To,

The Members,

Your directors have pleasure in presenting herewith their 2nd directors' report on the business and operation of the Company together with the audited statements of accounts of the Company for the financial period ended on 31s' March, 2024.

1. Financial Results

2. Operations

The Company was incorporated on September 12, 2022 under the Companies Act, 2013. During the FY 2023-24, the Company has not carried any business activities. For the financial period 2023-24, the Company has earned loss after tax of Rs. 4,37,240/-. The Company is taking effective steps to improve its performance in the upcoming years.

3. Dividend

The directors do not recommend any dividend for the period ended 31st March 2024.

4. Scheme of Demerger

The scheme of arrangement between Hercules Hoists Limited ('HHL') and Indef Manufacturing Limited ('IML') under section 230-234 and other applicable provisions of the Companies Act, 2013 was approved by the Board of Directors of the both the Companies on September 23, 2022. The scheme envisages transfer of manufacturing business of HHL to its wholly owned subsidiary (WOS), namely IML, by way of a demerger in order to segregate the manufacturing business from investment business of HHL. HHL will continue to carry on the investment business post this scheme. Pursuant to the demerger, shares in the ratio of 1:1 will be issued to shareholders of HHL and shares held by HHL in IML will get cancelled thereby replicating mirror shareholding pattern of HHL in IML.

HIHL has formally presented a scheme of arrangement for demerger between Hercules Hoists Limited and Indef Manufacturing Limited to the National Company Law Tribunal (NCLT), Mumbai bench. This follows the receipt of an "Observation Letter" from both the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE). The NCLT, Mumbai bench, issued a court order on December 19, 2023, which mandated HHL to convene a shareholders meeting. On January 30, 2024, HHL successfully conducted the shareholders meeting where the proposed scheme of demerger was presented for approval. Subsequent to the shareholders' approval, HHL has submitted the necessary applications for further approval from the NCLT, Mumbai. Now, it is at hearing stage.

5. Material changes affecting the financial position of the company:

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial period of the Company to which the financial statements relate and the date of the report.

6. Disclosure of orders passed by regulators or courts or tribunal:

During the period under review, no significant and material orders have been passed by any regulator or court or tribunal, which can have any impact on the going concern status and the Company's operations in future.

7. Directors:

The Board of Director(s) of the Company is duly constituted in terms of the provisions of the Companies Act, 2013. As on 31st March 2024, the Board of Directors comprises of following directors, namely:

1. Mr. Shekhar Bajaj (DIN-00089358)

2. Mr. HA Nevada (DIN-00066955)

3. Shri Nirav Nayan Bajaj (DIN-08472468)

The Board of Directors and Shareholders have re-appointed Shri H A Nevatia as whole-time director of the Company with effect from November 11, 2023 for a period of two years.

The provisions of Section 149 pertaining to the appointment of independent directors do not apply to the Company.

8. Internal Financial Controls with reference to the Financial Statements:

There were adequate internal control procedures commensurate with the size of the Company and nature of its business. During the FY 2023-24, no major weaknesses have been noticed in the internal control procedure.

9. Particulars of Loans, Guarantees or Investments under section 186:

The particulars of loans, guarantees or investments, if any, made by the Company under Section 1H< of the Companies Act, 2013 (the "Act") during the period under review are disclosed in the Financia Statements.

10. Holding Company:

Hercules Hoists Limited is the parent company of your Company within the meaning of Companie: Act, 2013, by holding 100000 equity shares through self plus its nominees consisting of 100 % of the total paid-up capital.

11. Board Evaluation

The provisions of Section 134(3) of the Companies Act, 2013, read with Rule 8(4) of the Companies (Accounts) Rules, 2014 relating to the formal evaluation of the Board were not applicable to the Company. Hence, disclosure under this clause is not applicable to the Company.

12. Directors' Responsibility Statement:

To the best of knowledge and belief and according to the information and explanations obtained by them, the directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:

a. that in the preparation of the annual accounts for the period ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. that the directors had 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 period and loss of the Company for that period;

c. that the directors had 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;

d. that the directors had prepared the annual accounts on a going concern basis; and

e. that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. Meetings of Board of Directors:

The Board of Directors met five times during the financial period ended March 31, 2024 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The dates of Board meetings are May 26, 2023, August 11, 2023, November 04, 2023, January 08, 2024 and February 9, 2024.

