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FRONTIER SPRINGS LTD.

19 October 2026 | 12:00

Industry >> Auto Ancl - Susp. & Braking - Springs

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ISIN No INE572D01014 BSE Code / NSE Code 522195 / FRONTSP Book Value (Rs.) 165.43 Face Value 10.00
Bookclosure 15/09/2026 52Week High 1869 EPS 51.89 P/E 25.19
Market Cap. 1544.29 Cr. 52Week Low 1151 P/BV / Div Yield (%) 7.90 / 0.05 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors have pleasure in presenting the Forty- Sixth Annual Report of the Company together with the Audited Financial
Statements for the financial year ended 31st March, 2026.

FINANCIAL RESULTS

The summarized financial results of the Company for the year ended 31st March, 2026 as compared to the preceding year are
as under:

Particulars

2025-26

2024-25

Income from Operations/Turnover

32206.11

23133.66

Profit Before Interest, Depreciation and Tax

8743.39

5064.02

Less:Interest

27.85

22.52

Less: Depreciation

490.45

400.79

Profit Before Tax

8225.09

4640.71

Income Tax:

Less: Current year Tax

2028.39

1141.86

Less: Previous year Tax

(8.71)

0.00

Less: Deferred Tax

73.94

32.48

Net Profit

6131.47

3466.37

Add: Other Comprehensive Income (after Tax)

(97.66)

70.16

Total Comprehensive Income for the period

6033.81

3536.53

Proposed Dividend

82.71

70.89

Balance available for appropriation

5951.10

3465.64

Surplus B/F from Previous Year

11579.89

8114.25

Amount transfer for issue of Bonus shares

787.71

0.00

Surplus carried to Balance sheet

16743.28

11579.89

FINANCIAL AND OPERATIONAL
PERFORMANCE

The financial statements for the year ended 31st March, 2026
forming part of this Annual Report, have been prepared in
accordance with the Indian Accounting Standards (Ind AS) as
notified by the Ministry of Corporate Affairs.

The total income of the Company was ? 32318.68 lakhs.
The operating profit (EBIDTA) stood at ? 8225.09 lakhs.
During the year under review, the Company has earned at net
profit of ? 6033.81 lakhs. During the year under review, the
performance of the Company has increased considerably and
your Directors expect the company to perform even better in
years to come.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount
of profit for Financial Year 2025-26 in the statement of profit
and loss.

SHARE CAPITAL

As on 31st March, 2026, your Company has Total Paid up
Share Capital of 11,81,55,330 divided into 1,18,15,533
Equity shares of ? 10/- each.

During the financial year 2025-26 the company increased
its Authorised share capital from ? 5,10,00,000 divided into
50,00,000 (Fifty Lakhs) Equity shares of ? 10/- (Rupees
Ten Only) each and 10,000 (Ten Thousand) Preference
Shares of ? 100/- (Rupees One Hundred Only) each to
? 15,10,00,000/- (Rupees Fifteen Crore and Ten Lakhs
Only) consisting of 1,50,00,000 (One Crore and Fifty Lakhs)
Equity Shares of ? 10/- (Rupees Ten Only) each and 10,000
(Ten Thousand) Preference Shares of ? 100/- (Rupees One
Hundred Only) each by creation of additional 1,00,00,000
(One Crore) Equity Shares of ? 10/- (Rupees Ten Only) each
ranking pari passu with the existing equity shares in all respects
as per the Memorandum and Articles of Association of the
Company.

During the year under review, the Board of Directors of the
Company at its meeting held on 22nd January, 2026 has
approved the issuance of 78,77,022 fully paid-up Bonus
Equity Shares of ?10/- each in the proportion of 2:1 i.e.,
2 (Two) new equity shares for every 1 (One) existing equity
share held by the shareholders of the Company subject to the
approval of the members of the Company, and the same were
approved by the members on 4th March, 2026 through the
Postal Ballot by evoting process.

