Your Directors present the 68"¹ Report of Board of Directors on the business and operations of Fedders Electric and
Engineering Limited ("Company") together with its Audited financial statements for the financial year ended 31*
March, 2024.

1. FINANCIALPERFORMANCE

The financial performance of the Company during the year under review is summarized below: ^{2 3}

fAmount in croresl

(Rupees Ninety-five Crore Only) comprising of 3,00,00,000 Equity (Shares of Rs. 10/- Rupee Ten) each and
6,50,00,000 Non-Convertible Cumulative Redeemable Preference Shares of Rs 10/- (Rupee Ten) each."

• During the year under review, the Issued, Subscribed and Paid-up Capital is Rs. 30 Crores (Thirty Crores) divided
into 3,00,00,000 (Three Crore) Equity shares, Re. 10/- par value.

• During the year under review, the Issued, Subscribed and Paid-up Capital is 2,04,00.000, 0.5% Redeemable Non-
Convertible Cumulative Preference Shares of face value of Rs.10/- each.

• Further, as on the date of the report, the Issued, Subscribed and Paid-up Capital is 4,00,00,000, 0.5% Redeemable
Non-Convertible Cumulative Preference Shares of face value of Rs.10/- each.

4. DIVIDEND

In view of conservation of profits, the Board of Directors does not recommend any dividend for the financial year
2023-24.

5. DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the rules made there under.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Section 152(6) of the Companies Act. 2013, Mrs. Sonal Singhal (DIN:
09745010) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers
herself for re-appointment as Non-Executive Promoter Director. The Board recommends his re-appointment

Further, there is no change in the composition of Board of Directors during the year under review:

7. DECLARATION BY INDEPENDENT DIRECTORS

As required under Section 149(7) of the Companies Act, 2013 read with Schedule IV of Companies Act 2013, the
Company has received a confirmation/declaration from each of the Independent Directors stating that they meet the
criteria of independence. The following Non-Executive Directors of the Company are independent in terms of Section
149(6) of the Companies Act, 2013. and the Listing Regulations: ^{1 4 5}

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the period under review, M/s Fedders Lloyd Trading FZE ceased to be the subsidiary of Fodders Electric and
Engineering Limited. As on the date of the report, there are no Subsidiary. Associates & Joint Venture. The detail of
Companies is given in Form AOC-1 as per Annexure 1.

Further. The investment made in UAE subsidiary' by the old management (prior to the over), and during the year
under consideration the new management has evaluated Its investments made in foreign subsidiary and found that
there is no realizable value exisLs, taking the NCLT order into consideration, all the investment made including
provisioning done thereon in the books of accounts in earlier years has been written off in the current financial year
and shown under Head Exceptional Items in the Statement of Profit and Loss Account, which resulted the
relationship end of holding and subsidiary relationship. Therefore, after the end of the Holding and Subsidiary
relationship there is no need to prepare the Consolidated Financial Statements.

10. STATUTORY AUDITORS

In terms of the Section 139 of the Companies Act. 2013, M/s Rajiv Malhotra & Associates Co., Chartered Accountants,
having ICAI Registration No. 021479N were re-appointed as Auditors for a period of 5 years from the conclusion of
64^th Annual General Meeting up to the conclusion of the 69^,hAnnual General Meeting to be held for the financial year
2024-25.

11. AUDITORS' REPORT

The Auditor Report for the financial year ended 31^s' March, 2024 contains various qualifications and observation,
Audit Report attached herewith which forms part of the Annual Report

Management Reply

Fedders Electric and Engineering Limited went into Corporate Insolvency Resolution Process under the provisions
of the Insolvency and Bankruptcy Code, 2016 ("Code") in terms of order passed by the Hon'bie National Company
Law Tribunal ("NCLT"), Allahabad Bench with effect from 14^,h August, 2019. Further, the Hon'bie NCLT. Allahabad
bench vide its order dated 06.10.2021 has approved the Resolution Plan submitted by IM Plus Capitals Ltd.
(Successlul Resolution Applicant or SRA or RA). The Board ol the Company was reconstituted in terms ol the Resolution
Plan.The present management acknowledges the qualifications observed by Auditors in the Audit Report on
Financial Statements for the financial year ended 31^s* March 2024 and ensures the applicable compliances in the
upcoming years. However, the qualifications were repetitive and has been reduced as compared to the previous
financial year and management is making its best endeavour to make the all compliances and requirement of
auditors good.

12. SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Companies Act. 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Chetna Bliola & Associates,
Company Secretaries as the Secretarial Auditor of the Company to undertake Secretarial Audit of the Company for
FY 2023-24.

