Directors Report of Hercules Investments Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting 63^rdAnnual Report on the operations
of the Company together with the Audited Financial Statements for the financial
year ended31^st 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 31^st March, 2025
as compared to the previous financial year, is summarized below

Particulars	Standalone
Particulars		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
athttps://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 31^stMarch, 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:

â¢ Mr. Hariprasad Anandkishore Nevatia - Whole-time Director;

â¢ Mr. Siddhesh Vilas Gokhale -Chief Financial Officer; and

â¢ Smt. Meeta Khalsa- Company Secretary& Compliance Officer
(upto 31^st 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 on10^thFebruary, 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
31^st 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 31^st 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 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.

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:

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 [email protected] and to CFO at
[email protected]

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 31^st 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 31^st 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 60^th AGM of the
Company till the conclusion of the 65^th 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, 2^nd Floor, 226,

Jamnalal Bajaj Marg, Nariman Point, Mumbai 400 021

Tel No.: 02245417301
Website: https://herculeshoists.in
e-mail Id: [email protected]

Mar 31, 2024

We present our 62nd Annual Report together with the Audited Financial Accounts for the year ended March 31, 2024:

1. Financial Results (Rs. In Lakhs)

	Standalone		Consolidated
Particulars	As on March 31,2024	As on March 31, 2023	As on March 31,2024	As on March 31, 2023
Revenue from Operations	17,952.51	15,077.08	17,952.51	15,077.08
Other Income	2,240.56	1,768.58	2,240.38	1,768.58
Total Income	20,193.07	16,845.66	20,192.89	16,845.66
Profit before Finance Cost & Depreciation	5,157.44	3,439.92	5,151.28	3,438.97
Less- Finance Cost	55.36	54.91	55.36	54.91
Less-Depreciation	432.90	395.65	432.90	395.65
Profit before taxes and exceptional items	4,669.18	2,989.36	4,663.02	2,988.41
Profit before taxes after exceptional items*	4,669.18	11,612.06*	4,663.02	11,611.12*
Provision for taxation for the year (including deferred tax and earlier yearâs income-tax adjustment)	1,067.27	1,281.35	1065.48	1,281.35
Profit after Taxes	3,601.91	10,330.71	3,597.54	10,329.76

* Includes profit of Rs. 8696.16 Lakhs on sale of mulund land and loss of Rs. 73.46 Lakhs on sale of windmill considered as exceptional item

2. Dividend

During the year, the Company announced a final dividend of Rs. 4.00 per share of value Re. 1.00 each, subject to shareholders approval in the ensuing AGM for the year ended March 31, 2024, against the total dividend including interim dividend of Rs. 3.00 paid per equity share of value Re. 1 each in the previous year.

The Companyâs dividend policy is based on the need to balance the twin objectives of appropriately rewarding the shareholders with dividend and conserving the resources to meet the Companyâs growth. The details of Dividend Distribution Policy are put up on the website of the Company at the link: www.indef.com.

3. Operations

The revenue from operations of Rs. 17,952.51 lakhs is up by 19.07% as compared to the previous yearâs revenue from operations of Rs. 15,077.08 Lakhs. The profit after tax of Rs. 3,601.91 lakhs, is decreased by 65.13%, as compared to previous yearâs net profit of Rs. 10,370.71 lakhs.

As a dynamic solutions provider, the Company has transcended traditional roles to present a comprehensive 360-degree offering that caters to the evolving needs of industries establishing itself as the ultimate partner for worry free lifting. With a team of dedicated professionals propelling our journey, we proudly lead the market in hoisting solutions across India. Our offerings adhering to ISO 9001:2015 standards and holding ISI and CE certifications symbolize the unwavering commitment to safety and reliability.

The Company places a significant emphasis on the quality and usage of latest technology. The Company has invested in various high-end manufacturing equipmentâs that ensure consistent high-quality products, services and delivery commitments while ensuring customer centricity.

The demand and industrial sales growth post Covid-19 recovery is stabilizing to a more long term value of 7% to 10%. The metal prices were stable, leading to better margin but logistics disruption and geo-political issues continue as business risk. The stability of government policies has helped infrastructure growth, and capex investment, leading to increase demand for MHE products.

4. Scheme of Demerger

The scheme of arrangement between Hercules Hoists Limited (âHHLâ) and Indef Manufacturing Limited (âIMLâ) under section 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 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 the 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.

The company 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 âObservation Letterâ 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 the company to convene a shareholders meeting. On January 30, 2024, the company successfully conducted the shareholders meeting where the proposed scheme of demerger was presented for approval. Subsequent to the shareholders'' approval, the company has submitted the necessary applications for further approval from the NCLT, Mumbai. Now, it is at hearing

stage.

5. Directors and Key Managerial Personnel [KMP]-Changes

As per section 152 (6) of the Companies Act, 2013, Shri Nirav Nayan Bajaj (DIN: 08472468) is liable to retire by rotation at the ensuing AGM and being eligible, offer himself for re-appointment.

The Board of Directors at its meeting held on July 11, 2023, based on the recommendation of Nomination and Remuneration Committee, had appointed Smt Neelima Bajaj Swamy as an Additional Director (Non-Executive) and Shri K J Mallya as an Additional Director (Non-Executive Independent) of the Company for term of 5 years. The members of the Company at its 61st Annual General Meeting held on August 11, 2023 approved the same.

Upon completion of the second consecutive term, office of Mr. Gaurav Vinod Nevatia (DIN: 01005866), as a Independent Director has ceased on March 31, 2024.

The existing tenure of Mr. Hariprasad Anandkishore Nevatia (DIN: 00066955), Whole-time director is up to 21st November, 2024. Considering the provisions of Section 196(2) of the Companies Act, 2013 of the Act, the Nomination and Remuneration Committee at its meeting held on 27th May, 2024 recommended to the Board, the re-appointment of Mr. Hariprasad Anandkishore Nevatia as Whole-time director for a period of 2 years effective from 22nd November, 2024. The Board at its meeting held on the same day, based on the recommendation of the Nomination and Remuneration Committee, considered and approved, the re-appointment of Mr. Hariprasad Anandkishore Nevatia as Whole-time director, subject to approval of the shareholders.

The above proposals forms part of the Notice of the 62nd AGM and the relevant resolutions are recommended for the members'' approval therein.

Further, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on March 26, 2024, appointed Mr. Vikram Taranath Hosangady (DIN: 09757469) as Non-Executive Independent Director w.e.f. 01st April, 2024. The members of the Company via postal ballot (resolution passed on May 07, 2024) also approved the same.

Further, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on May 27, 2024, appointed Smt. Girija Balakrishnan (DIN 06841071) as NonExecutive Independent Director w.e.f. 27th May, 2024, subject to approval of the shareholders.

Shri Vijay Singh, the Chief Financial Officer (CFO) and Key Managerial Personnel (KMP), and Shri Kiran Mukadam, the Company Secretary and KMP, have resigned. Shri Vijay Singh''s resignation is effective December 29, 2023, while Shri Kiran Mukadam''s resignation is effective March 4, 2024. To fill these positions, on recommendation of Nomination and Remuneration Committee, the company has appointed Shri Girish Jethmalani as the Chief Financial Officer (CFO) and KMP, effective December 30, 2023 and Shri Vivek Maru has been appointed as the Company Secretary, Compliance Officer, and KMP, effective March 5, 2024.