Subsequently, the Allotment Committee of the Board of
Directors of the Company at its meeting held on 16th March,
2026 had allotted 78,77,022 Equity Shares of the Face
Value of ? 10/- each in the ratio of 2:1 i.e., 2 (Two) new
equity shares for every 1 (One) existing equity share held by
the shareholders of the Company whose name appeared in
the Register of Members/Register of Beneficial Owners as on
the Record Date i.e. 13th March, 2026.

Consequent upon the allotment of Bonus Shares on March 16,
2026, the paid-up share capital of the Company has been
increased from ? 3,93,85,110/- divided into 39,38,511
equity shares of ?10/- each to ? 11,81,55,330/-
comprising 1,18,15,633 equity shares of ? 10/- each.

DIVIDEND

The Board is pleased to recommend a dividend of ? 0.70 per
Equity Share (i.e @7%) of ? 10/- each of the Company for
the financial year 2025-26, payable to those shareholders,
whose names appear in the Register of Members/Beneficial
Ownership list provided by the depositories on the record date,
involving cash outflow of ? 82.71 lakh of the Company's
standalone net profit for the financial year 2025-2026.
Dividend is subject to approval of members at the ensuing
Annual General Meeting (AGM) and shall be subject to
deduction of income tax at source.

EXPANSION

• Coil Springs Division

During the year under review, your Company installed
automatic peeling, straightening and grinding machine at
its plants located at Rania and Paonta Sahib. Further, an
additional automatic peeling, straightening and grinding
machine of bigger size order has been placed which
shall be installed at Rania plant. These installations have
enhanced the Company's operational efficiency and
production capacity, enabling it to carry out the peeling
process more efficiently, consistently and effectively. This
has also contributed to improving the overall quality of
operations and meeting production requirements in a
timely manner.

• Forging Division

During the year under review, your Company installed
VMC, HMC and CNC turning machines to strengthen
its manufacturing capabilities. The installation of these
machines has enhanced production capacity, improved
operational efficiency and enabled the Company to
undertake production more effectively and meet the
increasing requirements of its customers. This initiative is
expected to further support the Company's growth and
overall business performance.

• Air Springs Division

In the Air Spring Division, the Company has already
installed a fatigue testing machine to strengthen its testing
and quality assurance capabilities. The Division continues
to receive a healthy order flow, and the business has been
performing satisfactorily with profitable operations. The
Company remains focused on improving operational
efficiency, maintaining product quality and capitalising
on emerging business opportunities in this segment.

SUBSIDIARY COMPANY/ASSOCIATE/JOINT
VENTURE COMPANY

The Company has no Subsidiary, Associate and Joint Venture

Companies and as such the requirement of furnishing the

information relating to the financial position of Subsidiary,

Associate and Joint Venture Companies is not applicable.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

> Pursuant to the provisions of Section 152 of the
Companies Act, 2013 and the Articles of Association
of the Company Shri Neeraj Bhatia (DIN: 00582395),
Whole-time Director of the Company retires from the
Board by rotation, at the ensuing Annual General Meeting
(AGM) of the Company and being eligible he has offered
himself for re-appointment. The Board recommends the
proposal of his re-appointment for consideration of the
members at the ensuing AGM of the Company.

> Further, Shri Nimesh Mukerji (DIN: 07705885),
Non-Executive Independent Director of the Company,
ceased to be an Independent Director of the Company
with effect from April 14, 2026, due to his unfortunate
demise.

> Further, based on the recommendation of the Nomination
and Remuneration Committee and in accordance with
the provisions of Section 149, 150, 152 and 161 read
with Schedule IV of the Companies Act, 2013 and
Regulation 17 and 25 of the SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015, the
Board of Directors have appointed Shri Sushil Kumar
Luthra (DIN: 08483203) as an Additional (Non-Executive
Independent Director) of the Company with effect from
May 28, 2026 for a term of 5 (five) consecutive years
and the same were approved by the members of the
Company on 26th August, 2026 through the Postal Ballot
by evoting process.

