Modern Insulators Ltd Directors Report

To the Members of Modern Insulators Limited

Your Directors are pleased to present the 40^th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31^st March, 2025.

FINANCIAL PERFORMANCE

Particulars	Standalone		Consolidated
	Year ended 31.03.2025	Year ended 31.03.2024	Year ended 31.03.2025	Year ended 31.03.2024
Revenue from Operations	503.25	443.29	503.27	443.30
Other income	13.82	11.83	13.58	11.43
Total revenue	517.07	455.12	516.85	454.73
Profit before finance cost and depreciation	51.04	47.11	50.91	46.69
Finance cost	4.15	3.41	4.29	3.41
Depreciation	8.52	8.62	8.73	8.62
Profit before exceptional items and tax	38.37	35.08	37.89	34.66
Exceptional Items	6.92	-	6.92	-
Profit before tax	45.29	35.08	44.81	34.66
Tax expense (Current)	7.63	-	7.63
Deferred Tax	(1.56)	(1.41)	(1.40)	(1.38)
Profit after tax	39.22	36.49	38.58	36.04
Other comprehensive income (Net of tax)	(0.08)	(0.04)	(0.08)	(0.04)
Total comprehensive income	39.14	36.45	38.50	36.00
Retained earnings at the beginning of the year	337.78	301.33	335.70	299.56
Retained earnings at the end of the year	376.92	337.78	374.21	335.70

OPERATIONS

The Standalone revenue from operations for the year has been ? 503.25 crores as against ? 443.29 crores in previous year and net profit for the year stood at ? 39.14 crores as against ? 36.45 crores in previous year.

The consolidated revenue from operations for the year has been ? 503.27 crores as against ? 443.30 crores in previous year and net profit for the year stood at ? 38.50 crores as against ? 36.00 crores in previous year.

SHARE CAPITAL

The paid-up Equity Share Capital as at March 31, 2025 stood at Rs. 47.14 crore. There was no change in the paid-up share capital during the year under review. The Company does not have any outstanding paid-up preference share capital as on the date of this Report.

DIVIDEND AND RESERVES

Considering the business environment, ongoing investments in growth initiatives and the need to conserve resources, the Board of Directors has, after due deliberation, decided not to propose any dividend for the financial year under review.

The Company confirms that no dividend remains unpaid or unclaimed requiring transfer to the IEPF. Further, no amount has been appropriated to the General Reserve from the profits of the year.

CONSOLIDATED FINANCIAL STATEMENTS In accordance with the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, Listing Regulations and Ind AS 110 - Consolidated Financial Statements (CFS)/and Ind AS 28 - Investment in Joint Ventures, the Audited Consolidated Financial Statements forms an integral part of this Annual Report.

Performance of Subsidiary/ Joint Venture Modern Composites Private Limited

The Company has incorporated a wholly owned subsidiary in the name of Modern Composites Private Limited for manufacturing of Composite Insulators. The subsidiary reported a loss of ? 93.77 lakhs during the financial year as against a loss of ? 1.90 lakhs in the previous year. The operations are at an initial stage and the Company is focusing on developing

its market presence and stabilizing production.

Shriji Design - MIL (JV)

The company has entered into Joint Venture Agreement with Shriji Designs to participate in railways EPC tender. The Joint Venture reported a profit of ? 31.92 lakhs during the year under review, as compared to a loss of? 36.09 lakhs in the previous financial year, reflecting a significant improvement in its operational performance.

SEC - MIL JV & Akhandlamani - MIL JV

The company has entered into Joint Venture Agreement with Sikka Engineering Company and Akhandlamani. These Joint Ventures has not commenced any business operations during the year under review. FINANCIAL STATEMENTS

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 consolidated and standalone financial results on a quarterly basis, which are subjected to a limited review by the Statutory Auditors, and publishes the consolidated and standalone 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.

Further, pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys Subsidiaries, Associate Companies and Joint Ventures in the prescribed Form AOC-1 is annexed to this Report and forms an integral part thereof.

