We have audited the accompanying standalone financial statements of FEDDERS ELECTRIC AND
ENGINEERING LIMITED, ("the Company") which comprise the Balance Sheet as at March 31,
2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of
Changes in tquity and the Statement of Cash Flows for the year ended on that date, and notes to
the financial statements, including a summary of the significant accounting policies and other
explanatory information (hereinafter referred to as "the financial statements").

In our opinion and to the best of our information and according to the explanations given to us,
except for effects of the matters described in Basis for Qualified Opinion section of our report, 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 31, 2024, the profit
and total comprehensive income, changes in equity and its cash flows for the year ended on that
date.

Basis for Qualified Opinion

1. The Company has not maintained proper records ( Fixed Assets Register ) with respect to
Fixed Asset owned by the company also the calculation of depreciation is based on the best
estimates of the management of the company.

2. Sum of amount Rs. 47.65 lakhs to be transferred by the company to Investor protection
Fund which is not transferred yet till the balance sheet date.

3. The public shareholding in a listed company should be minimum of 25% which is not
complied with the provisions of SEBI circular No. SEBI/HO/CFD/CMD/CIR/P/43/2018.

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. In
addition to the matter described in the " Basis for Qualified Opinion" section we have determined
the matter described below to be the key audit matter to be communicated in our report.

We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the
standalone Ind AS financial statements section of our report, including in relation to these matters.
Accordingly, our audit included the performance of procedures designed to respond to our
assessment of risks of a material misstatement of standalone Ind AS financial statements. The
results of our audit procedures, including the procedures performed to address the matters below,
provide the basis for our audit opinion on the accompanying standalone Ind AS financial
statements.

Key Audit Matter

Revenue Recognition

Revenue is measured taking into account discounts and rebates earned by the customers on sales.
These arrangements result in deductions to gross sales in arriving at turnover and give rise to
obligations for the Company to provide customers with rebates, discounts, allowances.

Auditor's Response

Principal Audit Procedures

Obtained an understanding of the policies and procedures applied to revenue recognition including
testing the design and operating effectiveness of controls related to revenue recognition processes
employed by the Company.

• Performed procedures by analysing the cost of sales related to discounts, incentives, rebates and
margins to total revenue recognized as compared with prior year.

• Assessed the relevant estimates made by the management in connection with discounts
incentives and rebates at year's end.

• Performed procedures for a sample of revenue transactions at the year end to assess whether
they were recognized at the correct period by corroborating the date of revenue recognition to
third party support such as bills of lading, lorry receipt etc.

• Analysed other adjustments and credit notes issued after the reporting date.

Information Other than the standalone Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The other information
comprises the information included in the Management Discussion and 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.

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 Board of Directors is 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 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 controls system in place and the operating effectiveness of such
controls.

• 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 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 standalone 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 standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, 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 year 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. The company is having investment in wholly owned subsidiary ( Fedders Lloyd Trading FZE ),
management have written off investment in the said company and surplus/deficit is
transferred to the exceptional items in profit and loss account. Further management is in
the view that there is no need of consolidation of books for financial year ended 31, march
2024.

2. Our report is subject to the observations mentioned in Secretarial audit report.

3. During the year internal auditor were appointed for the year, whereas the audit is not
completed as the auditor firm is proprietorship firm and during the Audit period the signing
professional passed away, management is in process of reappointing new internal auditor
and will do required compliance.

Report on Other Legal and Regulatory Requirements.

1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order"') issued by the
Central Government in terms of sub-section (11) of section 143 of the Act, we give in the
"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that

a) We have sought and except for the possible effects, if any, of the matter
described in the Basis for Qualified Opinion paragraph, we have obtained all the
information and explanations which to the best of our knowledge and belief
were necessary for the purpose of our audit;

b) Except for the possible effects, if any, of the matter described in the Basis of
Qualified Opinion paragraph. 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 2(i)(vi) below on
reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;

c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss
including Other Comprehensive Income, the Standalone Statement of Changes in
Equity and the Standalone statement of Cash Flows dealt with by this Report are
in agreement with the relevant books of account;

d) Except for the possible effects, if any, of the matter described in the Basis of
Qualified Opinion paragraph above, In our opinion, the aforesaid standalone
financial statements comply with Ind AS specified under Section 133 of the Act,
read with relevant rule issued there under.

e) On the basis of written representations received from the Directors as on March
31, 2024, and taken on record by the Board of Directors, none of the directors is
disqualified as on March 31, 2024, 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 2(b) above on
reporting under Section 143(3)(b) of the Act and paragraph 2(i)(vi) below on
reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

g) With respect to the adequacy of Internal financial controls over financial
reporting of the company and the operating effectiveness of such control, refer
to our separate report in "Annexure B" to this report.

h) With respect to the other matters to be included in the Auditor's Report in
accordance with requirement of section 197(16) of the Act, as amended:

I) In our opinion and to the best of our information and according to the
explanations given to us, the remuneration paid by the Company to its
directors during the year is in accordance with the provisions of section
197of the Act.

i) 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
explanation given to us:

I. The Company has disclosed the impact of pending litigations on its financial
position in its standalone financial statements.

II. The Company did not have any long-term contracts including derivative
contracts for which there were any material foreseeable losses.

III. There has been delay in transferring amounts(Rs.47.65 lacs), 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 its knowledge and
belief, no funds (which are material either individually or in the aggregate)
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 or entity, including foreign entity ("Intermediaries"), with
the understanding, whether recorded in writing or otherwise, that the
Intermediary shall, whether, 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, no funds (which are material either individually or in the aggregate)
have been received by the Company from any person or entity, including
foreign entity ("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;

(C) Based on the audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has
caused us to believe that the representations under sub-clause iv(a) and iv(b)
contain any material misstatement.

V. The Company has not declared or paid any dividend during the year. Hence
the compliances with section 123 of Companies Act 2013, is not applicable.

VI. Based on our examination which included test checks, the Company, in
respect of financial year commencing on April 1, 2023, has not used an
accounting software for maintaining its books of account which has feature
of recording audit trail (edit log) and the same has not been operated
throughout the year for all relevant transactions recorded in the software.

Further, as per proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014
is applicable from April 1, 2023, thus reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as
per the statutory requirements for record retention is not applicable for the
financial year ended March 31, 2024.

For Rajiv Malhotra & Associates.

Chartered Accountants
Firm Registration No. 021479N

Place: Sikandrabad, UP

Date: 23-05-2024

UDIN: 24509537BKGEOU3770 sd/-

Sunil Kumar Sakral
Partner

Membership No. 509537