> The Board is of the opinion that Shri Sushil Kumar Luthra
possesses rich and diverse experience of over three
decades in leadership, operations management, project
execution, engineering, business development and
corporate governance. During his distinguished career
with Indian Railways, he held several senior management
positions. Accordingly, the Board believes that his
appointment as an Independent Director is in the best
interest of the Company and its stakeholders.

KEY MANAGERIAL PERSONNEL

As per the provisions of Section 203 of the Companies
Act, 2013 the following persons were designated as Key
Managerial Personnel and there had been no change in KMP
during the year under review:

S.No

Name

Designation

1)

Shri Kundan Lal Bhatia

Managing Director

2)

Shri Kapil Bhatia

Managing Director

3)

Shri Neeraj Bhatia

Whole Time Director and
Chief Financial Officer

4)

Shri Dhruv Bhasin

Company Secretary

DECLARATION FROM INDEPENDENT
DIRECTORS

The company had received the declarations u/s 149(7) of the
Companies Act, 2013 from all Independent Directors that
they meet the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the SEBI Listing Regulations. In terms of Regulation
25(8) of the SEBI Listing Regulations the Independent Directors
have confirmed that they are not aware of any circumstance
or situation which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties
with an objective independent judgement and without any
external influence.

In terms of Section 150 of the Companies Act. 2013 read with
Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, Independent Directors of the Company
have confirmed that they have registered themselves with the
databank maintained by the Indian Institute of Corporate
Affairs.

In the opinion of the Board, all the independent directors on
the Board of the Company possess requisite qualifications and
attributes of integrity, expertise and experience. They fulfil the
conditions specified in the Act read along with the rules made
thereunder and are independent of the Management.

MEETINGS OF THE BOARD

During the financial year 2025-26, 5 (five) meetings of the
Board of Directors were held and the details of which are given
in the Corporate Governance Report that forms part of this
Annual Report. The intervening gap between two consecutive
meetings were within the period prescribed by the Companies
Act, 2013 and the Securities Exchange Board of India (Listing
Obligations & Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”).

COMMITTEES OF THE BOARD

As on March 31, 2026, the Board had four committees:
Audit Committee, Corporate Social Responsibility Committee,
Nomination and Remuneration Committee, and Stakeholders
Relationship Committee.

A detailed note on the composition of the Board and its
committees is provided in the corporate governance report,
which forms part of this Annual Report.

BOARD EVALUATION

The Board of Directors at its meeting held on 24th May, 2025
has carried out an annual evaluation of its own performance,

board committees and individual directors pursuant to
provisions of the Act and SEBI Listing Regulations.

The performance of the Board and individual directors was
evaluated by the Board after seeking inputs from all the
directors on the basis of criteria such as the board composition
and structure, effectiveness of board processes, information
and functioning, etc.

The performance of the committees was evaluated by the
Board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.

In the Board Meeting that followed the meeting of the
independent directors and meeting of Nomination and
Remuneration Committee, the performance of the Board, its
committees, and individual directors was also discussed. The
Performance Evaluation of Independent Directors was done
by the entire Board, excluding the director being evaluated.
The Evaluation Process was conducted through a structured
questionnaire prepared after taking into consideration
the various aspects laid down under the Nomination and
Remuneration Policy of the Company. The Board of Directors
expressed satisfaction with the evaluation process.

In a separate meeting of Independent Directors held on
12th February, 2026 the performance of Non-Independent
Directors, the Chairman of the Company and the Board
as a whole was evaluated taking into account the views of
Executive and Non-Executive Directors of the Company.

