Hercules Hoists Ltd

Dear Shareholders,

Your Directors have pleasure in presenting 63rdAnnual Report on the operations of the Company together with the Audited Financial Statements for the financial year ended31st March, 2025.

1. FINANCIAL STATEMENTS &RESULTS:

The Company functions as a Core Investment Company (CIC) and is primarily engaged in holding investments in group companies.

The Company's performance for the financial year ended 31st March, 2025 as compared to the previous financial year, is summarized below

(Amount in Rs.Lakhs)

The financial statements of the Company for the year ended March 31, 2025 have been disclosed as per Schedule III of the Companies Act, 2013.

The financial statements up to year ended March 31, 2025 were prepared in accordance with the accounting standards notified under Companies (Accounting Standard) Rules 2006 as amended and other relevant provisions of the Companies Act, 2013.

The financial statements comply in all material aspects with Indian Accounting Standards (IND AS) notified as per Companies (Indian Account Standard) Rules 2015 under section 133 of the Companies Act, 2013 and other relevant provisions.

The performance highlights are as under:

The Company didn't have any revenue from operations during the financial year 2024-25. However, the other income of Rs. 614.76 lakhs is down by 32.48%as compared to the previous year's other income of Rs. 910.54 lakhs. The profit after tax of Rs. 558.22 lakhs, is down by 36.769%, as compared to previous year's net profit of Rs. 882.83. The other income is primarily dependent upon receipt of dividend income from Bajaj group companies in which the Company has its investments.

The Directors do not recommend any dividend for the financialyear under review.

In terms of the provisions of Regulation 43Aof the SEBI Listing Regulations, the Company has formulatedand adopted a Dividend Distribution Policy. The policy is availableon the Company's website athttps://herculeshoists.in/wp-content/uploads/2024/06/Policy-Manual-updated-till-June-24.pdf

In terms of the provisions of the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016/Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, unpaid/unclaimed dividend of Rs. 830/- pertaining to the financial year 2016-17were transferred during the year to the Investor Education and Protection Fund.

As on the balance sheet date, the Company does not have any subsidiaries, associate companies, or joint ventures. Accordingly, the requirement to prepare Consolidated Financial Statements under Section 129(3) of the Companies Act, 2013 and the applicable Accounting Standards do not arise for the financial year ended 31st March 2025.

There was no revision of the financial statements for the year under review.

The Board has not recommended any amount to be transferred to the general reservesfor the financial year under review.

There has been no change in the nature of business of the Company during the financial year under review. The Company continues to operate as a Core Investment Company (unregistered), engaged primarily in holding investments in group entities.

No material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

The Company's internal control system is commensurate with its size, scale, and complexities of its operations. The audit committee of the Board of Directors periodically reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has policies and procedure in place for reliable financial reporting.

All transactions entered with related parties for the year under review were on arm's length basis and thus a disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. There were no materially related party transactions made by the Company with related parties which may have a potential conflict with the interest of the Company. All related party transactions are mentioned in the notes to the accounts. All related party transactions are placed before the audit committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are verified and a statement giving details of all related party transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis. The policy on related party transactions as approved by the board is placed on the Company's website https://herculeshoists.in

Particulars of loans given, investments made, guarantees given and securities provided as covered under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the notes to the Standalone Financial Statements forming part of the Annual Report.

During the review period ending on March 31, 2025, your Company did not have any Subsidiary / Joint Venture / Associate Company.

The Scheme of Arrangement between Hercules Hoists Limited (‘HHL') and Indef Manufacturing Limited (‘IML') under Sections 230-234 and other applicable provisions of the Companies Act, 2013, was approved by the Board of Directors of the Company on September 23, 2022. The Scheme envisaged the transfer of the manufacturing business of HHL to its wholly owned subsidiary, IML, by way of demerger, with the objective of segregating the manufacturing operations from the investment business of HHL. Post demerger, HHL continued to carry on the investment business.

Under the Scheme, shareholders of HHL were allotted shares of IML in the ratio of 1:1. Consequently, the shares held by HHL in IML stood cancelled, thereby resulting in a mirror shareholding pattern in both HHL and IML.

The Company received No Objection letters for filing the draft Scheme with the National Company Law Tribunal (NCLT) from BSE on May 23, 2023, and from NSE on May 24, 2023. The Company subsequently filed the application with the Hon'ble NCLT, Mumbai Bench, and the Scheme of Arrangement was approved and sanctioned by the Hon'ble Tribunal by its order pronounced on August 2, 2024 and certified copy of the order was served on HHL on September 3, 2024

Pursuant to the said approval, the demerger became effective from 30 September 2024.

