IM+ Capitals Ltd Management Discussions

COMPANY IN BRIEF

Fedders Holding Limited ("FHL") (Formerly known as IM+ Capitals Limited) is a leading Corporate and Transaction Advisory Company with specialized focus on Real Estate sector and distress debt resolution advisory Company, respected for its ability to manage all types of business complexities & is majorly operating in the business of financial advisory, Asset Management and management consultancy since 1991. FHL extends advisory services in Capital Management, RERA Consulting and Real Estate transactions & is diversified financial services Company with fee based and lending business activity. The Companys strategy is to provide one stop solution by offering diverse range of service like fund raising consultancy, Asset Management service, Transaction Advisory, Sales, Marketing Advisory and in some suitable cases by making finance and continue expanding geographic presence throughout India.

Fedders Holding today is a well-respected and fast-growing diversified Consultancy provider, offering varied services to institutional and retail clients. All of this has been possible through the efforts of all Stakeholders, our Team, Clients, Shareholders, Regulators, Bankers and Board of Directors. The Group currently has a balanced mix of advisory and lending services, which enables us to cross sell multiple services to a single customer. Financial statements of our Company are prepared in accordance with the Indian Accounting Standards (Ind AS) under the historic cost convention on accrual basis except for certain financial instruments which are measured at fair values, as per the provisions of Companies Act, 2013 & guidelines issued by SEBI, in this regard. The Ind AS are prescribed under Section 133 of Act read with rule 3 of Companies (Indian Accounting Standards) Rules, 2015 & relevant amendments issued thereafter.

INDUSTRY STRUCTURE AND OUTLOOK

India has a diversified financial sector undergoing rapid expansion, both in terms of strong growth of existing financial services firms and new entities entering the market. The sector comprises commercial banks, insurance companies, non-banking financial companies, co-operatives, pension funds, mutual funds and other smaller financial entities.

THREATS, RISK AND CONCERN

At present your Company has no reportable business Segment. Business conditions continue to be challenging any change in the tax regime, financial policies and regulations by Central as well as State Government, political instability at the Central or State level may affect the financial position of the Company. Business growth will depend on Global and Indian economy. The growth of the Company subject to opportunities and threats as are applicable to industry from time to time.

The Company is exposed to specific risks that are particular to its business and environment within which it operates including credit risk. The Company manages these risks by maintaining a conservative financial profile and by following prudent business and risk management policies.

FINANCIAL AND OPERATIONAL REVIEW

FINANCIAL HIGHLIGHTS FOR FINANCIAL YEAR 2024-25

Particulars	2024-25
Revenue from Operations	95.44
Other Income	136.39
Total Income	231.84
Total Expenses	110.05
Loss before Tax	7.49 (Loss)
Tax Expenses	(1.89)
Loss After Tax for the year	5.61 (Loss)

A. INTERNAL CONTROL SYSTEM

Legal Business, ethical Business has always been a core component of our principles. Fedders Holding Limited (Formerly known as IM+ Capitals Limited) has always focused on maintaining a strong internal control system which is commensurate with our size and nature of operations. The Companys internal controls are structured in a manner that ensure reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance of corporate policies, laws and accounting standards.

The entire mechanism is constructed and operated under the vision and guidance of Audit Committee and Board of Directors making the entire process an independent, objective and reasonable mechanism brining theadequacy and effectiveness of the organizations risk management, control and governance processes. The Audit Committee regularly reviews the Internal Audit Reports as well as the findings and recommendations of the Internal Auditors. Suggestions for improvement are considered and the Audit Committee follows upon the implementation of corrective actions. The Committee also meets the Companys statutory auditors toascertain, inter alia, their views on the adequacy of internal control systems and keeps the Board of Directorsposted with its observations.

The Internal Control Systems ensures smooth corporate functioning and quality management within the Company. Each and every transaction are duly authorized, recorded and reported. Other than that the Company has also put in place well defined delegation of power with authority limits for approving revenue as well as capital expenditure. Processes for creating and reviewing the annual and long-term business plans have been laid down.