CORPORATE GOVERNANCE

The Company is committed to sound corporate governance
practices as well as compliance with all applicable laws
and regulations. The Board believes that combining the
highest level of ethical principles with our unmatched brand,
experience and expertise, will ensure that Frontier Springs
Limited will continue to be the leading company in the Railway
Sector. The Corporate Governance Report, as stipulated under
Regulations 17 to 27 and 46(2) and Paragraph C, D and E of
Schedule V to the SEBI Listing Regulations, forms part of the
Annual Report.

The Report on Corporate Governance as stipulated under
Regulation 34 of SEBI Listing Regulations is annexed to the
Annual Report as
Annexure-A and forms part of this report.

The Certificates from M/s V. Agnihotri & Associates certifying
that:

(1) The Company has complied with the requirements
of Corporate Governance in terms of SEBI (LODR)
Regulations, 2015;

(2) None of the Directors on the Board of the Company have
been debarred or disqualified from being appointed or
continuing directors of Companies by SEBI/MCA; are
attached and forms part of this report.

COMPANYS' POLICY ON DIRECTORS'
APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of Executive
and Independent directors to maintain the independence
of the Board, and separate its functions of governance
and management. The Company has duly constituted the
Nomination and Remuneration Committee of the Board

in compliance with the provisions of Section 178 of the
Companies Act, 2013 and Regulation 19 of SEBI Listing
Regulations and the committee inter-alia periodically
evaluates:

1. The need for change in composition and size of the Board.

2. Recommend/review remuneration of the Managing
Director(s) and Whole-time Director(s) based on their
performance.

3. Recommend the policy for remuneration of Directors,
KMPs & others senior level employees of the Company
and review the same in accordance with the performance
of the Company and industry trend.

The Nomination & Remuneration Policy of the Company
is available on the website of the Company at the link
https://frontiersprinqs.co.in/downloads/Nomination%20
and%20Remuneration%20Policy.pdf

There has been no change in the policy during the year
under review. We affirm that the remuneration paid to
the Directors is as per the terms laid out in the Policy.

ANNUAL RETURN

The copy of Annual Return as required under Section 92(3)
and Section 134(3)(a) of the Companies Act, 2013 is placed
on the Company's website and can be accessed at
https://
frontiersprings.co.in/wp/annual-return/

AUDITORS AND AUDITORS' REPORT(1) Statutory Auditors

M/s Sanjay Nandini & Co., Chartered Accountants, Kanpur
(ICAI Registration No. 006941C) were appointed as the
Statutory Auditors of the Company to hold office for a term
of 5 (Five) consecutive years from the conclusion of the Forty
Fourth Annual General Meeting of the Company held on
28th September, 2024 until the conclusion of the Forty Ninth
Annual General Meeting of the Company to be held in the
year, 2029. Accordingly, they continued to hold the office of
Statutory Auditors of the Company during the financial year
under scrutiny.

The Auditors' Report for the Financial Year 2025-2026 does
not contain any qualification, reservation or adverse remark
requiring clarification or explanation in the Directors' Report.

(2) Cost Auditors

Pursuant to the Rules made by the Central Government of India,
the Company is required to maintain cost records as specified
under Section 148 (1) of the Companies Act, 2013 in respect
of its products. The Board of Directors of the Company on the
recommendation of the Audit Committee has approved the
appointment of M/s. R. M. Bansal & Co., Cost Accountants
(Firm Registration No.: 000022), as the Cost Auditors of the
Company to conduct the audit of the Cost Accounts of the
Company, for the financial year 2026-27. M/s. R. M. Bansal
& Co. have furnished a certificate of their eligibility and consent
for appointment under Section 139(1) of the Companies Act,
2013 and Rules framed thereunder.

The Board on the recommendation of the Audit Committee
have approved the remuneration payable to the Cost Auditor,
subject to ratification of their remuneration by the members at

this Annual General Meeting. As required under the Companies
Act, 2013, the resolutions seeking members' ratification for
the remuneration payable to Cost Auditors forms part of the
Notice convening the Annual General Meeting.

