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DIRECTOR'S REPORT

Frontier Springs Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 1788.81 Cr. P/BV 17.03 Book Value (₹) 266.77
52 Week High/Low (₹) 5470/1653 FV/ML 10/1 P/E(X) 51.61
Bookclosure 15/09/2025 EPS (₹) 88.01 Div Yield (%) 0.04
Year End :2025-03 

Your Directors have pleasure in presenting the Forty- Fifth Annual Report of the Company together with the Audited Financial
Statements for the financial year ended 31st March, 2025.

FINANCIAL RESULTS

The summarized financial results of the Company for the year ended 31st March, 2025 as compared to the preceding year
are as under:

2024-25

2023-24

Income from Operations/Turnover

23133.66

13541.48

Profit Before Interest, Depreciation and Tax

5064.02

2138.17

Less:Interest

22.52

19.97

Less: Depreciation

400.79

371.24

Profit Before Tax

4640.71

1746.96

Income Tax:

Less: Current year Tax

1141.86

432.56

Less: Previous year Tax

0.00

0.93

Less: Deferred Tax

32.48

14.87

Net Profit

3466.37

1298.60

Add: Other Comprehensive Income (after Tax)

70.16

222.99

Total Comprehensive Income for the period

3536.53

1521.59

Proposed Dividend

70.89

59.08

Balance available for appropriation

3465.64

1462.51

Surplus B/F from Previous Year

8114.25

6651.74

Transfer to General Reserve

0.00

0.00

Surplus carried to Balance sheet

11579.89

8114.25

FINANCIAL AND OPERATIONAL
PERFORMANCE

The financial statements for the year ended 31st March, 2025
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 ' 23231.66 lakhs. The
operating profit (EBIDTA) stood at
' 4640.71 lakhs. During
the year under review, the Company has earned at net
profit of
' 3536.53 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 2024-25 in the statement
of profit and loss.

SHARE CAPITAL

As on 31st March, 2025, your Company has Total Paid up
Share Capital of
' 3,93,85110 divided into 39,38,511
Equity shares of
' 10/- each.

DIVIDEND

The Board is pleased to recommend a dividend of Re 1.8 per
Equity Share (i.e @18%) of
' 10/- each of the Company for
the financial year 2024-25, 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
' 70.89 lakh of
the Company's standalone net profit for the financial year
2024-2025. 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 has
installed an automatic peeling machine to overcome
the production bottlenecks and an order for another
peeling machine is already placed in coil springs division
which shall be executed in next two months tenure.

Forging Division

During the year under review your Company has
installed a six ton hammer and will be able to forge
components of higher weights.

Air Springs Division

In the Air Spring Division we have already installed more
CNC and Testing machines.

Initially at commencement we had a plant set up for
100 coach sets Air Springs.The same is now increased
to up to 300 coach sets per month.

We are also buying new fatigue testing machine for in¬
house testing of Air Springs for which earlier we were
dependent on Contitech.

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 Smt Manju Bhatia (DIN: 03480362),
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
she has offered herself for re-appointment. The Board
recommends the proposal of her re-appointment for
consideration of the members at the ensuing AGM of
the Company.

? Based on the performance evaluation and the
recommendation of Nomination and Remuneration
Committee and Board of Directors of the Company and
in accordance with the provisions of Section 149, 150
and 152 read with Schedule IV of the Companies Act,
2013 and Regulation 17 and 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Members of the Company at 44th Annual
General Meeting held on 28th September, 2024 had
re-appointed Shri Keshao Parnuji Somkumar (DIN:
08712772) to hold the office for the second term of 5
(five) consecutive years w.e.f. 8th February, 2025 to 7th
February, 2030.

? Based on the recommendation of Nomination and
Remuneration Committee and in accordance with
the provisions of Section 149, 150, 152 and 161 read

Regulation 17 and 25 of the SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015 the
Board of Directors of the Company at its meeting held
on 9th August, 2024 had appointed Shri Sudhanshu
Mani (DIN:10124439) as an Additional (Independent
and Non-Executive) Director of the Company with
effect from 9th August, 2024 for a term of 5 (five)
consecutive year and the same were approved by the
Members of the Company by way of Special Resolution
at the 44th Annual General Meeting of the Company
held on 28th September, 2024.

? Based on the recommendation of the Board of Directors
of the Company and Nomination and Remuneration
Committee and in accordance with the provisions
of Section 149, 150 and 152 read with Schedule IV
of the Companies Act, 2013 and Regulation 17 and
25 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Members of the
Company at 44th Annual General Meeting held on 28th
September, 2024 had appointed Shri Surendra Kumar
Prem Narayan Gupta (DIN: 00054836) as a Non¬
Executive Independent Director of the Company to
hold the office for a term of 5 (five) consecutive years
with effect from 1st October, 2024

? During the year under review, Shri Yash Pal Sethi
(DIN: 00929185) and Shri Ramesh Kumar Bhatia
(DIN: 00958948) ceased to be the Non-Executive
Independent Director of the Company with effect
from 28th September, 2024 due to the completion of
second term of 5 (five) consecutive years.

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:

Sr. No

Name

Designation

1)

Shri Kapil Bhatia

Managing Director

2)

Shri Dhruv Bhasin

Company Secretary

3)

Shri Neeraj Bhatia

Chief Financial Officer

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
fulfill 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 2024-25, 4 (Four) 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").