There are no materially significant financial and commercial transactions with the related parties conflicting with the interest of the Company during the financial year under review.

B. HUMAN RESOURCES

Your Company maintained the momentum during the year implementing Human Resource practices for effective staffing, retention, training and staff development facilitating delivery excellence for our clients. Fedders Holding people centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspirations during the year. Fedders Holding hascontinually adopted structures that help attract best external talent and promote internal talent to higher rolesand responsibilities.

Fedders Holding Limited recognizes people as the primary source of its competitiveness and continues to focus onpeople development by leveraging technology and developing a continuously learning human resource base to unleash their potential and fulfill their aspirations therefore the relationship climate in Fedders Holding Limited remained harmonious and peaceful during the year. The Company has been taking initiatives for harnessingthe inherent strengths of its employees and for continuous improvement in work culture and operating & maintenance practices.

C. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of financial statements, no accounting treatment different from that prescribed in the Accounting Standard has been followed.

D. CAUTIONARY STATEMENT

Statement in the Directors Report and Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations may be ‘forward-looking statements within the meaning, if applicable, of securities laws and regulations.

Although we believe our expectations are based on reasonable assumptions, these forward-looking statements may be influenced by numerous risks and uncertainties that could cause actual outcomes and results to be materially different from those expressed or implied. Important factors that could influence the companys operations include economic developments within the country, demand and supply conditions in the industry, input prices, changes in government regulations, tax laws and other factors such as litigation. The Company assumes no responsibility in respect of the forward-looking statements herein which may undergo changes in future on the basis of subsequent development, information or events and holds no obligation to update these in the future.

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/ Associate companies/ joint ventures

(Rs. in Lakhs)

Particulars	IM+ Investments & Capital	Fedders Electric and
	Private Limited	Engineering Limited
CIN	U65993DL2006PTC339252	L29299UP1957PLC021118
Relationship	Subsidiary	Subsidiary
Share capital (Rs.)	500.00	8826.00
Reserves &	279.11	52437.90
surplus
Total assets	1147.15	73159.39
Total Liabilities	368.04	11895.23
Investments	176.25	348.11
Turnover	17.19	42449.00
Profit before	19.90	3888.03
taxation
Tax Expense	131.19	-
Profit/(Loss) after	(111.29)	3890.04
taxation
Proposed	-	-
Dividend
% of shareholding	100%	100%

The following information shall be furnished: -

1. Names of subsidiaries which are yet to commence operations N.A.

2. Number of subsidiaries which have been liquidated or have ceased to be a subsidiary during the year - N.A.

Associates and Joint Ventures

S. No.		Particulars	Details
1		Name of Associate / Joint Venture	N.A.
2		Latest audited Balance Sheet Date
3		Date on which the Associate or Joint Venture was associated or acquired
4		Shares of Associate/Joint Ventures held by the company on the year end
4A		Number
4B	Amount of Investment in Associates/Joint Venture
4C	Extent of Holding (%)
5	Description of how there is significant influence
6	Reason why the associate/joint venture is not consolidated
7	Net worth attributable to Shareholding as per latest audited Balance Sheet
8	Profit / Loss for the year
8A	considered in consolidation
8B	Not Considered in Consolidation

The following information shall be furnished: -

1. Number of associates or joint ventures which are yet to commence operations: NIL

2. Number of associates or joint ventures which have been liquidated or have ceased to be associate or joint venture during the year: NIL

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies(Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related partiesreferred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length Transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis: Not Applicable

(a) Name(s) of the related party and nature of relationship: (b) Nature of contracts/arrangements/transactions: (c) Duration of the contracts / arrangements/transactions:

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: (e) Justification for entering into such contracts or arrangements or transactions (f) Date(s) of approval by the Board: (g) Amount paid as advances, if any: (h) Date on which the special resolution was passed in general meeting as required under first proviso to Section 188:

2. Details of material contracts or arrangement or transactions at arms length basis:

The details of related party transactions entered into during the financial year are disclosed in Note No. 31 to the Financial Statements, which may be referred to for particulars.