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, 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 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, 2025, the profit and total comprehensive income, changes in equity and
its cash flows for the year ended on that date.

Basis for Qualified Opinion

a. The public shareholding in a listed company should be minimum of 25% which is not complied with the
provision of SEBI Circular number SEBI/HO/CFD/CMD/CIR/P/43/-2018. Share trading of company is
suspended, status on BSE is "Suspended due to Penal reasons, suspended due to Procedural reasons”
and on NSE is "Temporary Suspended”.

b. Sum of amount Rs 47.65 lakh was required to be transferred to Investor Education and Protection Fund
till 31-03-2025 which is not yet transferred to investor education fund by the company.

c. The company has not maintained proper records (Fixed Assets Register) with respect to Fixed Assets
owned by the company, and depreciation is charged on the best estimates of management of the company.

d. The company has not maintained proper records with respect to inventory of scrap which has been
handed over at the time of takeover from old management in accordance with the NCLT order.

e. During the year, the Company has issued 0.50% non-convertible redeemable cumulative preference
shares of ^10 each at a premium of 400% of the Face Value of preference shares, redeemable after 8 years,
and 0.50% non-convertible redeemable cumulative preference shares of ^10 each at a premium of 700%
of the Face Value of preference shares, redeemable after 4 years. As per the requirements of Ind AS 109 -
Financial Instruments, the Company has not determined or disclosed the present value of these financial
liabilities, nor has it applied the effective interest method for subsequent measurement. In the absence of
necessary information, we are unable to quantify the impact of this departure from Ind AS 109 on the
financial results.

f. During the course of audit, it is found that in respect of tour & travelling expenses payment has been made
through credit card, however satisfactory supporting documents were not produced to us. In the absence
of such documentation, we are unable to determine the correctness and accuracy of the expenses
recorded. Accordingly, we are unable to quantify the impact, if any, of these matters on the financial
results.

g. As per the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Company is required to spend a amount of Rs 76.32 Lakh
towards Corporate Social Responsibility (CSR) activities during the year. However, the Company has not
incurred any expenditure towards CSR activities during the year under audit, nor has it transferred the
unspent amount to the specified fund as required under sub-section (5) and (6) of Section 135 of the
Companies Act, 2013.

The consequential impact of above qualifications, if any, on the financial statements remains unascertained.

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 scepticism
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. During the year internal auditor were appointed for the year, however internal audit report for the half yearly
ended 31^st March 2025 is not provided to us.

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, 2025, and taken
on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 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 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 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. “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.

For O. Aggarwal & Co.

Chartered Accountants

Firm Registration No. 005755N

Sd/-

CA Om Prakash Aggarwal

Partner

Membership No. 083862

UDIN: 25083862BMFYAZ4262

Place: Sikandrabad, U.P.

Date: 28.05.2025