Modella Woollens Ltd Directors Report

To, The Members,

Your Directors hereby present their 64th Annual Report on the business and operations of the Company together with the audited Statements of the accounts for the year ended on 31st March, 2026.

SUMMARY OF FINANCIAL PERFORMANCE

Particulars	Year Ended 31-03-2026	Year Ended 31-03-2025
Other Income	688.12	666.63
Less: Expenses	2,682.17	2,397.15
Profit/(Loss) before Depreciation, Amortisation and Tax	(1,989.79)	(1,726.65)
Less: Depreciation, Amortisation	4.26	3.87
Profit/(Loss) before tax	(1,994.05)	(1,730.52)
Less: Current Tax	--	--
Less: Short/Excess Provision of Tax of previous years	--	--
Deferred tax	1.25	(8.30)
Profit/(Loss) after Tax	(1,995.30)	(1,722.22)

DIVIDEND

Your Directors have not recommended any dividend.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Directors, to the best of their knowledge, confirms that -

a) in the preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departure;

b) appropriate accounting policies have been selected and applied consistently and have 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 loss of the Company for that period;

c) proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;

e) proper internal financial controls laid down by the Directors are followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

To avoid duplication of certain information in Directors Report and Management Discussion & Analysis, the Board of Directors of your Company has presented the composite summary of performance and functions of the Company.

INDUSTRY STRUCTURE AND DEVELOPMENT

Your Company has not done any business during the year under review except earning a meager other income of Rs. 688.12 thousand by way of fees and commission. Your Directors are actively considering various avenues of business. However, the Company earned an income in form of professional fees and commission during the year under review.

REGULATIONS

Your Company is complying with various applicable laws and regulations.

PERFORMANCE

For the financial year 2025-26, your Company earned an other income of Rs. 688.12 thousand comprising of fees and commission. After incurring administrative expenses, the Company incurred a loss of Rs. 1,994.05 thousand as against a loss of Rs. 1,730.52 thousand.

Your Directors do not propose to transfer any amount to general reserves.

MATERIAL CHANGES AND COMMITMENT

There have been no material change and commitment affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of this report.

OPPORTUNITY AND THREATS

Your Directors are actively considering various options and avenues to commence the business.

The global microeconomic environment continues to be confronted with myriad challenges. These includes continuing impact of the Russia-Ukraine conflict, unrest in Middle-East west Asian countries, thereby adversely affecting the supply chain mainly crude supply.

Indian economy is one of the fastest growing economy in the world, staging a broad based recovery across sector. The Government of India has continued its thrusts on structural reforms to raise Indias potential growth. Capital spending of the government on infrastructure and various incentive scheme to boost manufacturing are expected to boost the small and medium enterprises. However, the Indian economy is also facing headwind of inflationary pressure created due to global unrest.

FUTURE OUTLOOK

India is expected to remain the fastest growing economy among all the countries covered by global investment. Urbanization and infrastructure development, expected expanded markets, boosted productivity, attracted investments and creation of millions of new jobs, will be the central driver of Indias economic growth.

Your Directors look forward a better future of your Company.

SUBSIDIARY, ASSOCIATES & JV

The Company does not have any subsidiary and associate company nor any joint venture.

CONSOLIDATED FINANCIAL STATEMENT

Since the Company does not have any subsidiary company or associate or joint venture, consolidated financial statements are not prepared.

CORPORATE GOVERNANCE

Provisions of para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to your Company. Hence, report on Corporate Governance is not annexed.

LOANS, GUARANTEE AND INVESTMENT

The Company has not given any loan or made investment nor has given any guarantee or provided security during the financial year under review.

PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public, its shareholders or employees during the year under review.

TRANSACTION WITH RELATED PARTIES

In absence of any business activity, the Company did not enter into any material contract/arrangements with related parties, except demat charges paid to SPS Stock Brokers Pvt. Ltd. Since such transactions with the related party entered into by the Company were in the ordinary course of business and were at arms length basis, Form AOC-2 is not applicable.

CONSERVATION OF ENERGY, ETC.

Since your Company was not engaged in any manufacturing activity, information as required under the provisions of Section 143(3)(m) of the Act is not furnished. During the year, the Company neither earned nor spent any foreign exchange.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your Company comprises of four Directors viz. Mr. Sandeep P Shah, Chairman - Non-Executive Director, Mrs. Alpa Vinesh Shah, Non-Executive Director, Mr. Nirav V. Shah, and Mr. Mehul S. Trivedi, both Independent Directors.

To comply with the Articles of Association of the Company and the Companies Act, 2013, Mr. Sandeep P. Shah (DIN: 00368350) shall retire by rotation in the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Following were the Key Managerial Personnel (KMP) as on 31st March, 2026 under Section 203 of the Companies Act, 2013:

1. Mr. Devang Jasvant Parikh, Chief Executive Officer

2. Ms. Chaitali Viral Shah, Chief Financial Officer

3. Miss Sneha Shukla, Company Secretary upto 07/11/2025

4. Miss. Nikita Mendpara, Company Secretary from 17/11/2025

During the year under review, none of the non-executive directors had any pecuniary relationship or transactions with the Company.

DISCLOSURE BY INDEPENDENT DIRECTORS

All the Independent Directors have furnished declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

BOARD MEETINGS

Four meetings of the Board of Directors were held during the year under review. One meeting of the Independent Directors was also held during the year.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board of Directors had done the annual evaluation of its own performance, its committees and individual directors. The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings.

