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You can view full text of the latest Director's Report for the company.

BSE: 505720ISIN: INE688E01024INDUSTRY: Engineering - General

BSE   ` 208.90   Open: 178.00   Today's Range 178.00
208.90
+34.80 (+ 16.66 %) Prev Close: 174.10 52 Week Range 126.00
710.00
Year End :2025-03 

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:

a. FINANCIAL 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

Particulars

Standalone

As on March
31, 2025

As on March
31, 2024

Revenue from Operations

-

-

Other Income

614.76

910.54

Total Income

614.76

910.54

Profit before Finance Cost & Depreciation

566.68

910.54

Less- Finance Cost

-

-

Less-Depreciation

0.03

0.03

Profit before taxes and exceptional items

566.65

910.51

Profit before taxes after exceptional items*

566.65

910.51

Provision for taxation for the year (including
deferred tax and earlier year's income-tax

adjustment)

8.42

27.68

Profit after Taxes

558.22

882.83

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.

b. FINANCIAL PERFORMANCE:

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.

c. DIVIDEND:

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
at
https://herculeshoists.in/wp-content/uploads/2024/06/Policy-Manual-
updated-till-June-24.pdf

d. TRANSFER OF UNPAID/UNCLAIMED DIVIDEND ANDEQUITY SHARES TO
IEPF:

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.

e. CONSOLIDATED FINANCIAL STATEMENTS:

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.

f. REVISION OF FINANCIAL STATEMENTS:

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

g. TRANSFER TO RESERVES:

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

h. CHANGES IN THE NATURE OF BUSINESS

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.

i. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

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.

j. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

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.

k. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED
PARTIES:

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

l. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

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.

m. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

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

n. SCHEME OF DEMERGER:

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.

b. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

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:

a. BOARD MEETINGS:

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.

c. AUDIT COMMITTEE:

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.

d. NOMINATION AND REMUNERATION COMMITTEE:

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/

e. STAKEHOLDERS RELATIONSHIP COMMITTEE:

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.

f. RISK MANAGEMENT COMMITTEE:

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.

g. RISK MANAGEMENT POLICY:

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.

h. VIGIL MECHANISM POLICY:

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/

i. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

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.

j. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

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 website
https://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.

k. DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION
OF INDEPENDENT DIRECTORS:

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

l. INTERNAL CONTROL SYSTEMS:

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.

m. PARTICULARS OF EMPLOYEES:

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.mand 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

n. CODE OF CONDUCT:

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.

o. MANAGEMENT DISCUSSION AND ANALYSIS 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.

p. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING (BRSR):

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.

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 31
st 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.

b. FRAUD REPORTING:

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 31
st 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.

d. STATUTORY AUDITORS:

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.

e. COST AUDITORS:

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.

f. INTERNAL AUDIT AND CONTROL:

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.

g. SECRETARIAL STANDARDS:

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:

a. ANNUAL RETURN:

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/

b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:

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.

c. CORPORATE GOVERNANCE:

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.

d. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

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.

e. VALUATION:

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.

For and on behalf of the Board of

Directors
of Hercules Hoists Limited

Place: Mumbai Shekhar Bajaj

Date: 27/05/2025 Chairman

CIN: L45400MH1962PLC012385 (DIN No. 00089358)

Regd office: Bajaj Bhawan, 2nd Floor, 226,

Jamnalal Bajaj Marg, Nariman Point, Mumbai 400 021

Tel No.: 02245417301
Website: https://herculeshoists.in
e-mail Id: cs@herculeshoists.in