Notice of Annual General Meeting dated 17 September 2026

fY FRASER AND COMPANY LIMITED 100~ 2 YEARS CIN - 151100MH1917PLC272418 GSTIN - 27AAACF3592R177 Incorporated Since 1917 Address — House No. 12, Plot 6, Ground Floor — Sneh, Road No. 2, Abhinav Nagar, Opposite CTRC Training Center, Borivali (East), Mumbai —400066. Contact No. 02265075394. Email ~ fraseracp@gmail.com Friday, August 21%, 2026 General Manager, The Manager, Listing Department, Listing & Compliance Department Bombay Stock Exchange Limited, The CSE Limited Phiroze Jeejeebhoy Towers, 7, Lyons Range, Dalal Street, Kolkata-700001 Mumbai —400 001 Scrip Code: 539032/ FRASER Scrip Code: 016052 Dear Sir/Madam, Subject: Notice of Annual General Meeting: We are enclosing herewith, the Notice of Annual General Meeting (“AGM”) of Fraser and Company Limited (“the Company”) scheduled to be held on Thursday, September 17™, 2026 at 12:30 P.M. through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”). The proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company at House No 12, Plot 6A, Ground Floor Sneh, Road No 2, Abhinav Nagar, Opposite CTRC Training Center, Borivali East, Mumbai, MH - 400066 IN which shall be the Deemed Venue of the AGM. The said notice is also available on the website of the Company at www.fraserindia.co.in Kindly take same on record. Thanking You FOR FRASER AND COMPANY LIMITED gty sy OMKAR 'OMKAR RAJKUMAR RAJKUMAR stivmRe Date: 2026.08.21 SHIVHARE 15311540530 OMKAR RAJKUMAR SHIVHARE MANAGING DIRECTOR DIN: 08374673 EnclA:s above f FRASER AND COMPANY LIMITED CIN —151100MH1917PLC272418 GSTIN - 27AAACF3592R17Z Incorporated Since 1917 Address — House No. 12, Plot 6A, Ground Floor — Sneh, Road No. 2, Abhinav Nagar, Opposite CTRC Training Center, Borivali (East), Mumbai — 400066. Contact No. 02265075394. Email ~fraseracp@gmail.com NOTICE Notice is hereby given that the Annual General Meeting of the Members of Fraser and Company Limited will be held on Thursday, September 17, 2026 at 12:30 A.M. through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”) to transact the following businesses: The proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company at HOUSE NO 12, PLOT 6A, GROUND FLOOR SNEH, ROAD NO 2, ABHINAV NAGAR, OPPOSITE CTRC TRAINING CENTER, BORIVALI EAST, MUMBAI - 400066 IN which shall be the Deemed Venue of the AGM. ORDINARY BUSINESS: 1. To receive, consider and adopt, the Standalone Audited Financial Statements of the Company for the Financial Year ended March 31%, 2026 together with the Reports of the Board of Directors and Auditors thereon: To consider and, if thought fit, to pass with or without modification(s), the following Resolution as ORDINARY RESOLUTION: “RESOLVED THAT the Audited Balance Sheet as at March 31%, 2026 and the Statement of Profit and Loss for the year ended March 31%, 2026 and the Cash Flow Statement along with the Directors’ Report and the Auditors’ report thereon, be and are hereby received and adopted.” 2.To re-appoint Ms. Yogeeta Rajkumar Shivhare (DIN: 08436055) as the Director of the Company, who retires by rotation and being eligible, offers herself for re- appointment: Based on the terms of appointment, Executive Directors and the Non-Executive and Non-Independent Chairman are subject to retirement by rotation. Ms. Yogeeta Rajkumar Shivhare, who was initially appointed at the Board Meeting held on December 28™, 2022 and regularized on March 14, 2023 at the Extra-Ordinary General Meeting of the Members and whose office is liable to retire at the ensuing AGM, being eligible, seeks re-appointment. Based on performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board recommends her re- appointment. To consider and, if thought fit, to pass with or without modification(s), the following Resolution as ORDINARY RESOLUTION: “RESOLVED THAT, pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, the approval of members of the Company, be and is hereby accorded to reappoint Ms. Yogeeta Rajkumar Shivhare (DIN: 08436055) as a director, who is liable to retire by rotation.” FRASER AND COMPANY LIMITED 102 iY EARS CIN —151100MH1917PLC272418 GSTIN - 27AAACF3592R17Z Incorporated Since 1917 Address — House No. 12, Plot 6A, Ground Floor — Sneh, Road No. 2, Abhinav Nagar, Opposite CTRC Training Center, Borivali (East), Mumbai — 400066. Contact No. 02265075394. Email ~fraseracp@gmail.com Special Business: 3. Regularization of Additional Director (Non- Executive & Independent Director) Ms. Rekha Rani Naraniwal as Non- Executive Independent Director: To consider and, if thought fit, to pass with or without modification(s), the following Resolution as ORDINARY RESOLUTION: “RESOLVED THAT in accordance with the Provisions of Sections 152, 161 and other applicable Provisions, if any, of the Companies Act, 2013 (the Act) and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), Ms. Rekha Rani Naraniwal (DIN: 08467886) who was appointed as an Additional (Non-Executive Independent) Director of the Company with effect from November 15, 2025, and who holds office up to the date of this Annual General Meeting who is eligible for appointment and has consented to act as Director of the Company, be and is hereby appointed as the Non-Executive Independent Director of the Company.” “RESOLVED FURTHER THAT any Director of the Company, be and is hereby authorized to do all such acts, matters, deeds and things necessary or desirable in connection with or incidental for giving effect to the above resolution, including, but not limited to, making the requisite filings with any statutory / regulatory body, in this regard.” 4.To approve alteration of object clause of the Memorandum of Association of the company To consider and, if thought fit, to pass with or without modification(s), the following Resolution as SPECIAL RESOLUTION: “RESOLVED THAT pursuant to the provisions of Section 4, Section 13 and other applicable provisions, if any, of Companies Act, 2013, (including any statutory modifications or re-enactment thereof, for the time being in force), and the rules framed there under, consent of the Members of the Company, be and is hereby accorded, subject to the approval of the Registrar of Companies, Mumbai, to replace to the existing clause IIl (A) (1) of the Memorandum of Association of Company: Replacing to the existing Clause Il (A) (1): To carry on the business of contractors, sub-contractors, quasi contractors and to undertake contracts and subcontracts relating to construction, modification, repairing, alteration, construction, removal, redecoration, redesigning, enlarging, improving and designing of civil work, commercial and/or residential building for whatever use, roads, approach roads, approach roads, streets, circles, squares, parks, gardens, statues, parking places, bridges, dams, watercourses and reservoirs, tunnels, earthworks, sewers, tanks, drains, sewage, lighthouses, towers, transmission towers, pipelines, underground cables, railway tracks, railway sidings, runways shipyards, stockyards, culverts, channels whether on a turnkey basis or on labour contracts or otherwise. FRASER AND COMPANY LIMITED CIN —151100MH1917PLC272418 GSTIN - 27AAACF3592R17Z Incorporated Since 1917 Address — House No. 12, Plot 6A, Ground Floor — Sneh, Road No. 2, Abhinav Nagar, Opposite CTRC Training Center, Borivali (East), Mumbai — 400066. Contact No. 02265075394. Email ~fraseracp@gmail.com “RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, any of the Director of the Company, be and is hereby authorized, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid Resolution along with filing of necessary e-F [Showing first 8,000 characters — download PDF for full document]