Maxgrow India Limited (formerly known as Frontline Business Solutions Limited) submitted its 29th Annual Report for the financial year ended March 31, 2022 to BSE Limited on May 05, 2026, in compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The delayed submission was attributed to the company's ongoing Corporate Insolvency Resolution Process (CIRP), which had commenced pursuant to an order dated June 04, 2021 passed by the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench. The Annual General Meeting for FY 2021-22 could not be convened due to the CIRP, and the AGM date and dispatch date stated on the BSE portal were included solely to facilitate the submission of the annual report.

Corporate Insolvency Resolution Process

The NCLT order dated June 04, 2021 admitted the CIRP application filed by an operational creditor, following which Shri Mayank Rameshchandra Jain was appointed as Interim Resolution Professional (IRP). The Committee of Creditors (CoC) subsequently confirmed his appointment as Resolution Professional (RP), and the powers of the Board of Directors were suspended and vested with the RP. The resolution plan filed by M/s. PP Metallix Limited was placed before the CoC at its meeting held on January 24, 2022 and was passed with a majority vote in favour. The NCLT approved the resolution plan on December 06, 2023, following which an Interim Monitoring Agency (IMA) was constituted to supervise its implementation and manage day-to-day operations.

The IMA held its Closing Meeting on September 19, 2024, at which the Board of Directors was reconstituted. The Monitoring Committee stood dissolved on December 10, 2024. Upon successful implementation of the Resolution Plan, the following key corporate actions became effective from December 20, 2024:

• Reconstitution of the Board of Directors and its Committees
• Revocation of Powers of Attorney and authorisations issued before and during CIRP
• Cancellation and extinguishment of equity shares held by promoters, promoter group, and public shareholders holding more than 1,000 equity shares
• Issuance of fresh equity shares to Metal Industrial Pte. Limited
• Reclassification of erstwhile promoter and promoter group as public shareholders

Financial Performance for FY 2021-22

The company recorded nil revenue from operations for both FY 2021-22 and FY 2020-21. The following table summarises the standalone financial highlights:

The company did not recommend any dividend for FY 2021-22 in view of its financial position and the ongoing CIRP proceedings. No amount was transferred to reserves during the year, and there was no change in share capital during the period under review. Total fees paid to statutory auditors M/s. ASAT & Associates, Chartered Accountants, for FY 2021-22 stood at Rs. 1.18 Lakhs.

Board Composition and Governance

During FY 2021-22, the Board of Directors remained suspended and all governance functions were exercised by the Resolution Professional. The suspended Board comprised Mrs. Roshni Rahul Saraf (Whole-Time Director and Chief Financial Officer), Mrs. Gita Devi Agarwal (Non-Executive, Non-Independent Director), and Mr. Amit Kumar Singh (Non-Executive, Independent Director). No Board meetings, committee meetings, or Annual General Meeting were held during the year.

Following the reconstitution of the Board, the new composition includes:

All Board committees — including the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee — were non-functional during FY 2021-22 due to the CIRP. No sitting fees were paid to any director during the year, and no related party transactions of a material nature were identified.

Shareholding Pattern and Share Capital

The total paid-up share capital of the company as on March 31, 2022 comprised 2,13,24,078 equity shares of Rs. 10/- each. The shareholding distribution as on that date is presented below:

Of the total shares, 43.84% were held in dematerialised form with NSDL (93,49,981 shares), 54.25% with CDSL (1,15,67,399 shares), and 1.91% remained in physical form (4,06,698 shares).

Secretarial Audit and Compliance Observations

M/s. Abhay Kumar Pal & Co., Practicing Company Secretaries, were appointed on April 03, 2026 to conduct the Secretarial Audit for the five financial years from April 01, 2020 to March 31, 2025. The Secretarial Auditor issued a Disclaimer of Opinion for FY 2021-22, citing inability to obtain sufficient and appropriate audit evidence due to the CIRP and incomplete records. Key non-compliances and observations noted by the Secretarial Auditor include:

• Non-appointment of Internal Auditor under Section 138 of the Companies Act, 2013
• Vacancy in the position of Company Secretary and Compliance Officer from September 15, 2021 through March 31, 2022, and absence of a whole-time CFO during the year
• Non-filing of Statement of Investor Complaints for the quarters ended March 31, 2021; June 30, 2021; September 30, 2021; and December 31, 2021
• Non-payment of listing fees to BSE for the period under review
• Significant delays in submission of Shareholding Pattern: for the quarter ended March 31, 2021, filed on July 05, 2024, resulting in a delay of 1,171 days; for the quarter ended June 30, 2021, a delay of 1,080 days; for September 30, 2021, a delay of 988 days; and for December 31, 2021, a delay of 896 days
• Delays in submission of financial results: audited results for the quarter and year ended March 31, 2021 filed on August 29, 2024, a delay of 1,187 days; unaudited results for the quarter ended June 30, 2021 filed on August 29, 2024, a delay of 1,111 days; results for September 30, 2021 filed with a delay of 1,018 days; and results for December 31, 2021 filed with a delay of 927 days
• Delays in submission of Reconciliation Reports under Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018, with delays of 1,197 days, 1,136 days, 1,014 days, and 922 days for the respective quarters
• Non-filing of Annual Secretarial Compliance Report for FY 2021-22 within the prescribed 60-day timeline
• Non-maintenance of Structured Digital Database (SDD) as required under SEBI (Prohibition of Insider Trading) Regulations, 2015
• Non-holding of Annual General Meeting during the year under review

