Dear Shareholders,

Your Directors present the 69th 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 31st March, 2025.

1. FINANCIAL PERFORMANCE

The financial performance of the Company during the year under review is summarized below:

(Amount in crores)

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 31st March, 2025 stood at Rs. 424.49 Crore as against the revenue of Rs. 525.30 Crore earned in the previous year ended on 31st March, 2024. The Company earned Profit of Rs. 38.88 Crores for the year ended 31st March, 2025 in comparison with the profit of Rs. 88.55 Crores in the previous year ended on 31st March, 2024. 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.

3. SHARE CAPITAL

The Capital Structure of the Company is as follows:

During the year under review, the Authorized Share Capital of the Company stood at 70,00,00,000 (Rupees Seventy Crore only) comprising 3,00,00,000 Equity Shares of 10/- each and 4,00,00,000 0.5% Redeemable Non-Convertible Cumulative Preference Shares of face value of 10/- each. Further, pursuant to members' approval, the Authorized Share Capital of the Company was increased to 95,00,00,000 (Rupees Ninety-Five Crore only) comprising 3,00,00,000 Equity Shares of 10/- each and 6,50,00,000 0.5% Redeemable Non-Convertible Cumulative Preference Shares of face value of 10/- each.

During the year under review, the Issued, Subscribed and Paid-up Equity Share Capital remained unchanged at 3,00,00,000 Equity Shares of 10/- each. During the year under review, the Issued, Subscribed and Paid-up Preference Share Capital increased from 2,04,00,000 Preference Shares by 3,78,62,500 Preference Shares, resulting in a total of 5,82,62,500 0.5% Redeemable

Non-Convertible Cumulative Preference Shares of face value of 10/- each.

4. DIVIDEND

In view of conservation of profits, the Board of Directors does not recommend any dividend for the financial year2024-25.

5. TRANSFER TO RESERVES

During the financial year 2024-25, Company has not transferred any amount to the General Reserves.

6. 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.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Section 152(6) of the Companies Act, 2013, Mr. Vishal Singhal (DIN: 03518795), who retires from the office by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. During the year under review, Mr. Ankit Mittal (DIN: 07092296) was appointed as Executive Director with effect from October 5, 2024, and ceased to hold office on December 19, 2024. He was subsequently re-appointed as Executive Director on April 4, 2025, and his appointment was regularised by the Members at the Extra-Ordinary General Meeting held on July 1, 2025, for a term of five years.

8. 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. Mr. Anil Kumar Kaushik 2. Mr. Sanjeev Kumar Singhal 3. Mrs. Seema Rastogi

9. COMPANY'S POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are available on the website of the Company www.imcapitals.com/fedders-electric-engineering/.

10. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has a practice of conducting familiarization programmes for its Independent Directors, the details of which are available on the website of the Company.

11. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act 2013, the Directors hereby confirms that: in preparation of Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departure. 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; 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. they have prepared the annual accounts on a going concern basis. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on the date of this Report, the Company does not have any Subsidiary, Associate or Joint Venture Company. Consequently, the disclosure in Form AOC-1 is not applicable for the financial year under review. (Annexure – 1)

13. STATUTORY AUDITORS

In accordance with the provisions of Section 139 of the Companies Act, 2013, M/s. Rajiv Malhotra & Associates, Chartered Accountants (ICAI Firm Registration No. 021479N) were re-appointed as Statutory Auditors of the Company for a term of five years from the conclusion of the 64th Annual General Meeting ("AGM") until the conclusion of the 69th AGM to be held for the financial year 2024 25.

Subsequently, M/s. Rajiv Malhotra & Associates, Chartered Accountants, tendered their resignation vide letter dated November 14, 2024, citing pre-occupation with other assignments, time constraints, and limited manpower as reasons for their inability to continue as Statutory Auditors of the Company.

To fill the resulting casual vacancy, the Board of Directors, at its meeting held on December 17, 2024, appointed M/s. O. Aggarwal & Co., Chartered Accountants (Firm Registration No. 005755N) as Statutory Auditors of the Company for the financial year 2024 25. The said appointment was duly approved by the shareholders at the Extra-Ordinary General

Meeting held on January 16, 2025.

The Board of Directors, based on the recommendation of the Audit Committee, now proposes the re-appointment of M/s.

O. Aggarwal & Co., Chartered Accountants (Firm Registration No. 005755N) as Statutory Auditors of the Company for a term of five consecutive years commencing from the conclusion of this Annual General Meeting until the conclusion of the 74th Annual General Meeting. Necessary resolution for their re-appointment forms part of the Notice convening the Annual General Meeting.

14. INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, your Company has appointed M/s. Punam Gupta & Associates, Chartered Accountants, as the Internal Auditors of the Company for Financial year 2024-25 and takes their suggestions and recommendations to improve and strengthen the internal control systems.

15. AUDITORS' REPORT

The Auditor Report for the financial year ended 31st March, 2025 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'ble National Company Law Tribunal ("NCLT"), Allahabad Bench with effect from 14th August, 2019. Further, the Hon'ble NCLT, Allahabad bench vide its order dated 06.10.2021 has approved the Resolution Plan submitted by IM Plus Capitals Ltd. (Successful Resolution Applicant or SRA or RA). The Board of the Company was reconstituted in terms of the Resolution Plan. The present management acknowledges the qualifications observed by Auditors in the Audit Report on Financial Statements for the financial year ended 31st March 2025 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 endeavor to make the all compliances and requirement of auditors good.

16. 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 Bhola & Associates, Company Secretaries as the Secretarial Auditor of the Company to undertake Secretarial Audit of the Company for FY 2024-25.

The Secretarial Audit Report submitted by them for the financial year 2024-25 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.

17. CORPORATE GOVERNANCE

The Company remains committed to upholding the highest standards of Corporate Governance and ensuring full compliance with the applicable disclosure requirements prescribed by SEBI and other regulatory authorities. A detailed report on Corporate Governance forms part of this Annual Report and is annexed hereto as Annexure–3.

18. 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.

19. 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.

20. CHANGES IN THE NATURE OF THE BUSINESS

There has been no change in the nature of business of the Company during the financial year 2024-25.

21. 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.

22. 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/ arrangements/transactions entered into between related parties were in ordinary course of business and arm's length basis as shown in Note No. 38 to the financial Statements.

23. 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.

24. CORPORATE SOCIAL RESPONSIBILITY

Brief outline on CSR Policy of the Company

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. "The CSR

Policy of the Company is available on the website of the Company www.imcapitals.com/fedders-electric-engineering/."

Composition of CSR Committee

The Company has constituted a CSR Committee. Following is the composition of the Corporate Social Responsibility Committee: - Mr. Vishal Singhal, Chairman & Member Mr. Rakesh Kumar Singhal, Member Mr. Sanjeev Kumar Singhal, Member

During the financial year 2024-25, the Committee met once on 22nd November, 2024 and all the Members of the Committee were present at the meeting.

Pursuant to Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company was required to spend Rs. 76,31,828.00 towards CSR during FY 2024-25, based on the average net profits of the preceding three financial years.

25. 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.

26. 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 31st March, 2025, no complaints pertaining to sexual harassment were received.

27. 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/.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loans or made any investments, nor has it provided any guarantees or securities under Section 186 of the Companies Act, 2013. The same may be referred to in Note No. 37 of the financial statements.

29. 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 (III) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

30. RISK MANAGEMENT

The Board of the Directors are 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.

31. 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 Board during the year under review.

32. MATERNITY BENEFIT ACT, 1961

The Company has complied with all applicable provisions of the Maternity Benefit Act, 1961 during the year. Necessary benefits and leave entitlements are extended to eligible employees in accordance with the law.

33. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE); however, trading of the shares has been suspended on both exchanges.

34. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS.

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

35. 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.

36. 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 ("IEPF 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 IEPF Authority.

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

37. 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.

38. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Directors are related to each other within the meaning of the term "relative" as per Section 2(77) of the Act and SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015.

39. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY'S SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review, no company has become or ceased to be a subsidiary, joint venture, or associate company of the Company.

40. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has made efforts to comply with the applicable Secretarial Standards in the Financial Year 2024 25 and continues to strengthen its compliance framework.

41. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the Code for Corporate Disclosures ("Code"), as approved by the Board from time to time, are in force by the Company.

42. EXTRACT OF ANNUAL RETURN

As per MCA Vide Notification dated 05.03.2021, the extract of Annual Return in Form No.MGT-9 is not required under Section 92 of the Companies Act, 2013 for the financial year ending March 31, 2025.

43. NUMBER OF MEETINGS OF THE BOARD

Twenty-Six (26) meetings of the Board of Directors of the Company were held during the year. For details of the meetings, please refer to the Corporate Governance Report, which forms part of the Annual Report.

44. 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.

45. HEALTH, SAFETY AND ENVIRONMENT

Your Company has complied with all the applicable Health & Safety Standards, Environment Laws and Labour laws and has been taking 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.

46. 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 its employees and maintained healthy, cordial and harmonious industrial relations at all levels.

47. 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.

48. 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.