(3) Secretarial Auditors

M/s V. Agnihotri & Associates, Practicing Company Secretary
was appointed as secretarial auditor of the Company to hold
office for a term of 5 (five) consecutive years commencing
from financial year 2025-26 till financial year 2029-30 in
the 45th AGM of the Company held on September 22, 2025,
as required under Section 204 of the Act and Rules thereunder.

Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013 and
Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a Secretarial Audit Report
given by the Secretarial Auditors in Form No. MR-3 is annexed
with this Report as
Annexure-B. There are no qualifications,
reservations or adverse remarks made by Secretarial Auditors
in their Report.

Annual Secretarial Compliance Report

Annual Secretarial Compliance Report for the Financial Year
ended 31st March, 2026 on compliance of all applicable
SEBI Regulations and circulars/guidelines issued thereunder,
was obtained from M/s V. Agnihotri & Associates, Practicing
Company Secretaries, Secretarial Auditors.

(4) Internal Auditors

Pursuant to provisions of Section 138 of the Companies Act,
2013 read with Rule 13 of Companies (Accounts) Rules
2014, your Company engaged the services of M/s J Chandra
& Co., Chartered Accountants, Kanpur, to conduct the Internal
Audit of the functions and activities of the Company for the
Financial Year 2025-26. The Quarterly Internal Audit Report
is placed before the Audit Committee of the Company for its
review, at regular intervals.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review,
which required the Statutory Auditors to report to the Audit
Committee and/or Board under Section 143(12) of the Act
and Rules framed there under.

MANAGEMENT DISCUSSION & ANALYSIS
REPORT

Pursuant to Regulation 34(2) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a
Management Discussion & Analysis Report for the year under
review is annexed as a separate section forming part of this
Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Information as per Section 134(3)(m) of the Companies Act,
2013 read with the Rule 8(3) of the Companies (Accounts)
Rules, 2014 relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo for the
financial year 2025-26 is annexed as
Annexure-C which
forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 the
Board of Directors, to the best of their knowledge and ability
in respect of the financial year ended on 31st March, 2026
confirm that:

a. In the preparation of the annual accounts, the applicable
accounting standards had been followed along with
proper explanation relating to material departures, if any.

b. The Directors had selected such accounting policies and
applied them consistently and made judgements 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.

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; and

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.

CORPORATE SOCIAL RESPONSIBILITY

The Company has Corporate Social Responsibility (CSR)
Committee in compliance with provisions of Section 135 of
the Companies Act, 2013 and the Companies (Corporate
Social Responsibility Policy) Rules, 2014 and the Company
has in place a CSR policy in line with Schedule VII of the
Companies Act, 2013.

The Composition of the CSR Committee along-with the
detailed report on CSR activities as required under the
Companies (Corporate Social Responsibility Policy) Rules,
2014 as amended is annexed with this report as
Annexure-D
and forms an integral part of this Report.

During the financial year 2025-26, the Company was unable
to spend an amount of ? 15,91,590/- towards CSR activities
due to unforeseen operational challenges. Accordingly, the
unspent CSR amount of ? 15,91,590/- was transferred
by the Company to the Unspent CSR Account for expense
related to ongoing project in accordance with the applicable
provisions of the Companies Act, 2013 and the rules made
thereunder.

Corporate Social Responsibility Committee of the Board
has developed a CSR policy which can be accessed on
https://frontiersprinqs.co.in/downloads/FSL_Corporate%20
Social%20Responsibilitv%20Policy-.pdf

DEPOSITS

During the year under review, the Company has neither
accepted nor renewed any deposits from public in terms
of provisions of Section 73 and 76 of the Companies Act,
2013 read with the Companies (Acceptance of Deposits)
Rules, 2014.

In terms of Rule 2(1) (c) (viii) of the Companies (Acceptance
of Deposits) Rules, 2014, the Company, during the year, had
not accepted any unsecured loans from the Directors of the
Company.

