Modella Woollens Ltd Directors Report

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 ANALSYIS

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. 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 2024-25, your Company did not have business income albeit and other income of Rs.666.63 thousand mainly in form of fees and commission. After incurring administrative expenses, the Company incurred a loss of Rs. 1,730.52 thousand as against a loss of Rs. 1,289.56 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.

Global economic conditions are shaped by changing growth dynamics, fluctuating commodity prices and evolving monetary policies, which influence domestic inflation, trade balances and capital flows. At present, this interconnectedness is complicated by unusual levels of geopolitical tensions, supply chain disruptions and climate related shocks.

India, the worlds fourth largest economy, has emerged fastest growing major economy with a projected GDP of $7.3 trillion by 2030. India is projected to be worlds fastest- growing major economy. Driven by robust domestic demand, a dynamic demographic profile, and sustained economic reforms, India is asserting its rising influence in global trade, investment and innovation.

Over the past decade, India has undergone a profound economic transformation rooted in

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, Ms. Alpa Vinesh Shah (DIN: 09388780) shall retire by rotation in the forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

The Company had the following personnel as the Key Managerial Personnel (KMP) under Section 203 of the Companies Act, 2013 as on 31^st March, 2025:

1. Mr. Devang Jasvant Parikh, Chief Executive Officer 2. Ms. Chaitali Viral Shah, Chief Finance Officer 3. Miss Sneha Shukla, Company Secretary

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.

EMPLOYEE

Relations between the management and employees were cordial through-out 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, 2025 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 61^st Annual General Meeting held on 29^th September, 2023 for consecutive period of five years till the conclusion of 66^th Annual General Meeting of the Company.

SECRETARIAL AUDIT

During the year, Secretarial Audit was carried out by Mr. Upendra C. Shukla, Practicing Company Secretary for the financial year 2024-25. 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.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No such order was passed by any of the authorities, which impacts the going concern status and companys operations in future.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134 (3)(a) of the Companies Act, 2013 a copy of the Annual Return of the Company for the year ended 31^st March, 2025 is placed on the website of the Company at www.modellawoolens.com

Annexure 2

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st March, 2025 [Pursuant to section 204(1) of the Companies Act, 2013 and rule no.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To, The Members, Modella Woollens Limited,

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Modella Woollens Limited (hereinafter called ‘the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has during the audit period covering the financial year ended on 31^st March, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board process and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2025 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial borrowing (Not applicable since there was no FDI, ODI and/or ECB);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(c) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; …2/-

I report that during the year under review there was no action/event in pursuance of-

(a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(b) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018;

(c) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;

(d) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

(e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

(f) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with the client.

The Acts/ Guidelines specifically applicable to the Company as identified b y the Management: NIL

I have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards with regard to Meeting of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of the Company Secretaries of India.

b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Listing Agreement entered into by the Company with Stock Exchange.

During the year under review, the Company has complied with the provisions of the Act, rules, regulations, guidelines, standards, etc. mentioned above.

I further report that

I further report that based on the information provided by the Company, its officers and authorised representatives during the conduct of the audit and also on the review of quarterly compliance reports by the Chairman, which are reviewed by the Directors and taken on record by the Board of Directors of the Company, in my opinion adequate systems and processes and control mechanism exists commensurate with the size and operation of the Company to monitor and ensure compliance with applicable general laws, rules, regulations and guidelines.

I further report that the compliance by the Company of applicable financial laws like direct and indirect tax laws has not been reviewed in this audit since the same has been subject to review by statutory financial auditors and other designated professionals.

I further report that during the audit period there was no specific event/action in pursuance to the above referred laws, rules, regulations, standard and guidelines, etc. referred to above, having major bearing on the Companys affairs.

Note: This report is to be read with my letter of even date, which is annexed as ‘ANNEXURE

A and forms an integral part of this report.

To, The Members, Modella Woollens Limited,

My report of even date is to be read with this letter.