Fraser and Company Ltd

Dematerialisation status

• Dematerialisation requests processed; dematerialised securities listed on exchanges.
• Physical certificates were mutilated and cancelled after due verification.
• Depository name substituted as registered owner within prescribed timelines.

Deviation status (non-applicable)

• Purpose: Not applicable as no public, rights, or preferential issue occurred.
• Mode of fund raising: none; no such issue conducted.
• Amount raised: not applicable.
• There is no deviation or variation in fund use.
• Monitoring involvement: not applicable.

Fraser and Company Limited trading window closed from October 1, 2026 until 48 hours after the date of Board Meeting to consider unaudited financial results for the quarter and half year ended September 30, 2026

AGM Details

• AGM held Sept 17, 2026 at 12:30 PM via VC/OAVM.
• Deemed venue: Registered office, Borivali East, Mumbai.
• Remote e-voting open Sept 14–16, 2026.
• Shareholders on record: 7,677.
• Attendance via VC: promoters 3, public 80.

Key Resolutions

• Resolution 1 (Ordinary): Adopt standalone financial statements for FY ended 31 March 2026.
• Resolution 2 (Ordinary): Re-appoint Ms. Yogeeta Rajkumar Shivhare as director.
• Resolution 3 (Ordinary): Regularize Rekha Rani Naraniwal as non-exec independent director.
• Resolution 4 (Special): Approve alteration of object clause of MOA.

Voting Results

• Resolution 1: Passed; 109 in favour, 2 against; 99.9997% in favour.
• Resolution 2: Passed; 108 in favour, 3 against; 99.9992% in favour.
• Resolution 3: Passed; 108 in favour, 3 against; 99.9992% in favour.
• Resolution 4: Passed; 109 in favour, 2 against; 99.9997% in favour.

Dividend

• Dividend: No dividend proposed or declared.

Director Changes

• Ms. Yogeeta Rajkumar Shivhare re-appointed as director (retires by rotation).
• Ms. Rekha Rani Naraniwal regularized as non-executive independent director.

Auditors

• Auditors: No changes disclosed.

Material Related Party Transactions

• Material RPTs: None disclosed.

Other Approvals

• MOA object clause alteration approved (Special).

AGM Details

• AGM held on 17 September 2026 at 12:30 PM via VC/OAVM.
• e-Voting conducted 14–16 September 2026 on NSDL platform.
• Meeting chaired by the company Managing Director.

Resolutions

• Ordinary: adopt standalone audited financial statements for year ended 31 March 2026.
• Ordinary: re-appoint director by rotation.
• Special: regularize additional director as Non-Executive Independent.
• Special: alter MOA object clause.

Voting results

• Voting results not disclosed in the document.

Other details

• Total attendees: 83 shareholders.
• Scrutinizers appointed for e-voting.

AGM details

• Date, time, mode: 17 Sep 2026, 12:30 PM, VC/OAVM.

Key resolutions

• Ordinary: adopt standalone audited financial statements for the financial year ended 31 March 2026.
• Ordinary: re-appoint Yogeeta Rajkumar Shivhare as director, who retires by rotation.
• Special: regularization of Additional Director Rekha Naraniwal as Non-Executive Independent.
• Special: alteration of object clause of the Memorandum of Association.

Director changes

• Re-appointment of Yogeeta Rajkumar Shivhare as director (ordinary).
• Regularization of Rekha Naraniwal as Non-Executive Independent Director.

AGM e-Voting details

• Remote e-Voting facility for the AGM on Sept 17, 2026 at 12:30 PM.
• Voting opens Sept 14, 2026 at 09:00 AM and ends Sept 16, 2026 at 6:00 PM.
• Cut-off date for voting eligibility: Sept 10, 2026.
• Members on the register as of cut-off are entitled to vote.
• AGM proceedings deemed to be conducted at the registered office.

AGM and Book Closure

• AGM on Sept 17, 2026 at 12:30 PM via VC/OAVM; deemed venue at registered office.
• Book closure from Sept 11 to Sept 17, 2026 for both exchanges.
• Purpose of closure: AGM only; not for dividend, rights, or debentures.
• Exchanges: BSE code 539032; CSE India code 016052.

AGM corrigendum and MOA change

• Corrigendum amends item 4 of AGM notice to read Special Resolution on MOA alteration.
• MOA to permit civil construction, contracting, and sale of agricultural machinery and related services.
• Special Resolution subject to Registrar of Companies approval; Directors authorized to execute documents.
• AGM scheduled for 17 September 2026 at 12:30 PM via VC/OAVM.
• Printing error found in item 4 of AGM notice.

Financial performance

• Revenue from operations: Rs 13,647.79 thousand for FY2025-26.
• Net loss: Rs 6,145.20 thousand for the year.
• EPS: Basic and diluted -0.76 Rs.
• Dividend: No dividend declared in FY2025-26.

Capital & equity

• Issued share capital: 81,203,000 shares of Rs 10 each.
• Authorized share capital: 12,000,000 shares.
• No changes in paid-up capital during the year.

Debt & liquidity

• Secured term loans from banks: Rs 483.50 thousand as at 31-03-2026.
• Short-term borrowings from directors: Rs 4,031 thousand.
• Cash and cash equivalents: Rs 2,038.20 thousand at year-end.

Governance changes

• Rekha Naraniwal appointed independent director on 15-11-2025.
• Durgaprasad Prabhu resigned as independent director on 30-08-2025.
• Six board meetings held in FY2025-26.
• Auditors: M/s AMS & Co LLP; Secretarial Auditor: M/s AAS & Associates.

Related party transactions

• Sale to Ekadanta Genex Private Limited: Rs 1,601.20 thousand.
• Omkar Shivhare remuneration: Rs 56,150 thousand.
• Vijay Solanki remuneration: Rs 32,050 thousand.
• Omkar Shivhare balance: Rs 4,031 thousand.
• Ekadanta Genex payable: Rs 1,635.22 thousand.

Audit & internal controls

• Auditor’s report is qualified due to unconfirmed receivables and long-outstanding payables.
• Internal financial controls: no formal internal audit established for 2025-26; controls deemed adequate.

AGM & shareholder matters

• 108th AGM scheduled for 17 Sep 2026 via VC/OAVM.
• Remote e-voting window: 14-16 Sep 2026; notices on company site and stock exchanges.

CSR & risk

• CSR contributions not made in FY2025-26.
• MD&A discusses industry risks and opportunities, including regulatory changes and inflation.