The management acknowledged these observations, attributing the delays and non-compliances primarily to the ongoing CIRP and the transition in management. The reconstituted Board has stated that steps have been initiated to regularise pending compliances and strengthen the compliance framework going forward.

Maxgrow India Limited (formerly known as Frontline Business Solutions Limited), listed on BSE Limited, submitted its Annual Report for the financial year ended March 31, 2021 to the exchange on May 05, 2026, in compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The delayed filing is directly attributable to the company's Corporate Insolvency Resolution Process (CIRP), which had suspended normal governance and compliance activities for an extended period. The Annual Report, presented as the company's 28th, covers business and financial operations for the year ended March 31, 2021.

Corporate Insolvency Resolution Process: Key Milestones

The CIRP was initiated pursuant to an order dated June 04, 2021 passed by the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench. Upon initiation, the adjudicating authority appointed Shri Mayank Rameshchandra Jain as Interim Resolution Professional (IRP), who was subsequently confirmed as Resolution Professional (RP) by the Committee of Creditors (CoC). The Board of Directors' powers were suspended and vested with the RP for the duration of the process.

The following table summarises the key milestones in the CIRP and post-CIRP process:

Pursuant to NCLT approval of the resolution plan, an Implementing Monitoring Agency (IMA) was constituted to supervise implementation and manage day-to-day operations. At its Closing Meeting held on September 19, 2024, the IMA reconstituted the Board of Directors, and the Monitoring Committee stood dissolved on December 10, 2024.

Post-CIRP Board Reconstitution

Following successful implementation of the resolution plan, effective December 20, 2024, several structural changes were made to the company, including reconstitution of the Board and its Committees, revocation of powers of attorney issued before and during CIRP, cancellation and extinguishment of equity shares held by the promoter and promoter group and public shareholders holding more than 1,000 equity shares, issuance of fresh equity shares to Metal Industrial Pte. Limited, and reclassification of erstwhile promoters and promoter group as public shareholders.

The reconstituted Board of Directors comprises the following members:

Financial Performance for FY 2020-21

The company reported nil revenue from operations for the year ended March 31, 2021, compared to ₹15.20 Lakhs for the year ended March 31, 2020. The following table presents the standalone financial highlights for FY 2020-21 and FY 2019-20 (amounts in Lakhs):

The Board of Directors did not recommend any dividend for FY 2020-21 in view of the company's financial position. No amount was transferred to reserves during the year under review, and there was no change in share capital during the period.

Governance, Audit, and Compliance

During FY 2020-21, the Board met four times — on July 31, 2020; September 04, 2020; November 14, 2020; and February 13, 2021 — with all three directors attending all meetings. The Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee each met four times during the year, with full attendance recorded.

On the auditor front, M/s. B. N. Kedia & Co., Chartered Accountants, were originally appointed as Statutory Auditors but could not complete the audit for FY 2020-21 due to the CIRP. Subsequently, M/s. ASAT & Associates (FRN: 130701W) were appointed as Statutory Auditors on May 10, 2024 for the FY 2020-21 audit. The Board appointed M/s. Abhay Kumar Pal & Co., Practicing Company Secretaries, on April 03, 2026 to carry out the Secretarial Audit for the five financial years from April 01, 2020 to March 31, 2025. Total fees paid to Statutory Auditors for FY 2020-21 amounted to ₹1 Lakhs.

The Secretarial Audit Report for FY 2020-21 carries a disclaimer of opinion, citing inability to obtain sufficient and appropriate audit evidence due to the CIRP. Key non-compliances noted include the non-appointment of an Internal Auditor, delays in filing of quarterly compliance reports, shareholding patterns, financial results, and reconciliation reports with BSE, non-maintenance of a functional website, failure to publish financial results in newspapers within prescribed timelines, and non-maintenance of the Structured Digital Database under SEBI (Prohibition of Insider Trading) Regulations, 2015. The management has acknowledged these observations, attributing the delays and non-compliances primarily to the ongoing CIRP and management transition, and has stated that steps have been initiated to regularise pending compliances.

Shareholding Structure as on March 31, 2021

The shareholding pattern of the company as on March 31, 2021 was as follows:

Of the total shares, 55.00% were held in dematerialised form with NSDL (1,17,29,313 shares), 43.09% with CDSL (91,87,987 shares), and 1.91% remained in physical form (4,06,778 shares). The company's equity shares carry a face value of ₹10/- each.