6. Independent Directors

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013. In the opinion of the Board, the independent directors, fulfil the conditions of independence specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations. The independent directors have also 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. 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 familiarization programme for the independent directors are explained in the Corporate Governance Report.

7. Auditors

A) Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the auditors of the Company, 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 2023-24 is unmodified, i.e., it does not contain any qualification, reservation, or adverse remark.

B) Cost Auditor:

Pursuant to Section 148 of the Companies Act, 2013 and rules made thereunder, the Board of Directors had on the recommendation of the audit committee, appointed M/s. Aatish Dhatrak & Associates, as a cost auditor, to audit the cost accounts of the Company for the financial year 2024-25 at a remuneration of Rs. 60,000/-plus applicable tax, reimbursement of out-of-pocket expenses, subject to ratification by the shareholders at ensuing AGM. Accordingly, a resolution seeking Membersâ ratification for the remuneration payable to Cost Auditors is given in the notice. The Company is in compliance with maintenance of cost records as specified by the Central Government under section 148 (1) of the Companies Act, 2013, and Rule 8(5)(ix) of Companies (Accounts) Rules]. There is no audit qualification for the cost audit report for the year ended March 31,2023, under review.

C) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rule made thereunder, the Company has appointed M/s. S N Ananthasubramaniam & Co, as company secretaries, to undertake the secretarial audit of the Company. The secretarial audit report is annexed herewith as âAnnexure Bâ. There is no secretarial audit qualification for the year ended March 31,2024, under review. The Company is following the applicable secretarial standards.

8. Significant and Material orders passed by the Regulators or Court

During the year in review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

9. Internal Control and financial reporting

The Companyâs internal control system is commensurate with its size, scale, and complexities of its operations. The internal and operational audit is entrusted to M/s. Deloitte Touche Tohmatsu India LLP. 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.

10. Material Changes & Commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this report.

11. Presentation of Financial Results

The financial results of the Company for the year ended March 31, 2024 have been disclosed as per Schedule III of the Companies Act, 2013.

The financial statements up to year ended March 31, 2024 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 annexed 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.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; as amended; the Consolidated Financial Statements forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014

12. Risk Management

The Risk Management Committee is set up in conformity pursuant to Regulation 21 of the SEBI LODR Regulations in May 2024. Risk management is embedded in your Company''s operating framework. The risk management framework is reviewed by the Board and the audit committee. Information on the development and implementation of a risk management framework for the Company is given under management discussion and analysis. The Board has adopted a Risk Management Policy for all its business divisions and corporate functions.

13. Corporate Social Responsibility (CSR)

Detailed information on CSR Policy developed and implemented by the Company and the CSR initiatives taken during the year pursuant to section 134 & 135 of the Companies Act, 2013 is given in the âAnnexure Aâ.

14. Directorsâ Responsibility Statement

As required under section 134(3)(c) of the Companies Act, 2013, directors, to the best of their knowledge and belief, state that -

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) 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 year and of the profit of the company for that period;

c) 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) the directors had prepared the annual accounts on an on- going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) 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.

15. Vigil Mechanism

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: www.indef.com

16. Directorsâ Remuneration Policy and Criteria for matters under section 178

Information regarding Directors'' Remuneration Policy & criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 are provided in the annexed Corporate Governance Report.

17. Corporate Governance

Detailed reports on matters relating to Corporate Governance and Management Discussion and Analysis Report under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, are annexed as part of this Annual report together with the report of practicing company secretary on its compliance thereon.

18. Business Responsibility and Sustainability Report

As per SEBI''s circular no. SEBI/HO/CFD/CMD-2/P/CIR/2021/562M dated 10 May 2021, the top 1,000 listed companies in India are mandated to submit a Business Responsibility and Sustainability Report (BRSR) as part of their annual reports to the stock exchanges. However, as of March 31, 2024, Hercules Hoists Limited is covered under

the top 1,000 companies based on market capitalization, and therefore, a BRSR is included in our Annual Report. Nonetheless, as a responsible corporate citizen, we remain committed to ensuring that our business operations

adhere to the highest standards of ethical and sustainable practices.

19. Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. The details of remuneration of directors, key managerial personnel and details of employee who was in receipt of remuneration more than Rs. 102 lakh per annum in the current financial year are given in note No. 44 to the Financial Statements and corporate governance report.

In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employeesâ particulars which is available 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.

20. Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments, if any covered under the provisions of Section 186 of the Companies Act, 2013 are given in note No. 7, 12 and 16 to the financial statements.

21. Number of Meetings of the Board and Audit Committee

During the year, Six Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report.

22. Formal Annual Evaluation of the performance of Board, its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the board has carried out an annual performance evaluation of its own performance, board as a whole and committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

23. Related Party Transactions

All transactions entered with related parties for the year under review were on armâs 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 significant related party transactions made by the Company with promoters, directors and key managerial personnel 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 Companyâs website www.indef.com/

investor

24. Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

The Company has in place an anti-sexual harassment policy and internal complaints committee (ICC) to redress complaints received regarding sexual harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees are covered under this policy. There were no complaints received during the year. As part of the compliance under this policy, the workforce at the company was also trained towards appropriate behavior at workplace.

25. Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgo

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo etc. to the extent applicable stipulated under section 134 (3) (m) of the Companies Act, 2013 read with Rule no. 8 of the Companies (Accounts) Rules, 2014 is set out in âAnnexure Aâ annexed hereto.

26.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/investor

27.Industrial Relations

The relationship with the employees continued to remain cordial during the year.

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.

On behalf of the Board of Directors Shekhar Bajaj

Dated : 27/05/2024 Chairman

Place : Mumbai (DIN No. 00089358)

Mar 31, 2018

Dear Members,

The present our 56^th Annual Report together with the Audited Financial Accounts for the year ended March 31, 2018:

1. Financial Results

(Rs. In Lakhs)

Financial Results	As on March 31, 2018	As on March 31, 2017
Revenue from Operations and other Incomes	8,702.70	9,330.57
Profit before Finance Cost & Depreciation	1,365.57	1,276.54
Less- Finance Cost	3.80	22.51
Less-Depreciation	292.23	259.05
Profit Before Taxes	1,069.55	994.98
Provision for Taxation for the year (including deferred tax and earlier yearâs income-tax adjustment )	91.15	199.37
Profit After Taxes	978.40	795.61

2. Dividend

The Directors recommend for consideration of the shareholders at the Annual General Meeting payment of dividend of Rs. 1.25 per Equity Share of Re.1.00 for the year ended March 31, 2018 as against Rs.1.00 per Equity Shares of Re.1.00 in the previous year.

3. Operations

The revenue from operations of Rs. 7,707.73 Lakhs is 5.18% lower than last yearâs revenue from operations of Rs. 8,128.75 Lakhs. The net profit of Rs. 978.40 Lakhs is 22.97% more, as compared to last yearâs net profit of Rs. 795.61 lakhs

Investment in capital goods and heavy industries is still to pick up. The Company is hopeful that with various steps taken by the government, the situation should improve during the course of the year. The implementation of Theory of Constraints (ToC) based demand and supply management system model adopted by the Company last year is progressing satisfactorily and it is slowly showing result in customer and supplier management as also debtor and inventory areas. The Companies is actively pursuing to add new / enhanced product lines in Companies portfolio. This should help the Company in offering winder range of the product.