2. SHARE CAPITAL:

There has been no change in the Share Capital of the Company during the year under review. As on 31stMarch, 2025, the Authorised Share Capital of the Company stood at Rs.4,00,00,000/- divided into 4,00,00,000 Equity Shares of Re.1/- each and the paid-up share capital of your Company stood at Rs.3,20,00,000/- divided into 3,20,00,000 Equity Shares of Re. 1/- each.

The Company had not issued any other shares or instruments convertible into Equity Shares of the Company or with differential voting rights nor has granted any sweat equity.

3. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL: a. BOARD OF DIRECTORS:

The constitution of the Board of Directors is in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI LODR Regulations.

The Board of Directors, in its meeting held on May 27, 2024, based on the recommendation of the Nomination and Remuneration Committee, appointed Smt. Girija Balakrishnan (DIN: 06841071) as an Additional Director (Non-Executive) of the Company for a term of five years. The appointment was duly approved by the members of the Company at the 63rd Annual General Meeting held on August 12, 2024.

The tenure of Mr. Hariprasad Anandkishore Nevatia (DIN: 00066955), Whole-time Director, was due to expire on November 21, 2024. In accordance with the provisions of Section 196(2) of the Companies Act, 2013, the Nomination and Remuneration Committee, at its meeting held on May 27, 2024, recommended his re-appointment for a further period of two years, effective from November 22, 2024. The Board, at its meeting held on the same day, approved the re-appointment, which was subsequently approved by the shareholders at the Annual General Meeting.

Further, the Board of Directors, at its meeting held on November 11, 2024, took on record the cessation of Mr. Nirav Nayan Bajaj (DIN: 08472468), Non-Executive Director, with effect from September 30, 2024, and the cessation of Mr. Vikram Taranath Hosangady (DIN: 09757469), Non-Executive Independent Director, also with effect from

September 30, 2024, due to the demerger of the Company, pursuant to which both Directors transitioned to Indef Manufacturing Limited.

Additionally, Smt. Shruti Jatia (DIN: 00227127) tendered her resignation from the Directorship of the Company with effect from November 11, 2024, upon the completion of her second term of five consecutive years as an Independent Director.

The Company has received and taken on record declarations received from the Independent Directors of the Company confirming their independence in accordance with Section 149(6) of the Companies Act, 2013 and pursuant to Regulation 25 of the SEBI LODR Regulations.

The Independent Directors have confirmed that they have complied with the company's code of business conduct & ethics. All independent directors of the company have valid registration in the independent director's databank of Indian Institute of Corporate Affairs as required under Rule 6(1) of the Companies (Appointment and Qualification of Director) Fifth Amendment Rules, 2019. All those Independent Directors who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, have passed such test.

In the opinion of the Board, Independent Directors of the Company possess requisite integrity, expertise and experience for acting as an Independent Director of the Company.The terms and conditions of appointment, including the code of conduct and the duties of independent directors as laid down in the Companies Act, 2013, are placed on the website of the Company. The details of the familiarization programme for the independent directors are explained in the Corporate Governance Report.

c. KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company, at its meeting held on May 27, 2024, has: a. Taken on record the cessation of Mr. Vivek Maru, Company Secretary and Key Managerial Personnel of the Company, with effect from June 16, 2024; and b. Considered and approved the appointment of Mr. Vineesh Vijayan Thazhumpal, as the new Company Secretary and Key Managerial Personnel of the Company, with effect from August 12, 2024.

Further, the Board of Directors of the Company, at its meeting held on November11, 2024, has:

a. Taken on record the cessation of Mr. Girish Jethmalani, Chief Financial Officer (CFO) and Key Managerial Personnel of the Company, with effect from September 30, 2024; and

b. Considered and approved the appointment of Mr. Siddhesh Vilas Gokhale, as the new Chief Financial Officer (CFO) and Key Managerial Personnel of the Company, with effect from October 01, 2024.

c. Taken on record the cessation of Mr. Vineesh Vijayan Thazhumpal, Company Secretary and Key Managerial Personnel of the Company, with effect from September 30, 2024, and

d. Considered and approved the appointment of Smt. Meeta Khalsa, as the Company Secretary and Key Managerial Personnel of the Company, with effect from October 01, 2024.

e. Taken on record the cessation of Shri. Amit Bhalla, Chief Executive

Officerand President of the Company, with effect from September 30, 2024.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as onMarch 31, 2025 are:

Mr. Hariprasad Anandkishore Nevatia - Whole-time Director;

