John Davis, Director, has not provided a written representation of his qualification as at March 31, 2026 in terms of Section 164(2) of the Companies Act, 2013.

2. During the financial year under review, certain penalties/charges were levied by BSE Limited in relation to specific regulatory/procedural matters.

3. The Company did not appoint an Internal Auditor during the financial year under review and no formal Internal Audit was undertaken

4. Delay in filing of Reconciliation of Share Capital Audit Report for the quarter ended June 30, 2025.

5. The Company is in the process of complying with Minimum Net Owned Funds requirements as prescribed by the RBI.

Board's Comments

1. The Company is in the process of obtaining the representation from Mr. George Sundersingh John Davis.

2. Certain penalties/ charges were levied by BSE that were specific and procedural in nature . The Company remains committed to maintaining high standards of corporate governance and regulatory compliance .

3. The Company is in the process of appointing an Internal Auditor in the Current Year.

4. The delay in filing the Reconciliation of Share Capital Audit Report for the quarter ended June 30, 2025 was inadvertent and procedural in nature and occurred due to administrative and operational reasons. The Company subsequently completed the requisite filing and regularised the compliance.

5. The Company is in the process of complying with Minimum Net Owned Funds requirements as prescribed by the RBI.

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

INTERNAL AUDIT

During the financial year under review, the Company did not appoint an Internal Auditor as per Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014. While a separate Internal Auditor could not be appointed and consequently a formal internal audit under section 138 of the Companies Act 2013 was not undertaken the Company continued to maintain an internal financial control and compliance framework commensurate with the nature, scale and complexity of its operations. The Company remains committed to maintaining robust standards of corporate governance, internal controls and statutory compliance.

FRAUDS REPORTED BY THE AUDITOR:

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

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

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

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

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

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

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

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

During the year under review Rs. 0.96 Lakhs transferred to statutory reserve under Section 45 IC of RBI Act, 1934.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR TO THE DATE OF BOARD'S REPORT:

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: Conservation of Energy and Technology Absorption:

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

Foreign Exchange earnings and outgo

The Company has no Foreign Exchange earnings and outgo.

RISK MANAGEMENT:

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

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

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

In pursuant to Regulation 17(10) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the evaluation of Independent Directors were done by the entire board of directors which includes -

(a) Performance of the directors; and

(b) Fulfilment of the independence criteria as specified in the regulations and their independence from the management.

Criteria adopted for evaluation:

The Board shall evaluate the roles, functions, duties of Independent Directors (ID's) of the Company. Each ID shall be evaluated by all other directors' not by the Director being evaluated. The board shall also review the manner in which ID's follow guidelines of professional conduct. Further, in a separate meeting of Independent

Directors, performance of non- independent directors, the Board as whole and the Chairman of the Company was evaluated.

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

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

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

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

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

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

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

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

PARTICULARS OF EMPLOYEES:

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

THE CHANGE IN NATURE OF BUSINESS:

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

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

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

PUBLIC DEPOSITS:

The Company is Non - deposit taking Non-Banking Financial Company registered with Reserve Bank of India and is prohibited from accepting public deposits and therefore the Company has not accepted any deposits from public during the year under review and there was no public deposit outstanding as on March 31, 2026.

CAPITAL STRUCTURE:

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

STATUTORY COMPLIANCE:

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

COMPLIANCE WITH SECRETARIAL STANDARDS:

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

MATERIAL ORDER PASSED BY REGULATORS / COURTS / TRIBUNALS:

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

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

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

WHISTLE BLOWER POLICY

During the reporting financial year, the Company has in place the necessary vigil mechanism for Directors and Employees to report concerns about unethical behavior. The mechanism provides for adequate safeguards against victimization. Further, no person has been denied access to the Audit Committee. The Whistle Blower Policy is available under the following web link:

FAIR PRACTICES CODE

The Company has adopted and implemented the Fair Practices Code (FPC) as prescribed by the Reserve Bank of India. The Code ensures transparency in lending and outlines practices to protect the interests of customers. The Board confirms that the Company continues to adhere to the FPC in letter and spirit, covering areas such as loan application processing, sanctioning, disbursement, and recovery practices.

