Modern Shares & Stockbrokers Ltd Directors Report

TO THE MEMBERS OF MODERN SHARES AND STOCKBROKERS LIMITED

(CIN: L45200MH1939PLC002958)

The Directors take pleasure in presenting the Eighty- Sixth Annual Report together with the audited financial statements for the year ended March 31,2025.

1. FINANCIAL RESULTS

	31/03/2025	31/03/2024
	Rupees (Rs.)	Rupees (Rs.)
Revenue from Operations	29,497,955	27,577,265
Other Income	7,555,083	6,370,139
Total Income	37,053,039	33,947,404
Operating Expenditure	32,685,276	28,193,354
Depreciation	343,813	315,236
Total Expenses	33,029,090	28,508,590
Profit/ (Loss) Before Exceptional Items and Taxation	4,023,949	5,438,814
Exceptional Items	-	-
Tax Expenses (Net)	1,813,927	1,471,642
Other Comprehensive Income (Net of Tax)	(574,507)	450,932
Profit/ (Loss) After Tax Attributed to Shareholders of the Company	1,635,515	4,418,104
Opening Balance of retained earnings*	57,221,208	52,803,104
Closing Balance of retained earnings	58,856,723	57,221,208

* Previous year figures regrouped recast wherever applicable

2. BUSINESS ACTIVITIES AND OPERATIONS

The Companys operations resulted in a profit of Rs. 16.35 Lakhs as against Profit of Rs. 44.18 Lakhs in the previous year, after providing for depreciation of Rs 3.44 lakhs (previous year Rs. 3.15 Lakhs) and making net provision for taxation of Rs.18.14 Lakhs as against (previous year Rs 14.72 Lakhs), Your Board of Directors has decided not to transfer any amount to the Reserves for the year under review in view of the marginal profit incurred during the year.

The previous year was a tale of two halves for the Stock Market. We witnessed a rally in the first 6 months of the financial year followed by a gradual decline in the next 6 months. The fall was largely on account of continuous Foreign Institutional Investor selling which also saw the INR weakening.

However, we have started the current financial year well and markets have recovered a substantial part of the losses. In addition, we have seen FII buying once again which has also led to the INR recovering. The markets have successfully maneuvered geopolitical tensions and tariff related news coming out of the USA.

The Companys profits are lower this year largely due to some market-to-market losses on open stock positions and also due to the weakness in the markets over the last 6 months of the previous financial year. However, as this year has begun well, we are confident of doing better in the current year.

The Indian economy continues to grow at a healthy pace and we are now the 4th largest economy in the world. We are attracting FDI on a consistent basis and also now given the tariff situation with other countries, it is possible to see manufacturing shift to India from our neighboring countries.

3. DIVIDEND

The Board of Directors has decided not to recommend any dividend on the Equity Shares of the Company during the year under review.

4. TRANSFER OF EQUITY SHARES UNPAID/ UNCLAIMED DIVIDEND TO IEPF

In line with the statutory requirements, the Company has transferred to the credit of the Investor Education and Protection Fund set up by the Government of India, equity shares in respect of which dividend had remained unpaid/ unclaimed for a period of seven (7) consecutive years within the time lines laid down by the Ministry of Corporate Affairs. Unpaid/ unclaimed dividend for seven (7) years or more has also been transferred to the IEPF pursuant to the requirements under the Act.

5. DIRECTORS

In accordance with the Articles of Association of the Company, Mrs. Roshan Advani Patheria (DIN: 00651144) who is longest in the office retires by rotation and being eligible for re-appointment and has indicated her willingness to serve, if reappointed.

Pursuant to Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, approval of members is also being sought for her reappointment as Non-Executive Director on the Companys Board.

Both Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Anil Sugno Manghnani was reappointed as Whole-time Director of the Company for a further period of 5 (five) years effective from 1st July, 2024 to 30th June, 2029 through Special Resolution passed at the Eighty Fifth Annual General Meeting held on September 27, 2024.

Mr. Ramesh Ramchand Narang (DIN: 10665682) was appointed as a Non-Executive Independent Director of the Company on August 08, 2024 for a period of 5 (Five) years till August 07, 2029 through Special Resolution passed at the Eighty Fifth Annual General Meeting held on September 27, 2024.

Mr. Ashok Tikamdas Kukreja (DIN: 00463526) Ceased/Retire to be a Non-Executive Independent Director on Completion of Consecutive Second Term Effective closing of business hours as on March, 31, 2025. The Board of Directors and Management of the Company places on record its deep appreciation for the invaluable contributions, guidance and services rendered by Mr. Ashok Tikamdas Kukreja (DIN: 00463526) during his tenure as Independent Director of the Company

6. DEPOSITS

The Company has not accepted any deposits falling under the ambit of Section 73 of the Companies Act, 2013 (hereinafter referred to as

‘The Act) and the Rules framed thereunder during the year under review.

7. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 (4) & 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, and Stakeholders & Grievance Committees. The manner in which the evaluation has been carried out has been explained herein below:

A structured questionnaire was prepared after inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its committees, Board culture, execution and performance of specific duties, obligation and governance.

A separate exercise was carried out to evaluate the performance of Individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independent judgment, safeguarding the interest of the Company and its stakeholders, etc. The performance evaluation of Independent Directors was carried out by the entire Board. The performance of Non-independent Directors was carried out by the Independent Directors who also reviewed the performance of the compliance department and had expressed their satisfaction with the evaluation process.

Number of Board Meetings held:

The Board of Directors duly met 5 (Five) times during the financial year from 1st April, 2024 to 31st March, 2025. The dates on which the meetings were held are as follows:

Dates on which Board Meetings held	Strength of the Board	No. of Directors Present
24th May, 2024	6	3
08th August, 2024	7	5
08th November, 2024	7	5
27th January, 2025	7	7
11th February, 2025	7	6

Attendance Relevant Details of Directors

Sr. No. Name of the Director	Date of Appointment	Category	Number of Directorship held in other Indian Companies	Committee(s) Position Member and Chairman in all Companies
1 *Mr. Ashok Tikamdas Kukreja	18/02/2015 (Ceased to be Director w.e.f. 31/03/2025)	Chairman & NonExecutive Director/ Independent
2 Mr. Anil Sugno Manghnani	25/10/2000	Whole-time Director	1	1
3 Mr. Narendra Hira Advani	30/05/2011	Non-Executive Director	2	-
4 Mr. Ghansham Shewakramani	25/01/1995	Non-Executive Director	15	1
5 Mrs. Roshan Advani Patheria	31/01/2007	Woman Non- Executive Director	-	1
6 Mr. Pankaj Rajnikant Ved	01/04/2019	Non-Executive Director/ Independent	4	3
7 Mr. Ramesh Ramchand Narang	08/08/2024	Non-Executive Director/ Independent	-	3

* Mr. Ashok Tikamdas Kukreja (DIN: 00463526) Ceased/Retired as Non-Executive Independent Director on Completion of Consecutive Second Term Effective March, 31, 2025.

Attendance of Directors at Board Meetings and Virtual Annual General Meeting held through VC/ OAVM:

Name of the Director	Attendance at the Board Meeting held on
	24/05/2024	08/08/2024	08/11/2024	27/01/2025	11/02/2025
	Physical	Physical	Physical	Physical	Physical	Attendance at the AGM held on 27th September, 2024
Mr. Anil Sugno Manghnani	Attended	Attended	Attended	Attended	Attended	Attended
Mr. Narendra Hira Advani	Leave	Leave	Leave	Attended	Leave	Leave
Mr. Ashok Tikamdas Kukreja	Attended	Attended	Attended	Attended	Attended	Attended
Ms. Roshan Advani Patheria	Leave	Leave	Leave	Attended	Attended	Attended
Mr. Ghansham Shewakramani	Leave	Attended	Attended	Attended	Attended	Attended
Mr. Pankaj Rajnikant Ved	Attended	Attended	Attended	Attended	Attended	Attended
*Mr. Ramesh Ramchand Narang		Attended	Attended	Attended	Attended	Attended

Audit Committee Member:

Name of the Member	24/05/2024	08/08/2024	08/11/2024	11/02/2025
	Physical	Physical	Physical	Physical
Mr. Ashok Tikamdas Kukreja (Chairman)	Attended	Attended	Attended	Attended
Mr. Pankaj Rajnikant Ved	Attended	Attended	Attended	Attended
Mr. Anil Sugno Manghnani	Attended	Attended	Attended	Attended
*Mr. Ramesh Ramchand Narang	--	Attended	Attended	Attended
Stakeholder & Grievance Committee Member:
Name of the Member	15/05/2024	08/08/2024	08/11/2024	11/02/2025
	Physical	Physical	Physical	Physical
Mr. Ashok Tikamdas Kukreja (Chairman)	Attended	Attended	Attended	Attended
Mr. Ghansham Shewakramani	Attended	Attended	Attended	Attended
Mr. Pankaj Rajnikant Ved	Attended	Attended	Attended	Attended
*Mr. Ramesh Ramchand Narang	--	Attended	Attended	Attended
Nomination & Remuneration Committee Member:
Name of the Member	15/05/2024	24/07/2024	08/11/2024	11/02/2025
	Physical	VC/OAVM	Physical	Physical
Mr. Ashok Tikamdas Kukreja (Chairman)	Attended	Attended	Attended	Attended
Mr. Pankaj Rajnikant Ved	Attended	Attended	Attended	Attended
Mrs. Roshan Advani Patheria	Attended	Attended	Leave	Attended
*Mr. Ramesh Ramchand Narang	--	--	Attended	Attended