The Companyâs 4 Windmills produced 54.04 Lakhs units of energy in the current year, as against 58.75 Lakhs units of energy produced in the previous year.

4. Directors and Key Managerial Personnel-Changes

As per section 152 (6) of the Companies Act, 2013, Shri Naresh Chandra and Shri K F Jhunjhunwala are liable to retire by rotation at the ensuring Annual General Meeting and being eligible, offer themselves for re-appointment . As per regulation no. 17 (1A) of the SEBI (LODR) Amendment Regulations 2018, approval of the shareholders vide special resolution is required in case a Director seeking appointment, if he has attained the age of 75. Accordingly, resolutions seeking Membersâ approval vide special resolution for approval of appointments are given in the notice with explanatory statement.

The members at the Annual General Meeting dated August 9, 2017 had approved re-appointment of Shri H A Nevatia as a Director in Whole-time employment of the Company with effect from November 22, 2017 for a period of three years.

5. Declaration by Independent Directors

The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6).

6. Auditors

A) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the auditors of the Company, M/s. Kanu Doshi Associates LLP, Chartered Accountants, Mumbai were appointed in the previous Annual General Meeting of the Company by the shareholders for five years terms at the 55th Annual General Meeting to hold office until the conclusion ofthe 60th Annual General Meeting.

As per Companies (Audit and Auditors) Amendment Rules, 2014 dated 07/05/2018, the provision regarding ratification of auditor at every Annual General Meeting is omitted. Further, the appointment of statutory auditor is not being ratified at the Annual General Meeting of the Company, as it is no longer required. Accordingly, M/s Kanu Doshi Associates, LLP Auditor of the Company will hold office till the conclusion of the 60th Annual General Meeting of the Company

B) Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 and rules made thereunder, the Board of Directors had, on the recommendation of the Audit Committee, appointed M/s R Nanabhoy & Co. Cost Accountants, to audit the cost accounts of the Company for the financial year 2018-19 at a remuneration of Rs. 45,000/-plus service tax, reimbursement of out-of pocket expenses, subject to ratification by the shareholders at ensuing Annual General Meeting. Accordingly, a resolution seeking Membersâ ratification for the remuneration payable to Cost Auditors is given in the notice.

C) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rule made thereunder, the Company has appointed M/s S N Ananthasubramaniam & Co, Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as âAnnexure Câ.

7. Significant and Material orders passed by the Regulators or Court

During the year in review, there were no significant and material orders passed by the Regulators or Courts or tribunals, which may impact the going concern status of the Company and its operations in future.

8. Internal Control over system and financial reporting

The Company has adequate internal control systems to monitor its operations and also the Company has policies and procedure in place for reliable financial reporting.

9. Material Changes & Commitments

There have been no material changes and commitments, affecting the financial position of the company, which have occurred between the end of the financial year of the company and the date of this report.

10. Presentation of Financial Results

The financial results of the Company for the year ended March 31, 2018 have been disclosed as per Schedule III of the Companies Act, 2013.

The financial statements up to year ended March 31, 2017 were prepared in accordance with the accounting standards notified under Companies (Accounting Standard) Rules 2006 as amended and other relevant provisions ofthe act.

These financial statements are the first financial statements of the Company under IND AS. Detailed information on the impact the transition from previous GAAP to IND AS is provided in the annexed to financial statement.

11. Risk Management Policy

Information on the development and implementation of a risk management policy for the company including identification therein of elements of risk which in the opinion of the board may threaten the existence of the Company is given in the annexed Management Discussion and Analysis.

12. Corporate Social Responsibility (CSR)

Detailed information on CSR Policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to section 134 & 135 of the Companies Act 2013 is given in the âAnnexure Aâ.

13. Directorsâ Responsibility Statement

As required under section 134(3)(c) of the Companies Act, 2013 Directors, to the best of their knowledge and belief, state that-

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 year and of the profit and loss of the company for that period;

c) 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) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) 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.

14. Vigil Mechanism

The details of the Vigil Mechanism Policy covered under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are explained in the Corporate Governance Report and also posted on the website of the Company.

15. Directorsâ Remuneration Policy and Criteria for matters under section 178

Information regarding Directorsâ Remuneration Policy & criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 are provided in the annexed Corporate Governance Report.

16. Corporate Governance

Detailed reports on matters relating to Corporate Governance and Management Discussion and Analysis Report under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, are annexed as part of this Annual report together with the report of Practicing Company Secretary on its compliance thereon.

17. Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employeesâ particulars which is available 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.

18. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Companies Act, 2013 are given in note No. 8 and 17 to the Financial Statements.

19. Number of Meetings of the Board and Audit Committee

During the year, four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report.

20. Formal Annual Evaluation of the performance of Board, its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, Board as a whole and committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

21. Related Party Transactions

All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company. The policy on Related Party Transactions as approved by the Board is placed on the Companyâs website.

22. Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

The Company has in place an Anti-Sexual Harassment Policy and Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees are covered under this policy. There were no Complaints received during the year.

23. Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgo

The information on conservation of energy, technology absorption, foreign exchange earning and outgo etc. to the extent applicable stipulated under section 134 (3) (m) of the Companies Act, 2013 read with Rule no. 8 of the Companies (Accounts) Rules, 2014 is set out in âAnnexure Aâ annexed hereto.

24. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as âAnnexure Bâ

25. Industrial Relations

The relationship with the employees continued to remain cordial during the year.

Your 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.

On behalf of the Board of Directors

Dated : 22/05/2018 Shekhar Bajaj

Place : Mumbai Chairman

(DIN No. 00089358)

Mar 31, 2017

Dear Members,

We present our 55^th Annual Report together with the Audited Financial Accounts for the year ended March 31, 2017:

1. Financial Results

(Rs. In Lakhs)

Financial Results	As on March 31, 2017	As on March 31, 2016
Revenue from Operations and Other Incomes	82,65.17	103,30.02
Profit before Finance Cost & Depreciation	9,81.58	19,13.84
Less- Finance Cost	22.51	24.58
Less-Depreciation	2,59.05	2,20.17
Profit before taxes	7,00.02	16,69.09
Provision for taxation for the year (including deferred tax, earlier year''s income-tax adjustment, and MAT credit )	1,00.15	3,40.17
Profit after Taxes	5,99.87	13,28.92
Add: Balance brought forward from previous year	13,52.76	11,01.55
Profit available for appropriation	19,52.63	24,30.47

2. Dividend

The Directors recommend for consideration of the shareholders at the Annual General Meeting payment of dividend of Re. 1.00 per Equity Share of Re.1.00 each for the year ended March 31, 2017 as against Rs.1.50 per Equity Shares of Re.1.00 in the previous year.

3. Operations

The revenue from operations of Rs. 74,16.45 Lakhs is 18.62% lower than last year''s revenue from operations of Rs.91,13.55 Lakhs. The net profit of Rs. 5,99.87 Lakhs is 54.86% lower, as compared to last year''s net profit of Rs.13,28.92 Lakhs.

With the Company''s products / solutions being used as capital equipment, sectors which are the drivers of capital equipment industry have still not picked up to levels where capacity utilization of industry requires higher investment either for expansion or new projects. Sectors like automotive, metals, engineering, power and other manufacturing sectors where the Company''s products / solutions are required are not seeing any noticeable growth yet.

