Hercules Investments Ltd Directors Report

Dear Shareholders,

Your directors have pleasure in presenting the 64th Annual Report on the operations of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2026.

Financial Statements & Results Financial Results

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

The Companys performance for the financial year ended 31st March, 2026 as compared to the previous financial year, is summarized below:

(Amount in Rs. Lakhs)

Particulars	As on March 31, 2026	As on March 31, 2025
Revenue from Operations	890.80	614.76
Other Income	3.23	—
Total Income	894.03	614.76
Profit before Finance Cost & Depreciation	803.81	566.67
Less: Finance Cost	0.19	—
Less: Depreciation	0.29	0.03
Profit before Taxes and Exceptional Items	803.33	566.65
Profit before Taxes after Exceptional Items*	803.33	566.65
Provision for Taxation for the Year (including deferred tax and earlier years income-tax adjustment)	31.22	8.42
Profit after Taxes	772.11	558.23

* No exceptional items arose during either financial year presented. Appropriation

Particulars	FY 2025-26	FY 2024-25
Interim Dividend	—	—
Final Dividend	—	—
Tax on Distribution of Dividend	—	—
Transfer to General Reserve	—	—
Balance Carried to Balance Sheet	772.11	558.23

The financial statements of the Company for the year ended March 31, 2026 have been disclosed as per Schedule III of the Companies Act, 2013. The financial statements up to the year ended March 31,2026 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 Accounting Standard) Rules 2015 under Section 133 of the Companies Act, 2013 and other relevant provisions.

The performance highlights are as under:

During the year, the revenue from business activities of the Company stood at Rs. 890.80 lakhs, reflecting an increase of 44.90% as compared to the previous years revenue from operations of Rs. 614.76 lakhs. The profit after tax for the year amounted to Rs. 772.11 lakhs, registering an increase of 38.31% as compared to the previous years profit after tax of Rs. 558.23 lakhs.

Dividend

Considering your Companys outstanding financial performance and to upkeep the consistent track record of rewarding its shareholders with a generous dividend payout, the Board is pleased to recommend for consideration of the shareholders at the ensuing Annual General Meeting (‘AGM), payment of dividend of Rs. 2.5/- per equity share of Re. 1 each for the year ended 31 March 2026 totaling to Rs. 8 Crores.

The dividend recommended is in accordance with the principles and criteria as set out in the Dividend Distribution Policy of the Company. The said dividend, if approved by the members at the ensuing AGM, will be paid to those members whose name appears on the Register of Members (including Beneficial Owners) of the Company as on of 6th August, 2026 and will be subject to deduction of tax at source at prescribed rates pursuant to the Income Tax Act, 1961.

In terms of the provisions of Regulation 43A of the SEBI Listing Regulations, the Company has formulated and adopted a Dividend Distribution Policy, available on the Companys website.

Transfer of Unpaid/Unclaimed Dividend and Equity 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. 1,13,000/- pertaining to the financial year 2017-18 were transferred during the year to the Investor Education and Protection Fund.

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 2026.

Revision of Financial Statements

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

T ransfer to Reserves

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

Changes in the Nature of Business

During the financial year 2024-25, the Company ceased carrying on its business of manufacturing hoists pursuant to the transfer of its Hoists Business Undertaking to a newly incorporated resulting entity under the approved demerger arrangement. Consequent to the said transfer, the Company altered its Objects Clause in the Memorandum of Association on 12th August 2025 to align its activities with its revised business objectives.

Following the demerger and alteration of its Objects Clause, the Company is primarily engaged in holding and managing investments of Bajaj Group entities and qualifies as an Unregistered Core Investment Company.

Disclosures Under Section 134(3)(l) of the Companies Act, 2013

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

The Companys 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 procedures in place for reliable financial reporting.

Particulars of Contracts or Arrangement with Related Parties

All transactions entered with related parties for the year under review were on arms 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 material 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 and are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions of a repetitive nature, and a statement giving details of all related party transactions is placed before the Audit Committee and the Board for review and approval on a quarterly basis.

Particulars of Loans, Guarantees, Investments and Securities

Particulars of ‘loans given, investments made, guarantees given and securities provided if any; 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.

Subsidiaries, Associates and Joint Venture Companies

During the review period ending on March 31, 2026, your Company did not have any Subsidiary / Joint Venture / Associate Company.

Change of Name of the Company

Pursuant to the Scheme of Demerger, the operating hoists business of the Company was transferred to resulting entity Indef Manufacturing Limited, during the financial year 2024-25. Consequently, to reflect its investment-focused business activities, the name of the Company was changed from Hercules Hoists Limited to Hercules Investments Limited with effect from 19 September 2025.