AUDIT COMMITTEE

The Audit Committee presently comprises of, Mr. Nirav V. Shah; Independent Director, Mr. Mehul Trivedi, Independent Director, and Mrs. Alpa V. Shah, Director. All the members of the Committee are having financial and accounting knowledge. The Committee met four (4) times during the financial year 2025-26.

NOMINATION & REMUNERATION COMMITTEE/POLICY

The Nomination and Remuneration Committee presently comprises of Mr. Nirav V. Shah, Mr. Mehul Trivedi, Mrs. Alpa V. Shah, and Mr. Sandeep P. Shah, all non-Executive Directors. The Committee met once during the financial year under review.

The Nomination and Remuneration Policy recommended by the Nomination & Remuneration Committee is duly approved and adopted by the Board of Directors.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee consists of three members viz. Mr. Nirav V. Shah, Mr. Sandeep Shah and Mrs. Alpa V. Shah as its members. The Committee mainly looks into redressal of shareholders and investors grievances with respect to transfer of shares, dematerialization of shares, non-receipt of annual report or declared dividend, etc. The shareholders grievances committee met once during the year. During the year ended 31st March, 2026, the Company did not receive any complaint from any of its members.

CSR COMMITTEE

The Company does not fulfill any of the three criteria specified in Section 135(1) of the Companies Act, 2013 and as such the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable.

INTERNAL CONTROL SYSTEM

Adequate internal control systems are in place to maintain quality of product, proper accounting as per norms and standards prescribed, asset maintenance and its proper use. The Company has an independent internal auditor, who reports to the Audit Committee.

RISK MANAGEMENT

The management continuously access the risk involved in the business and all out efforts are made to mitigate the risk with appropriate action. All the assets of the Company are adequately covered by comprehensive insurance.

EMPLOYEE

Relations between the management and employees were cordial throughout the year.

The Company had only three employees during the year under review, namely Chief Executive Officer (CEO), Chief Finance Officer (CFO) and Company Secretary (CS).

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Management Personnel) Rule, 2014, and forming part of Directors Report for the year ended 31st March, 2026 is given in a separate annexure 1 to this report.

AUDITORS

According to Directors, there are no adverse remarks made by Statutory Auditors in their report. Notes to the accounts are self-explanatory to comments/observation made by the auditors in their report. Hence, no separate explanation is given.

M/s. Kochar & Associates, Chartered Accountants, Statutory Auditors of your Company, were appointed as Statutory Auditors by the members of the Company in their 61st Annual General Meeting held on 29th September, 2023 for consecutive period of five years till the conclusion of 66th Annual General Meeting of the Company.

SECRETARIAL AUDIT

During the year, Secretarial Audit was carried out by M/s. DDB & Company, Practicing Company Secretaries for the financial year 2025-26. The report on the Secretarial Audit is appended as Annexure 2 to this report. According to the Board of Directors the report does not have any adverse remark.

INTERNAL AUDITOR

Ms. Bhavna Pandya, Chartered Accountant, is the Internal Auditor of the Company. She reports to the Audit Committee.

COST AUDIT

Provisions relating to cost audit is not applicable to your Company.

OTHER STATUTORY DISCLOSURES

a) Receipt of Remuneration by Managing Director from Subsidiary Companies:

The Company does not have Managing Director nor the Company has any subsidiary company.

b) Extract of Annual Return

In accordance with the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies Management and Administration Rules, 2014, the Company has placed a copy of Annual Return in Form MGT-7 on its website www.modellawoolens.com

Vigil Mechanism

The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement. The whistle blower policy is adopted by the Board of Directors and is hosted on the website of the Company.

Secretarial Standard

The applicable Secretarial Standards, namely, SS1 and SS2, relating to Meetings of the Board of Directors and General Meetings respectively, have been duly complied by your company.

Significant and Material Orders Passed by the Regulators or Courts

There was no significant and material order passed by the Regulators / Courts / Tribunals, which would impact the going-concern status of the Company and its future operations.

Sexual Harassment of Women at Workplace

In compliance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has duly constituted an internal complaint committee. The Committee has formulated policy to ensure protection to its female employees. During the financial year under review, no complaint was received with regard sexual harassment from any employee of the Company and necessary disclosure for the same has been submitted to the concerned Government departments of the respective locations.

Unclaimed Dividend

The Company does not have any unpaid/unclaimed dividend pertaining to previous years. Hence, the Company was not required to transfer such unclaimed/unpaid amount in terms of applicable provisions of the Companies Act, 2013 read with the Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 to the Investors Education and Protection Fund.

Fraud Reporting

During the year, no fraud whether actual, suspected or alleged was reported to the Board of Directors.

No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Institution.

Compliance Management

Your Company has in place a comprehensive and robust legal compliance management digital tool, which enables the management to ensure compliance with all applicable laws to the Company. Automated alerts are sent to compliance owners to ensure compliance within the stipulated timelines.

CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on the reasonable assumption, the actual results might differ.

ACKNOWLEDGEMENT

The Directors wish to thank the Companys Bankers and all the employees for their unstinted support. Your directors also wish to thank the shareholders for confidence reposed in the management of the Company.

For and on behalf of the Board

Sd/-

(SANDEEP P. SHAH) CHAIRMAN DIN:00368350