The Company has invested in a highly efficient ERP system. To further the streamlining of operations and create a decisive competitive edge, the Company has commenced the implementation of a Theory of Constraints (ToC) based on demand and supply management system. This will enable the Company to significantly improve its sales distribution processes whereby it will be able to attend to customer requirements substantially faster. The Company expects to streamline its working capital with the full implementation of ToC based system.

The Company is shifting its commercial office to a new office situated at Belapur, Navi Mumbai for improving operational efficiency.

The Company has disposed inventory amounting to Rs. 2,06.95 Lakhs net of realizable value during the year, which had become obsolete due to design changes for improving performance and range of Company''s products. The Company has made provision of Rs. 2,86.92 Lakhs for old and unrecoverable dues from customers during the year.

The Company''s 4 Windmills produced 58.75 Lakhs units of energy in the current year, as against 46.21 Lakhs units of energy produced in the previous year.

4. Directors and Key Managerial Personnel-Changes

Shri K C Uebel and Shri Shekhar Bajaj retire by rotation at the ensuring Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors have re-appointed Shri H A Nevatia as a Director in Whole-time employment of the Company with effect from November 22, 2017 for a period of three years. The Special Resolution for approval of his appointment as a âWhole-time Directorâ is given in the notice. The detailed profiles of above mentioned Directors are given under the head âCorporate Governanceâ.

The members at the Annual General Meeting held on August 12, 2016, had approved the appointment of Shri Vandan Shah, as an Independent Director for a term of five years, effective from February 6, 2016.

5. Declaration by Independent Directors

6. Auditors

A) Statutory Auditor

Pursuant to the provisions of section 139 of the Companies Act, 2013, the 3 years terms of present auditor M/s M L Bhuwania & Co, Chartered Accountants, expires on 55^th Annual General Meeting. The Board of Directors places on record its appreciation to the services rendered by them, as the Statutory Auditor of the Company.

Further, on recommendation of audit committee, the Board considered a proposal to appoint from M/s. Kanu Doshi Associates LLP, Chartered Accountants, Mumbai for five years term with effect from 55^th Annual General Meeting to 60th Annual General Meeting of the Company. Also, the Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limit under the Act. The Board recommends their appointment.

B) Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 and rules made there under, the Board of Directors had, on the recommendation of the Audit Committee, appointed M/s R Nanabhoy & Co. Cost Accountants, to audit the cost accounts of the Company for the financial year 2017-18 at a remuneration of Rs. 0.42 Lakhs -plus service tax, reimbursement of out-of pocket expenses, subject to ratification by the shareholders at ensuing Annual General Meeting. Accordingly, a Resolution seeking Members'' ratification for the remuneration payable to Cost Auditors is given in the notice.

C) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rule made there under, the Company has appointed M/s S N Ananthasubramaniam & Co, Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as âAnnexure Câ.

7. Significant and Material orders passed by the Regulators or Court

8. Internal Control over system and financial reporting

The Company has adequate internal control systems to monitor its operations and also the Company has policies and procedure in place for reliable financial reporting.

9. Material Changes & Commitments

10. Presentation of Financial Results

The financial results of the Company for the year ended March 31, 2017 have been disclosed as per Schedule III of the Companies Act, 2013.

11. Risk Management Policy

12. Corporate Social Responsibility (CSR)

13. Directorsâ Responsibility Statement

As required under section 134(3)(c) of the Companies Act, 2013 Directors, to the best of their knowledge and belief, state that

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) 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.

14. Vigil Mechanism

15. Directorsâ Remuneration Policy and Criteria for matters under section 178

16. Corporate Governance

Detailed reports on matters relating to Corporate Governance and Management Discussion and Analysis Report under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, are annexed as part of this Annual report together with the report of Practicing Company Secretary on its compliance thereon.

17. Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employeesâ particulars which is available 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.

18. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in schedule No. 10 & 15 to the Financial Statements.

19. Number of Meetings of the Board and Audit Committee

During the year, five Board Meetings and five Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report.

20. Formal Annual Evaluation of the performance of Board, its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirement) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, Board as a whole and committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

21. Related Party Transactions

22. Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

23. Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgo

24. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as âAnnexure Bâ

25. Industrial Relations

The relationship with the employees continued to be cordial during the year.

On behalf of the Board of Directors

Dated : May 30, 2017 Shekhar Bajaj

Place : Mumbai Chairman

(DIN No. 00089358)

Mar 31, 2015

Dear Members,

We present our 53rd Annual Report together with the Audited Financial Accounts for the year ended March 31, 2015:

1. Financial Results (Rs. in Lacs)

As on As on Financial Results March 31,2015 March 31,2014

Revenue from Operations and other Incomes 10721.29 11478.00

Profit before Finance Cost & Depreciation 2019.23 3012.56

Less- Finance Cost - -

Less-Depreciation 259.30 199.91

Profit before taxes 1759.93 2812.65

Provision for taxation for the year (including deferred tax and Earlier year's income-tax adjustment) 495.47 836.27

Profit after Taxes 1264.46 1976.38

Add: Balance brought forward from previous year 914.81 500.00

Profit available for appropriation 2179.27 2476.38

Less- Appropriations

a) Proposed Dividend 480.00 480.00

b) Tax on Dividend 97.72 81.57

c) Transferred to General Reserve 500.00 1000.00

Balance Carried Forward 1101.55 914.81 2. Dividend

The Directors recommend for consideration of the shareholders at the Annual General Meeting payment of dividend of Rs. 1.50/- per Equity Share of Re.1/- for the year ended March 31, 2015 as against Rs.1.50/- per Equity Shares of Re.1/- in the previous year.

3. Operations

The revenue from operations of Rs. 97.48 Crores is 6.46% lower than last year's revenue from operations of Rs. 104.22 crores. The net profit of Rs. 12.64 Crores is 36.03 % lower, as compared to last year's net profit of Rs.19.76 Crores. The decrease in revenue has been mainly due to macro economic reasons: stagnating economic growth across the sectors where the Company's customers operate. This resulted in a situation where there was no or poor progress of new projects or expansion projects or lack of investments in capital equipment which could have otherwise resulted in a demand for the material handling equipment made by the Company. The Directors are hopeful that steps will be taken by the present Government to revive the economic growth which could result in an economic upsurge leading to creation of demand for the Company's products / solutions.

The Company's 4 Windmills produced 57.72 Lakhs units of energy in the current year, as against 69.79 Lakhs units of energy produced in the previous year.

4. Directors and Key Managerial Personnel-Changes

Shri K C Uebel and Shri Shekhar Bajaj retire by rotation at the ensuring Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors had appointed Smt Shruti Jatia as an Additional Director (Independent) of the Company for a term of five consecutive years in the category of Independent Director with effect from November 12, 2014 and she holds office till the ensuing Annual General Meeting. The Ordinary Resolution for confirmation of her appointment as a Director is given in the Notice.

Shri H A Nevatia was re-appointed as a Director in whole-time employment of the Company with effect from November 22, 2014 for a period of three years by the Board of Directors in their meeting held on November 12, 2014. The Special Resolution for approval of his appointment as a "Whole-time Director" is given in the notice.

The detailed profiles of above mentioned Directors are given under the head "Corporate Governance".

