Fraser and Company Ltd

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.

AGM Details

• AGM scheduled for 17 September 2026 at 12:30 PM via VC/OAVM.
• Deemed venue at the registered office.
• Record date for voting: 10 September 2026.
• Book closure: 11–17 September 2026.

Key Resolutions

• Adopt standalone financial statements for year ended 31 March 2026.
• Reappoint Yogeeta Rajkumar Shivhare as Director (retiring by rotation).
• Regularize Rekha Rani Naraniwal as Non-Executive Independent Director.
• Alter MOA object clause to expand business scope and activities.

Voting Results

• Voting outcomes not disclosed in the filing.
• Resolutions to be deemed passed on receipt of requisite votes.

Director Changes

• Ms. Yogeeta Rajkumar Shivhare reappointed as Director (retiring by rotation).
• Ms. Rekha Rani Naraniwal regularized as Non-Executive Independent Director.

MOA Alteration / Other Approvals

• Alteration of MOA object clause approved for broader business scope.

Financial results (Standalone)

• Unaudited standalone results for quarter ended 30 June 2026; Limited Review report attached.
• Total income from operations for quarter ended 30.06.2026: Rs 259 million.
• Net profit after tax for quarter ended 30.06.2026: Rs (2.84) million.
• Basic and diluted EPS for quarter ended 30.06.2026: Rs (0.35).
• Year ended 31.03.2026: total income Rs 1,264 million; net loss Rs 6.15 million; EPS Rs (0.76).
• Trade receivables outstanding >12 months: Rs 13.39 million; confirmations unavailable.
• Trade payables outstanding long duration: Rs 38.83 million; confirmations unavailable; suits filed.
• Advances to suppliers Rs 28.65 million; documents and purpose not available.
• Auditors' emphasis on recoverability of long-outstanding balances; qualified on several balance-sheet items.
• Emphasis: settlements under NCLT; loss on sale of investment property recognized.
• The company remains suspended from trading on Calcutta Stock Exchange (CSE).
• Single operating segment: supply of construction and real estate materials.

Regulation 32 filing status

• Statement not applicable as no Public Rights or Preferred issues undertaken.
• No fund-raising conducted; mode not applicable.
• No funds raised; no issue details disclosed.
• No deviation or variation since no funds raised.
• Monitoring agency: not applicable.
• Fund utilisation status: not applicable.

Dematerialisation processing status

• Dematerialisation requests received were processed (accepted/rejected) and securities listed on stock exchanges.
• Physical certificates for dematerialisation were mutilated and cancelled after verification; depository name updated as registered owner within timelines.

Meeting Details

• Board meeting scheduled for Friday, May 29, 2026, at 2:00 P.M.
• Location: House No. 12, Plot No. 6A, Ground Floor, Sneh, Borivali East, Mumbai 400066.

Key Agenda Items

• Approve and take on record audited standalone financial results for quarter and year ended March 31, 2026.

Other Notes

• Trading window closed from April 1, 2026 to May 30, 2026, both days inclusive.