We have audited the accompanying standalone financial statements of Fedders Holding Limited (Formerly Known
as IM Capitals Limited) ('the Company"), which comprise the Balance Sheet as at March 31st, 2025, the
Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the
Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and
other explanatory information (hereinafter referred to as 'the standalone financial statements").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
standalone financial statements give the information required by the Companies Act, 2013 ('the Act") in the manner
so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section
133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ('Ind AS") and other
accounting principles generally accepted in India, of the state of affairs of the Company as at March 31st, 2025, the
profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified
under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor's
Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI)
together with the independence requirements that are relevant to our audit of the standalone financial statements
under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
standalone financial statements of the current period. These matters were addressed in the context of our audit of the
standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. We have determined that there are no key audit matters to communicate in our report.
Information Other than the Standalone Financial Statements and Auditor's Report Thereon
The Company's management and Board of Directors are responsible for the preparation of the other information. The
other information comprises the information included in the Management Discussion and Analysis, Board's Report
including Annexure to Board's Report, Business Responsibility Report, Corporate Governance and Shareholder's
Information, but does not include the standalone financial statements and our auditor's report thereon. The other
information is expected to be made available to us after the date of this Auditor report.
Our opinion on the standalone financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the standalone financial
statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information;
we are required to report that fact. We have nothing to report in this regard.
Management's Responsibility for the Standalone Financial Statements
The Company's management and Board of Directors are responsible for the matters stated in section 134(5) of the
Act with respect to the preparation of these standalone financial statements that give a true and fair view of the
financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company
in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the
standalone financial statements that give a true and fair view and are free from material misstatement, whether due
to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company's ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.
The Board of Directors are responsible for overseeing the Company's financial reporting process
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional's skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial controls relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also
responsible for expressing our opinion on whether the Company has adequate internal financial control
system in place and the operating effectiveness of such control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or Conditions that
may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor's report to the related
disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report.
However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including
the disclosures, and whether the standalone financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and
in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial
statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit ladings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the standalone financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Other Matters
1. During the year internal auditor were appointed for the year, however internal audit report for the half yearly
ended 31st March 2025 is not provided to us.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears
from our examination of those books also except for the matters stated in paragraph 1(i)(vi) below on reporting
under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of
Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant
books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section
133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on March 31st, 2025 taken on record
by the Board of Directors, none of the directors are disqualified as on March 31st, 2025 from being appointed as
a director in terms of Section 164 (2) of the Act.
f) With respect to the maintenance of accounts and other matters connected therewith, reference is made to our
remarks in the paragraph 1(b) above on reporting under Section 143(3)(b) of the Act and paragraph 1(i)(vi)
below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
g) With respect to the adequacy of the internal financial control over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses
an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls
over financial reporting.
g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014 as amended, in our opinion and to the best of our information and
according to the explanations given to us.
(i) The Company does not have any pending litigations which would impact its financial position.
(ii) The Company did not have any long - term contracts including derivative contracts for which there were
any material foreseeable losses.
(iii) There were no amounts which were required to be transferred to the Investor Education and Protection
Fund by the Company.
(iv) (a) The management has represented that, to the best of it's knowledge and belief, as disclosed in notes
to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or
share premium or any other sources or kind of funds) by the company to or in any other person(s) or
entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall,
• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the company ("Ultimate Beneficiaries")
or
• provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The management has represented, that, to the best of its knowledge and belief, as disclosed in notes
to the accounts, no funds have been received by the company from any person(s) or entity (ies), including
foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that
the company shall,
• whether, directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries")
or
• provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
(c) Based on such audit procedures that the auditor has considered reasonable and appropriate in the
circumstances, nothing has come to their notice that has caused them to believe that the
representations under sub-clause (iv)(a) and (iv)(b) contain any material mis-statement.
(v) The Company has not declared or paid dividend during the year under audit, Hence compliance of section
123 of the Companies Act, 2013 is not applicable in the case of the Company.
(vi) "According to information and explanations provided by management and Based on our examination which
included test checks, the company has used an accounting software "BIZSOL" for maintaining its books
of account for the year ended 31st March 2025 which has a feature of recording audit trail (edit log)
facility and the same has operated throughout the year for all relevant transactions recorded in the
software. Further, during our audit we did not come across any instance of audit trail feature being
tampered with and audit trail has been preserved by the company as per statutory requirement for record
retention.
2. With respect to the matter to be included in the Auditor's Report under Section 197(16) of the Act:
In our opinion and according to the information and explanations given to us, the remuneration paid by the
Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act.
The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The
Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required
to be commented upon by us.
3. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central Government in
terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs
3 and 4 of the Order.
For O. Aggarwal & Co.
Chartered Accountants
Firm Registration No.: 005755N
Sd/-
CA Om Prakash Aggarwal
Partner
M. No.: 083862
UDIN: 25083862BMFYBF1587
Place: Delhi
Date: 30.05.2025
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