ALLOTMENT OF SHARES BY MODERN POLYTEX LIMITED (MPL) PURSUANT TO DEMERGER OF YARN DIVISION OF THE COMPANY

Pursuant to the approved Scheme of Arrangement involving the demerger of the Yarn Division of the Company into Modern Polytex Limited (MPL), the shareholders of the Company are entitled to receive equity shares of MPL in accordance with the share entitlement ratio approved under the Scheme.

In this regard, your Company had received the requisite approval from BSE Limited for fixation of the record date for the purpose of determining the shareholders entitled to such allotment. Both the Companies have been engaged in completing the procedural and regulatory formalities connected with the allotment of shares of MPL.

The Board is conscious of the delay in this matter and assures the Members that the Company, together with MPL, is making all efforts to expedite the completion of allotment and listing formalities at the earliest.

SCHEME OF ARRANGEMENT FOR THE MERGER OF MODERN DENIM LIMITED INTO THE COMPANY

Members would recall that the Board of Directors had earlier approved the merger/amalgamation of Modern Denim Limited with the Company under the ambit of the erstwhile Board for Industrial & Financial Reconstruction (BIFR). However, upon the repeal of the Sick Industrial Companies (Special Provisions) Act, 1985 and consequent dissolution of BIFR, the process was transitioned to the provisions of Sections 230-232 of the Companies Act, 2013.

Pursuant to this, the Board of Directors approved a fresh Scheme of Compromise, Arrangement and Amalgamation of Modern Denim Limited with the Company. The Scheme has already been approved by the shareholders and creditors of the Company at their respective meetings held on 23rd July 2022, thereby reflecting broad stakeholder support. Subsequently, the Company filed the Second Motion Petition before the Honble National Company Law Tribunal (NCLT), Jaipur Bench, for sanction of the Scheme. The Honble NCLT, vide its order dated 31st July 2023, directed the concerned statutory authorities and stakeholders to file their observations/objections. In compliance with these directions, the BSE,

the Regional Director, and the ROC-cum-Official Liquidator have submitted their observations.

The matter is presently under active consideration of the Honble NCLT, Jaipur Bench, with the next hearing scheduled for 16th October 2025. While the process has taken longer than initially anticipated, the Company continues to pursue the matter diligently, and the Board remains confident of securing the necessary approval for completing the merger in due course.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT Pursuant to Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, a Management Discussion and Analysis Report is given in Annexure -A.

CORPORATE GOVERNANCE

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 - B.

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.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2025, your Company has one wholly-owned subsidiary company and three joint venture firms. The company does not have any associate company.

In accordance with the provisions of Section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014, a report on the performance and financial position of the subsidiary and joint venture Companies is provided, in the prescribed Form AOC-1, in Annexure C

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the audited financial statements along with other relevant documents, in respect of the subsidiary, are available on the website of the Company, in the link https://www.moderninsulators.com/financial-information/.

The policy for determining material subsidiaries of the Company has been provided in the following link: https://www.moderninsulators.com/policies.

PARTICULAR OF LOANS, GUARANTEES AND INVESTMENT BY THE COMPANY

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, guarantees and investments are provided as part of the financial statements.

ANNUAL RETURN

Pursuant to Section 134(3) (a) of the Act, the draft annual return as on March 31, 2025 prepared in accordance with Section 92(3) of the Act is made available on the website of the Company and can be assessed using the link https://www.moderninsulators.com/financial-information/.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all contracts, arrangements, and transactions entered into by the Company with Related Parties were in the ordinary course of business and on an arms length basis. There were no material transactions with any Related Party, as defined under Section 188 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014.

In compliance with the requirements of the Act and the amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), all Related Party Transactions were placed before the Audit Committee for approval. Certain transactions, which were repetitive in nature, were approved through the omnibus approval route and were reviewed on a quarterly basis by the Audit Committee.

As all transactions with Related Parties during the year were on an arms length basis and not material in nature, disclosure in Form AOC-2 pursuant to Section 134 of the Act is not applicable. The details of Related Party Transactions for the financial year ended 31st March, 2025 are disclosed

in Note No. 38 to the Standalone Financial Statements forming part of this Annual Report.