Independent Directors- Physical

Name of the Member	27/01/2025
Mr. Ashok Tikamdas Kukreja (Chairman)	Attended
Mr. Pankaj Rajnikant Ved	Attended
*Mr. Ramesh Ramchand Narang	Attended

*Mr. Ramesh Ramchand Narang was appointed as Non-Executive Independent Director on 08/08/2024

8. DIRECTORS RESPONSIBILITY STATEMENT

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

a) that in the preparation of the Annual Financial Statements for the year ended March 31, 2025, the applicable Accounting Standards have been followed along with proper

explanation relating to material departures, if any;

b) that such Accounting Policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2025 and of the profit of the Company for the year ended on that date;

c) that 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) that the Annual Financial Statements have been prepared on a going concern basis;

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

f) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

9. BUSINESS RISK MANAGEMENT

Although the Company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance with Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative.

The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter- alia, further includes financial risk, political risk, fidelity risk and legal risk.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

10. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity

of its operations. The scope and authority of the Internal Audit (IA) function is to maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, each department undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

In order to strengthen the system of Internal Control and provide Board of Directors with an added ability to oversee internal controls, Internal Financial Control (IFC) system was put in place in accordance with the requirements of Section 134(5)(e) of the Companies Act, 2013. Systems of Internal Control were implemented, considering the framework suggested in Guidance Note on Audit of Internal Financial Controls over the Financial Reporting issued by The Institute of Chartered Accountants of India, to address its operational and financial risk.

11. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Whistle Blower Policy for directors and employees to report genuine concerns has been established. The Policy has been uploaded on the website of the Company at www.modernshares.com under investors/ policy documents/ Whistle Blower Policy link.

12. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. An omnibus approval was taken for one (1) year in advance for Transactions that were either unforeseen or repetitive in nature ensuring a streamlined process and adherence to regulatory requirements from Audit Committee and Board at

their Meeting held on 24/05/2024. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

In compliance under the provisions of the Companies Act, 2013, transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year in Form AOC-2 is enclosed as Annexure- A to this report.

Additionally, comprehensive disclosures on related party transactions as required under IND AS-24 and Schedule V of the SEBI (LODR) Regulations, 2015 including the names of the related parties and specifics of the transactions, are provided in the financial statements. Members seeking further details are encouraged to refer to the notes accompanying the Financial Statements.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

14. AUDITORS

1.1. STATUTORY AUDITORS

M/s. B D G & Co LLP (Formerly known as B D G & Associates), Chartered Accountants (Firm Reg. No. 119739W) have been appointed as Statutory Auditor of the Company at the Annual General Meeting held on September 23, 2022 for a period of five (5) years up to the conclusion of the Annual General Meeting to be held in the year 2027. The requirement for seeking ratification of the members for continuation of their appointment has been withdrawn consequent upon the changes made by the Companies (Amendments) Act, 2017 with effect from May 7, 2018. Hence the resolution seeking ratification of

the members for their appointment is not being placed at the ensuing Annual General Meeting.

The Auditor Report on the Standalone Financial Statements for the financial year ended March 31,2025 does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.

1.2. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Mr. Janak Pandya, Company Secretary in Practice (CP No.: 5940, ACS: 10841) (Peer Review Certificate No. 1250/2021) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report issued by them for the financial year ended March 31,2025, is attached as Annexure- B to this Report. The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks.

1.3. INTERNAL AUDITORS

M/s Jayant & Associates, Chartered accountants (Firm Registration No. 104099W) under Section 138 of Companies Act, 2013 appointed as Internal Auditors for the Financial Year ended March 31,2026 to perform the duties as Internal Auditors of the Company and their report is reviewed by the Audit Committee from time to time.

M/s. Sachin M Seth & Associates, Chartered Accountants (Firm Registration No: 141794W) a partnership Firm appointed as Internal Auditors for NSE & BSE Regulatory half yearly Compliance Audit requirement for Stock brokers by SEBI for five Financial Years ended March 31, 2024 to March 31, 2029 as per SEBI circular No SEBI/HO/MIRSD/ MIRSD2/CIR/P/2016/95 September 26, 2016 issued under SEBI (Stock-Brokers & SubBrokers) Regulations, 1992 as amended from time to time to perform the duties as Internal Auditors of the Company and their

report is reviewed by the Audit Committee from time to time.

