Fedders Holding Limited has received an adjudication order from the Securities and Exchange Board of India (SEBI) dated March 11, 2026, imposing a total monetary penalty of ₹4,00,000 for multiple regulatory violations.

Penalty Details

The SEBI adjudication order imposes penalties on both the company and its executive leadership for violations of securities regulations:

Regulatory Violations

The company faced multiple compliance failures related to monitoring agency requirements and disclosure obligations. The primary violations include delayed submission of monitoring agency reports for four consecutive quarters in 2023, with delays ranging from 6 to 281 days.

Monitoring Agency Report Delays

Background of Violations

The violations stem from issues with Care Ratings Limited (CARE), which was initially appointed as the monitoring agency for the company's preferential issue exceeding ₹100 crores. CARE terminated its monitoring agency agreement on October 26, 2023, citing non-receipt of complete information and non-cooperation from the company.

The company had raised funds through issuance of convertible warrants at ₹168 per warrant, with one of the stated objects being loan repayment. However, disputes arose when CARE requested documentation for an unsecured loan from group company Raga Tradecon Private Limited, which the company claimed was based on oral agreement without written sanction letters.

Company's Response

Fedders Holding defended its position by arguing that the loan from its group company was based on oral agreement, which is legally valid under the Indian Contract Act, 1872. The company eventually appointed Informerics Valuation and Rating Pvt. Ltd. as the new monitoring agency on January 5, 2024, and submitted all pending quarterly reports on February 20, 2024.

Additional Compliance Failures

Beyond monitoring agency issues, SEBI found that the company failed to submit quarterly statements of deviation or variation in fund utilization as required under Regulation 32(1) of LODR Regulations. The audit committee minutes revealed no discussion regarding utilization of proceeds from the preferential allotment.

Payment Requirements

The company must remit the penalty amount within 45 days of receiving the order through SEBI's online payment facility. Failure to comply may result in recovery proceedings under Section 28A of the SEBI Act, including attachment and sale of movable and immovable properties.

The disclosure indicates no material impact on the company's operations despite the monetary penalty imposed on both the entity and its director.

Fedders Holding Limited has announced that its material subsidiary, Fedders Electric and Engineering Limited, has received delisting orders from both the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The orders, dated February 23, 2026, approve the voluntary delisting of the subsidiary's equity shares effective March 02, 2026.

Delisting Order Details

The delisting has been approved following a resolution plan sanctioned by the Hon'ble National Company Law Tribunal (NCLT), Allahabad Bench, Prayagraj, dated October 16, 2025. The key details of the delisting order are presented below:

Regulatory Framework

The delisting is being conducted pursuant to the resolution plan approved under Section 31 of the Insolvency Bankruptcy Code, 2016, and Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. Fedders Electric and Engineering Limited has confirmed compliance with all requirements specified in the NCLT order for the delisting process.

Stock Exchange Notifications

Both exchanges have issued formal notifications regarding the delisting:

BSE Notification

• Notice Number: 20260223-17
• Category: Company related
• Segment: Equity
• Scrip Code: 500139

NSE Notification

• Circular Reference: 2026/0185
• Symbol: FEDDERELEC
• Department: Listing

Impact Assessment

Fedders Holding Limited has stated that it does not anticipate any material impact on its consolidated financial statements from this delisting, except to the extent already disclosed. The subsidiary qualifies as a material subsidiary under Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The disclosure was made pursuant to Regulation 30 read with Part A of Schedule III of the SEBI (LODR) Regulations, 2015, ensuring compliance with mandatory disclosure requirements for material events affecting subsidiaries.