BOARD EVALUATION

The Board of Directors at its meeting held on 10th
February, 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
10th February, 2025 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 P. Manghwani & 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://frontiersprings.co.in/downloads/
Nomination%20and%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/downloads/MGT-annual-
report-2024-25.pdf

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 2024-2025 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 2025¬
26. 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 P. Manghwani & Associates, Practicing Company
Secretary ((bearing Unique Identification No.
S2016UP357400) are the Secretarial Auditor of the
Company for the financial year 2024-25. The Secretarial
Auditor Report issued by M/s P. Manghwani & Associates
for the financial year ended 31st March, 2025 is annexed
herewith as
Annexure-B to this report.

The Secretarial Audit Report for the financial year 2024-25
does not contain any qualification, reservation or adverse
remark.

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014,
and amended Regulation 24A of SEBI Listing Regulations
read with SEBI circular no. SEBI/HO/CFD/CFD-PoD-2/
CIR/P/2024/185 dated December 31, 2024 the Board
of Directors based on the recommendation of the Audit
Committee has approved the appointment of M/s V
Agnihotri & Associates, a peer reviewed firm of Practicing
Company Secretary (bearing Unique Identification No.
S2019UP652800)as Secretarial Auditor of the Company
for a period of 5 (five) consecutive years with effect from
1st April, 2025 to 31st March, 2030 subject to the approval
of the Members of the Company at the ensuing Annual
General Meeting.

The resolution approving the above proposal is being placed
for approval of the Members in the Notice of Annual General
Meeting.

(4) Internal Auditors

Pursuant to provisions of Section 138 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 2024-25.
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 Regulations,
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 2024-25 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, 2025
confirm that:

1) in the preparation of the Annual Accounts, the
applicable Accounting Standards had been followed
along with proper explanation relating to material
departures;

2) they have 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 of the Company for that period;

3) they have 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;

4) they have prepared the Annual Accounts of the
Company on a going concern basis.

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

6) they have 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

In terms of Section 135 and Schedule VII of the Companies
Act 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 as amended, the Board
of Directors of your company had constituted a Corporate
Social Responsibility Committee which under take CSR
activities, projects and programs as provided in the CSR
Policy of the Company and identified under 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 year under report, the company
was unable to spend an amount of INR. 4,29,547/- towards
CSR activities, due to unprecedented operational hurdles. In
compliance with the second proviso to Section 135(5) of
the Companies Act, 2013, the Company has transferred an
amount of INR 4,35,000/- to the PM CARES Fund.

Corporate Social Responsibility Committee of the Board
has developed a CSR policy which can be accessed on
https://frontiersprings.co.in/downloads/FSL Corporate%20
Social%20Responsibility%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, 2025.

LISTING

The Equity Shares of Company continued to be listed at
BSE Limited and the Annual Listing Fee for the financial year
2025-26 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 Whislte 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://
frontiersprings.co.in/downloads/Risk%20Mangement%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 of
Conduct 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
2024-25.

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/
Policy%20Against%20Sexual%20Harrasment%20at%20
Workplace-%20%20FSL.pdf

MATERNITY BENEFIT COMPLIANCE

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
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 2024-25 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

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, 2025.

Pursuant to SEBI Listing Regulations, the Resolution for
seeking approval of the Members on material related party
transactions is being placed at this AGM.

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://frontiersprings.
co.in/downloads/Policy%20on%20Related%20Party%20
Transactions.pdf

GENERAL

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

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

• There is no change in the Share Capital Structure of the
Company during the year under review.

• There was no revision in the financial statements.

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

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

• 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 on behalf of the Board
Sd/-

Kundan Lal Bhatia

Place: Kanpur Chairman cum Managing Director

Date: 27.08.2025 (DIN: 00581799)

Attention Investors :
KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (Broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
Attention Investors :
Prevent unauthorised transactions in your Stock Broking account --> Update your mobile numbers/ email IDs with your stock Brokers. Receive information of your transactions directly from Exchange on your mobile/email at the end of the day…..Issued in the interest of Investors.
Attention Investors :
Prevent Unauthorized Transactions in your demat account -> Update your Mobile Number and Email address with your Depository Participant. Receive alerts on your Registered Mobile and Email address for all debit and other important transactions in your demat account directly from CDSL on the same day….. issued in the interest of investors.
Attention Investors :
No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorize your bank to make payment in case of allotment. No worries for refund as the money remains in investor account.
Attention Investors :
Investors should be cautious on unsolicited emails and SMS advising to buy, sell or hold securities and trade only on the basis of informed decision. Investors are advised to invest after conducting appropriate analysis of respective companies and not to blindly follow unfounded rumours, tips etc. Further, you are also requested to share your knowledge or evidence of systemic wrongdoing, potential frauds or unethical behavior through the anonymous portal facility provided on BSE & NSE website.
Attention Investors :
Stock Brokers can accept securities as margin from clients only by way of pledge in the depository system w.e.f. September 1, 2020. || Update your mobile number & email Id with your stock broker/depository participant and receive OTP directly from depository on your email id and/or mobile number to create pledge. || Pay 20% upfront margin of the transaction value to trade in cash market segment. || Investors may please refer to the Exchange's Frequently Asked Questions (FAQs) issued vide circular reference NSE/INSP/45191 dated July 31, 2020 andNSE/INSP/45534 dated August 31, 2020 and other guidelines issued from time to time in this regard. || Check your Securities /MF/ Bonds in the consolidated account statement issued by NSDL/CDSL every month….. Issued in the interest of Investors.
“Investment in securities market are subject to market risks, read all the related documents carefully before investing”.