To, The Members of Modern Denim Limited,
Your Directors are pleased to present the 48th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the year ended 31st March 2026.
The Audited Financial Statements of your Company as on 31st March, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards (Ind AS) and the provisions of the Companies Act, 2013 (Act).
(? in Crores)
| Particulars | FY 2025-26 | FY 2024-25 |
| Revenue from Operations | 22.90 | 22.37 |
| Other income | 0.34 | 0.68 |
| Total revenue | 23.24 | 23.05 |
| Total Expenditure | 30.59 | 28.75 |
| Profit/loss before Finance Cost, Exceptional Items and tax expenses | (7.35) | (5.67) |
| Finance cost | - | 0.03 |
| Profit/loss before, Exceptional Items and tax expenses | (7.35) | (5.70) |
| Exceptional Items | 1.55 | - |
| Profit/Loss before tax Expenses | (8.90) | (5.70) |
| Tax expense | - | - |
| Profit/(Loss) after tax | (8.90) | (5.70) |
| Other comprehensive income | - | - |
| Total Comprehensive income/ (loss) for the year | (8.90) | (5.70) |
| Paid-up Share Capital | 37.50 | 37.50 |
| Reserves and Surplus | (112.80) | (103.90) |
During the Financial Year ended on 31st March, 2026, your Company achieved revenue from operations of 22.90 Crores as compared to 22.37 Crores in the previous year. The Company continued to operate under challenging business conditions prevailing in the domestic textile market and reported an EBITDA loss of 4.95 Crores during the year as against an EBITDA loss of 4.77 Crores in the previous year.
Your Company continues to take various measures to address the challenges and improve its operational performance, including focused efforts towards cost optimisation, efficient utilisation of available resources and strengthening operational efficiencies. In view of the accumulated losses, your Directors are unable to recommend any dividend for the year under review.
The Authorized Share Capital of the Company stood at 60.00 crore. During the year under review, the Company has not altered/modified the authorized share capital of the Company. The paid-up Share Capital as at 31st March, 2026 stood at 37.50 crore.
The Company did not have any Subsidiaries, Joint Ventures & Associates during the year.
Your Company has consistently applied the applicable accounting policies during the year under review. The Management continuously evaluates all recently issued or revised accounting standards to ensure appropriate implementation in the financial reporting process.
The Company prepares and discloses its financial results on a quarterly basis, which are subjected to a limited review by the Statutory Auditors, and publishes the audited financial results on an annual basis. There were no revisions made to the financial statements during the year under review.
The Financial Statements of the Company have been prepared in accordance with the applicable Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act, 2013, read with the relevant rules issued thereunder. These financial statements form an integral part of this Report.
During the financial year under review, the Honble National Company Law Tribunal, Jaipur Bench (NCLT), vide its Order dated 22nd January, 2026, disposed of the Companys petition with the liberty to the Company to re-approach the Honble NCLT for obtaining the final sanction of the Scheme upon completion of the requisite regulatory and procedural compliances, including obtaining the necessary statutory approvals.
The Members are informed that the Company is actively pursuing the requisite approvals from the competent regulatory authorities and is taking all necessary steps to complete the prescribed compliances at the earliest. Upon receipt of the requisite statutory approvals, the Company shall promptly re-approach the Honble NCLT, in terms of the liberty granted under the aforesaid Order, for obtaining the final sanction of the Scheme.
Pursuant to Regulation 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, (SEBI (LODR) Regulations, 2015) a report on Corporate Governance along with a Certificate from the Company Secretary in Practice towards compliance of the provisions of Corporate Governance, forms an integral part of this Annual Report and are given in Annexure - A.
The Executive Director and the Chief Financial Officer have certified to the Board with regard to financial statements and other matters as required under Regulation 17(8) read with Schedule II to the SEBI (LODR) Regulations, 2015.
Pursuant to the provisions of Section 186 of the Companies Act, 2013 and schedule V of SEBI (LODR) Regulations, 2015, disclosures on particulars relating to loans, advances, and investments are provided as part of the financial statements. There are no guarantees issued or securities provided by your Company in terms of Section 186 of the Act, read with the rules issued thereunder.
Pursuant to Section 134(3) (a) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended 31st March, 2026 is uploaded on the website of the Company and the same is available on www.moderndenim.com .
All contracts, arrangements and transactions entered into by the Company with its related parties during the financial year were on arms length basis and in the ordinary course of business and in accordance with the provisions of the Act, and the SEBI Listing Regulations.