The intervening gaps between the meetings were within the period prescribed under the Companies Act, 2013. All the directors have attended all the meetings. The directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

14. Changes in Share Capital:

As on 31st March 2024, the issued, subscribed and paid-up share capital is Rs. 1 lakh. The shareholder approved the sub-division of face value of the share from Rs. 10 to Rs.l per share on March 10, 2023.

Further, the Authorised Share Capital of the Company was increased from Rs. 1,00,000/- (Rupees One Lakh only) divided into 1,00,000 (One Lakh) equity shares of Re. 01/- (Rupee One only) each to Rs. 4,00,00,000/- (Rupees Four Crore only) divided into 4,00,00,000 (Four Crore) equity shares of Re. 01/- (Rupee One only) each.

15. Particulars of Contracts or Arrangements with Related Parties:

There are no contracts/arrangements/transactions entered by the Company during the financial period 2023-24 with related parties. The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

16. Web link of Annual Return:

As required under Section 134(3)(a) of the Companies Act, 2013 and as per Companies (Management and Administration) Amendment Rules 2022, annual return for 2023-24 in the prescribed Form MGT 7 is put up on the Company's website www.indef.com

A) Statutory Auditor:

M/s. Kanu Doshi Associates LLP, Chartered Accountants (Firm Registration No. 104746W/W100096) were appointed as the first statutory auditors of the Company for the financial period beginning from the date of incorporation i.e., September 12, 2022 up to the 31st March, 2023.

Further, Board of Directors and Shareholders re-appointed M/s. Kanu Doshi Associates LLP for further term of Five years from the conclusion of 1st Annual General Meeting till the conclusion of 6th Annual General Meeting to be held in the calendar period 2028. i.e., for the financial period 2023-24 to 2027- 28.

Notes on financial statement referred to in the auditor's report are self-explanatory and do not call for any further comments. There were no qualifications, reservations or adverse remarks made by the auditors in their report.

B) Cost Auditor

As per the cost audit rules and/or orders, cost audit and appointment of cost auditor were not applicable to the Company for the financial period ended March 31, 2024.

C) Secretarial Auditor:

The provisions of Section 204 of the Companies Act, 2013 relating to secretarial audit and appointment of secretarial auditor were not applicable to the Company during the financial period ended March 31, 2024. The Company complies with applicable secretarial standards issued by the institute of company secretaries of India.

D) Internal Auditor

The provisions of Section 138 of the Companies Act, 2013 relating to internal audit was not applicable to the Company during the financial period ended March 31, 2024.

18. Corporate Social Responsibility Initiatives:

As the Company is not having net worth of Rupees Five Hundred Crores or more, or turnover of Rupees One Thousand Crores or more or a net profit of Rupees Five Crores or more during any financial period, the Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of the CSR committee and undertaking of social expenditure as required under the said section.

19. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

During the period 2023-24, the Company has not carried any business activities. Hence, it is not possible to comment on conservation of energy, technology absorption and foreign exchange earnings and outgo.

20. Risk Management

The Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner.

21. Committees of the Board:

The provisions of Section 177 (Audit Committee), Section 178 (Nomination and Remuneration Committee), Section 135 (CSR Committee) and Section 178(5) (Stakeholders Relationship Committee) of the Companies Act, 2013 and the rules made there under were not applicable to the Company and hence the Company has not formulated any of the aforesaid committees during the financial period under review.

22. Vigil Mechanism:

The provisions of Section 177(9) & (10) of the Companies Act, 2013 relating to the establishment of a vigil mechanism were not applicable to the Company for the period 2023-24. Hence, the Company has not established any such mechanism.

23. Particulars of Employees

During the period under review, there were no employees attracting the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

24. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) I Act, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. The directors further state that during the period under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Company's directors take this opportunity to thank the banks, government authorities, regulatory authorities, stock exchanges, employees and all stakeholders for their continued co-operation and support to the Company.