The Secretarial Audit Report submitted by them for the financial year 2023-24 in the prescribed form MR-3 is
attached as Annexure-2 and forms part of this Report. There were certain qualifications, observations, reservation
or comments or other remarks in the Secretarial Audit Reports which are self-explanatory.

13. CORPORATE GOVERNANCE

The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the
disclosure norms as set our by the Securities and Exchange Board of India and other Regulatory Authorities. In
compliance with Regulation 34 of Listing Regulations, a detailed Corporate Governance Report is annexed herewith
marked as Annexure-3 to and forms part of this Report

14. BOARD EVALUATION

Pursuant to the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements), Regulations 2015, the Board of Directors has carried out an annual evaluation of its own
performance. Board Committees and of individual directors.

The evaluation process focused on various aspects of the board and is committees such as the size, structure,
composition and expertise of the board, frequency of meetings, effective discharge of functions and duties by Board
and Committee prescribed under the law and as per terms of reference, in case of the committees, ensuring the
integrity of the company’s accounting and financial reporting systems, independent audit, internal audit and risk
management systems (for Board and Audit Committee), working in the interests of all the stakeholders of the
company and such other factors.

The performance of the board and committees was evaluated by the board after seeking inputs from all the directors.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the
Companies Act, 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is marked as
Annexure-4 and forms part of this report.

16. CHANGES IN THE NATURE OF THE BUSINESS

There has been no change in the nature of business of the Company during the financial year 2023-24.

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of
the financial year to which these financial statements relate on the date of this report

18. RELATED PARTY TRANSACTIONS

The Company has entered into contract or arrangement with related parties as defined under Section 188 of the
Companies Act, 2013 during the financial year under review. All contracts/ arrangeinents/transactions entered into
between related parties were in ordinary course of business and arm's length basis as shown in Note No. 37 to the
financial Statements.

19. INTERNAL CONTROL SYSTEM AND ADEQUACY

The Company has maintaining effective and reliable Internal Control System commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is well defined in the
organization and is aligned with the statutory requirements. The efficacy of the internal checks and control systems
are validated by Statutory Auditors, Auditor has disclaimer opinion on Internal Control system and Adequacy.

20. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provision of Section 135 of the Companies Act, 2013 (the Act) read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Company has earned profit Rs. 22.86 crore during the financial year
2022-23, hence Section 135 is applicable on the Company and the Company is not required to spend any CSR
expenditure during the financial year 2023-24 due to average net losses for last 3 years.

The Company has constituted a CSR Committee. Following is the composition of the Corporate Social Responsibility
Committee:-

1. Mr. Vishal Singhal, Chairman & Member

2. Mr. Rakesh Kumar Singhal. Member

3. Mr. Sanjeev Kumar Singhal, Member

The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy' encompassing the
Company’s philosophy for describing its responsibility as a Corporate citizen, laying down the guidelines and
mechanisms for undertaking socially relevant programs for welfare and sustainable development of the community
at large.

21. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AND
RESEARCH & DEVELOPMENT

In accordance with the requirements of Section 134(3) (m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules. 2014, a statement showing particulars with respect to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo are annexed hereto as Annexure-5 and forms part of this Report

22. VIGIL MECHANISM

In accordance with the provisions of the Act and Listing Regulations, the Company has adopted a Whistle Blower
Policy, as part of Vigil Mechanism to provide appropriate avenues to the employees to bring to the attention of the
management any issue which is an actual or suspected fraud or perceived to be in violation of or in conflict with the
Code of Conduct of the Company. During the year ended 31^rtMarch, 2024, no complaints pertaining to sexual
harassment were received.

23. ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management
and Administration) Rules, 2014, an annual return is uploaded on website of the Company
www.imcapitals.com/fedders-electric-engineering/.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no guarantees or security given and investments made by the Company however; the Company has
given Loans as per Section 186 of the Companies Act, 2013. The details of the transactions are disclosed in the Note
no. 36 to the financial statements.

25. PARTICULARS OF EMPLOYEES

The Statement pertaining to provision of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 requiring the names of top ten employees in terms of remuneration drawn forms
part of this Board Report However, as per Section 136(1) of the Act and proviso of Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are

being sent to the Members of the Company excluding the said statement Any Member interested in obtaining a copy
of the said statement may write to the Company Secretary at the Registered Office of the Company. It is also stated
here that there was no employee during the year who were in receipt of remuneration mention in Rule 5 (2) (I), (II)
and (111) of Companies (Appointment & Remuneration of Managerial Personnel) Rules. 2014.