Pursuant to section 149(4) of the Companies Act, 2013, the Board, in its meeting held on May 28, 2014 appointed the existing Independent Directors under clause 49 as "Independent Directors". The Board appointed a woman Director in its meeting held on November 12, 2014 under the proviso of the section 149 (1) (b). The members at the Annual General Meeting held on August 11, 2014, approved the appointment of the existing Independent Directors for a term of five years, effective from April 1, 2014.

Pursuant to Section 203 of the Companies Act, 2013, the Board has appointed, in its meeting held on May 28, 2014, Shri Prakash Subramaniam, President and CEO, Shri Vijay Singh, Chief Financial Officer and Shri Kiran Mukadam, Company Secretary as Key Managerial Personnel of the Company.

5. Declaration by Independent Directors

The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section 149 (6).

6. Auditors

A) Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, the auditors of the Company, M/s M L Bhuwania & Co, Chartered Accountants, Mumbai were appointed by the shareholders for three years terms at the 52nd Annual General Meeting to hold office until the conclusion of the 55th Annual General Meeting, subject to ratification by the shareholders at each Annual General Meeting.

The members are requested to ratify the appointment of M/s M L Bhuwania & Co, Chartered Accountants, Mumbai as statutory auditors of the company and to fix their remuneration for the financial year 2015-16.

B) Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 and rules made thereunder, the Board of Directors had, on the recommendation of the Audit Committee, appointed M/s R Nanabhoy & Co. Cost Accountants, to audit the cost accounts of the Company for the financial year 2015-16 at a remuneration of Rs. 35,000/-plus service tax, reimbursement of out-of pocket expenses, subject to ratification by the shareholders at ensuing Annual General Meeting. Accordingly, a Resolution seeking Members' ratification for the remuneration payable to Cost Auditors is given in the notice.

C) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rule made thereunder, the Company has appointed M/s S N Anantha subramaniam & Co, Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure C".

7. Significant and Material orders passed by the Regulators or Court

During the year in review, there were no significant and material orders passed by the Regulators or Courts or tribunals, which may impact the going concern status of the Company and its operations in future.

8. Material Changes & Commitments

There have been no material changes and commitments, affecting the financial position of the company, which have occurred between the end of the financial year of the company and the date of this report.

9. Adequacy of Internal Financial Control

Internal financial controls with reference to the financial statements were adequate and operating effectively.

10. Presentation of Financial Results

The financial results of the Company for the year ended March 31, 2015 have been disclosed as per Schedule III to the Companies Act, 2013.

11. Risk Management Policy

Information on the development and implementation of a risk management policy for the company including identification therein of elements of risk which in the opinion of the board may threaten the existence of the Company is given in the annexed Management Discussion and Analysis.

12. Corporate Social Responsibility (CSR)

Detailed information on CSR Policy developed and implemented by the Company on CSR initiatives, taken during the year pursuant to section 134 & 135 of the Companies Act 2013 is given in the "Annexure A".

13. Directors' Responsibility Statement

As required under section 134(3)(c) of the Companies Act, 2013 Directors, to the best of their knowledge and belief, state that -

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 year and of the profit and loss of the company for that period;

c) 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) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) 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.

14. Corporate Governance

Detailed reports on matters relating to Corporate Governance and Management Discussion and Analysis Report under Clause 49 of the Listing Agreement are annexed as part of this Annual report together with the report of Practicing Company Secretary on its compliance thereon.

15. Vigil Mechanism

The details of the Vigil Mechanism Policy covered under the Companies Act, 2013 and Clause 49 of the Listing Agreement are explained in the Corporate Governance Report and also posted on the website of the Company.

16. Directors' Remuneration Policy and Criteria for matters under section 178

Information regarding Directors' Remuneration Policy & criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 are provided in the annexed Corporate Governance Report.

17. Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available 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.

18. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Companies Act, 2013 are given in schedule No. 9 and 14 to the Financial Statements.

19. Number of Meetings of the Board and Audit Committee

During the year, four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report.

20. Formal Annual Evaluation of the performance of Board, its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, Board as a whole and committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

21. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company. The policy on Related Party Transactions as approved by the Board is placed on the Company's website.

22. Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. There were no complaints received during the year.

23. Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgo

The information on conservation of energy, technology absorption, foreign exchange earning and outgo etc. to the extent applicable stipulated under section 134 (3) (m) of the Companies Act, 2013 read with Rule no. 8 of the Companies (Accounts) Rules, 2014 is set out in "Annexure A" annexed hereto.

24. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure B"

25. Industrial Relations

The relationship with the employees continued to be cordial during the year.

Your 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.

On behalf of the Board of Directors

Dated : May 27, 2015 Shekhar Bajaj Place : Mumbai Chairman (DIN No. 00089358)

Mar 31, 2014

Dear Members,

We present our 52nd Annual Report together with the Audited Financial Accounts for the year ended 31st March, 2014:

1. Financial Results :

(Rs. in Lacs)

As on 31st As on 31st Financial Results March 2014 March 2013

Revenue from Operations and other Incomes (Gross) 11,478.00 13,508.13

Profit before Finance Cost and Depreciation 3,012.56 4,308.78

Less-Depreciation 199.91 201.79

Less- Finance Cost - 10.11

Profit before exceptional items and Taxes 2,812.65 4,096.88

Profit before taxes 2,812.65 4,096.88

Provision for taxation for the year (including deferred tax and Earlier year''s income-tax adjustment) 836.27 1,243.78

Profit after Taxes 1,976.38 2,853.10

Add : Balance in Profit & Loss Account 500.00 150.00

Balance available for appropriation 2,476.38 3,003.10

Less- Appropriations

a) Proposed Dividend 480.00 560.00

b)Corporate Tax on Dividend 81.57 95.17

c) Transferred to General Reserve 1,000.00 1,847.93

Closing Balance 914.81 500.00

2. The Directors recommend for consideration of the shareholders at the Annual General Meeting payment of dividend of Rs. 1.50/- per Equity Share of Re.1/- for the year ended 31st March, 2014 as against Rs.1.75/- per Equity Shares of Re.1/- in the previous year.

3. The revenue from operations of the Company at Rs. 104.22 Crores is 15.72% less compared to last year''s revenue from operations of Rs. 123.66 Crores. The net profit of Rs. 19.76 Crores is 30.74% less, as compared to last year''s net profit of Rs.28.53 Crores. The decrease in revenue has been mainly due to continuing labour agitation and consequent disruption in supply of components from vendor and competition from cheaper imports particularly in chain pulley blocks. The Management is aggressively attacking these problems. The results of tie ups with foreign firms for new product will start contributing to the turnover this year. The market is also showing some good signs of revival of demand. The Management is in process of resolving the labour issue. Directors are hopeful of substantial recovery in the financial year 2014-15.

4. The Company''s 4 Windmills produced 69.79 lakhs units of energy in the year 2013-14, as against 71.42 lakhs units of energy produced in the previous year.

5. Shri Shailesh V Haribhakti resigned from the post of Alternate Director to Shri K C Uebel which was accepted in the Board Meeting held on 11th November 2013. The Board of Directors place on record the significant contribution made by him for the progress of the company.

Shri Naresh Chandra and Shri K F Jhunjhunwala retire by rotation at the ensuring Annual General Meeting and being eligible, offer themselves for re-appointment. Their detailed profiles are available under the head "Corporate Governance."