PARTICULARS OF EMPLOYEES

The disclosure required under Section 197(12) of the
Companies Act, 2013 read with Rule 5 (1) & 5(2) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed as
Annexure-E and forms
an integral part of this report. The information showing names
and other particulars of employees as per Rule 5(2) and 5(3)
of the aforesaid rules forms part of this report.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS BY THE COMPANY

Your Company has not given any loans or provided
guarantees and/or any securities or provided security
attracting provisions of Section 186 of the Companies
Act, 2013 and Schedule V of the SEBI Listing Regulations.
However, the details of investments made are provided in the
Note No 2 of the Notes to the Financial Statements for the
year ended 31st March, 2026.

LISTING

The Equity Shares of Company continued to be listed at BSE
Limited and the Annual Listing Fee for the financial year
2026-27 has been paid up-to date within the stipulated time
period.

INTERNAL FINANCIAL CONTROL AND THEIR
ADEQUACY

The Company has in place internal financial control systems,
commensurate with the size of the Company and the nature of
its business, with reference to financial statements. The Audit
Committee of the Board of Directors regularly reviews the
adequacy and effectiveness of Internal Control Systems and
suggests improvement to strengthen them.

COMPLIANCE WITH SECRETARIAL
STANDARDS

During the year under review, the Company has duly
complied with the applicable provisions of the Secretarial
Standards on Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2) issued by The Institute of Company
Secretaries of India.

COMPOSITION OF AUDIT COMMITTEE

The composition of Audit Committee is in line with the
provisions of Section 177 of the Act read with Regulation 18
of the Securities Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The Audit
Committee comprises of 5 (five) members and all members

are Independent Directors of the Company. The Company
Secretary is the Secretary of the Committee. All transactions
with related parties are on arms' length basis. During the year,
there are no instances where the Board had not accepted the
recommendations of the Audit Committee.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 and
Regulation 22 of SEBI Listing Regulations, the Company has
adopted Whistle Policy for vigil mechanism for Directors and
Employees, to report genuine concerns about any wrongful
conduct with respect to the Company or its business or
affairs. This policy covers malpractices, misuse or abuse of
authority, fraud, violation of the Company's policies or rules,
manipulations, negligence causing danger to public health
and safety and other matters or activity on account of which
the interest of the company is affected or likely to be affected
and formally reported by whistle blowers. If an investigation
leads the Chairman of the Audit Committee shall recommend
to the management of the Company to take such disciplinary
or corrective action as he may deem fit.

The policy has been posted on the website of the Company
and may be accessed at the link:
https://frontiersprings.co.in/
downloads/Whistle%20Blower%20Policy.pdf

RISK MANAGEMENT

Risk is an inherent factor in business cycle and cannot be
avoided. However, proper planning and checks lead to risk
mitigation. The Audit Committee has also been delegated the
responsibility for monitoring and reviewing risk management,
assessment and minimization procedures, developing,
implementing and monitoring the risk management plan and
identifying, reviewing and mitigating all elements of risks which
the Company may be exposed to. The Board also reviews the
risk management, assessment and minimization procedures.

The Risk Management Policy has been uploaded on the
Company's website and may be accessed at the link:
https://
frontiersprinqs.co.in/downloads/Risk%20Manqement%20
Policy.pdf

INSIDER TRADING

In compliance with the provisions of the SEBI (Prohibition
of Insider Trading) Regulations, 2015 and to preserve the
confidentiality and prevent misuse of unpublished price
sensitive information, the Company has adopted a Code
of Conduct to Regulate, Monitor and Report Trading by
Insiders ('Insider Trading Code') and a Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive
Information ('Code of Fair Disclosure').

The Insider Trading Code is intended to prevent misuse of
unpublished price sensitive information by insiders and
connected persons and ensures that the Directors and
specified persons of the Company and their dependents shall
not derive any benefit or assist others to derive any benefit
from access to and possession of price sensitive information
about the company which is not in the public domain, that is to
say, insider information.

