Incorporated on **April 30, 1918**, Fraser and Company Limited is an Indian listed entity (BSE: **539032**) with a century-long corporate history. Historically a specialist in the supply of construction and real estate materials, the company is currently navigating a complex period of financial restructuring, legal settlements, and a strategic pivot toward technology-driven services. --- ### **Core Business Model & Market Lifecycle** The company operates a trading-based model within the real estate infrastructure supply chain. Under **Ind AS - 108**, it reports a single operating segment: **Supply of construction and real estate related materials**. * **Product Scope:** The company provides comprehensive solutions categorized as **"From Foundation Till Interior,"** supplying materials required for the entire lifecycle of property development. * **Market Position:** Acting as a specialized intermediary for builders and developers, the company manages the demand-supply fluctuations inherent in the Indian construction sector. * **Operational Footprint:** The company maintains a lean structure with no **subsidiaries, associates, or joint ventures** as of **March 31, 2025**. Its registered office is located in **Borivali (East), Mumbai**. --- ### **Strategic Pivot: AI Integration & Asset Recovery** Fraser and Company is currently undergoing a fundamental transition to address legacy financial distress while building technical capabilities in emerging sectors. * **Artificial Intelligence (AI) Initiative:** Management has identified **AI Intelligence** as the core future growth driver. The company is building internal capabilities to provide business and talent solutions and has signed **Memorandums of Understanding (MoUs)** to strengthen technology delivery and infrastructure. * **Object Clause Revision:** To facilitate this shift, the company is seeking shareholder approval via **special resolution** to change its **Main Object Clause**, allowing for the formal initiation of new business lines. * **Debt-to-Asset Conversion:** A primary strategic focus has been the resolution of long-standing receivables through the **National Company Law Appellate Tribunal (NCLAT)** and **NCLT**. --- ### **Financial Performance & Contraction Trends** The company has experienced a severe contraction in revenue and profitability over the last four fiscal years, moving from a high-volume operation to a period of minimal turnover. **Key Financial Metrics (INR Millions)** | Particulars | FY 2024-25 | FY 2023-24 | FY 2022-23 | FY 2021-22 | | :--- | :---: | :---: | :---: | :---: | | **Turnover & Other Income** | **3.09** | **0.27** | **128.06** | **491.90** | | **EBITDA** | **(15.36)** | **(6.50)** | **6.61** | **16.98** | | **Net Profit / (Loss)** | *Discl. Pending* | **(10.54)** | **3.42** | **15.53** | | **Net Worth** | *Discl. Pending* | *Discl. Pending* | **~79.97** | **76.55** | * **Dividend Status:** No dividends have been recommended for the fiscal years **2022-23** through **2024-25**. * **Capital Structure:** Authorized Capital stands at **Rs. 120 Million**, with a Paid-Up Equity Capital of **Rs. 81.20 Million**. --- ### **NCLT Settlements & Real Estate Acquisitions** The company has aggressively pursued outstanding receivables through legal frameworks to shore up its balance sheet. * **Shraddha Group Settlement:** In **September 2025**, the company entered a settlement with **Shradha Landmark Private Limited** (representing **12 entities**) to recover **Rs. 80 Million** (reported in some filings as **Rs. 82.62 Million**). * **Recovery Structure:** * **Cash Recovery:** **Rs. 40 Million (₹4 Crores)** received via Demand Draft. * **Physical Assets:** Acquisition of **4 (Four) 2-BHK residential flats** in **Shiv Mangal Residency (Bhandup), Mumbai**, valued at **Rs. 40 Million**. These were registered in the company’s name in **February 2026**. * **Write-offs:** A balance of **Rs. 2.63 Million** was recognized as a loss following the settlement. --- ### **Risk Profile & Material Uncertainties** Management and auditors have identified significant headwinds that cast doubt on the company's status as a **"going concern."** * **Liquidity & Solvency:** The company faces severe constraints in meeting financial obligations. Accumulated losses reached **Rs. 28 Million (₹2.80 Crore)** by March 2025. * **Operational Dependency:** High business risk due to heavy dependability on the volatile real estate sector, rising inflation, and international economic factors. * **Trading Status:** While active on the **BSE (Scrip: 539032)**, the company’s shares remain **suspended from trading** on the **Calcutta Stock Exchange (CSE)**. * **Regulatory Friction:** * **SEBI:** Issued an **Administrative Warning** in June 2024 regarding incorrect shareholding patterns and unauthorized promoter reclassifications in 2022. * **GST:** The department blocked **Input Tax Credit (ITC)** of **Rs. 1.06 Million**, with **Rs. 0.91 Million** remaining unreflected in financial statements, potentially understating losses. * **ESIC:** Settled a liability of **Rs. 0.49 Million** following a show-cause notice. --- ### **Audit Qualifications & Internal Control Gaps** Statutory auditors have repeatedly issued qualified opinions based on a lack of documentation for significant balance sheet items: | Asset/Liability Category | Value | Audit Concern | | :--- | :--- | :--- | | **Trade Receivables** | **Rs. 96.1 Million** | Outstanding >12 months; no third-party confirmations. | | **Trade Payables** | **Rs. 47.1 Million** | Long-outstanding; lack of reconciliation. | | **Supplier Advances** | **Rs. 28.7 Million** | Paid prior to Dec 2022; no documentation or stated purpose. | | **Loans to Parties** | **Rs. 10.0 Million** | No repayment schedules for loans granted by former management. | | **Asset Valuation** | **Rs. 40.0 Million** | No independent valuation for the 4 flats received in settlement. | * **Litigation:** Five creditors have filed recovery suits totaling **Rs. 26.9 Million**. * **Internal Audit:** The company failed to conclude internal audits for **FY 2022-23** following a total turnover of **Key Managerial Personnel (KMP)**. --- ### **Governance & Leadership Evolution** The company has undergone a significant management overhaul between 2024 and 2025 to steer the new strategic direction. * **Current Leadership:** * **Managing Director:** **Mr. Omkar Rajkumar Shivhare** (Re-designated July 2024 following the resignation of **Mr. Kaustubh Ravindra Shetye**). * **Executive Director:** **Mr. Vijay Ramesh Solanki** (Appointed July 2024). * **Independent Director:** **Ms. Rekha Naraniwal Rani** (Appointed November 2025). * **Auditors:** **M/s AMS & CO.** serves as the statutory auditor, following the late 2023 resignation of the previous firm due to fee disputes. * **Internal Controls:** While management claims the framework is commensurate with company size, auditors have noted significant weaknesses in documentation and balance confirmations.