6. M/s M L Bhuwania & Co., Chartered Accountants, Mumbai, the statutory Auditors of the Company, retire at the ensuring Annual General Meeting and are eligible for appointment. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limit under the Act. The Board recommends their appointment.

7. M/s R Nanabhoy & Company, Cost Accountants , Mumbai have been appointed as Cost Auditor of the Company to conduct the Cost Audit for the financial year 2013-14 and has received the approval from the Central Government in this regard.

8. Detailed reports on matters relating to Corporate Governance and Management Discussion and Analysis Report under Clause 49 of the Listing Agreement with Stock Exchanges are annexed as part of this Annual report together with the report of Practicing Company Secretary on its compliance thereon.

9. The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, etc. to the extent applicable are set out in Annexure-I hereto.

10. In terms of the provision of section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules ,as amended, the names and other particulars of the employees are set out in Annexure-II hereto.

11. Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the information/representations received from the Management, confirm that:

I. in the preparation of the annual accounts, the applicable standards have been followed and that no material departures have been made from the same;

II. such accounting policies have been selected and applied consistently and that reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the period;

III. proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities has been taken; and

IV. the annual accounts are prepared on a going concern basis.

12. The Compliance Certificate from secretary in whole-time practice M/s. S N Ananthasubramanian & Co., Thane, under Section 383-A(1) of the Companies Act, 1956, is annexed hereto.

13. The relationship with the employees continued to be cordial during the year.

Your 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.

ANNEXURE-I

Information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988.

A. Conservation of Energy:

The Company''s manufacturing process is not energy intensive. The details of energy consumption and costs are as follows:-

ii. Consumption per Unit of Production:

From the records and other books maintained by the Company in accordance with the provisions of the companies Act, 1956, the Company is not in a position to give the required information for the current year as well as the previous year.

B. Technology Absorption:

The Company''s engineers are constantly improving the designs and quality of the Company''s products as well as production procedures. The Company has developed new series of compact and modular Wire Rope Hoists designed with contemporary design technologies and incorporating internationally serviceable robust and proven components, Universal Hoists 3 to 4 Ton Capacity, Steel Mill Duty[SMD]Wire Rope Hoists 35 to 60 Ton capacity & Chain Pulley Blocks(Zp & Zm) with Load Limiter upto 3 Ton Capacity.

For and On behalf of the Board of Directors

PLACE : MUMBAI Shekhar Bajaj

DATED : 28/05/2014 Chairman

Mar 31, 2013

Dear Members,

The present our 51st Annual Report together with the Audited Financial Accounts for the year ended 31st March, 2013:

1. Financial Results:-

(In Rupees)

Financial Results As on 31st March 2013 As on 31st March 2012

Revenue from Operations 1,236,626,399 1,210,014,433

Profit before Depreciation and Taxes 429,866,632 462,996,223

Depreciation 20,178,665 20,331,958

Profit after Depreciation and Taxes 409,687,967 442,664,265

Provision for taxation for the year (including deferred tax) 125,412,772 131,556,409

Net Profit after tax & VRS 284,275,195 311,107,856

Earlier yearÂs income-tax adjustment 1,035,138 (1,941,6 24)

Balance brought forward 15,000,000 15,000,000

Profit available for appropriation 300,310,333 324,166,232

Proposed Dividend 56,000,000 56,000,000

Corporate Tax on Dividend 9,517,200 9,084,600

Transferred to General Reserve 184,793,133 244,081,632

Balance carried to BALANCE SHEET 50,000,000 15,000,000

2. The Directors recommend for consideration of the shareholders at the Annual General Meeting payment of dividend of Rs. 1.75/- per Equity Share of Re.1/- for the year ended 31st March, 2013 on the enhanced share capital after issue of 1:1 bonus shares. The Company had paid Rs.3.50 (including Rs.0.50 for the Golden Jubilee Year) per Equity Share of Re.1/- on paid up capital before issue of bonus shares in the previous year.

3. The revenue from operations of the Company at Rs.123.66 Crores are 2.20% higher compared to last yearÂs revenue from operations of Rs.121.00 Crores. The net profit of Rs.28.53 Crores is 7.73% lower, as compared to last yearÂs net profit of Rs.30.92 Crores. The Company has been able to maintain the sales, in spite of slow-down in capital goods industry on the one hand but, the profit is declined due to stiff competition, higher raw material cost and increase in overhead cost on the other hand. The economic outlook also remains uncertain. However, the Directors are hopeful of improved performance due to new products introduced in the last year. The company is constantly exploring the possibility of tie-ups with foreign firms for improving export as well as getting new products/designs.

4. The CompanyÂs 4 Windmills produced 71.42 lakhs units of energy in the year 2012-13, as against 64.48 lakhs units of energy produced in the previous year.

5. The Company has increased its authorized capital from Rs.2, 00, 00,000 (Twenty million) to Rs.4,00,00,000 (Forty Million) vide passing of ordinary resolution passed in the extra-ordinary general meeting held on 3rd July 2012. Further, the Company has allotted 1, 60, 00,000 Bonus shares to the existing shareholders whose names appeared in the Register of Members during the book closure period, at a ratio of 1:1 on 18th July 2012. The shares were credited to the shareholders respective accounts.

6. Shri. Tushar P. Shah, Shri. K.C. Uebel and Shri. Shekhar Bajaj retire by rotation at the ensuring Annual General Meeting and being eligible, offer themselves for re-appointment. The detailed profiles of the above Directors are given under the head "Corporate Governance."

7. M/s M. L. Bhuwania & Co., Chartered Accountants, Mumbai, the statutory Auditors of the Company, retire at the ensuring Annual General Meeting and are eligible for appointment. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limit under section 224 (1B) of the Companies Act 1956. The Board recommends their appointment.

8. Pursuant to orders issued by the Ministry of Corporate Affairs, Government of India, under the provisions of section 233B of the Companies Act 1956, the Company has come under purview of Cost Audit for the first time in the Financial Year 2012-13.

9. Detailed reports on matters relating to Corporate Governance and Management Discussion and Analysis Report under Clause 49 of the Listing Agreement with Stock Exchanges are annexed as part of this Annual report together with the report of Practicing Company Secretary on its compliance thereon.

10. The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, etc. to the extent applicable are set out in Annexure-I hereto.

11. In terms of the provision of section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, as amended, the names and other particulars of the employees are set out in Annexure-II hereto.

12. Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the information/representations received from the Management, confirm that:

I. in the preparation of the annual accounts, the applicable standards have been followed and that no material departures have been made from the same;

II. such accounting policies have been selected and applied consistently and that reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the period;

III. proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities has been taken; and

IV. the annual accounts are prepared on a going concern basis.

13. The Compliance Certificate from secretary in whole-time practice M/s. S.N. Ananthasubramanian & Co., Thane, under Section 383-A(1) of the Companies Act, 1956, is annexed hereto.

14. The relationship with the employees continued to be cordial during the year. However, there has been a disruption in production due to agitation by the shopfloor workmen between the period 17th April 2013 to 25th May 2013.

Your 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.

On behalf of the Board of Directors

Place : Mumbai Shekhar Bajaj

Dated : 29/05/2013 Chairman

Mar 31, 2012

We present our 50th Annual Report together with the Audited Financial Accounts tor the year ended 31st March, 2012:

Financial Results As on 31st March, As on 31st March, 2012(Rs.) 2012 (Rs.)

