Frontier Springs Limited's board of directors convened on January 22, 2026, to approve several significant corporate actions, headlined by a bonus share issue that will benefit existing equity shareholders. The meeting, held at the company's registered office in Kanpur Dehat, concluded with multiple resolutions that require shareholder approval through a postal ballot process.

Bonus Share Issue Details

The board recommended issuing 78,77,022 equity shares as bonus shares in a 2:1 ratio to existing shareholders. Under this arrangement, eligible shareholders will receive two new fully paid-up equity shares of face value ₹10.00 each for every one existing share held as of the record date.

The bonus shares will be issued from the company's securities premium account, general reserves, and surplus available as of March 31, 2025. The company has confirmed adequate reserves for the capitalization, with surplus of ₹1,157.99 crores, securities premium account of ₹22.03 crores, and general reserves of ₹20.00 crores.

Capital Structure Changes

The board approved increasing the authorized share capital from ₹5.10 crores to ₹15.10 crores. This enhancement will accommodate the bonus issue and provide flexibility for future growth initiatives.

Additionally, the board approved cancelling 49,400 unissued forfeited equity shares, which will reduce the issued and subscribed share capital accordingly. This action requires consequent amendments to the company's Articles of Association.

Exchange Delisting Decision

In a strategic move, Frontier Springs decided to voluntarily delist its equity shares from the Calcutta Stock Exchange while maintaining its listing on BSE Limited. This delisting, conducted under SEBI regulations, requires no exit opportunity for shareholders as the company will continue trading on BSE.

Approval Process and Timeline

The company will seek shareholder approval for all resolutions through a postal ballot conducted via e-voting. Key dates for the approval process include:

• Cut-off Date for Voting Eligibility: January 23, 2026
• Record Date for Bonus Entitlement: March 06, 2026
• Expected Bonus Share Credit: On or before March 21, 2026

The board appointed M/s. S. K. Gupta & Co., Company Secretaries, with Mr. S.K. Gupta and Ms. Divya Saxena as scrutinizer and alternate scrutinizer respectively for the postal ballot process. Company Secretary Dhruv Bhasin received authorization to handle all procedural aspects of the postal ballot.

Financial Foundation

The bonus issue draws from audited financial statements for the year ended March 31, 2025, ensuring compliance with regulatory requirements. The company's strong reserve position of over ₹1,200 crores provides substantial backing for the proposed capitalization of ₹78.77 crores required for the bonus issue.

The board meeting commenced at 12:30 PM and concluded at 1:00 PM on January 22, 2026, with all resolutions receiving approval subject to shareholder consent through the upcoming postal ballot process.

Frontier Springs Limited has announced a board meeting scheduled for January 22, 2026, to consider several significant corporate actions. The company informed BSE Limited on January 14, 2026, about the upcoming meeting under Regulation 29 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Agenda Items

The board meeting will address four major proposals that could reshape the company's capital structure:

Share Capital Restructuring

The company plans to cancel 49,400 forfeited equity shares that remain unissued and form part of the issued and subscribed share capital. This action will require consequent alteration in the Articles of Association by inserting a new clause, subject to shareholder approval.

Additionally, the board will consider increasing the authorized share capital, which will necessitate alterations to Clause V of the Memorandum of Association relating to share capital.

Bonus Share Proposal

One of the most significant items on the agenda is the consideration and recommendation for issuing bonus shares to the company's shareholders. This proposal will also require approval from shareholders through the appropriate corporate governance processes.

Shareholder Approval Process

The board will consider and approve the notice of an Extraordinary General Meeting or Postal Ballot to seek shareholder approval for all the aforementioned proposals. This step ensures compliance with regulatory requirements and provides shareholders with the opportunity to vote on these important corporate decisions.

Regulatory Compliance

The announcement was made in accordance with Regulation 29 of the SEBI LODR Regulations, demonstrating the company's commitment to maintaining transparency and regulatory compliance. Company Secretary and Compliance Officer Dhruv Bhasin signed the official communication to BSE Limited on January 14, 2026.

All proposed changes are subject to shareholder approval, ensuring that stakeholders have a voice in these significant corporate restructuring decisions.