26. RISK MANAGEMENT

The Board of the Directors arc of the view that there is no such risk element which may threaten the existence of the
Company. However, the Company has well-defined Risk Management Systems and procedures for the businesses of
the Company, which are periodically reviewed to ensure that the risks can be mitigated to the extent possible.

27. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has always provided a congenial atmosphere for work to all the employees, that is free from
discrimination and harassment including sexual harassment There were no cases/complaints pertaining to the
sexual harassment reported to the Hoard during the year under review.

28. LISTING OF EQUITY SHARES

The Equity Shares of your Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited
(BSE) and the trading of the shares are suspended on both exchanges.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There being no other significant or material orders passed by the regulators or courts or tribunals impacting the
going concern status and Company's operations in future.

30. INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and
Protection Fund Authority (Accounting. Audit, Transfer and Refund) Rules. 2016 ("1EPF Rules"), during the year
under review, the dividend declared for the financial year 2011-12 to 2015-16 amounting to Rs. 38.39 lakhs which
was remained unclaimed from seven consecutive years was not transferred to Investor Education and Protection
Fund. Further, shares of the Company, in respect of which dividend has not been claimed from seven consecutive
years from the date of transfer to unpaid dividend account, have also not been transferred to the demat account of
1EPF Authority.

The Company is in the process of transferring the above to the IEPF.

31. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148(1) of the Act and rules made thereunder, the Company is required to
maintain Cost records and accordingly, such accounts and records are maintained by the Company.

32. RATIO OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as
Annexure-6.

33. HEALTH, SAFETY AND ENVIRONMENT

Your Company has complied with all the applicable Health & Safety Standards, Environment Laws and Labour laws
and has been Liking all necessary measures to protect the environment and provide workers a safe work
environment. Your Company is committed towards improvement in Health ^Safety as well as Environmental
performance by providing a safe & healthy work environment to all its employees and co-workers.

34. HUMAN RESOURCE AND INDUSTRIAL RELATIONS

Your Company considers people as its biggest assets and "Believing in People" is at the heart of its human resource
strategy. Lot of efforts are put in for talent management, strong performance management, learning and training
initiatives in order to ensure that your Company consistently develops inspiring strong and credible leadership.
During the year under review, your Company continued to have cordial relationship with all iLs employees and
maintained healthy, cordial and harmonious industrial relations at all levels.

35. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit
committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the
company by its officers or employees, the details of which would need to be mentioned in the board’s report.

36. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation to the Customers, Employees, Financial Institutions.
Banks, Central and State Government Authorities, Regulatory Authorities, Stock Exchanges and all the various
stakeholders for their continued co- operation and support to the Company who all made our consistent growth
possible.

Your Directors also wish to record their appreciation for the continued co-operation and support extended by the
governments of various countries where we have our operations.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
FEDDERS ELECTRIC AND ENGINEERING LIMITED

Sd/- Sd/-

VISHAL SINGHAL RAKESH KUMAR SINGHAL

Managing Director Director

DIN: 03518795 DIN: 00063247

Date: August 12, 2024
Place: Sikandrabad, UP

1

Mr. Anil Kumar Kaushik

2

STATE OF AFFAIRS AND OPERATIONAL HIGHLIGHTS

During the year under review, the total revenue from operations of your Company for the financial year ended 31*
March. 2024 stood at Rs. 524.49 Crore as against the revenue of Rs. 114.54 Crore earned in the previous year ended
on 31* March. 2023. The Company earned Profit of Rs. 88.55 Crores (including Rs. 1.47 Crores from exceptional
items) for the year ended 31* March. 2024 in comparison with the profit of Rs. 22.86 Crores in the previous year
ended on 31* March. 2023.

At present. Company is completing its existing projects and most of its plants are non-operational. the new
Management is making best endeavors to re-start the operations of the Company. During the year, the management
has started the export of iron ores fines.

3

SHARECAPITAL

The Capital Structure of the Company as follows:-

• During the year under review, the Authorized Share Capital of the Company is Rs. 70,00,00,000 (Rupees Seventy
Crore Only) comprising of 3,00,00,000 Equity Shares of Rs. 10/- (Rupee Ten) each and 4,00,00,000 Non-Convertible
Cumulative Redeemable Preference Shares of Rs 10/- (Rupee Ten) each".

• Further, as on the date of the report, the Authorized Share Capital of the Company stands increasedto 95,00,00,000

4

Mr. Sanjecv Kumar Singhal

5

Mrs. Seema Rastogi

8. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act 2013, the Directors hereby confirms that:

i. in preparation of Annual Accounts the applicable Accounting Standards have been followed and there has been no
material departure.

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for the financial year;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.

iv. they have prepared the annual accounts on a going concern basis.

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls
are adequate and operating effectively.