Revenue from Operations 1,210,014,433 1,193,584,840

Gross Profit 462,996,223 457,777,201

Depreciation 20,331,958 20,265,218

Profit after Depreciation 442,664,265 437,511,983

Extraordinary Items (VRS) 0 0

Provision for taxation for the year (including deferred tax) 131,556,409 140,022,849

Net Profit after tax & VRS 311,107,856 297,489,134

Earlier year's income-tax adjustment (1,941,624) 1,606,709 Balance brought forward 15,000,000 15,000,000

Profit available for appropriation 324,166,232 314,095,843

Proposed Dividend 56,000,000 48,000,000

Corporate Tax on Dividend 9,084,600 7,786,800

Transferred to General Reserve 244,081,632 243,309,043

Balance carried to BALANCE SHEET 15,000,000 15,000,000

2. The Directors recommend for consideration of the shareholders at the Annual General Meeting payment of dividend of Rs.3.50 (including Rs.0.50 for the Golden Jubilee Year) per Equity Share of Re.1/- for the year ended 31st March, 2012, as against Rs.3.00 per Equity Share of Re.1/- in the previous year.

3. The revenue from operations of the Company at Rs.121.00 Crores are 1.40% higher compared to last year's revenue from operations of Rs.119.36 Crores. The net profit of Rs.30.92 Crores is also 3.40% higher, as compared to last year's net profit of Rs.29.91 Crores. The Company has been able to maintain the sales, inspite of slow-down in new projects/expansion activities on the one hand and increased competition on the other hand. The Directors are hopeful of improved performance in the current year. The company is constantly exploring the possibility of tie-up with foreign firms for improving sales as well as new products/designs.

4. The Company's 4 Windmills produced 64.48 lakhs units of energy in the year 2011-12, as against 54.27 lakhs units of energy produced in the previous year.

5. Shri K.F. Jhunjhunwala, Shri Mukul M. Upadhyaya and Shri Gaurav V. Nevatia, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

6. Unauthorised price increase of Rs.1.98 Crores over a period of 3 years were given by some officers of the Company in collusion with certain identified vendors. The Company has terminated the services of those officers. The amount lying to the credit of these vendors have been held back and appropriate legal action is being taken against the perpetrators. Some of the above identified vendors have filed winding up petition against the Company for non-payment of their dues. The Company's solicitors are taking appropriate legal action in the matter. The Auditors of the Company have made a remark of the same in Annexure No. (i)(xxi) to their Report,.

7. You are requested to appoint Auditors for the period from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

8. To comply with the requirements of Corporate Governance pursuant to the Listing Agreement with The Bombay Stock Exchange Limited and National Stock Exchange of India Limited, the Management Discussion and Analysis Statement, Corporate Governance Report and the Practising Company Secretary's Certificate are included in the Annual Report.

9. Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the information/representations received from the Management, confirm that:

I. in the preparation of the annual accounts, the applicable standards have been followed and that no material departures have been made from the same;

II. such accounting policies have been selected and applied consistently and that reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the period;

III. proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities has been taken; and

IV. the annual accounts are prepared on a going concern basis.

10. The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, etc. to the extent applicable are set out in Annexure-I hereto.

11. Particulars with regard to employees as required by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming an integral part of the Directors' Report are given in Annexure-ll hereto.

12. The Compliance Certificate from Secretary in whole-time practice M/s. S.N. Ananthasubramanian & Co., Thane, under Section 383-A(1) of the Companies Act, 1956, is annexed hereto.

13. The relationship with the employees continued to be cordial.

Your Directors take this opportunity to thank the banks, government authorities, regulatory authorities, stock exchanges, employees and stake holders for their continued co-operation and support to the Company.

On behalf of the Board of Directors

Place : Mumbai Shekhar Bajaj

Dated : 28th May, 2012 Chairman

Mar 31, 2011

Dear shareholders,

We present our 49th Annual report together with the Audited Financial Accounts for the year ended 31st March, 2011:

Current Year Previous Year

Financial Results Rupees Rupees

sales (Net) 1,185,897,003 843,996,306

Gross Profit 458,399,218 261,845,562

Depreciation 20,265,218 19,699,351

Profit after Depreciation 438,134,000 242,146,211

extraordinary items (vrs) 0 39,270,317

Provision for taxation for the year (including deferred tax) 140,644,866 62,366,394

Net Profit after tax & vrs 297,489,134 140,509,500

earlier year's income-tax adjustment 1,606,709 3,403,442

Balance brought forward 15,000,000 15,000,000

Profit available for appropriation 314,095,843 158,912,942

Proposed Dividend 48,000,000 32,000,000

Corporate Tax on Dividend 7,786,800 5,314,880

Transferred to General reserve 243,309,043 106,598,062

Balance carried to BALANCE SHEET 15,000,000 15,000,000

2. The Directors recommend for consideration of the shareholders at the Annual General Meeting payment of dividend of rs.3.00 per equity share of re.1/- for the year ended 31st March, 2011, as against rs.2.00 per equity share of re.1/- in the previous year.

3. The sales of the Company at rs.118.59 Crores are 41% higher compared to last year's sales of rs.84.40 Crores. The net profit of rs.29.75 Crores is also 112% higher, as compared to last year's net profit of rs.14.05 Crores. As a result of higher sales, the company was able to negotiate better prices from some of its component suppliers. The economy seems to be slowly stabilising and the Directors are hopeful of improved performance in the year 2011-12 also.

4. The Company's 4 Windmills produced 54.27 lakhs units of energy in the year 2010-11, as against 68.53 lakhs units of energy produced in the previous year.

5. To comply with the requirements of Corporate Governance pursuant to the Listing Agreement with The Bombay stock exchange Limited and National stock exchange of india Limited, the Management Discussion and Analysis statement, Corporate Governance report and the Practising Company secretary's Certificate are included in the Annual report.

6. Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors, based on the information/representations received from the Management, confirm that :

i. in the preparation of the annual accounts, the applicable standards have been followed and that no material departures have been made from the same;

ii. such accounting policies have been selected and applied consistently and that reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the period;

iii. proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities has been taken; and

iv. the annual accounts are prepared on a going concern basis.

7. The Board of Directors are grieved to inform that shri e.B. Desai, who has been a Director since 6th January, 1964, expired on 24th December, 2010 after a brief illness. The Board of Directors place on record the significant contribution made by late shri e.B. Desai for the progress of the company.

shri shailesh v. Haribhakti resigned as Director, which was accepted in the Board Meeting held on 26th October, 2010. in the same Meeting, he was appointed as 'Alternate Director to shri K.C. Uebel'.

shri shekhar Bajaj, shri vinaya L. Mehrotra and shri Naresh Chandra, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

8. Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising "Group" as defined under the Monopolies and restrictive Trade Practices ("MrTP") Act, 1969, are disclosed in the Annual report for the purpose of regulation 3(1)(e) of seBi (substantial Acquisition of shares and Takeovers) regulations, 1997.

9. You are requested to appoint Auditors for the period from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

10. The particulars prescribed under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) rules, 1988 regarding conservation of energy, technology absorption, etc. to the extent applicable are set out in Annexure-i hereto.

11. Particulars with regard to employees as required by section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) rules, 1975 and forming an integral part of the Directors' report are given in Annexure-ii hereto.