The Company has also formulated a comprehensive Policy on Related Party Transactions, which lays down the framework for identification, review, approval, and disclosure of transactions with Related Parties, thereby ensuring transparency and compliance with applicable laws. The Policy is available on the Companys website at: https://www.moderninsulators. com/ policies/.

DIRECTORS

Appointment/Re-appointment of Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Shreyans Ranka, Whole-time director of your Company, is liable to retire by rotation at the ensuing AGM and, being eligible, has offered himself for re-appointment. His appointment is placed for approval of the members and forms part of the notice of the ensuing Annual General Meeting.

The information about the Director seeking his reappointment as per Secretarial Standards-2 has been given in the notice convening the ensuing 40th Annual General Meeting.

Cessation of Directors

The Board regrets to inform that Shri P.K. Gokhroo (DIN: 06810797), Executive Director of the Company, ceased to hold office with effect from 20th February, 2025 due to his sudden and untimely demise.

Shri Gokhroo had been associated with the Company for several years and played a significant role in guiding its business operations with his rich experience, vision, and leadership.

The Board of Directors, on behalf of the Company and all its stakeholders, places on record its deep appreciation and gratitude for the invaluable services rendered by Shri Gokhroo during his tenure. The Board also expresses its profound sorrow at his demise and conveys its heartfelt condolences to the members of his family.

KEY MANAGERIAL PERSONNEL

In terms of the provisions of Sections 2(51) and 203 of the Companies Act, 2013 ("the Act"), read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following persons have been designated as Key Managerial Personnel (KMP) of the Company:

• Shri Sachin Ranka, Chairman & Managing Director

• Shri Shreyans Ranka, Whole-Time Director

• Shri P. Sridharan, Executive Director

• Shri Animesh Banerjee, Executive Director

• Shri Alok Jain, Chief Financial Officer

• Ms. Harshita Hetawal, 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.

DECLARATION OF INDEPENDENCE

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.

The Ministry of Corporate Affairs (MCA) vide Notification No. G.S.R. 804(E) dated October 22, 2019 and effective from December 01, 2019 has introduced the provision relating to inclusion of names of Independent Directors in the Data Bank maintained by Indian Institute of Corporate Affairs (IICA). All Independent Directors of your Company are registered with IICA.

In the opinion of the Board, independent directors possess the requisite integrity, experience, expertise, proficiency and qualifications.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Your Company recognises that a structured process of performance evaluation is essential to enhance the effectiveness of the Board and its Committees and to strengthen individual Director engagement. In line with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors undertook the annual evaluation of its own performance, that of its Committees, the Chairman, Executive Director, Non-Executive Directors and Independent Directors.

The Nomination and Remuneration Committee (NRC) has established a well-defined framework for this evaluation process. The methodology included circulation of structured questionnaires covering key areas such as Board composition and diversity, quality of discussions, decision-making processes, governance practices, contribution of Directors, and the effectiveness of the Committees. Separate evaluation formats were used for the Board, its Committees, the Chairman, and individual Directors.

A meeting of Independent Directors was held to evaluate the performance of Non-Independent Directors, the Board as a whole and its Committees. At the same meeting, the Independent Directors also assessed the performance of the Chairman of the Company, after considering the views of the Executive and Non-Executive Directors. The evaluation carried out by the Independent Directors was placed before the NRC and subsequently discussed at the Board level.

The Board, after due consideration of the feedback received, expressed its overall satisfaction with the performance of the Board, its Committees and individual Directors. The evaluation reflected a high level of engagement, active participation, and contribution by each Director, thereby reinforcing the Boards collective commitment to the Companys strategic objectives and governance standards.

MEETING OF THE BOARD

During the year 2024-25, Eleven Board Meetings were held, on 30th May, 2024, 24th June, 2024, 24th July, 2024, 10th August 2024, 14th August 2024, 17th September, 2024, 13th November, 2024,10th January, 2025, 13th February, 2025, 20th February, 2025, 22nd March, 2025. Further details on the Board Meetings are provided in the Corporate Governance Report, forming part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings held, and attendance at the meetings are provided in the Corporate Governance Report.