NET OWNED FUND (NOF) CONFIRMATION

The Company is in the process of increasing its Net Owned Fund (NOF) to meet the minimum requirement stipulated under the Reserve Bank of India regulations for Non-Banking Financial Companies. The Company is undertaking necessary steps to strengthen its NOF and ensure compliance with the applicable regulatory requirements.

COST RECORDS

The maintenance of cost records as specified under Section 148(1) is not applicable to the Company. GRIEVANCE REDRESSAL MECHANISM

The Company, being a Non-Banking Financial Company - Non-Deposit Taking ("NBFC-ND"), has established an appropriate Grievance Redressal Mechanism in accordance with the applicable directions and guidelines issued by the Reserve Bank of India ("RBI") from time to time.

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

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

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

As on 31st March, 2026, your Company's Board had Six Directors, out of which three are Independent Director, One Non-Executive Women Director. As required under the Act and the SEBI Regulations, the Company has constituted following Statutory Committees: -

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

All the recommendations made by the Committees, including the Audit Committee, were accepted by the Board. The details of Board and Committees composition, tenure of Directors, date of meeting and other details are available in the Corporate Governance Report, which forms part of the Annual Report

A) Changes in Directors:

During the year under review, Mr. Ashok Katra (DIN:07799527) resigned from the post of Non-Executive Independent Director with effect from 02 nd April 2025 due to pre-occupation with other services.

Mr. Prodyut Banerjee (DIN:01971583) has been appointed as an Additional Director in the Independent Category with effect from 12 th May, 2025 and his appointment was subsequently regularized as a Director in the Independent Category by the members during the Annual General Meeting held on 29 th September, 2025.

Dr. Sumana Raychaudhury (DIN:07308451) has been appointed as an Additional Director in the Independent Category with effect from 4th September, 2025 and her appointment was subsequently regularized as a Director in the Independent Category by the members during the Annual General Meeting held on 29 th September, 2025. The appointment has been made in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to the appointment of a woman non-executive director.

Reappointment:

In accordance with the Articles of Association of the Company and as per statutory requirements, Mr. Mayur Nagindas Doshi, Director would retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

B) Key Managerial Personnel:

During the year under review:

a) Mr. Manojkumar Kamble had resigned as Company Secretary with effect from 31 st July 2025.

b) Mr. Kamal Prajapati was appointed as Company Secretary with effect from 04 th September, 2025 and remained in office as Company Secretary and Compliance Officer till 31 st March 2026.

c) Ms. Navya Ravi Pachimatla was appointed as Company Secretary with effect from 26 th May, 2026.

REPORTS ON MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE:

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

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Company is committed for creating and maintaining a secure work environment where its employees can work in an atmosphere free of harassment, exploitation and intimidation. To foster a positive workplace environment, free from harassment of any nature to empower women and protect them against sexual harassment, and as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules 20 made thereunder, we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and guarantees nonretaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. During the year under review, there were no incidences of sexual harassment reported.

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

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

UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124(5) of the Companies Act, 2013, an amount of ^3,849/- pertaining to unpaid dividend was required to be transferred by the Company to the Investor Education and Protection Fund (IEPF). However, the said amount has not been transferred to the IEPF within the prescribed period.

DISCLOSURES PURSUANT TO RBI MASTER DIRECTION

Pursuant to additional disclosure requirements as per RBI Circular No. RBI/2022-23/26 DOR.ACC.REC. No.20/21.04.018/2022-23, is disclosed in the note no. 38, 39, 40 and 41 of the financial statements.

SIGNIFICANT BENEFICIAL OWNERSHIP

The provisions relating to the identification and reporting of Significant Beneficial Owners under Section 90 of the Companies Act, 2013, and the rules made thereunder, are not applicable to the Company.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

During the financial year under review, the Company did not have any Subsidiary, Associate or Joint Venture Company. Accordingly, the provisions relating to reporting on the performance and financial position of Subsidiaries, Associates and Joint Venture Companies are not applicable to the Company.

PENALTIES / FINES

During the financial year under review, the Company incurred some penalties imposed by BSE Limited in connection with delayed compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the requirements prescribed by the Stock Exchange. However, the matters giving rise to such penalties were specific and procedural in nature .The Company remains committed to maintaining high standards of corporate governance and regulatory compliance .

ACKNOWLEDGEMENT:

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

For and on behalf of the Board of Directors of FRONTIER CAPITAL LIMITED