12. The Compliance Certificate from secretary in whole-time practice M/s. s.N. Ananthasubramanian & Co., Thane, under section 383- A(1) of the Companies Act, 1956, is annexed hereto.

13. The relationship with the employees continued to be cordial.

14. Your Directors take this opportunity to thank the banks, government authorities, regulatory authorities, stock exchanges, employees and stake holders for their continued co-operation and support to the Company.

On behalf of the Board of Directors,

Place : Mumbai Shekhar Bajaj

Date : 17th May, 2011. Chairman

Mar 31, 2010

We present our 48th Annual Report together with the Audited Financial Accounts for the year ended 31 st March, 2010:

Current Year Previous Year

1 Ã Financial Results Rupees Rupees

Sales (Net) 843,996,306 938,587,704

Gross Profit 261,845,562 320,779,293

Depreciation 19,699,351 17,570,640

Profit after Depreciation 242,146,211 303,208,653

Extraordinary Items (VRS) 39,270,317 -

Provision for taxation for the year (including deferred tax/Fringe Benefit tax) 62,366,394 104,347,378

Net Profit after tax & VRS 140,509,500 198,861,275

Earlier years income-tax adjustment 3,403,442 (7,137,325)

Balance brought forward 15,000,000 15,000,000

Profit available for appropriation 158,912,942 206,723,950

Proposed Dividend 32,000,000 32,000,000

Corporate Tax on Dividend 5,314,880 5,438,400

Transferred to General Reserve 106,598,062 154,285,550

Balance carried to BALANCE SHEET 15,000,000 15,000,000

2. The Directors recommend for consideration of the shareholders at the Annual General Meeting payment of dividend of Rs.2.00 per Equity Share of Re.1/-for the year ended 31st March, 2010, as against Rs.2.00 per Equity Share of Re.1/- in the previous year.

3. The Company closed down its Mulund Factory with effect from 30th June, 2009 and shifted the entire production activities to its new factory at Village Dhamani near Khopoli from July, 2009. All the workmen employed in the Mulund Factory accepted the Voluntary Retirement Scheme offered by the Company and an amount of Rs.3,92,70,317/- was paid to the workmen under the Voluntary Retirement Scheme.

4. The sales of the Company at Rs.84.40 Crores are lower compared to last years sales of Rs.93.86 Crores. The economic slow down continued this year also. The profit is also lower due to stiff competition and higher material cost. The situation seems to be slowly improving and the Directors are hopeful of better performance in the year 2010-11.

5. The Companys 4 Windmills produced 68.53 lakhs units of energy in the year 2009-10 as against 63.84 lakhs units of energy produced in the previous year.

6. To comply with the requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with The Bombay Stock Exchange Limited and National Stock Exchange of India Limited, the Management Discussion and Analysis Statement, Corporate Governance Report and the Practising Company Secretarys Certificate are included in the Annual Report.

7. Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the information/representations received from the Management, confirm that:

(i) in the preparation of the annual accounts, the applicable standards have been followed and that no material departures have been made from the same;

(ii) such accounting policies have been selected and applied consistently and that reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the period;

(iii) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities has been taken; and

(iv) the annual accounts are prepared on a going concern basis.

8. Shri Gaurav V. Nevatia, Shri Tushar P. Shah and Shri K.C. Uebel, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

9. Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising "Group" as defined under the Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969, are disclosed in the Annual Report for the purpose of Regulation 3(1)(e) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

10. You are requested to appoint Auditors for the period from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

11. The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, etc. to the extent applicable are set out in Annexure-I hereto.

12. Particulars with regard to employees as required by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming an integral part of the Directors Report are given in Annexure-ll hereto.

13. The Compliance Certificate from Secretary in whole-time practice M/s. S.N. Ananthasubramanian & Co., Thane, under Section 383- A(1) of the Companies Act, 1956, is annexed hereto.

14. The relationship with the employees continued to be cordial.

15. Your Directors take this opportunity to thank the banks, government authorities, regulatory authorities, stock exchanges, employees and stake holders for their continued co-operation and support to the Company. On behalf of the Board of Directors,

Place : Mumbai , Shekhar Bajaj

Date : 7th June, 2010. Chairman.

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Directors Report of Hercules Investments Ltd.

1. FINANCIAL STATEMENTS &RESULTS:

a. FINANCIAL RESULTS:

b. FINANCIAL PERFORMANCE:

c. DIVIDEND:

d. TRANSFER OF UNPAID/UNCLAIMED DIVIDEND ANDEQUITY SHARES TOIEPF:

e. CONSOLIDATED FINANCIAL STATEMENTS:

f. REVISION OF FINANCIAL STATEMENTS:

g. TRANSFER TO RESERVES:

h. CHANGES IN THE NATURE OF BUSINESS

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

j. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

k. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATEDPARTIES:

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

m. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

n. SCHEME OF DEMERGER:

2. SHARE CAPITAL:

3. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. BOARD OF DIRECTORS:

b. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

c. KEY MANAGERIAL PERSONNEL:

4. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

b. DIRECTOR''S RESPONSIBILITY STATEMENT:

c. AUDIT COMMITTEE:

d. NOMINATION AND REMUNERATION COMMITTEE:

e. STAKEHOLDERS RELATIONSHIP COMMITTEE:

f. RISK MANAGEMENT COMMITTEE:

g. RISK MANAGEMENT POLICY:

h. VIGIL MECHANISM POLICY:

i. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

j. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

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

l. INTERNAL CONTROL SYSTEMS:

m. PARTICULARS OF EMPLOYEES:

n. CODE OF CONDUCT:

o. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

p. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING (BRSR):

AUDITORS AND REPORTS:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THEYEAR ENDED 31st MARCH 2024:

b. FRAUD REPORTING:

c. SECRETARIAL AUDIT REPORT AND ANNUAL SECRETARIALCOMPLIANCE REPORT FOR THE YEAR ENDED 31st MARCH 2025:

d. STATUTORY AUDITORS:

e. COST AUDITORS:

f. INTERNAL AUDIT AND CONTROL:

g. SECRETARIAL STANDARDS:

6. OTHER DISCLOSURES:

a. ANNUAL RETURN:

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

c. CORPORATE GOVERNANCE:

d. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

e. VALUATION:

7. GENERAL:

8. ACKNOWLEDGEMENT:

For and on behalf of the Board of

Place: Mumbai Shekhar Bajaj

1. Financial Results (Rs. In Lakhs)

2. Dividend

3. Operations

4. Scheme of Demerger

5. Directors and Key Managerial Personnel [KMP]-Changes

6. Independent Directors

7. Auditors

A) Statutory Auditor

B) Cost Auditor:

C) Secretarial Auditor:

8. Significant and Material orders passed by the Regulators or Court

9. Internal Control and financial reporting

10. Material Changes & Commitments

11. Presentation of Financial Results

12. Risk Management

13. Corporate Social Responsibility (CSR)

14. Directorsâ Responsibility Statement

15. Vigil Mechanism

16. Directorsâ Remuneration Policy and Criteria for matters under section 178

17. Corporate Governance

18. Business Responsibility and Sustainability Report

19. Particulars of Employees

20. Particulars of Loans, Guarantees or Investments

21. Number of Meetings of the Board and Audit Committee

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

k. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED
PARTIES:

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

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

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

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

14. Directorsâ Responsibility Statement

16. Directorsâ Remuneration Policy and Criteria for matters under section 178