INDEPENDENT DIRECTORS MEETING

The Independent Directors met on 13th February 2025, without the attendance ofNon-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.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external agencies including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and operating effectively during the financial year 2024-25.

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) read with section 134 (5) of the Companies Act, 2013:

(a) in the preparation of the Annual Accounts for the year ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

AUDITORS AND AUDITORS REPORT Statutory Auditors

M/s R. B. Verma & Associates, Chartered Accountants, Jaipur (ICAI Firm Registration No. 012650C), were appointed as the Statutory Auditors of the Company for a period of five consecutive years at the 37th 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 42nd 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 and remarks made therein, read together with the relevant notes to the financial statements, are self-explanatory and do not require any further comments under Section 134 of the Companies Act, 2013.

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.

Secretarial Auditor

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 Anshika & Associates, Company Secretaries, Jaipur as the Secretarial Auditor of the Company for the financial year 2024-25.

The Secretarial Audit Report issued by M/s Anshika & Associates, Practicing Company Secretaries, for the financial year 2024-25 forms an integral part of this Report and is annexed herewith as Annexure-D.

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.

Cost Auditors

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.

Pursuant to the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board at its meeting held on 28th May, 2025, has appointed M/s Rajesh & Company, Cost Accountants, Jaipur (Firm Registration No. 000031), as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year 2024-25. As required under the Companies Act, 2013 a resolution seeking Members approval for ratification of remuneration payable to the Cost Auditors forms part of the Notice convening the Annual General Meeting.

The Cost Audit Report for the financial year 2024-25 does not contain any qualifications, reservations, adverse remarks, or disclaimers. The said report was filed with the Central Government within the prescribed time. Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act, 2013 ("the Act"), the Board of Directors has appointed M/s S. Garg & Co., 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.

REMUNERATION AND NOMINATION POLICY The Board of Directors have 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 Director 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 https://www.moderninsulators. com/policies/.

VIGIL MECHANISM / WHISTLE BLOWER POLICY 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.

This mechanism provides a secure and transparent framework for Directors and employees to report concerns relating to unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct. The policy ensures adequate safeguards against victimisation of employees who report such concerns and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

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: https://www.moderninsulators. com/policies/.

RISK MANAGEMENT

Your Company has adopted a comprehensive and structured approach to risk management, recognising it as an integral part of business planning and decision-making. The framework seeks to proactively identify, assess, and mitigate potential risks that could impact the achievement of strategic and operational objectives.

The Risk Management Policy, approved by the Board, lays down the guiding principles for risk identification, assessment, mitigation, monitoring, and reporting across various levels of the organisation. The policy aims to enhance transparency, reduce the likelihood of adverse outcomes, and strengthen the Companys ability to respond effectively to emerging challenges in a dynamic business environment.

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.

During the year under review, no risks were identified that, in the opinion of the Board, could threaten the going concern status or the Companys long-term sustainability. However, certain industry and business-related risks, along with the Companys strategies to mitigate them, have been discussed in detail in the Management Discussion and Analysis Report, forming part of this Annual Report.

The Companys Risk Management Policy is available on its website at: https://www.moderninsulators. com/policies/

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Financial Controls and Risk Management form an integral part of the Companys overall governance and strategy framework. The Company continuously reviews and strengthens its systems through revised standard operating procedures to ensure effective risk mitigation and operational efficiency.

The Companys internal control system is commensurate with the size, scale, and complexity of its operations. The internal and operational audit function, entrusted to M/s S. Garg & Co., Chartered Accountants, focuses on evaluating the adequacy of controls, identifying and assessing risks, reviewing business processes, and benchmarking practices with industry standards.

The Audit Committee of the Board provides active oversight by periodically reviewing the adequacy and effectiveness of internal controls and risk management processes. The Company has a robust Management Information System (MIS), which forms an integral part of the internal control mechanism, enabling timely monitoring of key business risks and mitigation measures.

Significant audit observations, risk assessments, and managements corrective actions are regularly presented to the Audit Committee, which, in turn, suggests measures for further strengthening controls. To ensure independence and objectivity, the Internal Audit function reports directly to the Chairman of the Audit Committee.