Any Related Party Transaction exceeding the thresholds prescribed under the SEBI Listing Regulations and the Act, shall be considered material and would require prior approval of the Members. In this regard, there were no material transactions of the Company with any of its related parties during the year in terms of Section 134 read with Section 188 of the Act. Therefore, the disclosure of the Related Party Transactions as required under Section 134(3)(h) of the Act, in Form AOC- 2 is not applicable to the Company for the financial year 2025- 26 and, hence, the same is not required to be provided.
As per the provisions of the Act, and Regulation 46(2) (g) of the SEBI Listing Regulations, your Company has formulated a policy on Related Party Transactions which is available on Companys website at the link www.moderndenim.com .
The statement showing the disclosure of transactions with related parties, such as payment of Directors remuneration in compliance with applicable Ind AS, the details of the same are provided in Note No. 34 of the Financial Statement forming integral part of the Annual Report.
In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Kedar Mal Ladhna, Non- Executive Director of our Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM).
Shri Kedar Mal Ladhna, being eligible, has offered himself for re- appointment at the ensuing AGM.
Brief profile of Shri Kedar Mal is provided in the Report on Corporate Governance and Notice of AGM.
The Board of Directors at its meeting held on 09th January, 2026, based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of Members approved the appointment of Shri Suvrat Ranka (DIN: 08076235) as the Joint Managing Director of the Company for a period of five (5) years, effective from 09th January, 2026. Shri Suvrat Ranka was previously associated with the Company in the capacity of a Whole- time Director.
The Members approved his appointment through Postal Ballot on 3rd March, 2026, in compliance with Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In terms of the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any amendments thereunder), the following persons were holding the position of Key Managerial Personnel (KMP) of the Company as on 31st March, 2026:
1. Shri Sachin Ranka- Chairman & Managing Director
2. Shri Suvrat Ranka- Joint Managing Director
3. Shri Pankaj Sarda- Chief Financial Officer
4. Shri Deepak Jain- Company Secretary & Compliance Officer
The Board affirms that the appointment, terms of employment, and remuneration of the Directors and Key Managerial Personnel are in line with the Companys duly approved Nomination and Remuneration Policy, which is formulated in accordance with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Act 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 and registered their names in the Independent Directors Databank with Indian Institute of Corporate Affairs (IICA)
In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.
Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, its Committees, Independent Directors, Non- Executive Directors, Executive Director and the Chairman of the Board.
The NRC of the Board has laid down the manner in which annual evaluation of the performance of the Board, its Committees and Individual Directors have to be made. It includes circulation of evaluation forms separately for evaluation of the Board and its Committees, Independent Directors/Non- Executive Directors/Executive Director and the Chairman of the Company.
The performance of Non- Independent Directors, the Board, as a whole, and the Committees of the Board have been evaluated by Independent Directors in a separate meeting. At the same meeting, the Independent Directors also evaluated the performance of the Chairman of the Company, after taking into account the views of Executive Director and Non- Executive Directors. Evaluation as done by the Independent Directors was submitted to the NRC and subsequently to the Board.
Thereafter, the Board at its meeting discussed the performance of the Board, as a whole, its Committees and Individual Directors. The Board expressed satisfaction with the overall functioning of the Board and its Committees. The Board was also satisfied with the contribution of the Directors, in their respective capacities, which reflected the overall engagement of the Individual Directors.
The Board of the Company met 6 (Six) times during the year to deliberate on various matters. The meetings were held on 28th May, 2025, 19th July, 2025, 14th August, 2025, 12th November, 2025, 9th January, 2026, and 14th February, 2026. The intervening gap between consecutive meetings was not more than one hundred and twenty (120) days as prescribed by the Act, and applicable provisions.
The Audit Committee comprises of Shri Rahul Singhvi Chairman, Shri G V Kalpathy & Shri K M Ladhna as its members. Two out of three members, including the Chairman of Audit Committee are Independent Directors.
The Nomination and Remuneration Committee (NRC) comprises of Shri Rahul Singhvi Chairman, Shri G V Kalpathy & Shri K.M. Ladhna as its members. Two out of three members, including Chairman of NRC Committee are Independent Directors.
The Stakeholders Relationship Committee (SRC) comprises of Shri Rahul Singhvi Chairman, Shri K M Ladhna & Shri G V Kalpathy as its members. Two out of three members, including Chairman of SRC Committee are Independent Directors.