The Code of Fair Disclosure ensures that the affairs of the
Company are managed in a fair, transparent and ethical
manner keeping in view the needs and interest of all the
stakeholders.

The Code of Conduct for Insider trading is placed on the
website of the Company and can be accessed through the link:
https://frontiersprings.co.in/downloads/Code_ofConduct_for_
Prevention_of_Insider_Trading_FSL%20(2).pdf

POLICY ON SEXUAL HARASSMENT

Prevention and control of sexual harassment at workplace
constitutes an important part of corporate culture while
aligning with best practices and improving management
processes. The company has zero tolerance for sexual
harassment at workplace and has adapted a policy on
prevention, prohibition and redressal of sexual harassment at
workplace with a mechanism of lodging complaints and has
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
framed there under.

No complaints were reported to the Board for sexual
harassment of women at work place during the financial year
2025-26. The details of complaints received, disposed and
pending during the FY2025-26 are as follows:

1. Number of complaints of sexual harassment received: Nil

2. Number of Complaints disposed: Nil

3. Number of cases pending for more than 90 days: Nil

The policy on Sexual Harassment at Workplace is placed
on the website of the Company and can be accessed
through the link:
https://frontiersprings.co.in/downloads/
Policv%20Aqainst%20Sexual%20Harrasment%20at%20
Workplace-%20%20FSL.pdf

COMPLIANCE WITH MATERNITY BENEFIT ACT,
1961

During the year under review, the company has ensured
full compliance with the provisions of the maternity Benefit
Act, 1961. The company remains committed to upholding
the Rights and welfare of its female employees by providing
all statutory maternity benefits and other entitlements as
mandated under the act.

MATERIAL CHANGES AND COMMITMENTS,

IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN
THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THESE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE
REPORT

No material changes and commitments affecting the financial
position of the Company occurred from the end of the financial
year 2025-26 till the date of this Report. Further, there was no
change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY'S OPERATIONS IN
FUTURE

During the year under review, there were no significant and
material orders passed by the Regulators, or Courts or Tribunals
which would impact the going concern status of the Company
and its future operations.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES

During the financial year under review, the transactions
entered/continue to be entered into with related parties were
in the ordinary course of business and on an arm's length basis.
The omnibus approval from the Audit Committee was obtained
on Annual basis for transactions of repetitive nature and which
are subsequently approved by the Board of Directors of the
Company. 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
Company's related party transaction policy and accordingly,
the disclosure of Related party transaction as required
under Section 134(3) (h) of the Companies Act, 2013 and
Regulation 23 of the SEBI Listing Regulations, in Form AOC-2
does not form part of this report. However, the related party
transactions entered by the Company are disclosed under
Note No 32 of the Notes to the financial statements for the
year ended 31st March, 2026.

In line with the requirements of the Act and the Listing
Regulations, the Company has formulated a Policy on Related
Party Transactions and the same can be accessed on the
Company's website at
https://frontierspringsco.in/downloads/
Policy%20on%20Related%20Party%20Transactions.pdf

GENERAL

o The Company has not issued any equity shares with
differential rights as to dividend, voting or otherwise.

o The Company has not issued any shares (including
sweat equity shares) to employees of the Company or its
subsidiary under any scheme.

o There was no revision in the financial statements.

o There has been no change in the nature of business of the
Company.

o There is no proceeding initiated/pending against the
Company under the Insolvency/Bankruptcy Code 2016.

o There was no instance of time settlement with any bank
or financial institution.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the
contributions made by employees towards the success of
the Company. Your Directors gratefully acknowledge the
co-operation and support received from the shareholders,
customers, vendors, bankers, Regulatory and Government
authorities.

For and behalf of the board
Kundan Lal Bhatia

Place: Kanpur Chairman cum Managing Director

Date: August 12, 2026 (DIN: 00581799)