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:
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S.No
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Name
|
Designation
|
|
1)
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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
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Company Secretary
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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 athttps://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)
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