The Independent Directors met on 14th February 2026, without the attendance of Non- Independent Directors and members of the management. The Independent Directors reviewed the performance of Non- Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non- Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The audited accounts for the year are in conformity with the requirements of the Act and the Accounting Standards. The financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present your Companys financial condition and results of its operations.
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirms that:
a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; b) they 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 and loss of the Company for that period; c) they had taken proper and sufficient care 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; d) they had prepared the annual accounts on a going concern basis; e) they 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) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
M/s J.T. Shah & Co., Chartered Accountants, Ahmedabad (ICAI Firm Registration No. 109616W), were appointed as the Statutory Auditors of the Company for a period of five consecutive years at the 44th Annual General Meeting (AGM) of the Members held on 30th September, 2022, to hold office from the conclusion of the said AGM until the conclusion of the 49th AGM of the Company. Their remuneration is being determined by the Board of Directors in consultation with the Statutory Auditors.
The Board has carefully reviewed the Auditors Report for the financial year under review. The observations made by the Statutory Auditors on the Financial Statements of the Company, in their Report for the financial year ended 31st March 2026, read with the Notes therein, are self- explanatory and, therefore, do not call for any further explanation or comments from the Board of Directors under Section 134(3)(f) of the Act.
The Statutory Auditors have not reported any instance of fraud by the Company or on the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 (the Act), read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Jyoti Soni & Associates, Company Secretaries, Jaipur as the Secretarial Auditor of the Company for the financial year 2025- 26.
The Secretarial Audit Report issued by M/s Jyoti Soni & Associates, Practicing Company Secretaries, for the financial year 2025- 26 forms an integral part of this Report and is annexed herewith as Annexure- B.
The observations made in the Secretarial Audit Report are self- explanatory and do not call for any further comments under Section 134 of the Act. The Company has also put in place appropriate systems and processes to ensure timely and effective compliance with all applicable statutory requirements and to further strengthen the governance framework.
In accordance with the provisions of Section 138 of the Companies Act, 2013 (the Act), the Board of Directors has appointed M/s Pramod & Associates, Chartered Accountants, as the Internal Auditor of the Company. The Internal Auditor independently reviews and evaluates the adequacy and effectiveness of the Companys internal control systems, risk management practices, and governance processes. The scope of the Internal Audit includes a comprehensive examination of business operations, financial transactions, statutory compliances, and adherence to policies and procedures, with the objective of strengthening operational efficiency and safeguarding the Companys assets. The Internal Audit Reports, along with significant observations, findings, and recommendations, are placed before the Audit Committee on a quarterly basis.
The Audit Committee reviews these reports in detail and monitors the corrective actions taken by the management in response to the audit observations. This structured process ensures that appropriate risk- mitigation measures are implemented and that the internal control framework of the Company remains robust and effective.
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non- executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Directors and criteria for appointment of Key Managerial Personnel/Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has been posted on the website of the Company at www.moderndenim.com
Your Company has in place a Vigil Mechanism / Whistle- Blower Policy in compliance with the provisions of Section 177 of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Company has established a mechanism for directors and employees to report instances and concerns about unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct. It also provides adequate safeguards against the victimization of employees, who avail the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases. During the year, no person was denied access to the Audit Committee.
During the year under review, no employee or individual was denied access to the Audit Committee under the Vigil Mechanism. Further details of the Vigil Mechanism are provided in the Corporate Governance Report, forming part of this Annual Report. The Vigil Mechanism / Whistle- Blower Policy is also available on the Companys website at: www.moderndenim.com
Your Company remains firmly committed to a comprehensive and forward looking approach to risk management and sustainability, recognising them as essential enablers for long- term value creation and achievement of organisational objectives. In an increasingly dynamic business environment, our robust risk management framework facilitates the identification, assessment, mitigation, and continuous monitoring of diverse risks across the organisation. This approach not only safeguards our interests, but also allows us to proactively seize emerging opportunities.
The Board of Directors and the Audit Committee periodically review the risk management framework, including the key risks and the mitigation measures adopted by the management. This oversight ensures that risk exposures are kept within acceptable levels and aligned with the Companys risk appetite.
The Companys Risk Management Policy is available on its website at www.moderndenim.com
Your Company has in place adequate internal control systems (including internal financial control system) commensurate with the size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of the Companys operations, safe guarding of its assets, optimal utilisation of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of the Companys operations. During the year, no material or serious observation has been received from the Statutory Auditors of your Company, citing inefficiency or inadequacy of such controls.
