We present our 3rd Annual Report together with the Audited Financial Accounts for the year ended March 31,2025:

1. Financial Results

(Rs. in Lakhs)

2. Dividend

During the year the Company has not announced any dividend. However, after the end of the Financial year under review,
the Company announced a final dividend of Rs. 2/- per share of Face value Rs. 1/- each, subject to shareholders approval
in the ensuing AGM for the year ended March 31, 2025.

The Company's 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 Company's growth. The details of Dividend
Distribution Policy are put up on the website of the Company at the link: https://indef.com/wp-content/uploads/2025/06/
IML-Policies-2025.pdf

3. Operations

The Standalone revenue from operations of Rs. 17,671.53 lakhs is down by 1.57% as compared to the previous year's
revenue from operations of Rs. 17,952.51 lakhs. The profit after tax of Rs. 3,423.92 lakhs, is increased by 26.13%, as
compared to the previous year's net profit of Rs. 2,714.70 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 reliaility.

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

4. Scheme of Demerger

The scheme of arrangement between Hercules Hoists Limited (‘HHL') and Indef Manufacturing Limited (‘IML') under
section 230-234 and other applicable provisions of the Companies Act, 2013 was approved by the Board of Directors
of the Company on September 23, 2022. Pursuant to the scheme transfer, manufacturing business of holding Company
namely HHL is transferred to IML by way of a demerger in order to segregate the manufacturing business from investment
business of HHL.

The above Scheme of arrangement was approved by Hon'ble NCLT Mumbai bench vide its order dated 02nd August,
2024. HHL continues to carry on the investment business post the scheme. Pursuant to the demerger, shares in the
ratio of 1:1 were issued to shareholders of HHL and shares held by HHL in IML were cancelled thereby replicating mirror
shareholding pattern of HHL in IML.

The Company was listed with BSE and NSE on February 21,2025.

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

As per section 152 (6) of the Companies Act, 2013, Shri Shekhar Bajaj (DIN: 00089358) is liable to retire by rotation at the
ensuing AGM and being eligible, offer himself for re-appointment.

The shareholder in the Extra-Ordinary General Meeting held on August 12, 2024, appointed Jayavanth Kallianpur Mallya
DIN: 00094057), Vikram Taranath Hosangady (DIN: 09757469) and Girija Balakrishnan (DIN: 06841071), as the non-
excutive independent Director of the Company w.e.f. August 12, 2025, who were appointed by the Board of Directors at its
meeting held on August 12, 2024 as an Additional Directors.

During the year, Shri Amit Bhalla was appointed as Managing Director by the Board of Directors in the Meeting held on
September 30, 2024. Further, the resolution was passed through postal ballot on February 13, 2025 for acceptance of
remuneration of Shri Amit Bhalla (DIN: 08215712).

During the year under review, Mr. Hariprasad Anandkishore Nevatia has resigned as Whole-time Director of the Company
with effect from September 30, 2024.

The above proposals forms part of the Notice of the 3rd AGM and the relevant resolutions are recommended for the
members' approval therein.

Shri Girish Jethmalani, the Chief Financial Officer (CFO) resigned w.e.f. February 28, 2025. To fill this position, on
recommendation of Nomination and Remuneration Committee, the Company has appointed Shri Bijay Kumar Agarwal as
the Chief Financial Officer (CFO) and KMP, effective March 01, 2025. Further, Shri Vineesh Vijayan Thazhumpal has been
appointed as the Company Secretary, Compliance Officer, and KMP, effective October 1,2024.

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 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 as Statutory
Auditors of the Company for a period of five consecutive years at the Annual General Meeting (AGM) of the Members
held August 11, 2023. The statutory auditors of the Company shall hold office from the conclusion of the 1st AGM
of the Company till the conclusion of the 6th AGM to be held in the year 2028. The audit report for F.Y. 2024-25 is
unmodified, i.e., it does not contain any qualification, reservation, or adverse remark.

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. Aatish Dhatrak & Associates, as a cost auditor, to audit the
cost accounts of the Company for the financial year 2025-26 at a remuneration of Rs. 66,000/-plus applicable tax,
reimbursement of out-of-pocket expenses, subject to ratification by the shareholders at ensuing AGM. Accordingly,
a resolution seeking Members' 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, 2025, under review.

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, as Company Secretaries, to undertake the secretarial audit
of the Company. The secretarial audit report is annexed herewith as “Annexure 2”. There is no secretarial audit
qualification for the year ended March 31, 2025, 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 Company's 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
Company 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, 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
specified under Section 133 of the Act, read with Rule 7 of the Companies (Account) Rules, 2014.

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 September 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)

Pursuant to the Scheme of Demerger approved by the Hon'ble National Company Law Tribunal (NCLT), any CSR
obligations pertaining to the period prior to the demerger were duly discharged by Hercules Hoists Limited and were
not applicable to Indef Manufacturing Limited. However, the Company has constituted CSR committee as required
under Section 135 of Companies Act, 2013. The details of Composition of CSR committee is provided under Corporate
Governance Report.

14. 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 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: https://indef.com/wp-content/
uploads/2025/06/IML-Policies-2025.pdf

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. 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, 2025, Indef Manufacturing Limited is not covered under the top 1,000 listed
Companies based on market capitalization, and therefore, a BRSR is not included in our Annual Report.

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 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 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.

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 the financial statements.

21. Number of Meetings of the Board and Audit Committee

During the year, Five Board Meetings and two 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 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 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 Company's website https://indef.com/wp-content/uploads/2025/06/IML-Policies-2025.pdf

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 “Annexure 1” 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 2024-25 in the prescribed Form MGT 7 is put up on the Company's website -
https://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 : May 27, 2025 Chairman

Place : Mumbai (DIN No. 00089358)