Mr. Siddhesh Vilas Gokhale –Chief Financial Officer; and

Smt. Meeta Khalsa- Company Secretary& Compliance Officer (upto 31st March 2025)

4. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

The Board of Directors met five times during the financial year under review. The details of the Board meetings and the attendance of Directors thereat are provided in the Corporate Governance Report forming part of the Annual Report.Additionally, a separate Meeting of Independent Directors was held on10thFebruary, 2025in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations").

b. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2025, the Board of Directors hereby confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation and there were no material departures;

ii. such accounting policies have been selected and applied consistently and the Directors 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 as at 31st March, 2025 and of the profit of the Company for that year;

iii. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts of the Company have been prepared on a going concern basis;

v. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Audit Committee is constituted by the Board of Directors of the Company in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI LODR Regulations. The Members of the Audit Committee are financially literate and have requisite accounting and financial management expertise. The terms of reference of the Audit Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

The composition of the Nomination and Remuneration Committee is in conformity with the provisions of Section 178 of the Companies Act, 2013 and pursuant to Regulation 19 of the SEBI Listing Regulations. The terms of reference of the Nomination and Remuneration Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

The Company has Nomination and Remuneration Policy which provides the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees in accordance with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Policy of the Company is hosted on the Company's Website at:https://herculeshoists.in/

The composition of the Stakeholders Relationship Committee is in conformity with the provisions of Section 178 of the Companies Act, 2013 and pursuant to Regulation 20 of the SEBI LODR Regulations. The Company Secretary acts as the Secretary of the Stakeholders Relationship Committee. The terms of reference of the Stakeholders Relationship Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

The composition of the Risk Management Committee is in conformity pursuantto Regulation 21 of the SEBI LODR Regulations. The terms of reference of the Risk Management Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

Risks are events, situations or circumstances which may lead to negative consequences on the Company's businesses. Risk management is a structured approach to manage uncertainty. The Board has adopted a Risk Management Policy for all its business divisions and corporate functions and the same have been embraced in the decision making to ease the risk involved. Key business risks and their mitigation are considered in day-to-day working of the Company and also in the annual/strategic business plans and management reviews.

The Board of Directors of the Company has pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, established Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and/or reports, etc.

The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee.The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the Company's website at:https://herculeshoists.in/

The Corporate Social Responsibility Committee has been constituted in order to support initiatives in the field of health,safety, education, infrastructure development, environment, relief and assistance in the event of a natural disaster,livelihood support, animal welfare and contributions to other social development organizations and also throughcollaborations with several Trusts and NGOs in accordance with the provisions of Section 135 of the Companies Act,2013. The CSR Committee comprises of Mr. Shekhar Bajaj as the Chairman, Mr. Hariprasad Anandkishore Nevatia and Mrs. Girija Balakrishnanas members.

Following the recent demerger of the Company, the Company is no longer required to constitute a Corporate Social Responsibility (CSR) Committee since CSR obligation under stipulated sections of the Companies Act, 2013 is not applicable for HHL

Accordingly, the Board proposes to dissolve the existing CSR Committee at the upcoming Board meeting.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out the annual performance evaluation of its own performance and that of its committees and individual directors including the chairman. A structured questionnaire covering various criteria of the Board's functioning such as adequacy of the composition of the Board and its committees, board culture, execution and performance of specific duties, obligations and corporate governance was circulated to all the directors. The said criteria are placed on the Company's websitehttps://herculeshoists.in/investor/

Based on the said criteria, rating sheets were filled by each director regarding evaluation of performance of the Board, its committees and directors (except for the director being evaluated). A consolidated summary of the ratings given by each of the director was then prepared. Based on summarized evaluation statements, the performance was reviewed by the Board, nomination & remuneration committee and independent directors in their meetings held on February 10, 2025. The directors expressed their satisfaction with the evaluation process.

The familiarization programme aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well-informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Companies Act, SEBI LODR Regulations and other statutes.

The details of programme for familiarization of Independent Directors are put up on the website of the Company at the link:https://herculeshoists.in/wp-content/uploads/2025/05/6.-Familiarization-programme.pdf

Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided uponrequest.

Statement containing Particulars of Employees pursuant to Section 197 of the Act and Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of the Annual Report. Pursuant to the provisions of Section 136(1) of the Act, the financial statements are being sent to the Members and others entitled thereto, excluding the information on employees' particulars specified under Rule 5(2) & (3) of the Rules. The same are available on the website of the Company viz. https://herculeshoists.inand for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy thereof may write to the Company Secretary at cs@herculeshoists.in and to CFO at cfo@herculeshoists.in

Pursuant to SEBILODRRegulations, the declaration signed by the Whole-time Director affirming the compliance of Code of Conduct by the Directors and Senior Management Personnel for the year under review is annexed to and forms part of the Corporate Governance Report.