Your Company remains committed to conducting its operations in a safe, responsible and environmentally sustainable manner. Environment, Health and Safety (EHS) continues to be an integral part of the Companys business philosophy and operational excellence framework, with a strong focus on protecting the health and well- being of employees, contractors, visitors and the communities in which it operates.
Your Company continues to strengthen its EHS practices through robust risk assessment, preventive safety measures, regular safety audits, emergency preparedness, and continuous monitoring of its operations. Periodic training and awareness programmes are conducted to reinforce a culture of safety, accountability and compliance across the organization.
Company is committed to minimizing the environmental impact of its operations through the efficient use of energy and natural resources, responsible waste management, emission reduction initiatives and compliance with applicable environmental laws and regulations. Continuous improvement in environmental performance, resource efficiency and operational sustainability remains a key focus area of the Company.
Your Company has zero tolerance for sexual harassment at workplace. Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act), and the Rules framed thereunder. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The policy is available on the Companys website at: www.moderndenim.com
An Internal Complaints Committee (ICC), duly constituted in line with the requirements of the Act, has been entrusted with the responsibility of receiving and addressing complaints, creating awareness, and ensuring strict implementation of the policy.
During the year under review, the Company has not received any complaints relating to sexual harassment. The Board reaffirms the Companys strong commitment to fostering a workplace culture built on dignity, equality, safety, and mutual respect for all employees and associates.
The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, In accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees drawing remuneration in excess of the limits, set out in the aforesaid rules, forms part of this Report. In line with the provisions of Section 136(1) of the Act, the Report and Accounts, as set out therein, are being sent to all the Members of your Company, excluding the aforesaid information about the employees. Any Member, who is interested in obtaining these particulars about employees, may write to the Company Secretary at denim.modern@gmail.com. The aforesaid addendum is also available for inspection by the members at the Registered Office of the Company from 21 days before the AGM till the date of the ensuing AGM, during business hours on working days.
The Board affirms that the Company remains fully committed to upholding its Maternity Policy in strict compliance with applicable laws, including the Maternity Benefit Act, 1961, and in alignment with internal human resource protocols.
The policy is designed to support the health, well- being, and work- life balance of women employees during and after pregnancy.
The Company firmly believes that its people are its most valuable asset and a key driver of sustainable growth. It remains committed to fostering a high- performance work culture that encourages collaboration, innovation, accountability and continuous learning, while aligning individual aspirations with the Companys strategic objectives and core values.
The Company continues to invest in strengthening organizational capabilities through structured learning and development initiatives, technical and functional training programmes, leadership development and periodic safety awareness programmes. A robust performance management framework, including a Key Result Area (KRA)- based appraisal system for all the employees and senior management that promotes meritocracy, accountability and performance excellence.
Employee well- being, engagement and development remain integral to the Companys human resource philosophy. The Company is committed to providing a safe, inclusive and conducive work environment that encourages professional growth, recognizes performance and supports continuous capability enhancement. The Human Resources function continues to play a strategic role in building a future- ready workforce capable of responding to evolving business needs and industry developments.
Industrial relations at all manufacturing locations remained cordial and harmonious throughout the year. The Company continues to maintain constructive engagement with employees and workmen through open communication, mutual trust and respect, thereby ensuring uninterrupted operations and sustained organizational productivity.
(a) The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure C and forms an integral part of this Report. (b) The Company has not accepted any deposits, within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 as amended. (c) There were no proceedings initiated under the Insolvency and Bankruptcy Code, 2016. (d) The requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable. (e) Company has taken appropriate insurance for all assets against foreseeable perils.
Except as stated specifically in this Report, there have been no material changes or commitments affecting the financial position of the Company that have occurred between the close of the financial year and the date of this Report
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
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;
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operations in the future. There has been no change in the nature of business of the Company.
Your Directors place on record their sincere appreciation for the continued guidance, cooperation, and support received from the Companys bankers, business partners, stakeholders, Central and State Governments, and regulatory authorities during the year under review. Their trust and encouragement remain vital to the Companys growth journey.
The Board also conveys its heartfelt appreciation to all employees of the Company for their dedication, professionalism, and unwavering commitment. Their collective efforts, teamwork, and resilience have been instrumental in driving the Companys performance and strengthening its foundation for future growth. Your Directors look forward to the continued support of all stakeholders as the Company pursues its vision of sustainable growth and value creation.
For and on behalf of the Board of Directors
Place: Abu Road Date: 20th August, 2026
Chairman & Managing Director DIN: 00335534
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