The Audit Committee, Statutory Auditors, and senior management remain continuously engaged in ensuring that the Companys internal financial control framework remains effective, reliable, and aligned with best governance practices.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company continues to uphold its commitment towards inclusive growth and sustainable development through well-structured CSR initiatives in line with the provisions of Section 135 of the Companies Act, 2013 and the Companies (CSR Policy) Rules, 2014.

During the financial year 2024-25, the Company spent ^52.86 lakh on CSR activities, as approved by the CSR Committee and the Board of Directors from time to time. The CSR initiatives were focused on the Companys identified thrust areas, namely:

• Promoting education and healthcare to improve access and quality of life in communities,

• Women empowerment through initiatives aimed at skill development and livelihood enhancement, and

• Conservation of natural resources to promote sustainability and environmental protection.

The Executive Director of the Company has certified that the CSR expenditure for the year has been utilized fully, and in the manner approved by the Board.

In accordance with the statutory requirements, the Annual Report on CSR activities, including a brief outline of the CSR Policy and details of the initiatives undertaken, is annexed to this Report as Annexure-E and forms an integral part of it. The Companys detailed CSR Policy is also available on its website at: https://www.moderninsulators. com/policies/.

For details regarding the composition, meetings, and terms of reference of the CSR Committee, kindly refer to the Corporate Governance Report, which forms part of this Annual Report.

Your Board firmly believes that CSR initiatives are not only a statutory responsibility but also a reflection of the Companys ethos of giving back to society and creating a meaningful impact on the communities it serves.

ENVIRONMENT, HEALTH AND SAFETY

Your Company remains fully conscious of its responsibility towards ensuring environmentally sustainable and safe operations. The Companys policy mandates that all activities be carried out in a manner that not only ensures the health and safety of employees, contractors, and all stakeholders, but also promotes compliance with applicable environmental laws and regulations.

The Company places strong emphasis on energy efficiency, waste management, reduction of emissions, and conservation of natural resources across its operations. Regular training and awareness programs are conducted to instill a culture of safety and environmental consciousness at all levels of the organization.

Periodic safety audits and risk assessments are undertaken to strengthen preparedness, while continuous monitoring mechanisms are in place to ensure adherence to statutory requirements and industry best practices.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder, your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace. The policy aims to provide a safe, respectful, and inclusive work environment and covers all women employees of the Company, whether permanent, temporary, contractual, or trainees. The policy is available on the Companys website at: https://www.moderninsulators.com/policies/. 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.

PARTICULAR OF EMPLOYEES

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, is attached as Annexure-F. 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 compliance@moderninsulators. 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.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS Your Company acknowledges that its people are the cornerstone of its success. The commitment, competence, and dedication demonstrated by employees across all functions continue to drive business performance and growth. The Company strives to create a workplace culture that fosters collaboration, innovation, and accountability, while ensuring alignment with the organisations vision and values.

In order to build capability and sustain long-term performance, the Company places strong emphasis on learning and development. Periodic technical, functional, and safety training programmes are conducted to enhance skills and ensure a safe working environment. For senior management and leadership roles, performance is assessed through a structured Key Result Area (KRA)-based appraisal system, ensuring objectivity and transparency. The Human Resources function acts as a strategic partner, enabling the business to respond effectively to changing industry dynamics. With the

Companys vision of scaling operations in the coming years, HR initiatives are directed towards building an agile, future-ready, and engaged workforce. Your Company is committed to attracting, developing, and retaining talent by offering meaningful career opportunities, a culture of continuous learning, and initiatives that support employee well-being. This approach ensures not only sustained business growth but also long-term organisational resilience.

STATUTORY INFORMATION AND OTHER DISCLOSURES

(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 G 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) No application has been made under the Insolvency and Bankruptcy Code. The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

(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.

MATERIAL CHANGES AND COMMITMENTS EFFECTING THE FINANCIAL POSITION OF THE COMPANY

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.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the institute of Company Secretaries of India.

GENERAL

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.

APPRECIATION

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	Sachin Ranka
Date : 14th August, 2025	Chairman & Managing Director
	DIN: 00335534