Management Discussion and Analysis Report for the year under review, as required pursuant to the provisions of Schedule V of the SEBI LODRRegulations; forms part of this Annual Report.

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the Annual Report of top 1000 listed entities based on market capitalization (calculated as on 31st day of March of each financial year) shall contain Business Responsibility and Sustainability Report describing initiatives taken by the Company on the nine principles of the National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business framed by the Ministry of Corporate Affairs. The Business Responsibility and Sustainability Reporting is attached hereto as Annexure IV.

5. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2024:

The Auditor's Report for the financial year ended 31st March 2025 does not contain any qualification, reservation or adverse remark and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

During the year under review, there were no instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the

Statutory Auditors of the Company during the course of the audit conducted.

c. SECRETARIAL AUDIT REPORT AND ANNUAL SECRETARIAL COMPLIANCE REPORT FOR THE YEAR ENDED 31ST MARCH 2025:

Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s.S N Ananthasubramaniam & Co, Company Secretaries had been appointed to undertake the Secretarial Audit and issue Secretarial Audit Report and Annual Secretarial Compliance Report for the financial year 2024-25.The Secretarial Audit Report issued by M/s.S N Ananthasubramaniam & Co, Company Secretaries in Form MR-3and the Annual Secretarial Compliance Report for the financial year 2024-25pursuant to Regulation 24A of the SEBI Listing Regulations, forms part of this Report. The said reportsdo not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Pursuant to provisions of Section 139, 140 and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, M/s. Kanu Doshi Associates LLP, Chartered Accountants, Mumbai were appointed as Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting (AGM) of the Members held August 10, 2022. The statutory auditors of the Company shall hold office from the conclusion of the 60th AGM of the Company till the conclusion of the 65th AGM. The audit report for FY 2024-25 is unmodified, i.e., it does not contain any qualification, reservation, or adverse remark.

Due to the scheme of demerger the manufacturing undertaking of theCompany has been transferred to Indef Manufacturing Limited, further cost audit under section 148 of Companies Act, 2013 is not applicable to the Company.

Deloitte Touche Tohmatsu India LLP, Chartered Accountants,Internal Auditors of the Company have carried out internalaudit of the Company for the financial year 2024-25, as per scope of work finalized with the Audit Committee. The findings of the Internal Auditors arediscussed on an on-going basis in the meetings of the AuditCommittee and corrective actions are taken as per thedirections of the Audit Committee. The Audit Committee has accepted all the recommendations of the Internal Auditors.

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

6. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with the Companies (Accounts) Rules, 2014 are furnished as under:

As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII, Companies (Management and Administration) Amendment Rules, 2020, Annual Return in Form MGT-7 for FY 2024-25 is uploaded on the website of the Company and can be accessed at: https://herculeshoists.in/investor/

As after the demerger, the Company is a Unregistered Core Investment Company investingin Subsidiaries and Associate(s), the particulars regardingconservation of energy and technology absorption as requiredto be disclosed pursuant to provision of Section 134(3)(m) of theAct read with Rule 8(3) of the Companies (Accounts) Rules, 2014are not relevant to its activities.

There were no foreign exchange earnings as well as outgo during the financialyear under review as well as during the previous financial year.

The Company adheres to good corporate governance practices as per Schedule V of SEBI Listing Regulations. The Report on Corporate Governance and requisite certificate from the Practicing Company Secretary, confirming compliance of the conditions of Corporate Governance is included in the Annual Report.

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company LawTribunal or other Courts.

Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks orFinancial Institutions, along with reasons thereof is Not Applicable.

7. GENERAL:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no occurrences or transactions on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

d. Issue of shares under Employee Stock Option Scheme of the Company and Employee Stock Purchase Scheme.

e. There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

f. The Company has no holding Company.

g. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, the Company has in place a Policy on Prevention of Sexual Harassment (PoSH) of women at workplace.Further, the Company has also formed an Internal Complaints Committee to redress the complaints regarding sexual harassment. Your Directors further state that during the year under review, no complaints were received in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

8. ACKNOWLEDGEMENT:

Your Board wishes to thank all the shareholders for the confidence and trust they have reposed in the Company. Your Board similarly expresses gratitude for the co-operation extended by the banks, financial institutions, government authorities and other stakeholders.Your Board acknowledges with appreciation, the invaluable support provided by the Company's auditors, business partners and investors.

Your Board records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.