Delisting of Shares

The Company, in order to streamline compliance requirements and reduce the administrative and financial burden associated with dual listings, proceeded with the voluntary delisting of its equity shares from the National Stock Exchange of India Limited (NSE). The delisting was approved by the National Stock Exchange on 19th December, 2025 and became effective from 9th January, 2026. The equity shares of the Company continue to remain listed on BSE Limited, and such delisting from NSE does not adversely affect the interests of investors or the liquidity of the Companys shares.

Share Capital

There has been no change in the Share Capital of the Company during the year under review. As on 31st March, 2026, 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 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 it granted any sweat equity.

Matters Related to Directors and Key Managerial Personnel 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.

Mr. Vandan Shah (DIN: 00759570), Independent Director of the Company, completed his tenure of two consecutive terms of five years each and, consequently, ceased to be a Director of the Company with effect from the close of business hours on February 5, 2026, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI LODR Regulations. The Board of

Directors, at its meeting held on February 10, 2026, took on record and appreciated his valuable contribution during his tenure with the Company.

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Mahendrakumar Gohel (DIN: 09425947) as an Independent Director of the Company by way of a circular resolution passed on March 19, 2026. The said appointment was subsequently approved by the shareholders through a postal ballot on May 2, 2026.

Declaration Given by Independent Directors

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

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

In the opinion of the Board, Independent Directors of the Company possess requisite integrity, expertise and experience for acting as Independent Directors. Details of the familiarization programme for Independent Directors are explained in the Corporate Governance Report.

Key Managerial Personnel

The Board of Directors, at its meeting held on May 27, 2025, considered and approved the appointment of Mr. Chandrasekar Pillutla as the new Company Secretary and Key Managerial Personnel of the Company, with effect from May 27, 2025.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2026 are:

• Mr. Hariprasad Anandkishore Nevatia — Whole-time Director;

• Mr. Siddhesh Vilas Gokhale — Chief Financial Officer; and

• Mr. Chandrasekar Pillutla — Company Secretary & Compliance Officer.

Disclosures Related to Board, Committees and Policies Board Meetings

The Board of Directors met four 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 on 10th February, 2026 in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the SEBI LODR Regulations.

Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2026, the Board of Directors hereby confirms that:

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

• such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the profit of the Company for that year;

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

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

• 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;

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

Audit Committee

The Audit Committee is constituted by the Board of Directors in accordance with 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 and particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee is in conformity with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations. The Company has a 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, hosted on the Companys website.

Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee is in conformity with Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI LODR Regulations. The Company Secretary acts as the Secretary of the Committee.

Particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report.

Risk Management Committee

The composition of the Risk Management Committee is in conformity with Regulation 21 of the SEBI LODR Regulations. Particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report.

Risk Management Policy

Risks are events, situations or circumstances which may lead to negative consequences on the Companys 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, which has been embraced in decision-making to ease the risk involved. Key business risks and their mitigation are considered in day-to-day working of the Company and in the annual/strategic business plans and management reviews.

Vigil Mechanism Policy

The Board of Directors has, pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, established a Vigil Mechanism Policy — Whistle Blower Policy for Directors and employees to provide a mechanism ensuring adequate safeguards from victimization on raising concerns of any violations of legal or regulatory requirements, or misrepresentation of any financial statements and/or reports. Employees have the right to report concerns directly to the Chairman of the Audit Committee. The Whistle Blower Policy is hosted on the Companys website.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was constituted 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 through collaborations with several Trusts and NGOs, in accordance with Section 135 of the Companies Act, 2013. The CSR Committee comprised Mr. Shekhar Bajaj as Chairman, and Mr. Hariprasad Anandkishore Nevatia and Mrs. Girija Balakrishnan as members.The Board of Directors, at its meeting held on August 12, 2025, noted that pursuant to the recent demerger of the Company and based on the financial thresholds specified under Section 135 of the Companies Act, 2013, the provisions relating to Corporate Social Responsibility were not applicable to the Company for the Financial Year 2025-26. Accordingly, the Board approved the dissolution of the existing Corporate Social Responsibility Committee.The Board further noted that, in the event the provisions of Section 135 of the Companies Act, 2013 become applicable to the Company in the future, a CSR Committee shall be reconstituted in compliance with the applicable statutory requirements.

