Fedders Holding Ltd

Key highlights

• Board approved unaudited standalone and consolidated results for quarter ended 30 June 2026.
• Disposed of entire equity investment in IM+ Investments & Capital Private Limited; subsidiary ceased.
• Direct listing on NSE approved; no capital raise, covering 20,14,15,970 equity shares.
• Listing aims to enhance liquidity and governance; execution subject to regulatory approvals.
• No reportable operating segment.
• Wholly owned subsidiary Fedders Electric and Engineering Limited revenue Rs 7,971.11 lakhs, PAT Rs 1,081.84 lakhs.
• Auditors' review included qualified conclusions on fixed assets, records, and travel expenses.
• Emphasis of matter notes disposal of IM+ Investments; consolidated result unaffected.
• Tax provision under Sec 115BAA made for quarter ended 30 June 2026.

Meeting Details

• Date, time and location not disclosed in the filing chunk.

Other Notes

• No agenda items or governance actions disclosed in this chunk.

Key governance updates

• Board approved listing equity shares on NSE via Direct Listing.
• Sonal Singhal resigned as Non-Executive Non-Independent Woman Director, effective 27 July 2026, from the Nomination and Remuneration Committee.
• Geeta Mittal appointed as Additional Director, Non-Executive Woman Independent Director, for five years, subject to shareholders' approval.
• Anil Kumar Kaushik appointed as Additional Director, Non-Executive Non-Independent, effective 27 July 2026.
• Rajpal Singh appointed as Additional Director, Non-Executive Non-Independent, effective 27 July 2026.

Overall status

• Not fully compliant; material non-compliance in board composition.

Key non-compliances

• Board composition below the minimum required directors.
• Material subsidiary delisted; delisting communicated to exchanges.
• Warrants lapsed; upfront amount forfeited.
• Adjudication order with regulator penalties imposed.
• Top listing status not met; steps being taken.
• Policies not updated timely to reflect amendments.
• Some disclosures delayed or not adequately disseminated on the website.
• Performance evaluation not conducted within prescribed timeline.

Remedial actions

• Directors to be appointed to meet the minimum requirement.
• Continue disclosures to stock exchanges as required.
• Update policies to reflect latest SEBI amendments.
• Address website record maintenance gaps.
• Delisting-related obligations to regulators and exchanges addressed.

Board composition

• Board does not meet six-director requirement.
• Strengthening board and committees is in progress.

Subsidiaries

• Material subsidiary delisted; related consolidation reporting impacted.
• Delisting status communicated to exchanges as required.

Website and disclosures

• Website records not fully maintained or updated.

Regulatory actions

• Adjudication order; penalties imposed on entity and director.
• No other regulatory actions reported beyond disclosed items.

Dematerialisation/Rematerialisation status

• No Demat/Remat requests were received for processing during the quarter ended 30 June 2026.

Audit opinion

• Standalone FY26 audit opinion is unmodified.
• Consolidated FY26 audit opinion is qualified.
• Consolidated results include IM+ Investments & Capital and Fedders Electric and Engineering.

Standalone results

• Standalone total income was ₹43,750.07 lakh.
• Standalone expenditure was ₹35,891.61 lakh.
• Standalone profit before tax was ₹7,858.46 lakh.
• Standalone EPS was ₹4.53.
• Standalone cash and cash equivalents closed at ₹7.00 lakh.

Consolidated results

• Consolidated total income was ₹43,750.07 lakh.
• Consolidated expenditure was ₹35,891.61 lakh.
• Consolidated profit before tax was ₹7,858.46 lakh.
• Consolidated EPS was ₹4.53.
• Consolidated net worth was ₹72,085.75 lakh.

Balance sheet and cash flow

• Consolidated total assets were ₹83,543.24 lakh.
• Consolidated borrowings were ₹6,644.68 lakh.
• Consolidated cash and cash equivalents closed at ₹42.53 lakh.
• Standalone total assets were ₹39,053.39 lakh.
• Standalone borrowings were ₹87.11 lakh.

Audit qualifications

• Subsidiary had ₹47.65 lakh pending transfer to Investor Education and Protection Fund.
• Subsidiary lacked proper fixed asset records.
• Auditors flagged unquantified issues on preference share accounting and travel expense documentation.
• Other income included ₹47.66 crore of previously written-off trade receivables.
• Auditors said supporting documents were inadequate for that income recognition.

Subsidiary performance

• Fedders Electric and Engineering revenue was ₹43,736.95 lakh.
• Fedders Electric and Engineering net profit after tax was ₹9,415.36 lakh.
• IM+ Investments & Capital revenue was ₹16.21 lakh.
• IM+ Investments & Capital net loss after tax was ₹227.59 lakh.
• IM+ Investments & Capital exited the NBFC business after RBI cancelled its CoR.

Capital structure

• Convertible share warrant proceeds were ₹17,563.00 lakh in consolidated cash flow.
• Standalone warrant proceeds were ₹85.80 lakh.
• The results note a stock split on 20 September 2024 for EPS comparability.

Business model

• Fedders Holding is a holding company with investment and engineering subsidiaries.
• The group includes IM+ Investments & Capital and Fedders Electric and Engineering.

Meeting Details

• Board meeting scheduled for May 29, 2026.
• Meeting time was not disclosed.
• Meeting to be held at the registered office in Ghaziabad, Uttar Pradesh.

Key Agenda Items

• Approve audited standalone financial results for Q4 and year ended March 31, 2026.
• Approve audited consolidated financial results for Q4 and year ended March 31, 2026.

Other Notes

• Trading window remains closed until 48 hours after results declaration.