Indef Manufacturing Ltd Directors Report

Dear Members,

We present our 4^th Annual Report together with the Audited Financial Accounts for the year ended March 31, 2026:

1. Financial Results

(Rs. in Lakhs)

2. Dividend

During the year the Company has announced final dividend of Rs. 2/- per share of Face value Rs. 1/- each, for the year ended March 31,2026.

The Companys 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 Companys 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. 19,566.98 lakhs recorded a healthy growth of 10.73% over the previous years revenue of Rs. 17,671.53 lakhs. The Company continues to maintain a strong and stable profitability position, with profit after tax reported at Rs. 2,605.10 lakhs, reflecting its resilient business model and sustained operational efficiency.

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 equipments that ensure consistent high-quality products, services and delivery commitments while ensuring customer centricity.

4. Companies which have become or ceased to be Subsidiaries, Joint Ventures or Associate Companies during the year

During the year under review, there was a change in the status of the Companys subsidiaries. Consolidated Swift Industries Limited continued as a wholly-owned subsidiary of the Company throughout the year. Further, Daedalus Lift and Access Equipments Private Limited became a subsidiary of the Company during the financial year under review. No company ceased to be a Subsidiary, Joint Venture or Associate Company of the Company during the year.

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

As per section 152 (6) of the Companies Act, 2013, Shri Vandan Sitaram Shah (DIN: 00759570) is liable to retire by rotation at the ensuing AGM and being eligible, offer himself for re-appointment.

The shareholder in the Annual General Meeting held on August 12, 2025, appointed Shri Vandan Sitaram Shah (DIN: 00759570), as the Non-Executive Non Independent Director of the Company w.e.f. May 27, 2025, who was appointed by the Board of Directors at its meeting held on May 27, 2025 as an Additional Directors.

During the year under review, Shri Nirav Nayan Bajaj has resigned as Director of the Company with effect from May 27, 2025.

The term of Shri Shekhar Bajaj will conclude in the ensuing 4th AGM. The Company has recommended his continuation of Directorship on the Board of the Company to the members in the ensuing 4th AGM.

The above proposals forms part of the Notice of the 4th AGM and the relevant resolutions are recommended for the members approval therein.

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 companys code of business conduct & ethics. All independent directors of the company have valid registration in the independent directors 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 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. 2025-26 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 2026-27 at a remuneration of Rs. 75,000/-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, 2026, 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 “Annexure 3”. There is no secretarial audit qualification for the year ended March 31, 2026, 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 Companys 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, 2026 have been disclosed as per Schedule III of the Companies Act, 2013.

The financial statements up to year ended March 31, 2026 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 was constituted in September 2024 in compliance with Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and functioned during the financial year under review. Risk management is embedded in the Companys operating framework and the risk management framework is periodically reviewed by the Board of Directors and the Audit Committee. Information on the development and implementation of the Companys risk management framework forms part of the Management Discussion and Analysis Report. The Board has adopted a Risk Management Policy applicable to all business divisions and corporate functions of the Company.

As the Company is not required to mandatorily constitute a Risk Management Committee under the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a proposal for dissolution of the Risk Management Committee has been placed before the Board of Directors at its meeting held on May 25, 2026. Upon approval of the said proposal, the functions relating to risk management and oversight thereof shall be undertaken by the Board of Directors.

13. Corporate Social Responsibility (CSR)

The Company has formulated a Corporate Social Responsibility (“CSR”) Policy, which has been approved by the Board of Directors and is in line with the provisions of the Companies Act, 2013 and the Companies (CSR Policy) Rules, 2014.

The CSR Policy of the Company lays down the guiding principles for undertaking CSR initiatives and reflects the Companys commitment to operate in an economically, socially and environmentally sustainable manner and contribute towards the welfare and development of the community at large.

The CSR philosophy is inspired by the principles of ethical, value-based and transparent functioning and aims at creating a positive social impact, improving quality of life for the weaker sections of society and contributing to sustainable development.

The CSR activities of the Company focus on areas such as:

Education and skill development Healthcare and provision of basic amenities Environmental sustainability Social empowerment and rural development Promotion of culture, sports and community welfare.

The CSR Committee of the Board has been constituted in accordance with the provisions of Section 135 of the Act to oversee the implementation and monitoring of the CSR Policy and initiatives.

During the year under review, CSR initiatives were undertaken in accordance with the approved CSR Policy.

The details of CSR composition, amount spent and activities undertaken during the year are provided in the Annual Report on CSR Activities, forming part of this Report as Annexure 2.

The CSR Policy of the Company is available on the website of the Company at https://indef.com/wp-content/ uploads/2025/06/IML-Policies-2025.pdf.

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 Companys 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 SEBIs 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 December 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 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 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 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 Companys 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 in the prescribed Form MGT 7 is put up on the Companys website - https://indef. com/investor/

27. Names of companies which have become Subsidiaries, Joint Ventures or Associate Companies during the year:

During the year under review, the Company has Completed acquisition of 80% equity stake in Daedalus Lift & Access Equipments Private Limited making it a subsidiary of the Company. The Company has a wholly owned “Consolidated Swift Industries Limited”. The highlights of the financial performance of the said subsidiary are provided in Form AOC-1, which forms part of this Annual Report. Further, the Company does not have any Joint Venture or Associate Company as on the date of this report.

28. Industrial Relations

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

Companys 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.