Fraser & Company will hold its Annual General Meeting on September 17, 2026. The meeting aims to transact ordinary business and approve special resolutions regarding board appointments and corporate governance updates.

The event will be conducted through Video Conferencing or Other Audio-Visual Means. The proceedings are deemed to be held at the company’s registered office in Mumbai.

Key Agenda Items

Shareholders will consider the following resolutions:

• Adoption of Financial Statements: Receive and adopt the standalone audited financial statements for FY26.
• Director Re-appointment: Re-appoint Ms. Yogeeta Rajkumar Shivhare as a director, retiring by rotation.
• Independent Director Regularization: Regularize Ms. Rekha Rani Naraniwal as a Non-Executive Independent Director.
• MoA Alteration: Approve the alteration of Clause III (A) (1) of the Memorandum of Association.

Board Composition Changes

Ms. Yogeeta Rajkumar Shivhare seeks re-appointment following her initial appointment in December 2022. The Board recommends her re-appointment based on performance evaluation by the Nomination and Remuneration Committee.

Ms. Rekha Rani Naraniwal was appointed as an Additional Director in November 2025. She holds independent director positions at Shankar Lal Rampal Dye-Chem Limited, Markobenz Industries Limited, Mitshi India Limited, and Omega Ag Seeds Punjab Limited.

Corporate Governance Updates

The proposed alteration to the Memorandum of Association seeks to replace existing object clauses related to construction and civil works. This change aims to align the company’s objects with its long-term business strategy and provide flexibility for new opportunities.

Voting Details

Remote e-voting is available from September 14, 2026, to September 16, 2026. The record date for voting eligibility is September 10, 2026. Shareholders can vote via Purva Shareregistry (India) Pvt. Ltd.

Fraser & Company reported a widened net loss of ₹2.84 million for the quarter ended June 30, 2026 (Q1FY26), compared to a loss of ₹0.91 million in the same period last year. The deterioration in profitability stems from rising operational costs and a reversal in other income, which turned negative due to losses on the sale of investment properties. This financial performance highlights ongoing challenges in the company’s construction materials supply segment.

The Board of Directors approved the unaudited standalone financial results on August 11, 2026, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The results were reviewed by the statutory auditor, AMS & Co LLP, which issued a limited review report with a qualified conclusion. The Board also noted listing compliances and initiated proceedings for the Annual General Meeting (AGM) for the financial year 2025-26.

Financial Performance

Revenue from operations increased to ₹2.53 million in Q1FY26, up from nil in Q1FY25. However, total income from operations was ₹1.36 million, as other income recorded a loss of ₹1.17 million. This negative other income primarily reflects a ₹1.25 million loss on the sale of two residential flats that were part of an earlier settlement agreement. Total expenses rose to ₹4.20 million from ₹0.92 million in the previous year’s quarter, driven by higher purchase of stock-in-trade (₹2.41 million) and employee benefit expenses (₹89 lakh).

Audit Qualifications and Risks

AMS & Co LLP issued a qualified opinion citing three key areas where sufficient audit evidence was unavailable. First, trade receivables of ₹13.39 million have been outstanding for over 12 months without balance confirmations. Second, trade payables of ₹38.83 million lack confirmations, and five creditors have filed recovery suits covering ₹29.90 million. Third, advances to suppliers amounting to ₹28.65 million, given prior to December 2022, lack documentation or balance confirmations.

What the Numbers Show

The divergence between revenue growth and profit widening indicates significant margin pressure. While revenue generation resumed after a nil quarter in FY25, the cost structure did not scale efficiently. The ₹1.17 million loss in other income directly impacted the bottom line, suggesting that asset monetization strategies are currently value-destructive rather than accretive. Furthermore, the lack of confirmation for nearly ₹80 million in combined receivables, payables, and advances poses a material risk to the accuracy of the balance sheet, as highlighted by the statutory auditor.