15. FIXED ASSETS

The Net Fixed Assets of the Company as at the close of the financial year stood at Rs.10.10 lakhs (Previous year Rs. 9.81 lakhs). In compliance with the Accounting Standard AS-28 relating to “Impairment of Assets”, the Company has reviewed the carrying amount of its fixed assets as at the end of the financial year.

16. NON-APPLICABILITY OF COST AUDITOR AND DISCLOSURE ON MAINTENANCE OF COST RECORDS AS REQUIRED UNDER SECTION 148(1) OF THE COMPANIES ACT, 2013

The Company is not required to maintain the cost records in respect of its business under Section 148 of the Companies Act, read with Companies (Audit & Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014 for the FY 2024-25.

17. NON-APPLICABILITY OF CORPORATE GOVERNANCE & ANNUAL SECRETARIAL COMPLIANCE REPORT AND DISCLOSURE OF RELATED PARTY TRANSECTIONS:

As per Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the compliance with the Corporate Governance provisions shall not apply in respect of the listed entity having paid up equity share capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs.25 Crores as on the last day of the Previous Financial Year. Since the Companys Paid up Equity capital and the Net Worth fall below the limit mentioned above, compliance with Corporate Governance is not applicable to the Company. Accordingly, as per BSE clarification vide Circular LIST/COMP/12/2019-20 Companies to which the Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable, Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) (Amendments) Regulations, 2018 is also not applicable and not required to submit the Annual Secretarial Compliance Report as well as Disclosure of related party transaction on Consolidated basis under regulation 23(9)

of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)

(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website on www.modernshares.com.

19. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirm that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SS-1 & SS-2) respectively as amended relating to Meetings of the Board and its Committees which have mandatory application and General Meeting.

20. REMUNERATION RATIO OF THE DIRECTORS/ KEY MANAGERIAL PERSONS (KMP)/ EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

There were 18 permanent employees on the rolls of the Company as on 31 March, 2025.

Sr. No. Name	Designation	Remuneration paid FY 2024-25 (Rs.. Lakhs)	Remuneration paid FY 2023-24 (Rs.• Lakhs)	Increase/ decrease In Remuneration From previous Year ( Lakhs)	Ratio/ Times per Median of employee Remuneration
1 Mr. Anil Sugno Manghnani	Whole-time Director	14.43	10.81	3.62	2.01
2 Mr. Radhakrishna N Shenvi	CFO	10.80	9.63	1.17	1.81
3 Mrs. Vibha Axit Gandhi	Company Secretary & Compliance Officer	4.57	2.67	1.90	0.60

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The present financial position of your Company does not mandate the implementation of corporate social responsibility activities pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013. The Company will constitute CSR Committee, develop CSR policy and implement the CSR initiatives whenever it is applicable to the Company.

22. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

Your Company strongly supports the rights of all its employees to work in an environment, free from all forms of harassment. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The policy aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure. The Company has proper procedures in place to address the concerns and complaints of sexual harassment and to recommend appropriate action.

The Company has not received any complaint on sexual harassment during the year.

23. DISCLOSURE

The particulars of the conservation of energy, technology and absorption, foreign exchange earnings and outgo as required u/s. 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014, the same are not applicable to the Company. The information required pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is not given as none of the employees of the company exceeds the limit.

24. DEMATERIALISATION OF SHARES

98.54% of the Companys paid-up equity share capital is in dematerilised form as on 31st March, 2025 and balance 1.46% is in physical form. The Companys Registrar and Share Transfer Agents are MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) having office at C-101, Embassy 247, LBS Marg, Vikhroli (West), Mumbai - 400 083.

25. ACKNOWELDGEMENTS

The Board of Directors take this opportunity to thank the employees for their dedicated service and contribution towards the growth of the Company, our sincere appreciation to Institutional and Retail Clients for their patronage to our Company and to the Shareholders for their continuous support.

26. CAUTIONARY STATEMENT

The statements contained in the Boards Report contain certain statements relating to the future and therefore, are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

For and on behalf of the Board of Directors
Anil Sugno Manghnani	Ghansham Shewakramani
DIN:00012806	DIN:00413343
Whole-time director	Director
Mumbai, dated May 28, 2025
Registered Office:
Wankhede Stadium, North Stand,
Staircase No. 13, ‘D Road, Churchgate,
Mumbai - 400020
CIN: L45200MH1939PLC002958
Website: www.modernshares.com