Annual Evaluation of Directors, Committees and Board

Pursuant to the Companies Act, 2013 and SEBI LODR Regulations, 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 Boards functioning — such as adequacy of composition, board culture, execution and performance of specific duties, obligations and corporate governance — was circulated to all directors.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 was prepared and reviewed by the Board, Nomination & Remuneration Committee and Independent Directors in their meetings held on February 10, 2026. The directors expressed their satisfaction with the evaluation process.

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, operational and financial performance, and significant developments, enabling well-informed decisions in a timely manner. It also updates Directors on roles, responsibilities, rights and duties under the Companies Act, SEBI LODR Regulations and other statutes. Details are available on the Companys website.

Internal Control Systems

Adequate internal control systems commensurate with the nature, size and complexity of the Companys operations are in place and operating satisfactorily. These systems comprise policies and procedures designed to ensure reliability of financial reporting, timely feedback on operational and strategic goals, compliance with applicable laws and regulations, and that all assets and resources are acquired economically, used efficiently and adequately protected.

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.

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 and for inspection by the Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy thereof may write to the Company Secretary at cs@herculesinvestments.in and to the CFO at cfo@herculeshoists.in.

Code of Conduct

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

Management Discussion and Analysis Report

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

Business Responsibility and Sustainability Reporting (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI LODR Regulations, the Annual Report of the top 1000 listed entities based on market capitalization (calculated as on 31st day of March of each financial year) shall contain a Business Responsibility and Sustainability Report describing initiatives taken 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 provisions, once applicable to a listed entity, shall continue to apply unless its ranking falls outside the prescribed threshold and remains so for a period of three consecutive years in terms of the said Regulations. 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:

Observations of Statutory Auditors on Accounts for the Year Ended 31st March 2026

The Auditors Report for the financial year ended 31st March 2026 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.

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 during the course of the audit conducted.

Secretarial Audit Report and Annual Secretarial Compliance Report

Section 204 read with Section 134(3) of the Companies Act, 2013 mandates obtaining a Secretarial Audit Report from a Practicing Company Secretary. M/s. S N Ananthasubramaniam & Co., Company Secretaries, were appointed to undertake the Secretarial Audit and issue the Secretarial Audit Report and Annual Secretarial Compliance Report for FY 2025-26. The Secretarial Audit Report in Form MR-3 forms part of this Report and does not contain any observation or qualification requiring explanation or comments from the Board.

Statutory Auditors

Pursuant to Sections 139, 140 and other applicable provisions of the Companies Act, 2013, M/s. Kanu Doshi Associates LLP, Chartered Accountants, Mumbai, were appointed as Statutory Auditors for a period of five consecutive years at the AGM held on August 10, 2022, and shall hold office from the conclusion of the 60th AGM till the conclusion of the 65th AGM.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the requirement for maintenance of cost records and appointment of a Cost Auditor is not applicable to the Company, considering the nature of its activities as an unregistered Core Investment Company.

Internal Audit and Control

M L Bhuwania and Co LLP, Chartered Accountants, Internal Auditors of the Company, carried out the internal audit for FY 202526 as per the scope of work finalized with the Audit Committee. Findings are discussed on an ongoing basis at Audit Committee meetings and corrective actions are taken as directed. The Audit Committee has accepted all the recommendations of the Internal Auditors.

Secretarial Standards

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

Other Disclosures

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

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, the Annual Return in Form MGT-7 for FY 2025-26 is uploaded on the Companys website.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company is an Unregistered Core Investment Company investing in group companies; particulars regarding conservation of energy and technology absorption required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant to its activities. There were no foreign exchange earnings or outgo during the financial year under review as well as during the previous financial year.

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 with the conditions of Corporate Governance, is included in the Annual Report.

Proceedings Under Insolvency and Bankruptcy Code, 2016

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

Valuation

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

Disclosure Regarding Internal Complaints Committee

The Company had less than 10 employees during the year under review and hence, provisions relating to the constitution of an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are not applicable to the Company.

Compliance Regarding Maternity Benefit Act, 1961

The Company had less than 10 employees during the period under review; hence, compliance under the Maternity Benefit Act, 1961, is not applicable to the Company.

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:

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

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

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

• Issue of shares under Employee Stock Option Scheme or Employee Stock Purchase Scheme.

• 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.

• The Company has no holding Company.

• No significant or material orders were passed by Regulators or Courts or Tribunals which impact the going concern status and the Companys 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. 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.

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 Companys 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 Investments Limited

Authorised Signatory

SD/-

Shekhar Bajaj

Chairman DIN: 00089358

Place: Mumbai

Date: 28th May, 2026